From Dawn to Dusk, Entity Formation through Dissolution:
Selected Topics for the Business Law Professional
Presented by the ISBA Corporations, Securities and Business Law Section
Co-sponsored by the ISBA Intellectual Property Section and Business Advice Section
Chicago
Friday, May 9, 2008
Chicago Chapter Appraisal Institute
205 W. Wacker Drive
Suite 200 A & B (map and directions)
Register Now!
6.25 hours based on a 60 minute MCLE credit hour,
Including 1.0* hour of PMCLE credit
Program Coordinator
Markus May, Eckhart Kolak, LLC, Carol Stream
Program Moderator
William T. Kaplan, Dykema Gossett PLLC, Joliet
If you represent a client who wants to start a business, you need to know the pitfalls related to securities and intellectual property (such as Web site and company name issues) as well as the proper type of entity to suggest forming. In addition to addressing these business formation issues, this program will discuss issues that arise at the end of a company’s life. The speakers will help you learn how to advise clients regarding deadlocks between owners and how to avoid deadlocks, how to set the company up for a successful sale, and how to properly dissolve a company either when there is no buyer for the company or after the assets are sold. The speakers will also provide tools for attorneys of all experience levels on business activities from formation through dissolution.
9:00 a.m. Welcome and Introductions
9:00 – 10:00 a.m. Formation of Business Entities
This session will explain the major types of business entities and the operating and legal pros and cons of each, including tax differences. A discussion of situations where different entities are the preferred entity of choice will be included. The speaker will focus on the proper procedures to follow in setting up a business and review relevant forms and contact numbers.
Elizabeth A. Bleakley, Law Office of Elizabeth A. Bleakley, Chicago
10:00 – 10:45 a.m. Securities 101
What qualifies as a security? Explore some of the security issues you might encounter related to setting up a company. Learn the proper way to do a private offering and the security exemptions from registration.
Patricia C. Colbert, Albert Whitehead P.C., Chicago
Tina G. Stavrou, Enterprise Law Group, Chicago
10:45 – 11:00 a.m. Break
11:00 a.m. – Noon Intellectual Property Issues Related to Entity Formation and Dissolution
Learn about the use of trademarks to protect a company’s valuable name and brand and learn about trade secrets and how to protect them. In this segment about non-disclosure agreements, the speakers will explain how to negotiate with potential business partners about valuable confidential information and other intellectual property (ideas for products, etc.) The speakers will also discuss privacy use policies, e-commerce and Web site issues such as securing and protecting domain names
Daniel L. Kegan, Kegan & Kegan, Ltd., Chicago
Charles L. Mudd, Jr., Mudd Law Offices, Chicago
12:00 – 1:00 p.m. Lunch on your own
1:00 – 2:00 p.m. Ethical Considerations in Forming and Dissolving Entities*
Who is your client in setting up a company? Who is your client on dissolution? These questions will be answered as well as those about how to transition from representing individuals to representing an entity or multiple entities. The presentation will include procedures on how to draft proper engagement and conflict letters.
David F. Rolewick, Rolewick & Gutzke, P.C., Wheaton
2:00 – 3:00 p.m. Deadlock!
This session will cover what happens if there is no agreement and how to draft documents to avoid problems. The speakers will discuss protecting the minority owner and fiduciary duties by majority and minority owners and provide an explanation of how to draft shareholder agreements and operating agreements.
Charles W. Murdock, Professor, Loyola University Chicago, Chicago
Phillip N. Hablutzel, Professor, Chicago-Kent College of Law, Chicago
3:00 – 3:15 p.m. Break
3:15 – 3:45 p.m. Exit Strategies: Preparing for Sale
Ultimately the success of a sale is often determined by the preparation an owner puts into it. This session will help attorneys advise their clients on how to prepare to sell a business whether the sale is to an insider, outsider or family member. Attorneys will also learn the general process in selling a business so their clients will be educated going into the deal.
Markus May, Eckhart Kolak, LLC, Chicago
3:45 – 4:45 p.m. Dissolving the Corporation, Limited Liability Company or Partnership
To conclude the program, our speaker will address how to dissolve various business entities and will make practitioners aware of the legal issues related to dissolution.
William A. Price, Growth Law, Warrenville
* Subject to review
Please note: Supreme Court Rules on MCLE require lawyers to earn at least 4 hours of Professional Responsibility MCLE every reporting period.
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