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					SPECIaL                    Thursday & Friday, May 5 & 6, 2011 | Hyatt Regency Minneapolis | 1300 Nicollet Mall

EDITION



Business Law
            The 2011



      Co-Sponsored by Minnesota CLE and the MSBA Business Law Section
                                                                               INSTITuTE
Extraordinary Guest Speakers:                              Other Plenary Sessions
                                                           •	 Minnesota	Caselaw	and	Statutory	Update
Chief Justice Lorie S. Gildea                              •	 The	Delaware	Update
Minnesota Supreme Court                                    •	 The	M	&	A	Market:	What	We	Can	Expect	in	
                                                              2011 and Beyond
“Minnesota’s Courts and Budget Crisis”

Toni Halleen                                               Breakout Sessions Including
                                                           •	 So	You	Want	to	Be	Our	Lawyer?	Here’s	How
The General Counsel, Ltd. Minneapolis and
                                                           •	 5	Bankruptcy	Trends	that	Affect	the	Business	Group
Fun with Law, Minneapolis
                                                           •	 Dodd-Frank’s	Effect	on	Private	Placements,	Private	
”Hiring, Firing and Discipline of Non-Union Employees”
                                                              Equity,	Hedge	Funds	and	Venture	Capital
                                                           •	 Drafting	Enforceable	Commercial	Contracts	in	
Jessica L. McDonald                                           Indian Country
HB Global Advisors Corp., Vancouver, British Columbia      •	 Mortgage	and	Loan	Issues	in	Minnesota
”Carrying on Business in Canada”                           •	 10	Tips	and	Takeaways	for	Buying	or	Selling	an	
                                                              Environmentally	“Dirty”	Business
Nina Meierding                                             •	 Global	Mobility	in	Today’s	Dynamic	International	
Negotiation and Mediation Training Services                   Employment	Marketplace
Bainbridge Island, Washington                              •	 Equity	Compensation	in	a	Pass-Through	World
                                                           •	 And	much	more	inside!
“Working with the Difficult Client” and
“Multi-Party Negotiations”
                                                           PLUS	don’t	miss	your	chance	to	win	an	iPad,
Fred H. Miller                                             a Kindle and other great prizes at the Institute
Of Counsel at Gray Plant Mooty PA                          Reception!	
“What Are Uniform Laws and Why Are They Beneficial
to Minnesota?”                                             Minnesota	CLE	has	applied	for	12.75	
                                                           total credits, and you will have
Secretary of State Mark Ritchie                            the opportunity to earn up to                 Materials
“Update from the Minnesota Secretary of State”             1.0 ethics credits and 2.0               available on a
                                                           elimination of bias credits.
                                                                                                  fully searchable
                                                                                                          CD-ROM!
FACULTY & PLANNERS
                                      Lynn Anderson                        Scott M. Hagel                  • Vincent D. Louwagie                 Mark Ritchie
                                      Holiday Companies                    Henson & Efron PA                 Anthony Ostlund Baer &              Minnesota Secretary of State
                                      Minneapolis                          Minneapolis                       Louwagie PA                         Office of the Secretary of State
                                                                                                             Minneapolis                         Saint Paul
                                    • C. Robert Beattie                    Toni Halleen
                                      Oppenheimer Wolff &                  The General Counsel Ltd. and      George D. Martin                    Katherine A. Roek
                                      Donnelly LLP                         Fun with Law                      Faegre & Benson LLP                 Lindquist & Vennum PLLP
                                      Minneapolis                          Minneapolis                       Minneapolis                         Minneapolis


                                      Joan Bibelhausen                     William J. Haubert                Jessica L. McDonald                 Peter J. Rue
                                      Lawyers Concerned for Lawyers        Richard Layton & Finger PA        HB Global Advisors Corp             Briggs and Morgan PA
                                      Saint Paul                           Wilmington, DE                    Vancouver, British Columbia         Minneapolis


                                    • Mary Bierkamp                        Rochelle Hauser                   Nina Meierding                      Kathleen Smith Ruhland
                                      FCS Commercial Finance Group         Henson & Efron PA                 Negotiation and Mediation           Faegre & Benson LLP
                                      Minneapolis                          Minneapolis                       Training Services                   Minneapolis
                                                                                                             Bainbridge Island, Washington
                                    • Jennifer Reedstrom Bishop          • Gene H. Hennig                                                        Daniel R. Shulman
                                      Gray Plant Mooty PA                  Gray Plant Mooty PA               Stephen M. Mertz                    Gray Plant Mooty PA
                                      Minneapolis                          Minneapolis                       Faegre & Benson LLP                 Minneapolis
                                                                                                             Minneapolis
                                    • Bert Black                         • Joseph J. Humke                                                     • Steven H. Silton
                                      Office of the Secretary of State     Lindquist & Vennum PLLP           Fred H. Miller                      Hinshaw & Culbertson LLP
                                      Saint Paul                           Minneapolis                       Of Counsel at                       Minneapolis
                                                                                                             Gray Plant Mooty PA
                                                                                                             Minneapolis
                                      David D. Brauer                    • George Ingebrand                                                    • James E. Snoxell
                                      Lurie Besikof Lapidus &              Leonard O’Brien Spencer                                               Henningson & Snoxell Ltd.
                                      Company LLP                          Gale & Sayre                      Art Monaghan                        Maple Grove
                                      Minneapolis                          Minneapolis                       Granite Equity Partners
                                                                                                             Northfield
                                                                                                                                                 Michael A. Stanchfield
                                    • John E. Brower                       Peter S. Janzen                                                       Faegre & Benson LLP
                                      Gray Plant Mooty PA                  Land O’Lakes Inc.               • Bruce W. Mooty                      Minneapolis
                                      Minneapolis                          Arden Hills                       Gray Plant Mooty PA
                                                                                                             Minneapolis
                                                                                                                                                 Charles E. Steffey
                                    • Jennie A. Clarke                     Thomas A. Jensen                                                      Attorney at Law
                                      Henson & Efron PA                    Leonard Street and Deinard PA   • Jonathan L.H. Nygren                Saint Paul
                                      Minneapolis                          Minneapolis                       Faegre & Benson LLP
                                                                                                             Minneapolis
                                                                                                                                               • Violet Struss
                                      Thomas J. DiPasquale                 David C. Jenson                                                       Target
                                      3M                                   Leonard Street and Deinard PA   • Jeffrey B. Oberman                  Minneapolis
                                      Saint Paul                           Minneapolis                       Oberman Thompson Segal LLC
                                                                                                             Minneapolis
                                                                                                                                                          .
                                                                                                                                                 Michael P Sullivan, Jr.
                                      Skip Durocher                        Adam Jones                                                            Gray Plant Mooty PA
                                      Dorsey & Whitney LLP                 Smiths Medical                            .
                                                                                                             Daniel P O’Keefe                    Minneapolis
                                      Minneapolis                          Saint Paul                        Aon Benfeld
                                                                                                             Bloomington
                                                                                                                                               • David M. Vander Haar
                                    • Bruce M. Engler                      Kevin W. Kaiser                                                       Faegre & Benson LLP
                                      Faegre & Benson LLP                  Lindquist & Vennum PLLP         • Jann L. Olsten                      Minneapolis
                                      Minneapolis                          Minneapolis                       The Center for Law
                                                                                                             and Business
                                                                                                             William Mitchell College of Law
                                                                                                                                               • Thuy Vo
                                      Michael C. Flom                      Thomas O. Kelly III               Saint Paul                          William Mitchell College of Law
                                      Gray Plant Mooty PA                  Dorsey & Whitney LLP                                                  Saint Paul
                                      Minneapolis                          Minneapolis
                                                                                                             Bryan K. Phillips
                                                                                                             SurModics
                                                                                                                                               • Wade R. Wacholz
                                      James M. Frommelt                  • David C. Kim                      Eden Prairie                        Gislason & Hunter LLP
                                      Lazard Middle Market LLC             Gislason & Hunter LLP                                                 Minneapolis
                                      Minneapolis                          New Ulm
                                                                                                           • Spiwe Pierce
                                                                                                             Smiths Medical
                                                                                                                                                 Wilda A. Wahpepah
                                      Randy L. Gegelman                    Elaine M. Kumpala                 Saint Paul                          Dorsey & Whitney LLP
                                      Faegre & Benson LLP                  Faegre & Benson                                                       Minneapolis
                                      Minneapolis                          Minneapolis
                                                                                                           • Stephen M. Quinlivan
                                                                                                             Leonard Street and Deinard PA
                                                                                                                                                 Thomas G. Wallrich
                                      Honorable Lorie S. Gildea          • Phillip L. Kunkel                 Minneapolis                         Hinshaw &Culbertson LLP
                                      Chief Justice Minnesota              Gray Plant Mooty PA                                                   Minneapolis
                                      Supreme Court                        Saint Cloud
                                      Saint Paul                                                             Alissa Raddatz
                                                                                                             Faegre & Benson LLP
                                                                                                                                               • Mark D. Williamson
                                                                           Charles B. Lannin                 Minneapolis                         Gray Plant Mooty PA
                                      Allison J. Gonzalez                  Stone Arch Capital LLC                                                Minneapolis
                                      Hamre Schumann Mueller &             Minneapolis
                                      Larson PC                                                              Jill R. Radloff
                                      Minneapolis                                                            Leonard Street and Deinard PA
                                                                                                                                               • James L. Young
                                                                         • Kenneth S. Levinson               Minneapolis                         Westman Champlin & Kelly PA
                                                                           Faegre & Benson LLP                                                   Minneapolis
                                      R. Hunt Greene                       Minneapolis
                                      Greene Holcomb & Fisher LLC
                                      Minneapolis                                                                                              • Member of Institute
                                                                                                                                                 Planning Committee
 2   | The Business Law Institute
contents
                                                                                                                                           The 2011
                                                                                                                                           Business Law
                                                                                                                                           Institute
                                                                                                                                           Thursday & Friday
                                                                                                                                           May 5 & 6, 2011


  IN THIS ISSuE
                                                                                                                                           FEaTuRES
Minnesota’s Courts and the                                          Plenary Session on “Working
                                                                                                                                            PLENARY SESSIONS
Budget Crisis                                                       with the Difficult Client” and                                          Minnesota Caselaw and Statutory Update
                  Lorie S. Gildea was appointed Chief               Breakout Session on “Multi-Party                                        The Delaware Update (with special guest
                                                                                                                                            William J. Haubert, Richard Layton &
                 Justice of the Minnesota Supreme Court on
                 May 13, 2010. Prior to being appointed as
                                                                    Negotiations”                                                           Finger PA, Wilmington, Delaware)
                 an Associate Justice in 2006, she served                                                                                   The M & A Market: What We Can Expect in
                                                                                     Nina Meierding, a national leader
                 as	a	judge	in	the	Fourth	Judicial	District,	                                                                               2011 and Beyond
                                                                                     in	the	field	of	conflict	resolution,	has	been	
                 Hennepin County. Before being appointed
                                                                                     providing training and mediation services for
                 to	the	bench	in	September	2005,	she	
                                                                                     over	twenty	five	years	and	is	now	a	full-time	
was	a	prosecutor	in	the	Hennepin	County	Attorney’s	Office	
                                                                                     trainer (Negotiation and Mediation Training

                                                                                                                                           CHOICES, CHOICES
(2004–2005),	Associate	General	Counsel	at	the	University	of	
                                                                                     Services)	and	a	professor.	She	teaches	at	
Minnesota	(1993–2004)	and	in	private	practice	at	Arent	Fox	
                                                                                     Pepperdine	University,	Southern	Methodist	
in	Washington,	D.C.	(1986–1993).
                                                                    University	and	Lipscomb	University	and	is	the	mediation	
                                                                    consultant	and	trainer	for	the	Wisconsin	Special	Education	
                                                                    Mediation System. Nina provides customized training to                  BREAKOUTS
Hiring, Firing and Discipline of                                    businesses, courts, school districts, city, county, and federal
                                                                    governmental agencies, medical centers, corporations,
                                                                                                                                            Ask the Experts: The UCC Roundtable

Non-Union Employees                                                 nonprofit	groups	and	universities	in	the	United	States	and	             So You Want to Be Our Lawyer? Here’s How
                                                                    abroad.                                                                 Attorney Client Privilege and Other Ethical
                  Toni Halleen is an employment                                                                                             Dilemmas
                   law attorney with The General Counsel,                                                                                   5 Bankruptcy Trends that Affect the
                   Ltd.	(the	GCL),	a	unique	law	firm	which	         Luncheon Address on “What Are                                           Business Group
                   provides	outsourced,	in-house	counsel	
                   services to business clients. Prior to joining   Uniform Laws and Why Are They                                           Dodd-Frank’s Effect on Private Placements,
                                                                                                                                            Private Equity Hedge Funds and Venture
                   GCL,	Toni	was	the	Principal	Employment	
                   Law	Attorney	for	ADC	Telecommunications,	
                                                                    Beneficial to Minnesota?                                                Capital
and for several years she also practiced employment law                                                                                     Independent Contractor Agreements: Are
                                                                                      Fred H. Miller is the George L.
with	the	Twin	Cities	law	firm	of	Briggs	and	Morgan.	Toni	has	                                                                               They Worth the Risks?
                                                                                      Cross	Research	Professor	Emeritus	at	the	
been	teaching	and	training	professionals	since	1989,	during	                                                                                Drafting Enforceable Commercial Contracts
                                                                                      University	of	Oklahoma	College	of	Law	
which time she has also been an improvisation performer.                                                                                    in Indian Country
                                                                                      and Of Counsel to Gray Plant Mooty PA
Toni is also the President and Founder of Fun with Law.
                                                                                      in Minneapolis. He is a member of the                 A Primer on the Interest Rate Protection
Toni’s	“Think	on	the	Spot”	seminars	are	presented	across	
                                                                                      American Law Institute and serves on the              Devices Required by Lenders
the	country,	and	are	designed	to	build	listening,	thinking,	
                                                                                      Permanent	Editorial	Board	of	the	Uniform	
communication	and	presentation	skills	for	professionals.                                                                                    Mortgage and Loan Issues in Minnesota
                                                                    Commercial Code. Professor Miller is a Commissioner from
                                                                    Oklahoma	to	the	National	Conference	of	Commissioners	                   10 Tips and Takeaways for Buying or Selling
                                                                    on	Uniform	State	Laws	(NCCUSL),	and	formerly	was	its	                   an Environmentally “Dirty” Business
Carrying on Business in Canada                                      Executive	Director	and	chair	of	its	Executive	Committee.	
                                                                    Professor Miller is a past President of the Conference. He
                                                                                                                                            Elimination of Bias: Mental Health and
                                                                                                                                            Addiction Issues in the Legal Profession
                                                                    has	authored	or	co-authored	over	100	law	review	articles	
                  Jessica L. McDonald	is	Executive	                                                                                         Multinational Commercial Contracts
                                                                    or	related	works	and	over	10	books	or	book	chapters	on	
                  Vice-President,	Western	and	International	
                                                                    issues relating to all aspects of commercial and consumer               International M & A Transactions
                  Development,	HB	Global	Advisors	Corp.,	
                                                                    law.	Professor	Miller	has	taught	at	the	University	of	Iowa,	            What We Know About Clawback Litigation
                  where she advises on sensitive negotiation
                                                                    Oklahoma	City	University,	University	of	Alabama	and	William	            After Madoff and Petters
                  of business transactions, multilateral
                                                                    Mitchell	College	of	Law,	and	served	as	Associate	Dean	of	the	
                  negotiations, relationships between the                                                                                   Equity Compensation in a Pass-Through
                                                                    University	of	Oklahoma	College	of	Law.
                  business and aboriginal communities, and                                                                                  World
dispute	resolutions.	She	also	has	extensive	experience	in	
public sector governance, administrative reform and land                                                                                    Global Mobility in Today’s Dynamic
use	planning.	Previously,	Ms.	McDonald	served	for	four	             “Update from the Minnesota                                              International Employment Marketplace
and	a	half	years	as	Deputy	Minister	to	the	Premier,	Cabinet	
Secretary and Head of BC Public Service. She has been
                                                                    Secretary of State”                                                     General Counsel on E-Discovery and
                                                                                                                                            Management of Risk
recognized nationally for her leadership in innovation and
                                                                                      Minnesota Secretary of State                          Legal Hotspots in Mergers and Acquisitions
employee	engagement	and	was	appointed	to	Canada’s	Top	
100 Most Powerful Women Hall of Fame. She is a Board                                  Mark Ritchie partners with township,
Director	and	Chair	of	International	Programs	at	the	Institute	                         city,	and	county	officials	to	organize	elections	
of	Public	Administration	of	Canada	and	is	a	regular	speaker	                           on	behalf	of	Minnesota’s	3.7	million	eligible	

                                                                                                                                           LIGHTNING ROuND
and	panelist	on	leadership.	Ms.	McDonald	joined	HB	Global	                             voters. Mr. Ritchie also oversees a wide
Advisors	Corp.,	Heenan	Blaikie’s	consulting	arm,	in	January	                           range of services for Minnesota businesses
of 2010.                                                                               provided	by	the	Office	of	the	Secretary	of	
                                                                    State,	including	the	archiving	of	official	documents.	He	is	
                                                                    also	responsible	for	administering	Safe	at	Home,	Minnesota’s	           MINI-BREAKOUTS
                                                                    address	confidentiality	program.	Mr.	Ritchie	serves	on	the	
                                                                                                                                            The Google Book Settlement and Antitrust
                                                                    State	Executive	Council,	the	State	Board	of	Investment,	
                                                                    and on the Board of the Minnesota Historical Society. He is             Preparation of Minutes
                                                                    currently president of the National Association of Secretaries          Using Business Entities in Estate Planning
                                                                    of	State.	As	a	result	of	his	non-partisan	leadership	of	the	
                                                                    2008	U.S.	Senate	recount,	Mr.	Ritchie	was	named	the	2008	               Annual Meetings for Closely Held Entities
                                                                    Politician	of	the	Year	by	Politics in Minnesota,	the	state’s	
                                                                    largest political news journal.
                                                                                                                                                              The Business Law Institute |   3
                                                                                                                      Enjoy terrific plenary
                                                                                                                    sessions and choose from
                                                                                                                    23 breakouts – including




    SCHEDULE
                                                                                                                     ethics and elimination
                                                                                                                          of bias topics.




                                                                                                  Featured
    Thursday                                            10:45 – 11:45 a.m.

                                                        Carrying on Business in Canada –
                                                                                                  Speaker
                                                                                                                  shifting alliances, formation of teams and
                                                                                                                  internal team bargaining, principal-agent
                                                                                                                  roles, timing, and rules of decision making.

    May 5, 2011                                         a View from a New Multi-Disciplinary
                                                        Practice on Canada’s West Coast
                                                                                                                  the presenter has mediated over 4,000 cases
                                                                                                                  and we will examine the communication
                                                                                                                  dynamics both from a negotiation and
                                                        this session will offer insights into carrying on         mediation/arbitration perspective.
                                                        business in Canada from a former top public               Nina Meierding
    7:30 – 8:45 a.m.                                    servant now leading a business consulting
    RegistRation & Continental BReakfast                group out of one of Canada’s largest law firms.
                                                        it will profile the advantages and challenges
                                                        of operating a multi-disciplinary practice and       2)   ask the Experts – The uCC Roundtable
    8:45 – 9:00 a.m.                                    how best to approach business in Canada.                  Join our panel of experts to review and
                                                        Hand out materials will include an overview of            discuss the “hot topics” in UCC practice –
    intRoDUCtions & WelCoMe
                                                        the Canadian legal and business landscape for             including the pending revision to article
    Jennifer Reedstrom Bishop                           investing, starting and operating a business in           9 that may be adopted here in Minnesota
    Chair, MSBA Business Law Section                    Canada.                                                   in the current legislative session – other
                                                        Jessica L. McDonald                                       developments, and what you need to know to
                                                                                                                  work within your practice.
    9:00 – 10:00 a.m.                       Featured                                                              C. Robert Beattie, Gene H. Hennig,
                                            Speaker                                               Featured
    Working with the Difficult                          11:45 a.m. – 1:00 p.m.                                    Thomas O. Kelly, III & Phillip L. Kunkel
                                                        institUte lUnCHeon                        Speaker
    Client – understanding Sources
                                                        Hyatt Regency Minneapolis
    of Resistance to Settlement                         (provided to all attendees)                          3)   So You Want to Be Our Lawyer?
    this session will focus on understanding various
    reasons that clients may create obstacles                                                                     Here’s How
                                                        12:00 – 12:45 p.m.
    to settlement (including endowment effect,                                                                    a panel of in-house counsel and business
    optimistic overconfidence, Boulewarism, reactive    lUnCHeon aDDRess                                          executives representing start-up, family
                                                                                                                  owned and multinational businesses will
    devaluation, mismanagement of expectations,         What are uniform Laws and Why are They                    share their insights on hiring outside counsel.
    and more.) We will then explore both proactive
    and reactive strategies to overcome impasse         Beneficial to Minnesota?                                  Lynn Anderson (Holiday Companies),
    that are customized to the source of resistance;    Uniform and model laws are researched by                  Thomas J. DiPasquale (3M),
    including interest-based questioning, anchoring,    the Uniform law Commission, an organization               Daniel P. O’Keefe (Aon Benfield),
    reframing, engagement, unilateral concessions,      created in 1892 to preserve viable state law              Jann L. Olsten (co-founder, Archiver’s)
    timing, empathetic listening, and face saving       within the federal system. these statutes are             Thuy Vo, moderator (The Center for Law and
    techniques.                                         created by Commissioners from each state who              Business at William Mitchell College of Law)
    Nina Meierding                                      serve without pay and who are appointed by
                                                        the governments of their states. When enacted
                                                        by the states, these laws facilitate interstate
    10:00 – 10:15 a.m.                                  travel and business and reduce transaction and       4)   The attorney-Client Privilege and
    BReak
                                                        litigation costs. illustrative examples include           Other Ethical Dilemmas in the
                                                        business association statutes and the Uniform
                                                        Commercial Code.                                          Business Setting
                                                                                                                  1.0 ethics credit (applied for)
    10:15 – 10:45 a.m.                      Featured    Fred H. Miller
                                            Speaker                                                               the attorney-client privilege extends to
    update from the Minnesota                                                                                     business as well as individual clients, but
                                                        1:00 – 2:00 p.m.                                          defining the scope and application of the
    Secretary of State                                  BREAKOUT SESSION A                                        privilege in the business setting poses
    Minnesota secretary of state Mark Ritchie will                                                                special ethical and practical challenges.
    report on the challenges presented to the office                                                              Defining the privilege, who holds the
    of the secretary of state by Minnesota’s budget                                                               privilege, limitations and waiver of the
    situation and other matters affecting the office.   1)   Multi-Party Negotiations:            Featured        privilege, heightened scrutiny of in-house
                                                                                                  Speaker         attorneys, and work product immunity are
    Mark Ritchie                                             Expanding the Table                                  some of the issues that confront and should
                                                             this interactive session will explore                be considered by both inside and outside
                                                             what happens to negotiations when multiple           counsel.
                                                             parties have a stake in the outcome. We
                                                                                                                  Michael C. Flom
                                                             will focus on the procedural complexity of


4   | The Business Law Institute
2:00 – 2:15 p.m.                                        3:10 – 3:25 p.m.                                              session will provide valuable practical tips for
BReak                                                   BReak                                                         navigating the waters of buying and selling
                                                                                                                      so-called “dirty” businesses.
                                                                                                                      Joseph J. Humke & Katherine A. Roek
2:15 – 3:10 p.m.                                        3:25 – 4:20 p.m.
BREAKOUT SESSION B                                      BREAKOUT SESSION C
                                                                                                                12)   Multinational Commercial Contracts
                                                                                                                      our clients are increasingly engaging in
                                                                                                                      multinational transactions, both on the
5)   5 Bankruptcy Trends that affect the                9)    Hedges, Swaps, Collars and Caps –                       sourcing and selling side. this session will
     Business Group                                           a Primer on the Wonderful World                         give an overview of the issues you can
                                                                                                                      encounter when working on a commercial
     this breakout session will address the                   of Interest Rate Protection Devices                     contract with one or more parties outside
     five main trends in bankruptcy law and
     the commercial bankruptcy market that                    Required by Lenders                                     the United states, including enforcement
     are most relevant to the business group,                 two seasoned derivatives experts                        and dispute resolutions; incoterms, including
     including the current state of DiP financing,            examine interest rate protection devices                incoterms 2010; Un Convention on the sale
     the mortgage foreclosure mess, fallout from              that lenders may require in connection                  of goods; iP protection; security, including
     the Ponzi schemes, 363 sales and municipal               with commercial loans, highlighting the                 bonds and guarantees; drafting issues;
     bankruptcies.                                            differences between the various types of                and specific jurisdictional issues, including
                                                              rate protection instruments, economic and               distributor laws in various regions.
     Steven H. Silton
                                                              risk diversification considerations, isDa               Scott M. Hagel & Rochelle Hauser
                                                              procedures and standard documentation,
                                                              common issues that arise among the
6)   Dodd-Frank’s Effect on Private                           parties, tax considerations, key regulatory       4:20 – 4:30 p.m.
     Placements, Private Equity, Hedge                        developments after Dodd-frank and more!           BReak
                                                              Kevin W. Kaiser & Peter J. Rue
     Funds and Venture Capital
     the effect of the new law on Regulation D
     offerings and investment adviser act matters
                                                                                                                4:30 – 5:10 p.m.                             Featured
     applicable to private equity groups, hedge         10)   aftermath of Jackson v. Mortgage                  Minnesota Court’s and the                    Speaker
     funds and venture capital funds.                         Electronic Registration System (MERS)             Budget Crisis
     Stephen M. Quinlivan & Jill R. Radloff
                                                              and Mortgage and Loan Issues in                   the 2011 Business law institute is pleased to
                                                              Minnesota                                         welcome Chief Justice lori s. gildea as she
                                                                                                                addresses the impact of the state’s looming
7)   Independent Contractor agreements:                       general assessment of Minnesota mortgage
                                                                                                                budget crisis on the court system.
                                                              foreclosure laws in light of the prevailing
     are They Worth The Risks?                                practices adopted through MeRs and the            Chief Justice Lorie S. Gildea
     Jeff oberman, a Minnesota employment                     hindsight legal issues and problems in
     lawyer and litigator, will address recent and            conjunction with the ability to duly foreclose
     developing practices and issues regarding                mortgages under Minnesota law. Discussion         5:10 p.m.
     the use—and misuse—of independent                        includes the holding and rationale adopted
     contractor agreements, including the legal               by the Minnesota supreme court in Jackson
                                                                                                                Institute Reception
     risks they create, civil and governmental                v. MERS in conjunction with non-judicial          all attendees are invited to join
     challenges of them, and suggestions on how               foreclosure of a mortgage held by MeRs            friends and colleagues at the Hyatt Regency
     to help your clients minimize those risks.               under Minn. stat. Ch. 580, followed by            Minneapolis for complimentary food, drinks, and
                                                              contradicting conclusions made by courts          great PRIZES including an iPad and a Kindle!
     Jeffrey B. Oberman
                                                              in other jurisdictions in conjunction with        the prize drawing will be held at approximately
                                                              judicial foreclosure of MeRs held mortgages;      5:30 p.m. You must be present to win.
                                                              reevaluation of Minnesota mortgage law as to
8)   Drafting Enforceable Commercial                          the requirement, if any, of the commonality of
     Contracts in Indian Country                              the mortgage lien and its underlying debt and

                                                                                                                Friday
                                                              the legal effect of lack of such commonality;
     in the years since the U.s. supreme Court
                                                              common practice of MeRs in relation to
     decision C & L Enterprises, Inc. v. Citizen Bank
                                                              trading mortgages and underlying loans,
     Potawatomi Tribe of Oklahoma and Kiowa
     Tribe of Oklahoma v. Mfg. Technologies Inc.,
     non-tribal parties entering into commercial
                                                              documentation process for loan/mortgage
                                                              assignments, and resulting deviation of
                                                              loan versus mortgage; standing issues in
                                                                                                                May 6, 2011
     contracts with tribal parties have absorbed
                                                              judicial foreclosure proceeding; mortgage
     the lesson that a tribe possesses sovereign
                                                              registration tax issues; reassessment of
     immunity and have negotiated dispute                                                                       8:00 – 8:30 a.m.
                                                              any potential issues as to securitization of
     resolution provisions with these cases in
                                                              mortgage backed loans; and application            Continental BReakfast
     mind. as tribes have increasingly developed
                                                              of these developing principles to practices
     their court systems and often prefer to
                                                              in Minnesota regarding mortgage/loan
     resolve disputes in their own courts,
     negotiating dispute resolution provisions
                                                              assignments.                                      8:30 – 9:30 a.m.                             Featured
     and parsing the finer points of state, federal,          David C. Kim                                                                                   Speaker
     tribal, and concurrent jurisdiction have
                                                                                                                “Hiring, Firing and Discipline
     become more complex. While some legal                                                                      of Non-union Employees”
     aspects of contract enforceability in the          11)   10 Tips and Takeaways for Buying                  toni Halleen will provide a lively commentary
     tribal transaction remain untested, certain                                                                and practical tips on such key topics as the
     principles and strategies have emerged.                  or Selling an Environmentally                     importance of good hiring practices; the
     this segment provides an overview of                     “Dirty” Business                                  critical points in the hiring process; progressive
     the principles of sovereign immunity, the                                                                  discipline; investigating a problem; deciding and
                                                              for many M & a dealmakers, especially
     limitations and enforceability of tribal waivers                                                           communicating on a course of action; discharge
                                                              those playing in industries subject to
     of sovereign immunity, and the current                                                                     issues; performance appraisal guidelines; and
                                                              comprehensive environmental regulations,
     dispute resolution options commonly used by                                                                employment law as it relates to discrimination,
                                                              the success or failure of a given transaction –
     both tribal and non-tribal parties.                                                                        retaliation and common law claims.
                                                              and in some cases, whether or not the deal
     Skip Durocher & Wilda A. Wahpepah                        even happens in the first place – hinges on       Toni Halleen
                                                              the identification, management and allocation
                                                              of environmental risk and liability. this




                                                                                                                                            The Business Law Institute |   5
    9:30 – 10:15 a.m.                                           such as merger control laws. the session
                                                                also includes a more detailed review of
                                                                                                                  18)   General Counsel on E-Discovery and
    Minnesota Caselaw and Statutory update                      international compliance considerations,                Management of Risk
    Review and synopsis of key decisions that affect            including the foreign Corrupt Practices act             Join us for a panel discussion with three
    business and corporate attorneys as well as new             and the 2010 Uk Bribery act.                            general Counsel—Peter Janzen (sVP &
    law.                                                        George D. Martin, Jonathan L.H. Nygren,                 general Counsel at land o’lakes, inc.), adam
    Thomas A. Jensen & David C. Jenson                          Kathleen Smith Ruhland &                                Jones (Divisional general Counsel of smiths
                                                                Michael A. Stanchfield                                  Medical) and Bryan k. Phillips (senior Vice
                                                                                                                        President, general Counsel and secretary of
    10:15 – 10:30 a.m.                                                                                                  surmodics, inc.)—as they share their views
                                                                                                                        and internal company efforts to improve
    BUsiness laW seCtion Meeting                          15)   What We Know about Clawback                             e-Discovery preparedness and records
                                                                Litigation after Madoff and Petters                     management in order to mitigate litigation
                                                                this session will be a panel discussion                 risk. also gain valuable insights as to how
    10:30 – 10:45 a.m.                                                                                                  outside counsel can best further these
                                                                regarding the status of clawback litigation
    BReak                                                                                                               internal e-Discovery initiatives.
                                                                in light of the Madoff and Petters cases.
                                                                the session will focus on what has been                 Peter S. Janzen, Adam Jones &
                                                                learned from the ongoing cases, the status              Bryan K. Phillips
    10:45 – 11:30 a.m.                                          of the clawback actions, defenses that have             Spiwe Pierce, moderator (Associate General
                                                                been asserted, etc. the panel will further              Counsel – Litigation, Smiths Medical)
    The Delaware update                                         discuss how the result of these cases will
    Review the most recent statutory updates and                impact state and federal court fraudulent
    most important legal decisions out of Delaware.             conveyance and preference actions.
    William J. Haubert & Michael P. Sullivan, Jr.               Vincent D. Louwagie, Stephen M. Mertz &
                                                                                                                  19)   Legal Hotspots in Mergers and
                                                                Thomas G. Wallrich                                      acquisitions: Things You Should Know in
    11:30 a.m. – 12:30 p.m.
                                                                Steven H. Silton, moderator                             Today’s M & a Practice
                                                                                                                        listen to two experienced M & a practitioners
    The M & a Market: What We Can Expect in                                                                             discuss important legal trends and issues in
    2011 and Beyond                                       16)   Equity Compensation in a                                the current M & a market.
                                                                                                                        David M. Vander Haar & TBD
    Valuable insights into today’s M & a Market.                Pass-Through World
    learn what has changed, and what you can                    Businesses want to motivate and reward their
    expect in the near future. Comments from a                  employees. this session will examine the          3:45 – 4:00 p.m.
    panel of investment bankers and principals at               recent trends in llC and partnership equity
    private equity groups.                                      based compensation strategies, discuss            BReak
    James M. Frommelt (Lazard Middle Market),                   various challenges inherent in working
    R. Hunt Greene (Green Holcomb & Fisher),                    with the llC legal form, and discuss the
    Charles B. Lannin (Stone Arch Capital), &                   evolving tax issues such as “carried interests”   4:00 – 4:30 p.m.                          LIGHTNING
                                                                that have recently attracted considerable
    Art Monaghan (Granite Equity Partners)
                                                                attention.
                                                                                                                  BREAKOUT SESSION F                        ROuND
    John E. Brower, moderator
                                                                David D. Brauer & Kevin W. Kaiser

                                                                                                                  20) The   Google Book Settlement and
    12:30 – 1:30 p.m.
    lUnCH (on YoUR oWn)                                   2:30 – 2:45 p.m.                                              antitrust
                                                          BReak                                                         How google plans to digitize millions of books
                                                                                                                        and put them on the internet, and the legal
                                                                                                                        obstacle course it will have to run to get there.
    1:30 – 2:30 p.m.
                                                          2:45 – 3:45 p.m.                                              Daniel R. Shulman
    BREAKOUT SESSION D
                                                          BREAKOUT SESSION E

    13)   Elimination of Bias: Mental Health and                                                                  21)   Preparation of Minutes
                                                          Elimination of Bias: Mental Health and Chemical               Preparing minutes of board of director and
          addiction Issues in the Legal Profession        Dependency Issues in the Legal Profession (continued)         shareholder meetings – best practices.
          2-hour session                                                                                                Mark D. Williamson
          2.0 elimination of bias credits (applied for)
          this presentation covers the incidence          17)   Global Mobility in Today’s Dynamic
          and prevalence of these conditions in the
                                                                International Employment Marketplace              22) using   Business Entities in Estate
          legal profession, as well as addressing how
          lawyers may encounter clients who suffer              Companies sending employees abroad or                   Planning
          from addiction or mental health conditions.           rotating them to the United states, regardless          this program will give an overview of some of
          learns the signs, symptoms and implications           of the length and type of assignment,                   the principal ways limited liability companies,
          and what resources are available, including           must manage strategically multiple                      limited partnerships, and other legal entities
          the services of the Minnesota lawyer                  interrelated issues concerning immigration,             are used in estate planning, including an
          assistance Program.                                   corporate and employee tax issues, visas                overview of the possible uses, and potential
          Joan Bibelhausen, Allison J. Gonzalez &               and employment law, and employee                        problems associated with, family Cabin llCs.
          Charles E. Steffey                                    compensation and benefits. the development
                                                                and the implementation of a comprehensive               James E. Snoxell
                                                                expatriate program that strategically
                                                                addresses these areas will reduce costs,
    14)   International M & a Transactions                      increase efficiencies, and minimize exposure      23) annual    Meetings for Closely Held
          successfully completing international                 to risks for both the company and the
          M & a transactions requires analyzing and             employee. Companies and employees also                  Entities
          addressing significant issues in addition             need to consider country departure/exit                 a look at the basics and the nuances of
          to those addressed in typical domestic                requirements, terminations, and repatriation            planning and conducting annual meetings
          transactions. this session provides an                issues. this panel will address these various           for closely held corporations, llCs or
          overview of many of these issues, including           matters and take audience questions.                    partnerships. What business is required to
          transaction structure, timing considerations,         Randy L. Gegelman, Elaine M. Kumpala,                   be done? What business may be done? What
          tips on working with clients and counsel              Kenneth S. Levinson & Alissa Raddatz                    information must be given? Who may attend?
          from other jurisdictions, and foreign laws                                                                    How should the meeting be organized and
          that might impact the proposed transaction,                                                                   run?
                                                                                                                        Wade R. Wacholz

6   | The Business Law Institute
                                                                                                                                                                                                                     220-11 | ldo




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