"BUSINESS LAW INSTITUTE"
Colorado Bar Association CLE In Colorado, Inc. The nonprofit educational arm of the Colorado Bar Association and the Denver Bar Association 8th Annual BUSINESS LAW BUSINESSLAW INSTITUTE INSTITUTE Co-sponsored by the Business Law Section of the Colorado Bar Association and the Colorado Chapter of the Association of Corporate Counsel PROGRAM HIGHLIGHTS: WHY YOU SHOULD ATTEND: ■ Legal and Economic Factors That Attract (or Deter) ■ Timely, Practical Topics and Ethics Credits Companies to Do Business in Colorado ■ Case Law and Legislative Updates ■ Waiving and Restricting Duties/Member Rights in ■ Excellent Networking Opportunity with Unincorporated Entities Colleagues ■ Case Law Update ■ Great Getaway for the Entire Family! ■ Legislative Update ■ Third Party Legal Opinion Practice 2007 INSTITUTE HEADQUARTERS: ■ Colorado v. Delaware Entities ■ LLCs v. LLPs v. LLLPs JOIN US AT THE ■ Private Placements in Colorado ■ Avoiding Veil Piercing in Parent/Subsidiary Relationships and Other Entities ■ Attorney-Client Privilege ■ E-discovery, including Records Retention, the Dangers of E-mail, and Culling the Data See Inside for Details and Room Rate Information. ■ Ethics Rules Changes - What In-house Attorneys Need to Know ■ ADR and EDR ■ International Transactions: Rules, Joint Ventures, and Due Diligence ■ Update from the Colorado Secretary of State ■ Sarbanes-Oxley and Ethics ■ The Impact of Ethics 2000 on Business Law Attorneys AUGUST 2-4, 2007 • At The Vail Cascade Resort & Spa • Vail, CO Submitted for 16 General Credits, Including 3 Ethics 8TH ANNUAL BUSINESS LAW INSTITUTE W elcome to the Eighth Annual Colorado Business Law Institute! The Institute, as always, provides you with timely, In addition, all attendees will be able to take advantage of numerous opportunities to discuss current developments with colleagues and experts in an informal setting. practical updates on important new developments in business law in Colorado This year's Institute features distinguished business law attorney John E. and on the national level. This year's Institute includes important information Moye, of Moye White, LLP; the Honorable Mike Coffman, Colorado Secretary on the significant, new changes to the Colorado attorney ethics rules, of State; Susan Hackett, Senior Vice President and General Counsel of the including how those changes affect in-house and transactional practitioners. Association of Corporate Counsel; J. William Callison of Faegre & Benson, Attendees will also enjoy new presentations on critical and emerging areas of LLP; Ann E. Conaway, Professor of Law, Widener University School of Law; business law such as ADR and EDR, e-discovery best practices, veil-piercing, Robert R. Keatinge of Holland & Hart LLP; Cathy S. Krendl of Krendl Krendl and third party legal opinions. Sachnoff & Way, PC; Mark J. Loewenstein, Professor of Law, University of Transactional attorneys, litigators, and in-house counsel will benefit from the Colorado Law School, and other prominent business law practitioners and wealth of learning options provided by the two tracks of topic segments on Day 2. industry professionals. Enjoy the cool mountain weather and earn CLE credits while you receive a great business law learning experience - DON'T MISS THE 8TH ANNUAL COLORADO BUSINESS LAW INSTITUTE! FACULTY & PLANNING COMMITTEE: The Honorable John E. Moye Susan Hackett, Mike Coffman Moye White, LLP Senior Vice President and PLANNING Secretary of State Denver, CO General Counsel COMMITTEE: State of Colorado Association of Corporate Allen Sparkman Denver, CO Counsel Planning Committee Washington, DC Chairperson Sparkman Shaffer Perlick, LLP Boulder/Denver, CO Victoria B. Bantz Garth B. Jensen Mark J. Loewenstein Robert S. Rendell Shawn L. Cheadle, Esq. Faber Bantz, PC Holme Roberts & Owen LLP University of Colorado Law School Patton Boggs, LLP Teledyne Cougar, Inc. Denver, CO Denver, CO Boulder, CO Dallas, TX Lakewood, CO Catherine M. Norton Breman Robert R. Keatinge Heidi Massa, Esq. Allen Sparkman Hoskin, Farina & Kampf, PC Chicago, IL Carolyn Hariton, Esq. Holland & Hart LLP Sparkman Shaffer Perlick, LLP Grand Junction, CO Denver, CO First Data Corporation Denver, CO Boulder/Denver, CO Suffolk University School of Law Englewood, CO J. William Callison Joseph P. McMahon, Jr. Sarah Steinbeck Boston, MA Hendrik Jordaan Faegre & Benson, LLP Joseph P. McMahon, Jr., LLC Senior Legislative and Legal Denver, CO Holme Roberts & Owen LLP Matthew Kirsch Denver, CO Analyst Denver, CO Nancy Cohen Assistant United States Attorney Business Division United States Attorney's Office, Melissa L. Mong Deputy Regulation Counsel Colorado Department of State Robert R. Keatinge District of Colorado Patton Boggs, LLP Colorado Supreme Court Denver, CO Denver, CO Holland & Hart LLP Denver, CO Denver, CO Denver, CO Cecil E. Morris, Jr. Jack Tanner Suffolk University School Ann E. Conaway Peter G. Koclanes Fairfield & Woods, PC Netzorg McKeever Koclanes & Pendleton Friedberg Wilson & of Law Widener University School of Law Hennessey, PC Denver, CO Bernhardt LLC Boston, MA Wilmington, DE Denver, CO Denver, CO Anthony van Westrum, Esq. Cathy S. Krendl Kent D. Enwright, Esq. Anthony van Westrum, LLC Cathy S. Krendl O. Russel Murray Krendl Krendl Sachnoff & Senior Human Resources Denver, CO Krendl Krendl Sachnoff & Way, PC ADRcom.com Way, PC Consultant Denver, CO Denver, CO Denver, CO Kaiser Permanente Deanna L. Westfall Denver, CO Russel Murray III Brown, Berardini & Dunning, PC Mark J. Loewenstein Christopher Leh Russel Murray III, PC Denver, CO University of Colorado Michael R. Finley, Esq. Holland & Hart LLP Lexis Nexis Applied Discovery Boulder, CO Aurora, CO Law School Keith Whitelaw Washington, DC Director, Business Division Boulder, CO Kit LeVoy Robert Neece Holly B. Gonzales, Esq. Holland & Hart LLP Burns Wall Smith & Mueller, PC Colorado Department of State Robert Neece Hewlett-Packard Company Denver, CO Denver, CO Denver, CO Burns Wall Smith & Fort Collins, CO Kenneth S. Witt Mueller, PC Herrick K. Lidstone, Jr. Fern O'Brien Patton Boggs, LLP Denver, CO Natalie Hanlon-Leh Burns, Figa & Will, P.C. O'Brien Waring & Zender, PC Faegre & Benson, LLP Greenwood Village, CO Boulder, CO Denver, CO Deanna L. Westfall Denver, CO Brown, Berardini & Victor Limongelli Marty Provin Amy L. Hirter President and General Counsel Executive Vice President Dunning, PC Holland & Hart LLP Guidance Software, Inc. Jordan Lawrence Group, LC Denver, CO Boulder, CO Pasadena, CA St. Louis, MO 8TH ANNUAL BUSINESS LAW INSTITUTE AGENDA: DAY 1 • Thursday, August 2, 2007 12:00 - 1:00 pm Registration 1:00 - 1:15 pm Welcome – Extended by Allen Sparkman, Program Chair and Brock Wood, Program Attorney, Colorado Bar Association CLE 1:15 - 2:15 pm Legal and Economic Factors That Attract (or Deter) Companies to do Business in Colorado A discussion of the economic, political, and legal climate for businesses to domesticate and operate in Colorado. Topics to be discussed include what we have done (and should do) to make Colorado entity law the most attractive for formation of business entities, the political and economic factors affecting the decision to locate in Colorado, and a review of current projects that are monitoring and recommending legal and judicial improvements. Presented by John E. Moye 2:15 - 3:45 pm The Contractual Right to Modify or Eliminate Duties and Limit Transfers of Interests in Unincorporated Entities - Panel Discussion Under Colorado law, default fiduciary and statutory rights involving care, loyalty, information, and even good faith can be modified and in some cases eliminated in the operating or partnership agreement. In addition, that agreement may impose restrictions on transfers of interests and limit the rights of transferees. This panel will discuss the efficacy and advisability of including those provisions in partnership and operating agreements. The panel will address considerations in negotiating contractual provisions reducing or eliminating the duties and restricting transfers, including the extent to which such contractual provisions must be disclosed in offering documents or otherwise and the extent to which those provisions will be respected by trial, divorce, and bankruptcy courts. Presented by Robert R. Keatinge, Peter G. Koclanes, Deanna L. Westfall, Victoria B. Bantz, and Russel Murray III 3:45 - 4:00 pm Break 4:00 - 5:15 pm The Contractual Right to Modify or Eliminate Duties and Limit Transfers of Interests in Unincorporated Entities - continued 5:15 pm Adjourn 5:30 - 7:00 pm Reception – Hosted by the Business Law Section of the Colorado Bar Association DAY 2 • Friday, August 3, 2007 TRACKS: 8:00 am – 5:05 pm - Two great tracks to choose from! (please indicate your choice on the registration form) TRACK 1: GENERAL BUSINESS LAW ISSUES TRACK 2: IN-HOUSE COUNSEL Important Issues of Interest to all Business Law Attorneys Issues of Special Interest to In-house Counsel 8:00 am Registration 8:00 am Registration 8:30 - 8:50 am Case Law Update 8:30 - 10:10 am E-discovery (Including Records Retention, Dangers Review of important cases relating to business law. of E-mail, and Culling the Data) Presented by Mark J. Loewenstein Attend this timely and informative session and gain critical 8:50 - 9:10 am Legislative Update e-discovery practice tips as well important information on Review of important new statutory changes relating to cutting-edge e-discovery technology. Our panel of experts business law. will get your e-discovery skills up to speed quickly! Here Presented by Allen Sparkman are some of the important topics you will learn about: • How to develop and enforce a practical records and 9:10 - 10:10 am Panel on Third Party Legal Opinion Practice information management policy This panel will provide a review of the custom and practice • How to reduce e-discovery costs and risks by in preparing third party legal opinions. Learn about implementing a practical records retention program • Third party resources available • How to manage business information to avoid • When opinions can and should be requested business disruption during e-discovery and refused Presented by Marty Provin • Use of law firm opinion committees in third-party opinion practice • Best practices for requesting and providing electronic • Opinions, exceptions to opinions, and related materials in discovery due diligence • Best practices for gathering and searching • Small firm and solo opinion practice electronic data • Risk of liability from failing to follow recognized • Electronic data search technologies: The roles of the custom and practice software and the document review attorney • Risk of liability to the opinion recipient after business Presented by Michael R. Finley bankruptcy or other transaction failure • Cost-savings from efficient search, collection, and Presented by Herrick K. Lidstone, Jr., Catherine M. Norton processing of ESI Breman, and Kit LeVoy • Targeted search and collection (including recent 10:10 - 10:25 am Break case law) • The perils of custodian self-collection 10:25 - 11:15 am Colorado v. Delaware Entities • The importance of defensible processes and technology Is Delaware law really superior for your business entity? Presented by Victor Limongelli Experts in Colorado and Delaware law will compare the two bodies of law as they relate to corporations and • Straight talk from the trenches: What e-discovery unincorporated entities, considering both statutory technology means for litigators provisions and key judicial decisions. • Preventing e-discovery malpractice and ethical problems Presented by Ann E. Conaway and Mark J. Loewenstein Presented by Natalie Hanlon-Leh 8TH ANNUAL BUSINESS LAW INSTITUTE AGENDA: DAY 2 • Friday, August 3, 2007 continued TRACKS: 8:00 am – 5:05 pm - Two great tracks to choose from! (please indicate your choice on the registration form) TRACK 1: GENERAL BUSINESS LAW ISSUES TRACK 2: IN-HOUSE COUNSEL Important Issues of Interest to all Business Law Attorneys Issues of Special Interest to In-house Counsel 11:15 - 11:50 am LLCs v. LLPs v. LLLPs 10:10 - 10:25 am Break This program will focus on statutory differences in the 10:25 - 11:15 am E-discovery (Including Records Retention, Dangers treatment of alternative business entities, with an eye to of E-mail, and Culling the Data) - continued choice of entity questions and a wonderment of "why are these entity statutes not fundamentally the same"? 11:15 - 11:50 am Changes to Colorado's Ethics Rules - What In-house Presented by J. William Callison Attorneys Need to Know The new changes to the Colorado Rules of Professional 11:50 am - 1:30 pm Lunch - On your own Conduct (“Ethics 2000”) affect virtually every area 1:30 - 3:00 pm Private Placements in Colorado of in-house practice, including terms of engagement, The panel will discuss securities offerings that are duties to clients and regulators, and relationships with intended to be exempt from federal and state outside counsel. A Colorado practitioner who has been registration requirements. Topics will include what studying and commenting on ethical rules for in-house constitutes “private,” disclosure requirements and the counsel for nearly a decade will provide his insight into offering document, accredited investors, finders v. the new changes to the rules as well critical information broker/dealers, blue sky laws, the nature and extent of on how the changes affect an in-house counsel practice. potential liability of offering participants, and current Presented by Jack Tanner trends in the rights and preferences of the offered 11:50 - 1:30 am Lunch - On your own securities. Presented by Garth B. Jensen, Melissa L. Mong, 1:30 - 3:00 pm International Transactions: Rules, Joint Ventures, Robert Neece, and Fern O'Brien and Due Diligence A. International Rules Governing Cross-border Transactions 3:00 - 3:50 pm Avoiding Veil Piercing in Parent/Subsidiary • United Nations Convention on Contracts for the Relationships and Other Entities International Sale of Goods (CISG) The presenters will first discuss the theoretical tests and • International Chamber of Commerce's INCOTERMS factors Colorado and Delaware courts use to determine 2000 Trade Terms whether the corporate veil of a parent should be pierced • Uniform Customs and Practices for Documentary to find the parent liable for the obligations of its Credits (UCP's) that Affect Letters of Credit subsidiary. It will then provide practical advice and tips Presented by Robert S. Rendell an attorney may give his or her client to protect the parent from having its veil pierced. It will also discuss the B. International Joint Ventures "limits of limited liability," including veil piercing, in the Presented by Kenneth S. Witt alternative business entity (LLC, LLP) context, with an emphasis on recent case law. C. International Due Diligence Presented by Cathy S. Krendl and J. William Callison Presented by Christopher Leh and Amy L. Hirter 3:50 - 4:05 pm Break 3:00 - 3:50 pm ADR/EDR: Using Early Dispute Resolution Systems 4:05 - 5:05 pm Attorney-Client Privilege - Panel Discussion and Processes for Better Results and Lower Costs Our panel of experts will discuss important attorney- With ever-soaring litigation and arbitration costs, client privilege issues that all business law attorneys businesses and in-house counsel are looking for cost- need to know. Topics in this session include requests for effective ways to resolve disputes. Three experienced waivers of attorney-client privilege in criminal lawyers-turned dispute resolution professionals will investigations involving corporations as well as waiver of discuss the use of early dispute resolution processes and attorney-client privilege in the audit context. The waiver systems and review statistical and anecdotal data on of attorney-client privilege in the audit context, in cost savings and improved results. particular, is an important, pervasive issue that is often Presented by O. Russel Murray, Joseph P. McMahon, Jr., overlooked. and Kent D. Enwright Presented by Susan Hackett and Matthew Kirsch. 3:50 - 4:05 pm Break Panel Moderator: Robert R. Keatinge 4:05 - 5:05 pm ADR/EDR - continued 5:05 pm Adjourn 5:15 - 6:45 pm Reception - Hosted by the Colorado Chapter of the Association of Corporate Counsel DAY 3 • Saturday, August 4, 2007 8:00 am Registration 8:30 - 9:15 am Secretary of State Update Secretary Coffman will discuss how Colorado can remain competitive - and become a national leader - in today's economy. In addition to the Secretary's remarks, the panel will discuss the latest changes regarding trademarks, secured transactions, online services, forms, fees and more. Presented by the Honorable Mike Coffman, Colorado Secretary of State; Keith Whitelaw, Director, Business Division, Colorado Department of State; and, Sarah Steinbeck, Senior Legislative and Legal Analyst, Business Division, Colorado Department of State 8TH ANNUAL BUSINESS LAW INSTITUTE AGENDA: DAY 3 • Saturday, August 4, 2007 continued 9:15 - 10:15 am Sarbanes-Oxley and Legal Ethics A panel discussion among in-house and outside counsel regarding the Sarbanes-Oxley Act and how it impacts legal ethics. 1.2 Ethics Credits! Presented by Jack Tanner 10:15 - 10:30 am Break 10:30 - 12:00 pm The Ethics 2000 Changes to the Colorado Rules of Professional Conduct and the Business Lawyer This presentation will focus on the extensive changes to the Colorado Rules of Professional Conduct (“Ethics 2000”) approved by the Colorado 1.8 Ethics Credits! Supreme Court in April 2007. The presenters will focus on how the changes to the rules affect business law attorneys. Presented by Nancy Cohen, Cecil E. Morris, Jr., Allen Sparkman, and Anthony van Westrum 12:00 pm Adjourn HOTEL AND LODGING INFORMATION: DATES: AUGUST 2-4, 2007 BUSINESS LAW INSTITUTE HEADQUARTERS: Vail Cascade Resort & Spa 1300 Westhaven Drive Vail, Colorado 81657 Join your colleagues for a weekend of networking and learning at one of Colorado's premier resorts – the Vail Cascade Resort & Spa. Hiking, biking and white water rafting are just the beginning of the summer fun for you and your family. Or, perhaps, you and your family would prefer to golf, Special play tennis, take a gondola ride, fish, horseback ride, or learn how to kayak. Maybe you simply room rates for want to get away with your loved ones for the weekend and attend an outdoor symphony, attendees of the shop the world-class boutiques, tour the art galleries, dine at the finest restaurants or relax at Business Law Aria Spa & Club. The Vail Cascade Resort and Spa has something for everyone. Institute! For more information about the resort's amenities and activities, please visit their website at www.vailcascade.com. ROOM RESERVATIONS: Room rates at the Vail Cascade Resort & Spa begin at $209 for single or double occupancy. In order to take advantage of this special pricing, please specify that you will be attending the Colorado Bar Association CLE BUSINESS LAW INSTITUTE. To make reservations:Please call the Vail Cascade Resort & Spa at (800) 420-2424, or by e-mail at firstname.lastname@example.org Cut-off for room reservations is July 2, 2007. When reservation is made, full payment for room and tax is required. No shows, early departures and/or late arrivals will be charged the nightly rate for the entire reserved stay. Deposit is refundable if a reservation is cancelled prior to July 2, 2007. Special Thanks... TO OUR 8TH ANNUAL BUSINESS LAW INSTITUTE SPONSORS! • Colorado Chapter of the Association of Corporate Counsel • Business Law Section of the Colorado Bar Association • Thomson West • Bradford Publishing Company Nonprofit Org. Colorado Bar Association CLE U.S. Postage Paid In Colorado, Inc. Permit No. 1638 The nonprofit educational arm of the Colorado Bar Association and the Denver Bar Association Denver, CO 1900 Grant St., Suite 300, Denver, Colorado 80203-4303 8th Annual BUSINESS LAW BUSINESS LAW INSTITUTE INSTITUTE Co-sponsored by the Business Law Section of the Colorado Bar Association and the Colorado Chapter of the Association of Corporate Counsel LIVE ONLY: AUGUST 2-4, 2007 At The Vail Cascade Resort & Spa • Vail, CO Submitted for 16 General Credits, Including 3 Ethics REGISTER FOR THIS PROGRAM ONLINE! Go to www.cobar.org/cle 8TH ANNUAL BUSINESS LAW INSTITUTE - 4 EASY WAYS TO REGISTER ... 1 Register by PHONE... 2 Or FAX form to... 3 Or MAIL form to... www. 4 cobar.org/cle www. cobar.org/cle Or Register ONLINE... when using VISA or MasterCard. when using VISA or MasterCard. CLE in Colorado Register on our web site! In Denver: (303) 860-0608 FAX to: (303) 860-0624 1900 Grant St, Suite 300 Go to www.cobar.org/cle Toll-Free: (888) 860-2531 Denver, CO 80203-4303 LIVE SEMINAR ORDER FORM Name(s) ______________________________________________________________ TUITION ENCLOSED ❏ CBA Business Law Section Member ...................................................... $329 _______________________________________________________________ ______________________________________________________________ Attorney Reg. No. _______________________________________________________________ ❏ Association of Corporate Counsel Member .......................................... $329 ❏ CBA Member ........................................................................................ $349 Firm/Organization ______________________________________________________ ❏ Non-Member ........................................................................................ $399 DAY 2 TRACK SELECTION - Please indicate your choice below ... __________________________________________________________________ __________________________________________________________________ E-Mail Address __________________________________________________________________ ❏ TRACK 1 - General Business Law Issues ❏ TRACK 2 - In-house Counsel ____________________________________________ Street Address ____________________________________________ Receptions - Please indicate If you will be attending the following ... 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Date __________________________________________________ Price $ Signature ______________________________________________________________ Shipping & Handling $ 10.00 Required for credit card orders Subtotal $ All registrations must include a check or charge card information. Mail to CLE, 1900 Grant St., Suite 300, Denver, Colorado 80203-4303. You may register by phone or fax when using Applicable Sales Tax $ MasterCard or Visa. Phone 303-860-0608 • Fax 303-860-0624 (7.72% Denver, 4.1% RTD and 2.9% rest of Colo.) HOMESTUDY TOTAL $ CLE Use Only: Check #:_____________ Approval #:_____________