30th Annual Business Law Seminar 2019: Structuring a New Business—Protecting the Founders and Attracting Investors

MCLE Credits: 4.0
Ethics Credits Included: 0.0

Live on Site: Friday, March 8 / Fairfax
Registration: 8:30 a.m.
Program: 9:00 a.m. - 1:15 p.m.
MCLE Credit: 4.0 (Ethics: 0.0)
Live-Interactive Credit: 4.0 Live Interactive MCLE Credit Symbol


Why Attend?

  • Understand the optimal means for organizing a new entity
  • Learn the various methods for assigning equity in the business
  • Explore the legal aspects of raising capital
  • Obtain helpful practice forms among the written materials

Cosponsored with the Business Law Section of the Virginia State Bar

This seminar is designed to provide business lawyers with an update on the legal and business considerations in structuring the ownership, governance, and capitalization of startup and emerging companies. The presenters include small- and large-firm attorneys experienced in choice of entity, founder and employee equity terms, and venture capital financings. Model practice forms and provisions will be provided.

Among the practice forms to be provided in the written materials will be:

  • Corporation Articles of Incorporation and Bylaws
  • LLC Articles of Organization and Operating Agreements
  • Option Agreement and Share Award Agreement
  • Inventions Assignment and Non-Disclosure Agreement
  • Investor Rights Agreement
  • Convertible Note, Warrant, and Simple Agreement for Equity (SAFE)

The topics presented during this seminar are intended to address basic-level understanding. A companion program, the 46th Annual Advanced Business Law Conference, is scheduled for October 18 and 19 in Wintergreen, VA. The advanced conference will take the same topics to the next level, and provide more advanced forms as well. Please plan to attend both programs!

Can't Attend?
E-mail distance_ed@vacle.org to be notified when/if this program is made available as an online or USB seminar.
E-mail publications@vacle.org to be notified when/if this program's seminar materials are made available for sale.



8:30 Registration
9:00 Update on Corporate and LLC Organizational Practice and Forms
Tom Hicks
  • Corporation and LLC differences
  • Virginia Code refresher
  • Organizational document best practices
  • Fiduciary duties; indemnification, and insurance
  • Noteworthy Delaware vs. Virginia differences
10:15 Dividing the Pie: Founder and Employee Equity and Related Agreements
Julia Kovacs, Cathryn Le Regulski
  • Trends in founder equity ownership
  • Employee equity and option awards
  • Employment, consulting, and covenants agreements
  • Equity plan  securities law exemptions
11:30 Break
11:45 Trends in Venture Capital—From Seed and Angels to “Series A”
Matt Clary, Debbie Froling

  • Update on federal and state securities laws and practice pointers
  • Convertible Notes, SAFEs, and Equity (Common and Preferred)
  • Formation and capital-raising pitfalls to avoid
  • Company cap table and recordkeeping best practices
1:15 Adjourn



Matthew A. Clary, III, Law Offices of Matthew A. Clary / Fairfax
Deborah S. Froling, Kutak Rock LLP / Washington, DC
C. Thomas Hicks, III
, Offit Kurman / Tysons
Steven J. Keeler, McGuireWoods LLP / Charlottesville
Julia T. Kovacs, DLA Piper LLP (US) / Washington, DC
Cathryn Le Regulski, DLA Piper LLP (US) / Reston
Clare M. Lewis, McGuireWoods LLP / Charlottesville

Locations, Dates and Fees

(All registrants will receive access to a complete set of downloadable e-book seminar materials.)

$220* regular registration (without printed materials).
$250 regular registration plus printed materials.
$205* preregistering VSB Business Law Section member (without printed materials).
$235 preregistering VSB Business Law Section member plus printed materials.
$265 on-site registration (if space is available) (printed materials included).

*Available until 3 business days before the program


FAIRFAX / Friday, March 8
Waterford at Fair Oaks (Venue Website / Google Map)
12025 Lee Jackson Memorial Highway
(703) 352-3200

Click here if you wish to register three or more people from the same firm.
A special 15% discount and free shipping on Virginia CLE®–published books will be available for purchases made at the seminar site.

Lower Registration Fee and Greater Functionality with Downloadable E-Book Seminar Materials

ALL seminar registrants will receive access to a complete set of downloadable e-book seminar materials. E-book materials are searchable, easily accessible, and efficient to use.

When registering, please be sure to provide a legible, valid e-mail address to which Virginia CLE® can send a link to the e-book materials.

Registrants who elect a registration option that includes downloadable e-book seminar materials only and not the printed materials will receive, at the seminar, a short, printed seminar outline with space to take notes.

Printed Materials: You still have the option of receiving a complete set of printed materials for a higher registration fee. Registrants who choose this option will receive printed materials at the program.


To receive access to the downloadable e-book materials BEFORE the seminar AND register for the lower fee, your registration must be received no later than 5:00 p.m. THREE BUSINESS DAYS BEFORE the seminar.  A link to the downloadable e-book materials will be e-mailed to you two business days before the seminar.  Once you download the materials, you can review them and print the portions you want to bring with you to the seminar.

After 5:00 p.m. THREE BUSINESS DAYS BEFORE the seminar, only the registration options that include printed materials will be available.

Cancellation/transfer requests will be honored through 5:00 p.m. of the DAY BEFORE the seminar.  You will, however, be charged $60 for the materials if you cancel your registration for the seminar, or transfer registration to a different seminar, after the link to the materials has been e-mailed by Virginia CLE®.

If you have a disability that requires special accommodation, please contact Virginia CLE® well in advance of the program date.

Private recording of this program is prohibited.

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