46th Annual Advanced Business Law Conference 2019 (On Demand Seminar)

MCLE Credits: 8.0
Ethics Credits Included: 2.0

MCLE Credit:	8.0 (Ethics: 2.0)
Live-Interactive Credit:	0.0
Designation Credit:	2.0 Ethics (Designations Information)
Price:	$369 (Includes a downloadable audio version.)
Viewable Through:	9/30/2022

Information
Schedule
Faculty
Locations, Dates and Fees

Information

A pre-recorded streaming VIDEO replay of the October 2019 live seminar, 46th Annual Advanced Business Law Conference.

Cosponsored with the Business Law Section of the Virginia State Bar

This seminar is designed to provide business lawyers with an in-depth, advanced-level overview of the legal and business considerations in structuring the ownership, governance, and capital raising of startup and emerging companies. The presenters include small- and large-firm attorneys experienced in forming, restructuring, and assisting early-stage and growth companies in founder and employee equity terms and venture capital financings. Basic and some more detailed model practice forms are provided.

Topics covered include:

Startup Formation
Planning of Founder Ownership
Business Trends
Raising Capital
Ethics for Lawyers Representing Founders and Startup Organizers

Schedule

COURSE TOPICS

Friday, October 18, 2019

Introduction
Steve Keeler

Starting Up Right—Part 1: Formation Without a Crystal Ball
Darden Bell, Steve Keeler

A practical discussion of choice of entity (business, legal, and tax issues), entity conversions (state law and tax), choice of jurisdiction, and founder-to-company contributions focused on venture-capital backed companies:

Advantages and disadvantages of corporations versus LLCs
Converting (under state or tax law) from one form to another
Using subsidiary entities
Choosing between Virginia and Delaware
Director, manager, officer, and controlling shareholder duties and liability protections
Issues relating to founder transfers of business plan, intellectual property, and other key assets and rights bullets

Starting Up Right—Part 2: Getting the Founders’ Deal (and Company Culture) Locked Down
Max Moyer

A new look at the critical importance of upfront planning around founder ownership, roles, and expectations, with company growth, the unpredictable and capital raising in mind:

Avoiding equal or arbitrary ownership allocations
Common and “Founder Preferred” stock rights and restrictions
Founder vesting and transfer restrictions, and preemptive, voting, and repurchase rights, and why they are good for the founders
Board seat rights and officer roles (and plans for change)
Management style or culture, including meetings, written consents, and outside directors
“Corporate Compliance” culture, including contract and other approvals, internal controls, and financial statements
Founder employment agreements (or not(?), but definitely covenants agreements)

The Carrots and Sticks for Key People
Julia Kovacs, Cathryn Le Regulski

An advanced-level discussion of trends and the “market” for:

Equity grants (and profits interests) and options, including tax and securities law issues and vesting and transfer restrictions
Dealing with and incentivizing different classes of employees
Designing firm but fair non-disclosure, non-solicitation, intellectual property assignment, and non-competition agreements
Planning ahead for departing employee equity settlements and releases
Evolving best practices relating to data privacy and security and employee use of company devices
Independent contractors versus employees
Rewarding directors and consultants

Saturday, October 19, 2019

Raising Capital—From Convertible Notes, to KISS and SAFE Forms, to Seed and Series A Preferred Equity
Brian Burke, Matt Clary, Max Moyer

An in-depth overview of the evolving trends in and “market” for structuring equity, debt, and hybrid investments by angels, venture capital funds, and alternative investors, including:

Updating company documents and records in anticipation of outside investors
The importance of the business plan, revenue model, and projections in anticipating current and future capital needs
Dealing with founder control and dilution issues, option pools, and valuation foot faults and gaps
Considering SAFEs, convertible notes, and notes and warrants before issuing stock or membership interests, including traps for the unwary
Investor terms and rights in seed versus Series A preferred financings, including the nuances in liquidation preferences, preferred returns, participation rights, and investor veto and board seat rights
In-depth review of typical investor agreements, including investor rights, voting and drag-along, right of refusal and tag-along, and other agreements
Caveats in using investment bankers, finders, and broker-dealers
Unique issues in raising capital from corporate VC or strategic investors

Ethics for Lawyers Representing Founders and Organizers of Startups
Jim McCauley

Client identification—who is/are the “client” or “clients”?
Joint representation—representing multiple founders/investors; engagement letters; and advanced waivers
Fee agreements and equity billing arrangements—taking stock in lieu of fees and Rule 1.8(a) (business transactions with clients)
Avoiding creation of unintended attorney-client relationships with constituents and investors
Post-formation: managing conflicts and obtaining waivers/informed consent
Lawyer serving on client’s board of directors and conflicts of interest
Candor in negotiations, representations, and taking advantage of adversary’s mistake
Dealing with represented and unrepresented persons—Rules 4.2 and 4.3
Technology issues—protecting confidential and personal information
Confidentiality (Rule 1.6), attorney-client privilege and work product, and exceptions and waiver

Faculty

BUSINESS LAW SECTION BOARD AND PROGRAM COMMITTEE

Steven L. Brinker, Crenshaw, Ware & Martin, PLC / Norfolk
Matthew A. Clary, III, Law Offices of Matthew A. Clary, III / Fairfax
John M. Huddle, The Global Law Group, PLC / Richmond
Brent Justus, McGuireWoods LLP / Richmond
Steven J. Keeler (Chair), McGuireWoods LLP / Charlottesville
Karl T. Knoll, Clarabridge, Inc. / Reston
Autumn R. Visser, Woods Rogers PLC / Roanoke

FACULTY

Darden Bell, Keiter / Glen Allen
Brian Burke, Cooley LLP / Reston
Matthew A. Clary, III, Law Offices of Matthew A. Clary, III / Fairfax
Steven J. Keeler, McGuireWoods LLP / Charlottesville
Julia T. Kovacs, DLA Piper LLP (US) / Washington, DC
Cathryn Le Regulski, DLA Piper LLC / Reston
James M. McCauley, Virginia State Bar / Richmond
Max Moyer, Triumph Advisors PLLC / Vienna