Business Law Institute 2023

MCLE Credits: 6.0
Ethics Credits Included: 0.0

Friday, September 29, 9:00 a.m.–4:30 p.m. ET
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MCLE Credit: 6.0
Live-Interactive Credit: 6.0 (all formats) Live Interactive MCLE Credit Symbol
Registration Fees: Live on Site: $299
Webcast: $299
Telephone: $319

Information

Why Attend?

  • Get answers to basic questions about forming a business
  • Consider the issues when starting an online or fully remote business
  • Examine some of the many ways deadlock can arise in closely held businesses
  • Survey Virginia law regarding the requirements and enforceability of non-compete agreements and discuss strategies for their use
  • Dissect the intricacies of drafting effective operating agreements
  • Explore the frequently overlooked pitfalls and errors encountered in small business purchase and sale transactions
  • Avoid key mistakes when representing either the buyer or the seller in a business transaction
  • Hear how to handle pre-negotiation due diligence and what to do if the client comes to you with little time before such due diligence is required

We are thrilled to offer Business Law Institute 2023, a full-day seminar providing a comprehensive update for attorneys advising and/or representing small businesses in the Commonwealth of Virginia. Discussion will include the basics of forming and advising businesses and must-have clauses needed for LLC Operating Agreements, plus much, much more information that is vital to the business law attorney. Join your well-respected colleagues in the business law field for a seminar that is guaranteed to be both energetic and informative!

ATTENDING IN PERSON?

The Bobzien-Gaither Education Center in Richmond/Innsbrook is our new state-of-the-art facility designed with your safety in mind. It features a Centurion air filtration system, which quickly and effectively eliminates viruses and bacteria. Additionally, the facility is thoroughly cleaned before each seminar, and face masks and hand sanitizer will be available.

COVID-19 POLICY FOR LIVE-ON-SITE ATTENDANCE

By attending a live-on-site Virginia CLE® seminar, you acknowledge the health risks associated with COVID-19 and that you MUST follow all Virginia CLE® COVID-19 policies. You may NOT attend a live-on-site program if you have tested positive for COVID-19, if you are experiencing COVID-19 symptoms, or if you are under any self-quarantine orders per CDC guidelines.

 

Discounts available for Virginia CLE webcast-telephone-live seminars Follow link to learn about the Virginia CLE Online Bundle with savings up to 45% Follow link to learn about coupons for lawyers in First Year in Virginia practice Follow link to learn about discount for New Virginia Lawyers (first 3 years) Follow link to learn about Government Employee discount Follow link to learn about Legal Aid discount

Follow link to learn about coupons for lawyers in First Year in Virginia practice Follow link to learn about coupons for lawyers in First Year in Virginia practice Follow link to learn about Government Employee discount Follow link to learn about Legal Aid discount

Registration Deadlines:
Webcast: 10 minutes prior to seminar. If you register for a webcast the day of the seminar, your e-mail receipt will include a link to launch the seminar and download the materials.
Telephone: Online registration ends at 11:59 p.m. the day preceding the seminar
Call (800) 979-8253 to register up to one hour prior to the seminar
Live on Site: Online registration ends at 11:59 p.m. the day preceding the seminar
Walk-in registration is permitted on a space-available basis

Cancellation Policy: Cancellation/transfer requests will be honored until 5:00 p.m. the day preceding the seminar. You will, however, be charged $90 if you cancel or transfer your registration to a different seminar after the link to the materials has been e-mailed by Virginia CLE.

Full refunds or transfers are available up to two days after a webcast in the unlikely event that you experience technical difficulties.

MCLE Credit Caveat: The MCLE Board measures credits by the time you spend in attendance. If you enter a seminar late or leave it early, or both, you must reflect those adjustments accurately in the credits you report on your credit reporting form. A code will be given at the end of the seminar, which must be written on your MCLE form.


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

Schedule

COURSE SCHEDULE (September 29) (Eastern Time)

8:30 Registration
9:00 Basics of Business Formation
Alison R. Mullins

Congratulations to your client, the entrepreneur, who comes to you to assist them with forming a business! What type of entity do they wish to form? What registrations do they need? What licenses do they need? What other questions should you be asking your client? Get answers to these questions and more from both the transactional and litigation perspectives.

10:00 Break
10:15 Basics of Advising Online Businesses
Stacey Rose Harris, Erin Deal Johnson


Your client is starting an online or fully remote business; what next? From the viewpoints of a litigator and transactional attorney, we will discuss some key considerations for advising these businesses.

11:15 Top 10 Common Mistakes in Small Business Sales and Purchases
Joseph Rugari


Learn the key mistakes to avoid when representing either the buyer or the seller in a business transaction and how to formulate your strategy accordingly.

12:15 Lunch (provided at the live-on-site seminar)
1:15 LLC Operating Agreements—Top 10 Clauses You Must Have
Faisal Moghul


Dissect the intricacies of drafting effective operating agreements, focusing on the ten most critical clauses that every LLC operating agreement must include.

2:15 Break
2:30 How to Prevent Deadlock for Small Businesses and What to Do When It Inevitably Happens
Ann B. Brogan


An examination of the many ways deadlock can arise in closely held businesses and a review of practical and statutory remedies available for the owners and operators.

3:30 Non-compete Provisions/Restrictive Covenants in Employment Contracts
Bevin R. Alexander


We will survey Virginia law regarding the requirements and enforceability of non-compete agreements and discuss strategies for their use. We will also present a short review of the history of restrictive covenants in Virginia.

4:30 Adjourn
  • Sign-in for live seminar attendees in Richmond begins at 8:30 a.m.
  • Q&A will be handled via chat room for Webcast attendees.
  • Q&A will be handled via e-mail for telephone seminar attendees.

Faculty

FACULTY

Bevin Alexander, Bevin Alexander Law PLC / Lynchburg
Ann B. Brogan, Brogan Law / Norfolk
Stacey Rose Harris, Hirschler / Tysons
Erin Deal Johnson, Hirschler / Richmond
Faisal Moghul, Fox & Moghul—Attorneys at Law / Fairfax
Alison R. Mullins, Cipriani & Werner PC / Fairfax
Joseph Rugari, Fox & Moghul—Attorneys at Law / Fairfax

MODERATOR

Faisal Moghul, Fox & Moghul—Attorneys at Law / Fairfax

ABOUT THE SPEAKERS

Bevin Alexander, Bevin Alexander Law PLC / Lynchburg
Bevin Alexander is a lifetime resident of Virginia. After attending school in Charlottesville and Richmond, he graduated in 1976 from the University of Virginia with a degree in Anthropology and History, and later in 1981 from Washington & Lee University School of Law. Following a personal clerkship with Justice A. Christian Compton at the Virginia Supreme Court, he began practice in Lynchburg with the firm that became Edmunds & Williams. Some years later, he and others established the firm of Freeman, Dunn, Alexander, and others. He is now in solo practice and failing at retirement, so far.

Over the years, Mr. Alexander has focused on major civil litigation. A small city like Lynchburg offered the opportunity to become involved in many different commercial and personal injury cases. For almost 30 years, he specialized in defending medical malpractice claims. During those years, he frequently presented the annual update to the Medical Malpractice Section of the Virginia Association of Defense Attorneys. He also served eight years on the Judicial Inquiry & Review Commission.

Although still going to court when necessary, for the last 10 years Mr. Alexander has spent most of his time dealing with business and medical practice office matters, including employment, professional licensure, contracts, and ownership disputes. He also teaches Risk Management in an on-line Health Management doctoral program.

Ann B. Brogan, Brogan Law / Norfolk
Ann Brogan counsels owners and operators of local, closely held businesses. With over 35 years of experience in state and federal courts, she advises entrepreneurs on how to avoid legal problems and how to resolve them through negotiation, mediation, and, if necessary, litigation. Ms. Brogan comes from a banking family and has strong analytical and problem-solving abilities, with an extensive understanding of financial concepts. After practicing with one statewide and two boutique law firms (Insolvency, Maritime), she became a solo practitioner in October 2022 where she serves as managing partner, legal assistant, bookkeeper, IT specialist, and janitor.

A native of Alexandria, Virginia, Ms. Brogan graduated from Davidson College and received her J.D. from Marshall-Wythe School of Law, The College of William & Mary. She is admitted to practice in Virginia and in various federal courts, including the U.S. District Courts for the Eastern and Western Districts of Virginia; U.S. Court of Appeals, Fourth Circuit; and U.S. Supreme Court. Prior to attending law school, Ms. Brogan worked for Southern Bell Telephone & Telegraph Company in Atlanta, Georgia. She also worked in banking and as a Congressional intern in Washington, DC, for the Honorable Lowell P. Weicker, U.S. Senator, Connecticut.

Stacey Rose Harris, Hirschler / Tysons
Stacy Rose Harris’s commercial litigation and appellate practice focuses on contract disputes and business torts, including matters related to negligence, defamation, business conspiracy, tortious interference, misappropriation of trade secrets, Lanham Act, and unfair competition. She is frequently involved in “business divorce” cases involving corporations, limited liability companies, or partnerships. She regularly appears in state and federal courts and she has a wealth of experience in the Eastern District of Virginia’s “Rocket Docket.”

Whether representing a prominent local celebrity in a partnership break-up, or defending a high-end sports car manufacturer against fraud and consumer protection act claims, Ms. Harris takes time to get to know her clients. She strives to understand her client’s businesses, which enables her to bring the best tools, strategy, and solutions to the dispute.

In her nearly twenty years of practice, Ms. Harris has obtained winning verdicts in jury trials, favorable awards in arbitration, prevailed in appeals, and negotiated creative settlements often representing her clients against formidable odds. Her colleagues describe her as tenacious, energetic, creative, and kind.

Although her most frequent role is as an advocate, she has recently started presiding over cases in arbitration. In 2021, she was invited to join the American Arbitration Association’s Commercial Litigation panel as an arbitrator and panel member. Her experience as an arbitrator gives her a unique perspective from the other side of the bench, a perspective that now informs her practice as a lawyer.

Ms. Harris volunteers her time both to bar associations and to the community. She recently completed two terms of service as an elected member of Bar Council, the prestigious governance arm of the Virginia State Bar. Bar Council regularly meets to vote on rule changes, approve ethics opinions, and preside over the functioning of the bar. She uses her proficiency in Spanish to serve pro bono clients, through the Fairfax Bar Association’s Neighborhood Outreach Program, in various civil matters. Ms. Harris deeply values the opportunity to provide access to legal services to underserved members of the community.

Erin Deal Johnson, Hirschler / Richmond
Erin Johnson’s broad-based corporate practice focuses on mergers and acquisitions (M&A) and general corporate and commercial law matters. In M&A transactions, she works with privately held middle-market companies and their owners, ranging from individual founders to private equity firms. She regularly represents businesses across industries, in both buy-side and sell-side transactions. Her general corporate practice involves advising companies on day-to-day legal issues including key commercial contracts and other general business matters.

Faisal Moghul, Fox & Moghul—Attorneys at Law/ Fairfax
Faisal Moghul’s accomplishments in the areas of real estate and business litigation are varied and many, including his selection into the elite group of America’s Top 100 Civil Defense Litigators (2021), the Virginia Lawyers Weekly “Go-To” Business Litigation Lawyers (2023), Lawyers of Distinction (2023), and the prestigious Super Lawyers Rising Stars shortlist every year since 2016. Mr. Moghul is a prolific author whose works have received critical acclaim in both state and national media. As a regular contributor to premier legal publications like Lexis Nexis and the American Law Institute, Mr. Moghul frequently publishes practical guidance notes to educate other lawyers on cutting-edge legal issues in business law. Recently, he also co-authored a publication with the American Law Institute on “Direct vs Derivative Claims: Permitting Direct Shareholder Actions for Closely Held Corporations” (July 2022), which explores and analyzes critical issues related to recovery of damages in derivative litigation. Mr. Moghul has extensive experience in “business divorce” cases involving dissolution, valuation, and other disputes among co-owners of closely held business entities, such as limited liability companies, corporations, and partnerships. He represents both majority and minority shareholders/members/partners, and frequently counsels business owners prior to litigation, to assist them in designing and negotiating complex buyouts, sales, and division of business assets. As a former member of the American Bar Association’s Committee on LLCs, Partnerships and Unincorporated Entities, moreover, Mr. Moghul has extensive experience in designing complex asset protections structures involving a combination of different business entities for high net worth individuals and executives in the real estate, technology, and retail industries.

Alison R. Mullins, Cipriani & Werner PC / Fairfax
Alison Mullins is a partner in the firm’s Fairfax, Virginia, office and focuses her practice on all aspects of construction law and civil litigation in Virginia, Maryland, and the District of Columbia.

Ms. Mullins primarily represents architects, engineers, contractors, subcontractors, design professionals, and owners in technical construction industry matters. She provides clients with thorough risk analysis, evaluation, allocation, and management of business practices, in addition to assisting with the preparation and negotiation of contracts. Ms. Mullins also provides pre-claim counseling to clients. When disputes arise, she negotiates, mediates, and/or arbitrates contract enforcement issues, and works out payment plans for monetary defaults. She has tried cases before judges and juries regarding complex civil litigation, including matters involving commercial and residential construction projects.

Ms. Mullins is admitted to practice in Virginia, Maryland, and the District of Columbia, as well as the U.S. District Court for the Eastern District of Virginia, the U.S. District Court of Maryland, the U.S. Supreme Court, and the Bankruptcy Court for the Eastern District of the United States.

Ms. Mullins is peer rated AV Preeminent by Martindale Hubbell for very high ethical standards. Among her many recognitions, she was named to the list of Best Lawyers in America® for Construction Litigation in 2022 and 2023 and was named a Super Lawyer in Virginia and the District of Columbia in 2021 and 2022 in the area of Construction Litigation.

Ms. Mullins is very involved in the professional community outside of the office, including serving as an adjunct professor at the George Mason University Antonin Scalia Law School, a Fellow of The Construction Lawyers Society of America, Chair of the Virginia State Bar's Construction & Public Contracts Law Section, and President-Elect of the Virginia Women Attorneys Association, State Board, among many other activities.

Prior to joining C&W, Ms. Mullins was a founding partner at Shannon Mullins & Wright LLP. Before entering private practice, she started her legal career as a contracts manager and in-house counsel at a large architectural firm in Northern Virginia. From that experience, Ms. Mullins gained unique insight and perspective on client needs, and how to meet them.

Ms. Mullins received her B.S. from Southern Connecticut State University in 2002 and her J.D. from Roger Williams University School of Law in Bristol, Rhode Island in 2005.

Joseph Rugari, Fox & Moghul—Attorneys at Law / Fairfax

Joseph Rugari is an associate at the law firm of Fox & Moghul—Attorneys at Law, where his practice focuses on business transactions and litigation matters. He has extensive experience advising small and emerging businesses on a variety of transactional matters, including entity structuring, acquisitions, sales, mergers, corporate governance and dissolution related issues. His keen insight into Virginia’s law on limited liability companies and corporations enables him to provide his clients with particularly creative solutions to complex problems. In addition, Mr. Rugari has worked on several high-stakes business partnership disputes in which he has represented both minority and majority members/shareholders. He is also the co-author of “Direct vs Derivative Claims: Permitting Direct Shareholder Actions for Closely Held Corporations” (July 2022), an ALI publication which explores and analyzes critical issues related to recovery of damages in derivative litigation.

 

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