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Course Materials

TexasBar

CLE.com

800.204.2222 x1574

Education by the Bar,

for the Bar

Essentials of

Business Law

Critical Skills for the Transactional Practice

MCLE CREDIT

12.25 Hours (2.5 Ethics)

LIVE

HOUSTON •

March 3-4, 2016

Hilton Houston Westchase

VIDEO

DALLAS

April 14-15, 2016

Cityplace Events

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MCLE CREDIT

Thursday

6.25 hours including .5 hour ethics

7:30 Registration

Coffee & Pastries Provided

8:50 Welcoming Remarks and Discussion of Areas of Critical Skills

Course Director

Shanna Leigh Nugent, Addison Law Offices of Shanna Nugent

9:00 Risk Management: Who’s Your Client? .5 hr ethics

Claude E. Ducloux, Austin Hill Ducloux Carnes & de la Garza 9:30 Counseling: Driving a Client to Clarity

.5 hr

• What do you want to accomplish? • Monetizing

Wayne M. Whitaker, Fort Worth Whitaker Chalk Swindle & Schwartz 10:00 Break

10:15 Architecting/Structuring:

Tax Considerations 1011 hr Christopher Cunningham, Dallas Christopher Alan Cunningham PLLC 11:15 Architecting/Structuring: Key Issues in

Formation - Securities Issues .5 hr Carol Bavousett Mattick, San Antonio Attorney & Counselor at Law 11:45 Break - Lunch Provided

12:00 Luncheon Presentation - Drafting: Drafting to Avoid Ambiguous Language .5 hr

Chad Baruch, Dallas Johnston Tobey Baruch

12:30 Break

12:45 Architecting/Structuring: Structuring of a Loan .5 hr

Emeline Yang, Dallas Winstead

1:15 Risk Management: Pitfalls in

Perfection of a Security Interest .75 hr J. Merritt Crosby, Dallas

Kilmer Crosby & Walker 2:00 Break

2:15 Counseling: Tough Discussions for a Family Owned Business.75 hr Michael V. Bourland, Fort Worth Bourland Wall & Wenzel Heather L. King, Southlake KoonsFuller

3:00 Risk Management: Overview of Insurance Coverage Considerations .5 hr

• Insurance 101

• Rep and warranty insurance Micah Skidmore, Dallas Haynes and Boone

3:30 Risk Management: Fundamentals of Wage and Hour Law .75 hr Isabel Crosby, Dallas

Andrews Kurth 4:15 Adjourn

TexasBar

CLE presents the

7

th

Annual Course

Essentials of

Business Law

Critical Skills for the Transactional Practice

LIVE

Houston

March 3-4, 2016

Hilton Houston Westchase

Register by February 18, 2016

and

save $50!

Business Law Section

members can

save up to $75!

VIDEO

Dallas

April 14-15, 2016

Cityplace Events

Register by March 31, 2016

and

save $50!

Business Law Section

members can

save up to $75!

#TBCLE

12.25 HOURS (2.5 ETHICS)

MCLE COURSE NO: 901328401

Applies to the Texas Bar College and to the Texas Board of Legal Specialization in Civil Appellate, Civil Trial Law, and Labor and Employment Law.

Purpose

&

Scope

This course was designed to give the busy lawyer a broad and practical introduction to key elements of business law. Learn the essentials of negotiation, risk management, drafting, counseling your client, and architecting/structuring a deal. Our top-notch faculty will provide you with critical skills and up-to-date law that you can take back to your office and use immediately.

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MarkYour

Calendar

Friday

6 hours including 2 hours ethics

8:00 Coffee & Pastries Provided

8:30 Counseling: When Do You Need to Fire a Client? .5 hr ethics

• Fraud

• Aiding and abetting J.R. Morgan, Austin J.R. Morgan LLP

9:00 Drafting: General Contract Provisions .5 hr

• Indemnity

• Choice of law provisions • Dispute resolution • Insurance options Aaron A. Scow, Dallas Baker McKenzie, LLP

9:30 Drafting: What the Litigator Wishes the Corporate Transactional Lawyers Knew About Dispute Resolution .5 hr ethics • Pre-formation documentation (subscription, disclosure) • Arbitration • Pre-dispute clause • Limitation of liability

Jeffrey Michael Goldfarb, Dallas Goldfarb PLLC

10:00 Break

10:15 Drafting: Governing Documents .75 hr

• LLC documents • Formation issues • Operating issues • Exit plans

Elizabeth S. Miller, Waco Professor of Law

Baylor University School of Law Frank Z. Ruttenberg, San Antonio Haynes and Boone LLP

11:00Drafting: 7 Deadly Sins of Boilerplate - How Cut and Paste Will Get You Sued .75 hr

D. Hull Youngblood, Jr., San Antonio Ford Murray

11:45 Break - Lunch Provided

12:00 Luncheon Presentation: What’s Your Policy? Managing Risk with IP Indemnities .5 hr

Austin Champion, Dallas Griffith Bates Champion & Harper 12:30 Break

12:45Risk Management: Data Encryption, Security, and Privacy1011 hr ethics Ronald L. Chichester, Tomball

Ronald Chichester, PC

1:45 Negotiation: Considerations for Negotiations with a Mock Negotiation1.5 hrs

• Planning • Prepping

• Scope of authority in settlement • Game plan - strategic priorities • Communication skills – (when to

stop talking, active listening & gender consideration)

E. Steve Bolden, II, Dallas Mahomes Bolden Christina Marshall, Dallas Chalak Mitra Group

Shanna Leigh Nugent, Addison Law Offices of Shanna Nugent 3:15 Adjourn

Intellectual Property Law

LIVE

San Antonio

February 18-19, 2016

34th Annual Texas Forum: Towards

a More Perfect Union - Attorney

Paralegal Team

LIVE

Austin

March 30, 2016

Advanced Evidence & Discovery

LIVE

Dallas

April 7-8, 2016

LIVE

San Antonio

May 19-20, 2016

Choice and Acquisition of Entity

LIVE

San Antonio

May 20, 2016

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fyi

Ways to Save on This Course!

Course Director

Shanna Leigh Nugent ... Addison

Planning Committee

E. Steve Bolden ...Dallas Ronald L. Chichester ...Tomball J. Merritt Crosby ...Dallas Christopher Cunningham ...Dallas Jeffrey M. Goldfarb ...Dallas Scott Leslie Harper ...Dallas Christina Marshall ...Dallas Carol Bavousett Mattick ...San Antonio Elizabeth S. Miller ... Waco J.R. Morgan ...Austin Frank Z. Ruttenberg ...San Antonio Aaron A. Scow ...Dallas Rebecca Vela ...Edinburg Emeline Yang ...Dallas

TexasBarCLE Planning Team

Hedy Bower ... Director of Program Planning Mary McDonald ...Sr. Program Coordinator Deserea Serna...Written Materials Coordinator Mary A. Galarza...Meeting Planner

Business Law Section of the State Bar of Texas

John F. Podvin ...Chair Irene Kosturakis ... Chair-Elect Shanna Nugent ... Vice Chair Lindsey Hughes... Secretary/Treasurer Ronald L. Chichester ... Immediate Past Chair

State Bar of Texas

Allan K. DuBois ...President David E. Chamberlain ... Chair of the Board Frank Stevenson ... President-Elect Trey Apffel ... Immediate Past President C. Barrett Thomas ...TYLA President Mark D. White ...Chair, CLE Committee Susan Nelson. ...Chair, Board PDP Committee Michelle E. Hunter ...Executive Director

Reserve Your Hotel Room Early

Hotel rooms have been blocked at space rates on a space available basis. Inform the hotel at the time of your reservation that you will be attending this State Bar of Texas course.

LIVE

Houston

Hilton Houston Westchase

9999 Westheimer Road Houston, TX 77042 713-974-1000 $159 single/double

Hotel Deadline: February 10, 2016

The reserved block of rooms may fill up before the deadline. Act now!

VIDEO

Dallas

Cityplace Events

2711 North Haskell Dallas, TX 75204 214-515-5100

No hotels rooms have been blocked for this course.

May We Suggest:

Warwick Melrose

3015 Oak Lawn Ave. Dallas, TX 75219 214-521-5151

Meet the “Register By” Deadline and Save $50

because early registrations help us ensure that sufficient course books, seating, and refreshments are available. Course materials and seating will be reserved for preregistrants until the start of the first topic.

Business Law Section Members Can Save $75

by registering by the “Register by” date (thereafter, save $25). Not a member? To join, e-mail sections@texasbar.com or phone

800-204-2222, x1425. Please do not send Section membership payment with your registration fee.

Earn Discounts by Registering Five or More

from your firm or agency. Contact Firm & Group Sales Manager Laura Angle at 512-263-2802 or laura.angle@texasbar.com.

HALF OFF for Attorneys Licensed 5 Years or Less!

You read that right! See the registration form.

Need Financial Assistance to Attend?

TexasBarCLE offers scholarships for live courses, video replays, online classes, and webcasts. To apply or learn more, call 800-204-2222, x1574, Mon-Fri 8am-5pm CT. Please apply at least two weeks prior to any live/video replay course or at least one week prior to any webcast or online class.

Active State, County, and Texas-Area Federal Judges, Administrative Law Judges, Hearing Examiners, and Judge’s Staff Attorneys May Attend for Free, Provided:

(1) the course directly relates to the judge’s tribunal’s jurisdiction, (2) the judge is a full-time judge or retired under a judicial retirement system and

(3) space is available for all paying registrants. This privilege does not extend to prosecutors, receivers, trustees, other court staff, or persons serving part-time in a judicial capacity. Actual attendance is required to receive course materials.

Parking Information

is subject to change without notice and is not a guarantee of available space. HOUSTON: Self-parking is complimentary in the hotel’s open air lot.

DALLAS: Self-parking at the Cityplace Events is complimentary with staff validation.

If You Need Special Accommodations to Attend,

please contact us as soon as possible at 800-204-2222, x1748. For the Cityplace Events in Dallas, please call us in advance of your arrival so that assisted parking can be arranged for drivers of handicap-designated vehicles.

Registered But Can’t Attend? Still Earn MCLE Credit

and receive course materials by (1) calling 800-204-2222, x1574 to transfer your registration to a later presentation or (2) taking the course online later, in which case you’ll automatically be sent the course materials. If you wish a refund instead, mail or fax (512-427-4443) your request so that we receive it at least one business day before the program.

FREE TO OUR REGISTRANTS! Online Videos and MP3s of the Topics

will be available to registrants 6-8 weeks after the course. Provide your e-mail address when preregistering to be notified when and how these benefits may be accessed. (Note: Presentation lengths may vary from that which was advertised.) There’s no extra charge; as a registrant, you’re already entitled!

Interested in Sponsoring or Exhibiting at This Course or Others?

Contact Julie Marshall at 512-427-1797 or julie.marshall@texasbar.com.

Policy of Impartiality

The State Bar of Texas does not endorse political candidates. When a candidate for public office is included in promotion for or participates in a TexasBarCLE event, the State Bar is not taking a position for or against anyone’s candidacy.

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Essentials of Business Law Course

8355

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†Plus 8.25% sales tax on total course book sales only. Please include sales tax or attach an exemption certificate. Book orders are shipped separately 4-6 weeks after the live program. A bill will be sent unless a credit card charge is authorized on this form. For information on audio CDs of course topics, contact our DVD CLE service at 800-204-2222, x1575. MP3 files of topics will be downloadable from TexasBarCLE.com 6-8 weeks after the course.

QUESTIONS?

800-204-2222, x1574 • 512-427-1574

My total is $_____________. I am paying by:

q Check (enclosed) payable to the State Bar of Texas for $__________

q Visa q MasterCard q AMEX q Discover

PLEASE PRINT LEGIBLY Account No. _____________________________ Exp. Date _______ Name on card (Please print) ________________________________________________________ Signature _______________________________________________________________________ State Bar Membership No. ___ ___ ___ ___ ___ ___ ___ ___

Registrant Name _________________________________________________________________ Firm Name/Court ________________________________________________________________ Address for Bar-Related Mail _______________________________________________________ City/State ____________________________________ Zip _______________________________ Phone ( ) ___________________________ Fax ( ) _____________________________ E-Mail (required for registrant’s PDF download option): _________________________________

A confirmation of your registration will be sent to the e-mail address you provide.

Lawyers licensed 5 years or less take HALF OFF this course!

Houston LIVE, March 3-4, 2016

q Regular Registrant. . . .$545 Take $50 OFF:Register by February 18, 2016

q Licensed 5 years or less, HALF OFF . . . . .$272.50* Dallas VIDEO April 14-15, 2016

q Regular Registrant. . . .$445 Take $50 OFF:Register by March 31, 2016

q Licensed 5 years or less, HALF OFF . . . . .$222.50* I may attend complimentary because I am a (see p. 4):

q Qualifying judge q Judge’s staff attorney *No discounts in section 3 may be taken. Your registration includes:

• Coffee & pastries provided each morning

• Lunch included on both days

• Course materials available for download in advance

• Complimentary internet access

• Complimentary parking

I want my course materials format to be:

q Hard copy book as well as a PDF download of same (both formats included in registration fee)

q PDF download ONLY so I’ll take $25 OFF

I can’t attend. Just send course materials. FREE Shipping & Handling

q Course hard copy book $155 (plus tax; see footnote)

To order a discounted PDF download of course materials (available 4-6 weeks after the course), search Publications at TexasBarCLE.com. I’m entitled to 1 or 2 discounts on the course

:

q $50 OFF because I’m registering by the “Register by” date at the left. (If by mail, date of postmark will be determinative.)

$25 OFF because (choose 1 box only) I’m a member of the

q Business Law Section

q Texas Bar College q Paralegal Division

Online

TexasBarCLE.com

credit card only

Phone

8

00-204-2222, x1574 during business hours

credit card only

Fax

512-427-4443

credit card only

Mail

State Bar of Texas LB# 972298 P.O. Box 972298 Dallas, TX 75397-2298

check or credit card

Registering

five or more?

E-mail Laura Angle at laura.angle@texasbar.com for group discount information.

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One of the largest State Bar sections, the Business

Law Section attracts over 4,000 members from

amongst solo practitioners, all sizes of firms, and

corporate legal departments.

Join

To join, visit

www.texasbusinesslaw.org

Get involved!

Members receive a quarterly

newsletter and emails on hot

topics for business lawyers, as well

as a subscription to the Texas Journal

of Business Law, published in electronic

format by the Section in conjunction with

the South Texas College of Law to track current

developments in commercial law in Texas.

The Section is also active in projects to monitor or develop

changes in laws affecting business organizations and

non-profits, including the Business Organizations Code, the Uniform

Commercial Code, and state securities laws.

The Section’s website features links, form documents, and other

members-only benefits. Finally, the Section cosponsors business law-related CLE

programs, offering its members free or discounted registration.

Attorneys in their first two years of licensure and law students enjoy free membership. Members

receive the Texas Journal of Business Law.

Essentials of Business Law

Critical Skills for the Transactional Practice

LIVE HOUSTON March 3-4, 2016 VIDEO DALLAS April 14-15, 2016

7

th

Annual Course

State Bar of Texas P.O. Box 12487 Austin, TX 78711-2487

NON PROFIT ORG U.S. POSTAGE

PAID

PERMIT NO. 1804 AUSTIN, TEXAS

References

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