August 18, 2019

Archives for December 20, 2016

Top Ten Programs and Homestudies of 2016: Business Law

The year is drawing to a close, which means that the compliance period is ending for a third of Colorado’s attorneys. Still missing some credits? Don’t worry, CBA-CLE has got you covered.

Today we are featuring the Top Ten Business Law Programs and Homestudies of 2016. These programs represent only a sampling of the wide array of business law programs and homestudies available; visit www.cba-cle.org/Practice-Area/Business to see a great selection of business-related books and programs.

10. M&A World in 15 & 2016: What Did Your CO Investment Bankers See in 15 & What Do They Expect in 2016
Investment bankers from five of Denver’s investment banking firms discussed their thoughts on what they expected to see in the M&A world in 2015, what they actually saw in 2015 and what they expected to see in 2016. The panel will provide their insights on the M&A market, trends in structuring and negotiating M&A transactions, legal issues arising in M&A transactions, particular trends in the Colorado M&A market, and their expectations going forward in 2016. Watch this  Video OnDemand homestudy (or listen to the MP3 audio homestudy) to find out if the investment bankers’ predictions were correct. Available for 2 general credits.

9. How to Understand and Analyze Financial Statements: What Lawyers Need to Know
Complex financial issues are involved in nearly every area of law, and it is your responsibility to master the skills and knowledge necessary to handle those issues effectively. This detailed program provides you with the financial literacy required to protect yourself and your clients by guiding you through an understanding of accounting concepts, terminology, and financial statements. Beginning with an examination of Generally Accepted Accounting Principles and continuing with an overview of an actual financial statement, you will gain hands-on-experience from Doug Smith, one of the nation’s leading experts in the field. Order the Video OnDemand here, the CD homestudy here, or the MP3 here. Available for 6 general credits.

8. Business Document Drafting Series: Drafting Compensation and Other Employment Agreements
Learn about the various agreements employers enter into with their current and former employees. Learn about the mechanics of these agreements, the legal parameters that apply to these agreements, how employers use these agreements to protect intellectual property and retain key employees, and the challenges posed by M&A activities. Our experienced practitioner will also teach about the important provisions in executive compensation agreements, including change in control provisions, non-competition and other restrictive covenants, and separation agreements. Order the Video OnDemand here, the CD homestudy here, and the MP3 here. Available for 2 general credits.

7. Business Document Drafting Series: Drafting LLC and Partnership Agreements
This program provides an overview of the primary drafting considerations in both LLC and partnership agreements. Learn about the key provisions and issues in drafting the LLC operating agreement as well as how to prepare the Articles of Organization. Also, learn about the most important drafting issues for a partnership, such as capital and partnership interests, profit, loss, cash flow, management and dissolution. Order the Video OnDemand here, the CD homestudy here, and the MP3 here. Available for 2 general credits.

6. Business Contracts — The Fundamentals
Drafting contracts is the bread and butter of business law attorneys. In this program, twelve Moye White attorneys discussed various aspects of contract drafting, from compliance with state and federal securities laws to sponsorship agreements and sweepstakes events to mergers and acquisitions. As a bonus, the ePDF of CBA-CLE’s book, Business Contracts, is provided with every homestudy. Order the Video OnDemand here, the CD homestudy here, or the MP3 here. Available for 6 general credits.

5. Business Document Drafting Series: Boilerplate and Drafting Business Documents
This program provides practical advice on the perils of boilerplate in document drafting. Hear specific examples of drafting issues when you use forms. Learn the importance of keeping provisions current with case law, and knowing the definition of terms you use in your agreements. Better understand the value of silence, ambiguity, and knowing for whom you are drafting provisions. Know when to avoid “overdrafting.” Learn from a practitioner with a wealth of experience in preparing the many, many different documents required of a business lawyer. Order the Video OnDemand here, the CD homestudy here, and the MP3 here. Available for 2 general credits.

4. Advising Entrepreneurs
Whether you are new to the business law arena, expanding your practice, or simply need a refresher to get up to date on advising entrepreneurs, this homestudy provides current and expert guidance on the issues, questions, and documents you will most likely encounter when representing the entrepreneur.  Develop and fine tune the lawyering skills needed to better advise entrepreneurs and start-up companies. Order the Video OnDemand here, the CD homestudy here, or the MP3 here. Available for 6 general credits, including 1 ethics credit.

3. Business Document Drafting Series: Drafting IP Licenses, InfoTechnology Contracts, and Related Documents
Businesses are focusing more and more on their intellectual property assets, and license agreements are used both to protect those assets and to leverage those assets as a source of revenue. You don’t have to be an intellectual property specialist to benefit from a fundamental understanding of how and why licenses for software, trademarks, copyrights, patents and other types of intellectual property are created. In addition, software and information technology services are increasingly a part of every type of business, so it is important to understand the company’s rights with respect to IT services and software that it receives from third parties. Learn the basics of drafting and reviewing these documents in this information-packed program! Order the Video OnDemand here, the CD homestudy here, and the MP3 here. Available for 2 general credits.

2. Limited Liability Companies in Colorado
The limited liability company (LLC) has been a very popular choice of entity for many types of business since the Internal Revenue Service adopted the “check-the-box” regulations in December 1996. Because of the combination of limited liability for all owners of the LLC, pass-through tax treatment, and ease and flexibility in customizing the relationships between the owners, the LLC is seen by many as providing the best of all worlds. Of course, there are specific disadvantages to using an LLC, and the specific facts of each matter must be analyzed before making a decision to move forward with organizing an LLC. Each homestudy order receives a copy of the CBA-CLE book, Limited Liability Companies and Partnerships in Colorado, First Edition as part of the course materials for this program. Please note the book will be provided in PDF. Order the Video OnDemand here, the CD homestudy here, and the MP3 here. Available for 8 general credits, including 1 ethics credit.

1. Annual Institute on Advising Nonprofit Organizations in Colorado/A Primer on Advising Nonprofits
This annual program provides a comprehensive overview of issues related to advising nonprofit organizations. Although it is not available as a homestudy, the live program is worth attending every year. Visit ColoradoBusinessLawInstitute.org for more information and registration information for the 2017 program.

Colorado Court of Appeals: Police Department Can Be “Victim” For Restitution Purposes

The Colorado Court of Appeals issued its opinion in People v. Oliver on Thursday, December 15, 2016.

Murder—Officer—Restitution—Victim—Workers’ Compensation Benefits—Beneficiaries.

During an altercation at City Park, defendant pulled a gun and fired it in the direction of a group of people. One of the shots struck a nearby Denver police officer in the head and killed her. Defendant pleaded guilty to second degree murder. The district court sentenced him and ordered him to pay restitution to the Risk Management Department of the City and County of Denver (Department) in the amount of $365,565.07 for medical costs and survivor benefits resulting from the officer’s death. Defendant filed a Crim. P. 35(a) motion to correct the award as an illegal sentence. After a hearing, the court denied the motion and reaffirmed the award.

On appeal, defendant contended that the Department was not a “victim” for purposes of restitution. The Denver Police Department (DPD) is an agency of the City and County of Denver. The Department acted as the workers’ compensation insurance company for the DPD and the City and County of Denver as a whole. Because the Department was an insurer who had a contractual relationship with the deceased officer, it fits squarely within the definition of a victim insurer under the restitution statute. The district court did not err in concluding that the Department was a victim of defendant’s crime for purposes of restitution.

Alternatively, defendant contended that even if the Department was a victim under the restitution statute, the amount of restitution ordered by the district court was not authorized by law because the death benefits constituted “loss of future earnings,” which is specifically excluded from the statutory definition of restitution. The death benefits paid by the Department were calculated using the deceased employee’s average weekly wage but are not equivalent to “loss of future wages.” Rather, the payments were more properly considered the Department’s “out-of-pocket expenses” and “anticipated future expenses,” both of which are included in the statutory definition of restitution. Accordingly, the district court did not err in awarding the restitution.

The order was affirmed.

Summary provided courtesy of The Colorado Lawyer.

Colorado Court of Appeals: County Lacked Authority to Impose Special Tax on Recreational Marijuana

The Colorado Court of Appeals issued its opinion in City of Northglenn v. Board of County Commissioners on Thursday, December 15, 2016.

County Special Sales Tax—Retail Marijuana—Home Rule Cities—Standing.

In 2014, Adams County (County) voters approved a resolution authorizing the County to levy a countywide special sales tax on retail marijuana. Three home rule cities (Cities) in the County challenged the tax, claiming that it was unauthorized by Colorado law. The Cities sued the County, seeking an injunction and declaratory judgment against the tax, and the County moved to dismiss for lack of standing and for failure to state a claim upon which relief could be granted. The district court held that the Cities had standing and concluded that there was sufficient legislative authority to support the countywide special sales tax. The court converted the County’s motion for failure to state a claim upon which relief could be granted into a motion for summary judgment and granted summary judgment to the County.

On appeal, the County argued that the district court erred in determining that the Cities had standing to bring their claims. Here, the County’s special sales tax likely would harm the fiscal interests of the Cities by reducing their tax revenues. In addition, the fiscal integrity of a home rule city is a legally protected interest of the city, and the tax would harm the fiscal integrity of the Cities. Thus, the district court correctly held that the Cities had standing.

The Cities argued that the retail marijuana sales tax did not expressly grant the County authority to impose a special sales tax and, therefore, the tax was invalid. A county has no power to impose a tax unless the General Assembly or the Colorado Constitution directly authorizes it. Here, the County made no claim of authority under the Colorado Constitution, and the retail marijuana sales tax did not grant the County express authority to enact its special sales tax. Because the County did not have either constitutional or statutory authorization to impose a special sales tax on retail marijuana, the Adams County special sales tax is invalid.

The judgment was reversed.

Summary provided courtesy of The Colorado Lawyer.

Tenth Circuit: Unpublished Opinions, 12/19/2016

On Monday, December 19, 2016, the Tenth Circuit Court of Appeals issued no published opinion and three unpublished opinions.

Jackson v. Wilkinson

Johnson & Johnson Vision Care, Inc. v. Reyes

United States v. McCoy

Case summaries are not provided for unpublished opinions. However, some published opinions are summarized and provided by Legal Connection.