Day 1 – Monday, May 5, 2025

8:15 – 8:45 a.m.
CHECK-IN & CONTINENTAL BREAKFAST
Sponsored by Capitol Lien

8:45 – 9:00 a.m.
WELCOME & INTRODUCTION

9:00 – 10:00 a.m.
2025 Business Law Case Update
– Chad A. Blumenfield & Faris A. Rashid

10:00 – 10:10 a.m.
BREAK

10:10 – 11:00 a.m.
BREAKOUT SESSION A

001
The Latest with Non-Compete, Non-Solicitation and Other Restrictive Covenants, Plus Drafting Considerations with Sample Language
– Christopher A. Amundsen, Katie M. Connolly & Andrew L. Peterson

002
The State of the M&A Market – Current Activity, Trends, Key Issues, Future Outlook and What to Expect with the NEW Administration
– James M. Frommelt, Joel V. Grebenick & Adam Webb
– Ryan C. Gerads (moderator)

003
Advising Businesses Buying or Selling Goods Abroad – How to Navigate Trade Uncertainty, Tariffs, Sanctions, Supply Chain Issues, Import Controls and More!
– Heather L. Marx & Kristi Adair Zentner

11:00 – 11:10 a.m.
BREAK

11:10 a.m. – 12:00 p.m.
BREAKOUT SESSION B

101
A Deep Dive into Drafting Partnership Agreements with Annotated Sample Form
– Allison M. Plunkett

102
Purchase Price Adjustments – Key Provisions and Common Pitfalls
– John D. Potter & Keith P. Radtke

103
Minnesota Trade Update – Current Trade Activity and Recent Developments for Minnesota Businesses, Trade Office Priorities and Governmental Resources to Successfully Export Goods and Services
– Laurence Reszetar

12:00 – 1:00 p.m.
LUNCH (provided)
Sponsored by Eisner Amper

12:20 – 12:50 p.m.
LUNCH-TIME INSTITUTE ACTIVITIES
Choose from 3 different FUN Activities to participate in:

• Business Trivia – Test your Minnesota/Twin Cities business knowledge
• Mock Group Shark Tank – Participate in mock business pitches
• Ice Breaking Game – Connect with your colleagues with a fun game

1:00 – 1:50 p.m.
BREAKOUT SESSION C

201
7 Key Issues When Drafting Buy-Sell Agreements with Sample Form
– Peter C. Brehm

202
Using Earnouts to Get the Deal Done
– Zachary J. Crain

203
Not Every LLC is Taxed the Same Way – Understand Tax Considerations for LLCs to Help Your Clients Set Up Correctly From the Start
– Dannielle Lewis & Andrew G. Seifert

1:50 – 2:00 p.m.
BREAK

2:00 – 2:50 p .m.
BREAKOUT SESSION D

301
Nuts and Bolts of an Asset Purchase Agreement and Closing Checklist
– Sarvesh Desai & Rochelle L. Hauser

302
Financing the Start Up Business – What Are Your Options? Where Do You Start? Where Do You Find the Money?
– Todd A. Taylor

303
Operating Agreements from a Litigator’s and Drafter’s Perspective: What Can Go Wrong and How Do We Fix It
– Peter J. McElligott & Allison M. Plunkett

2:50 – 3:00 p.m.
BREAK
Sponsored by The Moore Group – Morgan Stanley

3:00 – 3:50 p.m.
BREAKOUT SESSION E

401
Anatomy of a Commercial Real Estate Purchase Agreement with Annotated Sample Form
– Greta L. Bjerkness & Scott M. Lucas

402
The Latest Developments in Federal Securities Laws
– Liz M. Dunshee & Amy C. Seidel

403
5 Common Shareholder and Ownership Disputes and How to Minimize Them From the Start
– Thomas F. Berndt & Brent Murcia

3:50 – 4:00 p.m.
BREAK

4:00 – 4:50 p.m.
BREAKOUT SESSION F

501
Don’t Strike Out Looking: A Business Lawyer’s Guide to Name Image Likeness and NIL Agreements
– Nathan R. Snyder

502
Securities Law Jeopardy – Putting Your Knowledge to the Test
– Lance T. Bonner, Liz M. Dunshee, Anne C. Kruger, Kevin O’Riordan & Amy C. Seidel

503
How to Transition a Business to the Next Generation – Exploring the Benefits, Challenges and Strategies in Family Business Succession Planning
– Kyle D. Moen

Day 2 – Tuesday, May 6, 2025

8:05 – 8:35 a.m.
CHECK-IN & CONTINENTAL BREAKFAST

8:35 – 8:55 a.m.
ANNUAL MSBA BUSINESS LAW SECTION MEETING

8:55 – 9:00 a.m.
WELCOME & INTRODUCTION

9:00 – 9:30 a.m.
2025 Update from the Secretary of State’s Office
– Justin R. Erickson

9:30 – 10:00 a.m.
2025 Legislative Update – Proposed 302A Changes, NEW UCC Amendment, Update to CTA/BOIA and More!
– Kimberly A. Lowe

10:00 – 10:10 a.m.
BREAK

10:10 – 11:00 a.m.
BREAKOUT SESSION G

601
What the NEW Minnesota Consumer Data Privacy Act Means For Businesses
– Nadeem W. Schwen

602
What NEW Federal Immigration Policy Means for Businesses and Their Workforce – Key Guidance for Employers and Corporate Counsel
– Loan T. Huynh & John T. Medeiros

603
Complex Transactions: Navigating Deal Structures and Issues in the Current Market
– Jonathan L.H. Nygren & Kate Sherburne

11:00 – 11:10 a.m.
BREAK

11:10 a.m. – 12:00 p.m.
BREAKOUT SESSION H

701
What NEW Minnesota Employment Laws Mean For Your Business Client – Paid Family & Medical Leave, Pay Transparency, Earned Sick & Safe Time and More!
– Kelly M. Maxwell & Greta Bauer Reyes

702
Succeeding as In-House Counsel – How to Wear Different Hats Comfortably
– Melitta Drechsler, Pablo Orozco & Daniel D. Santos
– Miguel Alexander Pozo (moderator)

703
Getting the Deal Done! – The 7 Most Problematic Issues For M&A Transactions Under $5 Million and How to Resolve Them
– Jennie A. Clarke & Wynne C.S. Reece

12:00 – 1:00 p.m.
LUNCH BREAK

12:10 – 12:50 p.m.
INSTITUTE RECEPTION
Enjoy lunch on your own or join your colleagues for the Institute Reception at Fogo de Chão for some light refreshments!

1:00 – 1:50 p.m.
BREAKOUT SESSION I

801
Why Business Attorneys Need to Know About Minnesota’s Cooperative Statutes 308A, 308B and the NEW 308C – Not Just for Agriculture Anymore!
– Alex Frescoln & Kimberly A. Lowe

802
What Does Good Corporate Board Governance Look Like? A Focus on 7 Core Issues – Bylaws, Oversight, Audit, Conflict of Interests, Risk Management, Compliance with Regulations and Executive Compensation
– Amanda Athayde & Kathy S. Bray

803
Tax Considerations for Selling a Privately Held Business
– Susan J. Markey

1:50 – 2:00 p.m.
BREAK

2:00 – 2:50 p.m.
BREAKOUT SESSION J

901
Advising Your Clients on Tax Considerations for Remote Employees – Worker Classification, Residency, Withholding and More!
– Jennifer R. Pusch & Kathleen E. (Splett) Pfutzenreuter

902
Two Investigations at the Same Time! – How to Handle an Internal Investigation Alongside a Concurrent Government Inquiry
– Jennifer R. Coates

903
How to Value a Closely Held Business for Sale or Acquisition
– Cam Wood

2:50 – 3:00 p.m.
BREAK
Sponsored by Paragon Document Research, Inc.

3:00 – 3:50 p.m.
BREAKOUT SESSION K

1001
6 Common Business Issues Clients Routinely Ask Their Attorneys to Resolve
– Wynne C.S. Reece

1002
The NEW AI Tools That Are Changing the Game
– Daniel A. Tysver

1003
Your Client Wants to Donate a Portion of the Business to Charity Before the Sale – Learn What a Charity Due Diligence Review Looks Like and the Gift Considerations Your Clients Will Encounter
– Ruby A. Pediangco

3:50 – 4:00 p.m.
BREAK

4:00 – 5:00 p.m.
Mental Health and Substance Use in the Legal Profession and in the Practice of Law
1.0 mental health/substance use credit applied for
– Sarah M. MacGillis & Jon M. Tynjala

FREE Post-Institute Webcast

Following the Institute, all attendees may attend the following live webcast for FREE! Instructions for how to register will be distributed at the Institute.

Tuesday, June 3, 2025
9:00 – 10:00 a.m.
Delaware Business Law Update – What Has Changed in Delaware That Minnesota Business Attorneys Need to Know About
1.0 standard CLE credit applied for
– Michael D. Allen

LIVE IN-PERSON
Monday & Tuesday, May 5-6, 2025
Minnesota CLE Conference Center
600 Nicollet Mall, Suite 370
Seventh Street & Nicollet Mall, Third Floor City Center
Minneapolis, Minnesota

ONLINE REPLAY
Thursday & Friday, May 29-30, 2025
Attend online
Online replay includes all plenary and breakout sessions. A moderator will be available to answer questions by email.

$495 MSBA members / $495 paralegals / $595 standard rate

Other discounts that may apply:

• Season Pass Discount
• New Lawyer Discount

Scholarships available!
Need-based scholarships are available for in-person and online seminars. For further information or to obtain a scholarship application, contact us at 800-759-8840 or customerservice@minncle.org.

Minnesota CLE is applying to the Minnesota State Board of CLE for 12.0 CLE credits, including 1.0 mental health/substance use credit for the closing plenary on Day 2. The maximum number of total credits attendees may claim for this program is 12.0 credits.