Day 1 – Wednesday, September 2

8:30 – 8:50 a.m.
JOIN ONLINE

8:50 – 9:00 a.m.
WELCOME & INTRODUCTION
– Jonathan B. Levy; Vice-Chair, MSBA Business Law Section

9:00 – 9:30 a.m. 
2020 Minnesota Secretary of State Update
Secretary Simon will share insights updates about business profiles in Minnesota, efforts to combat fraudulent business filings, beneficial ownership legislation, and other relevant business developments.
– Steve Simon

9:30 – 10:00 a.m.
2020 Business Law Case Update
A concise and practical summary of recent Minnesota business law cases, with a focus on managing litigation risks, contracting effectively, reducing data privacy exposure, and other core aspects of your daily business or practice.
– Faris Rashid & X. Kevin Zhao

10:00 – 10:30 a.m.
Practical Implications of Coronavirus on Minnesota Businesses
Including both short and long term matters – the PPP loans, government restrictions, company and space right-sizing, contract issues and more.
– Allison M. Plunkett & J. Patrick Plunkett

10:30 – 10:45 a.m.
BREAK

10:45 – 11:15 a.m.
Answers to 10 of the Biggest Employment Law Questions Facing Businesses in Light of the Pandemic
Furloughs, reductions-in-force, government-mandated sick leave, FMLA changes, benefit issues and more!
– Michael G. Congiu & Marko J. Mrkonich

11:15 – 11:45 a.m.
Negotiation and Drafting Tips for Purchase Price Adjustments and Earnouts in M&A
This session will cover trends in the use of purchase price adjustments and earnouts, the pros and cons of including them in M&A deals, and strategies for structuring purchase price adjustments and earnout terms in a way that benefits and protects both buyers and sellers. The presenters will provide practical insights on negotiation and drafting strategies, including covering possible structures, tax issues, risks, and potential post-closing concerns that buyers and sellers should anticipate and address.
– Zachary J. Crain & Kaitlin (Katie) F. Eisler 

11:45 a.m. – 12:15 p.m.
From the Perspective of a Business Lawyer: The California Consumer Privacy Act and Other State Privacy/Data Security Developments
This session will provide a practical overview of the California Consumer Privacy Act and other state privacy/data security law developments from the perspective of a business lawyer, including state privacy law, state breach notification law and state data security law, and their impact on transaction agreements, privacy policies and due diligence. This session also will address advising the board of directors about the CCPA and state privacy/data security developments.
– Melissa J. Krasnow & Matt Stump

12:15 – 1:15 p.m.
BREAK

1:15 – 2:15 p.m.
SMALL GROUP SESSION A

101
5 Competencies for New Business Lawyer
Choice of Entity; Business Formation; Business Risk Audits; Basic Governance Support; and Employment and Independent Contractor Arrangements.
– Theresa Johnson & Jesse J. Klick

102
“Every time I turn around the regulations change”: How to Navigate Corporate Compliance in U.S. Export Controls and Economic Sanctions
The scope and reach of U.S. export controls and economic sanctions change on nearly a daily basis with new blacklisting of persons and companies, issuance of new regulations and executive orders, or interpretations of them. This panel will take a look at compliance challenges and solutions for corporations to keep up with the rapid change. The panel features both an in-house and an outside counsel that focus on U.S. export related matters
– Kirsten H. Keefe & Dave Townsend

103
Purchase and Sale of a Small Business
This session will provide a high-level overview of purchasing or selling a small business. Topics will include: letters of intent; structuring the transaction; due diligence; purchase agreement overview; and trends in small business transactions.
– Sarvesh Desai & Rochelle L. Hauser

104
Ins and Outs of Conversions, Exchanges, and Re-Domestications
This session will answer common questions related to conversions, re-domestications and exchanges. These questions include: When do you advise clients to convert to a different entity form or another state of domicile? What are the mechanics of conversions and/or and re-domestications? When are exchanges used instead of mergers? When do you need to involve an accountant? What are the common mistakes or pitfalls?
– Kimberly Lowe

2:15 – 2:30 p.m.
BREAK

2:30 – 3:30 p.m.
SMALL GROUP SESSION B

201
How Businesses are Monetizing in the New Economy
As new technology continues to disrupt industries, companies of all types rush to evolve or die. Hear how companies of all stripes are pushing themselves to find new revenue generation such as: Classic software providers shifting their business models in a cloud environment dominated by a few companies (Microsoft, Amazon, Google, etc.); App developers balancing in-app payments, advertising, and subscription models; traditional manufacturing companies embracing Internet of Things or “Smart” products; and the ubiquitous hope of them all to spin vast amounts of data into gold while facing increasing pressure from new privacy and data security laws.
– David D. Axtell

202
Pay Equity: Disputes and Risks
Pay Equity is “Comp”licated: Understanding the laws, reporting obligations, and how to protect your organization from disputes and liabilities related to unequal pay.
– Gina K. Janeiro & Jennifer A. Nodes

203
Developments in M&A
This panel will explore recent significant developments in M&A, including with respect to contract terms and antitrust matters.
– Lance Bonner, Jonathan L.H. Nygren & Kate Sherburne

204
Cannabis and Hemp Business Law Issues for the Non-Expert
In this one-hour crash course on cannabis and hemp business law, attendees will learn about the important issues in this ever-changing area of law. These issues include: licensing and regulation; investment and fundraising (including private equity and venture capital); how to start your own business in the cannabis space; and where does the industry go from here? This is not an advocacy or policy seminar – just straight business, investment and regulatory matters.
– Christopher P. Parrington & Andrew R. Shedlock

3:30 – 3:45 p.m.
BREAK

3:45 – 4:45 p.m.
Inside the LegalCORPS Entrepreneurs of Color Program: Meet the Clients and Pro Bono Attorneys
For over a decade, LegalCORPS has been providing pro bono business law services to low-income entrepreneurs and small nonprofits throughout Minnesota. Since 2016, LegalCORPS’ Entrepreneurs of Color Program has partnered with economic development organizations to target needed services to business owners in underserved communities. Join this panel discussion for an engaging behind-the-scenes exploration of a valuable pro bono program. The panel will include successful LegalCORPS clients telling the story of how LegalCORPS pro bono services benefited their business, volunteer business lawyers discussing their experiences, and LegalCORPS staff, explaining how Minnesota business lawyers can get involved and make a difference.
– Melissa Anderson, Henry Jiménez, Kwame Osafo-Addo & Martin R. Rosenbaum

Day 2 – Thursday, September 3

8:40 – 9:10 a.m.
JOIN ONLINE

9:10 – 9:15 a.m.
WELCOME & INTRODUCTION

9:15 – 9:45 a.m.
Coronavirus and the Impact on Global and US Businesses – and Their Supply Chains
This session will discuss the impact of the coronavirus pandemic on businesses not only in China but around the globe and particularly here in the United States. Probably more important than the primary effects of the public health emergency itself are the longer-term lessons that businesses are likely to draw regarding their adaptation to the idiosyncrasies of the business, financial and political environment in mainland China, management of global risks and the future evolution of trade and industrial organization, including aspects such as just-in-time supply chains, which have been cast into bold relief by this “black swan event.”
– Steven C. Nelson

9:45 – 10:15 a.m.
Protecting the Business: Key Strategies and Steps to Minimize Risk and Liabilities for Your Client
There’s more to risk management than incorporating a business entity, well-drafted contracts, and de-iced sidewalks. What else should a business do to protect the entity? Clean up the corporate minute book? Install surveillance cameras? Develop a safety plan? Develop a cybersecurity plan? Beef up insurance coverage? Draft an employee handbook? Audit wage and hour practices? Obtain IP protection? Implement NDAs and Non-Compete Agreements? Monitor the company reputation on social media? This session is a broad review of assorted risks and liabilities that business attorneys should help their corporate clients plan for and avoid. This session will help the business attorney give a more holistic look at risk mitigation for their clients.
– Nathan R. Snyder & Craig W. Trepanier

10:15 – 10:45 a.m.
Using Mediation to Solve Business Disputes Before Litigation
Tales from the field on how to draft essential provisions in an acquisition agreement to avoid litigation.
– Michael F. Cockson

10:45 – 11:00 a.m.
BREAK

11:00 a.m. – 12:00 p.m.
Ethical Pitfalls for In-House Counsel and Business Lawyers
1.0 ethics credit applied for
The sometimes overlapping roles in in-house departments can create confusion and potential ethical conundrums. This session will address common ethics scenarios that in-house counsel and business lawyers may encounter, call out the relevant rules that apply to the attorneys’ role, and provide practical insights for avoiding potential ethics violations.
– Joshua H. Brand & Susan Humiston

12:00 – 1:00 p.m.
BREAK

1:00 – 2:00 p.m.
SMALL GROUP SESSION C

301
Contractual Risk Transfer – Strategic Practice Tips
This session discusses strategic practice tips regarding contractual risk transfer in the areas of representations and warranties, indemnity, and limitation of liability. 
– Evan R. Berman

302
Startup Financing – From Private Offerings to Crowdfunding
This session will provide an overview of ways a startup can lawfully seek financing at an initial stage of its life-cycle, including through private offerings, crowdfunding, and other options available under federal and state securities regulations.
– David Peteler & Jeffrey Robbins

303
Qualified Opportunity Zones
The Tax Cuts and Jobs Act (TCJA), signed into law by President Donald Trump in December 2017, created the opportunity zone program to incentivize long-term capital investments in economically disadvantaged areas. Qualified Opportunity Zones (QOZs) are primarily low-income census tracts that were nominated by each state, U.S. possession, and Washington, D.C. and then certified by the Treasury. By investing in QOZs, family offices and private equity firms can benefit from significant tax breaks for investment capital – including tax-free income. This has been described as one of the most beneficial tax reforms in decades. This session will shed light on opportunity zone final regulations, investor incentives, how they work, risks, benefits, and some fundraising strategies.
– Dannielle Lewis

304
How to Make the Most of Data: Practical Guidelines for Legally Using, Monetizing, and Sharing Personal Data
This session will give you tools to help navigate complex questions about what you can and can’t do with personal data after it has been collected. Discussion topics will include a practical approach to the legal boundaries of personal data use, as well as an overview of the many new laws affecting data monetization, sharing, and ownership.
– Nadeem W. Schwen

2:00 – 2:15 p.m.
BREAK

2:15 – 3:15 p.m.
SMALL GROUP SESSION D

401
Non-Competes in the News: How and When to Use Them Now
The law around non-competes is constantly evolving, and all signs point to continuing changes.  In this session we’ll discuss the biggest changes of the last year, and what you can do in light of those changes – and how we’re planning for the changes we anticipate in the next year.
– Katie M. Connolly

402
Blockchain Smart Contracts: Theoretical or In Use?
In this presentation, our experienced national panel will explain the basics of blockchain and distributed ledger technology, Bitcoin and other cryptocurrencies. Presenters will also discuss smart contracts and their potential impact on the syndicated loan market, the role of lawyers in lending transactions, and the drafting of credit agreements.
– Josias N. Dewey, Bridget K. Marsh & Tess Virmani
– Arleen A. Nand (moderator)

403
Issues and Developments under Article 9 of the Uniform Commercial Code
SESSION CANCELLED
This session will provide updates from select decisions and recent developments under Article 9 of the Uniform Commercial Code.
– George H. Singer

404
How to Avoid (or Mitigate) Shareholder Litigation: Lessons Learned from the Lunds Case
This session will provide “from the trenches” learnings surrounding this high-profile shareholder litigation. The history leading to the litigation, the litigation itself, and the courts’ decisions in the case offer many important lessons for all private company business owners, business lawyers, and business litigators.
– Janel M. Dressen

3:15 – 3:30 p.m.
BREAK

3:30 – 4:30 p.m.
Visual Communication for Business Lawyers and In-House Counsel: Practical Ideas and Tools
You know them when you see them – excellent visuals can dramatically improve legal communications. And for business and in-house lawyers, the opportunities to leverage visual communication tools are everywhere. This practical session provides simple visual communication ideas and tools, which can be applied in all areas of a general business or in-house practice.
– Patrick C. Bottini, Alexandria Christian & Kate S. Razavi

IN-PERSON LIVE PRESENTATION – NO LONGER AVAILABLE
Monday & Tuesday, May 4 & 5, 2020
Wednesday & Thursday, September 2 & 3, 2020
Minnesota CLE Conference Center
600 Nicollet Mall, Suite 370
Seventh Street & Nicollet Mall, Third Floor City Center
Minneapolis, Minnesota

LIVE WEBCAST
The webcast will include plenary sessions, plus your choice of breakout sessions.
Wednesday & Thursday, September 2 & 3, 2020
Attend online

IN-PERSON REPLAYS
There are no in-person replays.

$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 anticipates applying to the Minnesota State Board of CLE for 11.5 CLE credits, including 1.0 ethics credit for the 11:00 a.m. plenary session on Day 2. The maximum number of credits attendees may claim is 11.5. The maximum number of total credits attendees may claim for this Institute is 11.5 credits.

All course materials will be provided electronically.