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Business Law Section Newsletter

All Section Members are invited to contribute to the Newsletter.  Please submit articles, practice pointers and other contributions in MS word format via e-mail to Edwin A. Naylor, Editor, at ed.naylor@moyewhite.com.

January 2015
From the Colorado Bar Association
Business Law Section

Ed Naylor, Editor
In this issue...
Control is the Key: Considerations for Structuring
Nonprofit/For-Profit Joint Ventures

By Beth Prendergast

2015 is sure to bring changes to the way nonprofit organizations do business. Recent years have seen an increase in collaborations between nonprofits and for-profit entities. The trend will likely continue as our socially conscious society persists in seeking new ways to link charitable giving and commerce. Joint ventures with for-profit entities are one tool that charities are using to establish sustainable sources of income. However, joint ventures can be risky if they do not comply with stringent IRS guidelines. The key to a successful nonprofit/for-profit joint venture is in its structure.

For purposes of this discussion, the term “joint venture” refers to an arrangement that is classified as a partnership for federal tax purposes and is jointly owned by a tax-exempt organization and an entity that is not exempt from tax (e.g., a for-profit corporation, LLC, or partnership). It is generally used interchangeably with the term “partnership.” An “ancillary joint venture” is one to which the tax-exempt partner contributes some, but not all, of its assets, and which usually constitutes an insubstantial activity of the exempt organization. In contrast to a “whole joint venture,” an ancillary joint venture is not intended to become the primary purpose or activity of the tax-exempt organization.

Relevant Tax Rules and Regulations

To qualify for exemption under § 501(c)(3), an organization must be organized and operated exclusively for exempt purposes. An organization will be regarded as operated exclusively for one or more exempt purposes (i.e., it will meet the “operational test”) only if it engages primarily in activities that accomplish one or more charitable purposes. Reg. § 1.501(c)(3)-1(c)(1). Activities that do not further charitable purposes, or that benefit private interests, are permissible as long as they constitute no more than an insubstantial part of the organization's overall activities. Reg. § 1.501(c)(3)-1(e)(1). Note that this proscription against substantial “private benefit” is different from the often conflated concept of “private inurement,” which applies only to “insiders” of the exempt organization and is subject to a much more draconian standard.

Due to the “flow-through” nature of an entity classified as a partnership for federal tax purposes, the activities of the partnership are considered to be the activities of the partners. Rev. Rul. 98–15, 1998–1 C.B. 718. Thus, for purposes of determining exemption under § 501(c)(3), any activity of the joint venture will be attributed to the nonprofit partner as if it were conducted by that partner directly.

The Control Theory

The position of the IRS with respect to a tax-exempt organization’s participation in a commercial joint venture has evolved over time from per se opposition to the current, more flexible approach known as the “control theory.” The critical inquiry is whether the charitable partner has sufficient control over the joint venture to ensure that its operation will further the partner’s charitable purpose and that there will be no impermissible private benefit. See Redlands Surgical Servs. v. Comm’r, 113 TC 47 (1999), aff’d, 242 F.3d 904 (9th Cir. 2001). The degree of control that is necessary to meet this standard is high: the exempt partner must have both formal control over the joint venture (extended by the partnership agreement) and informal control (according to the facts and circumstances) sufficient to ensure furtherance of charitable purposes. See St. David’s Health Care Sys. v. United States, 349 F.3d 232 (5th Cir. 2003). An exempt organization’s failure to possess both governance and management control over the joint venture is deemed to confer an impermissible private benefit on the for-profit partner(s) that can result in forfeiture of the organization’s tax exemption. Id.

Redlands Surgical Services is a leading case addressing ancillary joint ventures. It involved a nonprofit healthcare organization that had established a general partnership with a for-profit entity to own and operate an ambulatory surgical center. Redlands Surgical Servs. v. Comm’r, 113 TC 47, 48 (1999). At issue was whether the operations of Redlands Surgical Services (RSS), a nonprofit organization, resulted in more than an incidental private benefit to its for-profit partner and the partner’s affiliates. Id. at 76. The Tax Court’s analysis of whether the private benefit was prohibitively substantial centered on the issue of control:

To the extent that [RSS] cedes control over its sole activity to for-profit parties having an independent economic interest in the same activity and having no obligation to put charitable purposes ahead of profit-making objectives, [RSS] cannot be assured that the partnerships will in fact be operated in furtherance of charitable purposes. In such a circumstance, we are led to the conclusion that [RSS] is not operated exclusively for charitable purposes.

Id. at 78. In finding that RSS was not operated exclusively for charitable purposes, the Tax Court noted a long-term management contract that gave an affiliate of the for-profit partner control over day-to-day operations as well as a profit-maximizing incentive; the lack of either an express or implied obligation by either the for-profit partner or its affiliate to prioritize charitable objectives above profit maximization; RSS’ lack of voting control over the general partnership; and other facts demonstrating that RSS lacked “formal or informal control sufficient to ensure furtherance of charitable purposes.” Id. at 92–93. The Ninth Circuit affirmed, holding that ceding “effective control” of partnership activities impermissibly serves private interests. Redlands Surgical Servs. v. Comm’r, 242 F3d 904 (9th Cir. 2001).

St. David’s Health Care System v. United States, 349 F.3d 232 (5th Cir. 2003), the other leading case applying the control theory, involved a similarly structured joint venture, only with significant control mechanisms built into the partnership’s structure and governing documents. For example, the partnership agreement required that all hospitals owned by the partnership operate in accord with the community benefit standard, and it afforded St. David’s (the nonprofit partner) the unilateral right to dissolve the partnership in the event the hospitals failed to meet that standard, the right to appoint the chairman of the board and veto rights over board decisions, and the ability to unilaterally remove the CEO. St. David’s Health Care Sys. v. US, 349 F.3d at 240–41. In entering summary judgment sustaining St. David’s exemption, a federal district court noted that “it is difficult to imagine a corporate structure more protective of an organization’s charitable purpose than the one at issue in this case.” St. David’s Health Care Sys. v. US, 2002-1 USTC (CCH) ¶ 50,452 (WD Tex. 2002).

The Court of Appeals for the Fifth Circuit reversed the summary judgment. Rather than citing a lack of control mechanisms built into the partnership structure (as in Redlands), the Appellate Court’s concerns seemed to be rooted in the economic reality of the partners’ relationship. For example, the Court took note of the parties’ starkly different financial positions at the start of the partnership (St. David’s entered the partnership to obtain the revenues needed for it to stay afloat, whereas the for-profit partner did so to expand into a new market), commenting that the disparity “undoubtedly affected their relative bargaining strength.” St. David’s Health Care Sys. v. US, 349 F.3d at 232. Also, although St. David’s could unilaterally cause the partnership to dissolve, it had a strong disincentive to exercise that power: the parties had agreed to a mutual non-compete clause that would have been disastrous to St. David’s. The fact that the non-compete would not have been as damaging to the for-profit partner also minimized any leverage that normally accompanies that unilateral right. Id. The Court’s analysis continued along this line with respect to the other mechanisms built into the partnership structure that were intended to give St. David’s control. The case was remanded upon the Court’s finding that there remained genuine issues of material fact regarding whether St. David’s ceded control to its for-profit partner. Id. at 244.

Revenue Ruling 2004-51, 2004-22 IRB 974, is the only published authority in which the IRS gives an ancillary joint venture the green light. It addresses a tax-exempt university’s use of an LLC to structure a commercial joint venture with a for-profit entity in order to expand the reach of the university’s educational summer seminars. The for-profit company specialized in interactive off-site video training, which would be used to present university training to teachers at satellite locations so that they would not have to travel to a training facility.

The issue was slightly different than in Redland Surgical Centers and St. David’s in that the IRS determined at the outset that the activities the university was conducting through the LLC were not a substantial part of the university’s activities, and it assumed that all transactions were conducted at arm’s length and that all contract and transaction prices were at fair market value. Therefore, the university’s participation in the joint venture, taken alone, did not affect its continued qualification for exemption under § 501(c)(3). Instead, the primary issue was whether the university’s share of income from the LLC would be subject to unrelated business income tax (which would be the case if the LLC’s activities were not substantially related to the university’s educational purpose). Despite these differences, the analysis proceeded according to the control theory.

The specific elements of the joint venture that the IRS highlighted as providing sufficient control to the university are included in the checklist below. One to note is that the IRS permitted the for-profit partner to manage aspects of the LLC’s operations that were unrelated to the university’s exempt purpose (the technical aspects of the program), so long as the university retained control over the substantive content of the training programs. Compare that to Redlands andSt. David’s, where the charitable partner’s lack of control over the day-to-day management of the medical facilities contributed to the determination that it ceded control of the venture.

Conclusion

Increasingly, nonprofit organizations are seeing the blurred line between philanthropy, investment and commerce as an opportunity to diversify, forging new models for revenue-generating operations. The prospect of shifting from being a solely donor-driven organization to a financially sustainable enterprise is understandably compelling. However, the IRS does not appear to share the same vision of a blended social economy. The stringent tax rules and regulations under § 501(c)(3) remain intact, despite evolution in the way society views philanthropy.

When structured properly, collaborations between nonprofit organizations and for-profit entities can offer a new paradigm for a changing economy. The key is to follow the rules. In the context of joint ventures, control is the name of game.

Checklist for Structuring an Ancillary Joint Venture

The control theory is based on a facts and circumstances analysis. Accordingly, the following checklist is, necessarily, not comprehensive. It is, however, based on facts that tax courts and the IRS have discussed in authoritative sources, limited as they may be.

As used below, “JV” means the joint venture, “E” means the tax-exempt partner; “P” means the for-profit partner (or the collective for-profit partners, if applicable); and “M” means the manager.

  1. Shared Governance
    • E and P each appoint an equal number of representatives to a governing body with broad authority (i.e., not limited to major issues). Consider giving E a majority.
  2. Charitable purpose
    • JV is required (as opposed to merely permitted) to operate in furtherance of E’s charitable purpose
    • The charitable purpose has priority over maximizing profit
    • JV is prohibited from engaging in activities that are proscribed under § 501(c)(3) (i.e., attempting to influence legislation, etc.) or that could otherwise jeopardize E’s tax exemption if conducted directly by E
  3. Control Rights
    • E’s delegates to the governing board have voting control over all substantive JV activities (even if 50/50 composition), particularly those that are relevant to E’s exempt purpose, including (a) the JV’s annual capital and operating budgets; (b) distributions of its earnings; (c) the selection of key executives; (d) all contracts in excess of a specified dollar amount per year; (e) changes to the types of services offered by the JV; and (f) renewal or termination of management agreements
    • E’s delegates to the governing board have the authority to veto any proposed action of the governing board
    • E’s delegates to the governing board have authority to initiate activity without the support of P or P’s delegates
  4. Arms-Length Negotiations
    • The terms of all contracts and transactions between JV and P or any third party are required to be at arm’s length, with all transactions priced at fair market value
    • All such contracts and transactions are, in fact, negotiated at arm’s length; all transaction prices are determined by reference to the prices for comparable goods or services, whenever possible
    • IRS compensation and conflict of interest rules are adopted and followed
  5. Capitalization and Distributions
    • E and P’s respective ownership interests in the JV are proportionate to the fair market value of the assets contributed
    • Allocations and distributions are made in proportion to E and P’s respective ownership interests
  6. Exit Strategy
    • E’s delegates to the governing board have authority to unilaterally (a) dissolve the JV if it fails to operate in furtherance of E’s charitable purpose, or if it otherwise threatens E’s tax exemption; (b) appoint, terminate and replace the officers of the JV; and (c) terminate any management contract if M takes any action that might jeopardize or adversely affect E’s tax exemption
  7. Management
    • If the JV is to be managed by a third party, that party is not affiliated with or controlled by P
    • Management contract obligates M to pursue E’s chartable purpose
    • Management contract is reasonable (e.g., market rate compensation, term of less than 5 years, no auto-renewal)
    • E’s delegates have ultimate control over assets and activities under management
    • Remedies against M are practical and enforceable (e.g., the right to sue for specific performance is not an adequate remedy because impractical to exercise often)
    • M’s compensation is not revenue-based (no incentive to maximize profit)
    • E has unilateral right to terminate the management contract if M fails to manage the JV in a manner that furthers E’s charitable purpose
  8. Economic realities do not practically limit any of the above (see above analysis of St. David’s Health Care System v. United States)
Compensation During Dissolution of Law Firm LLCs
By Herrick K. Lidstone, Jr., Burns, Figa & Will, P.C.

The Colorado Limited Liability Company Act was front-and-center in a January 2015 decision from the Colorado Supreme Court. The case, LaFond v. Sweeney, 2015 CO 3 (January 20, 2015) involved the dissolution of a law firm organized as a two-member LLC with no written agreement regarding the treatment of assets and liabilities on dissolution. Richard LaFond brought a contingent fee case into the law firm and performed a significant amount of work on that case before the firm dissolved. He continued his work on the matter after dissolution. His now former partner, Charlotte Sweeney, claimed an interest in the contingent fee.

Mr. LaFond brought a declaratory judgment action against Ms. Sweeney to obtain a judicial determination regarding her right to any portion of the contingent fee. The trial court entered judgment for Ms. Sweeney, finding that she would be entitled to one-half of the fees earned from the contingency case, up to a maximum of $298,589.24 potentially to be paid to Ms. Sweeney (based on the time spent by the LaFond & Sweeney law firm before dissolution and assumed billable rates).

Ms. Sweeney appealed the trial court’s decision to the Colorado Court of Appeals. Ultimately, the Colorado Supreme Court ruled that absent an agreement to the contrary, all profits derived from winding up the LLC’s business belong to the LLC to be distributed in accordance with the members’ or managers’ profit sharing agreement, and the LLC Act does not grant winding up members or managers the right to receive additional compensation for their winding up services.

Court of Appeals Decision

In its decision (2012 WL 503655, Feb. 16, 2012), the Court of Appeals recognized that it would have to decide:

[That since] there was no written agreement that specifically described how the contingent fee generated by the case should be distributed[,] we must look to other authority to decide the ultimate issue raised by this appeal: should the contingent fee be divided between LaFond and Sweeney, and, if so, how?

The Court of Appeals went on to decide that:

  1. Cases belong to clients, not to attorneys or law firms;
  2. When attorneys handle contingent fee cases to a successful resolution, they have enforceable rights to the contingent fee; and
  3. A contingent fee may constitute an asset of a dissolved law firm organized as a limited liability company.

The important conclusion by the Court of Appeals and affirmed by the Supreme Court was that when a limited liability company formed under Colorado law dissolves, the members/managers owe a duty to each other to wind up the business of the LLC, and unless otherwise agreed between the parties, no additional compensation is paid for winding up activities.

Supreme Court Decision

The statute in question is § 7-80-404(1)(a), which provides that members in a member-managed LLC and managers of a manager-managed LLC have a duty to:

Account to the limited liability company and hold as trustee for it any property, profit, or benefit derived by the member or manager in the conduct of winding up of the limited liability company business or derived from a use by the member or manager of property of the limited liability company, including the appropriation of an opportunity of the limited liability company.

The Supreme Court noted that, in 2006, the General Assembly added C.R.S. § 7-80-803.3 (entitled “Right to wind up business”) to Colorado’s limited liability company act, but did not include any provision allowing the person winding up the business of the LLC to be compensated for such actions, absent an agreement for such compensation. The Supreme Court also noted that the 1996 version of the Uniform Limited Liability Company Act did contemplate compensation to members who engage in winding up activities: (“A member is not entitled to remuneration for services performed for a limited liability company, except for reasonable compensation for services rendered in winding up the business of the company.” See Unif. Ltd. Liab. Co. Act § 403(d) (1996)). Colorado did not adopt this provision even though, as the Supreme Court noted, “the General Assembly’s 2006 amendments to the LLC Act incorporated some elements from the Model Act.”

The Supreme Court also noted that, in 1997, the General Assembly enacted the Colorado Uniform Partnership Act which, in C.R.S. § 7-64-401(8) “explicitly states that a partner is entitled to additional compensation for services performed in winding up the business of the partnership.” The Supreme Court went to the next logical conclusion:

If it wished, the legislature could have included language that would give members or managers the right to additional compensation for their services in winding up the LLC, but did not do so in the original LLC Act or its subsequent amendments.

Based on its analysis of the Colorado limited liability company act, the Colorado Supreme Court affirmed the Court of Appeals’ decision and concluded that:

  1. an LLC continues to exist after dissolution to wind up its business;
  2. upon dissolution, pending contingency fee cases are an LLC’s business;
  3. absent an agreement to the contrary, all profits derived from winding up the LLC’s business belong to the LLC to be distributed in accordance with the members’ or managers’ profit sharing agreement; and
  4. the LLC Act does not grant winding up members or managers the right to receive additional compensation for their services in winding up LLC business.

Members and Managers Fiduciary Duties?

In another portion of the opinion (at paragraphs 36–37), the Supreme Court addressed fiduciary duties in the LLC context in a manner that is inconsistent with the Colorado LLC Act. While acknowledging that the client has the right to choose legal counsel and to enter into and to terminate engagements with counsel, the Supreme Court said:

Under Colorado law, members and managers of an LLC cannot act to induce or persuade a client to discharge the LLC for the benefit of a particular member or manager of the LLC to the exclusion of the others; they breach their fiduciary duties to the LLC if they attempt to do so.

Unfortunately this misinterprets the Colorado LLC Act which carefully does not use the term “fiduciary duty” to define the duties of the members and managers. Furthermore the Supreme Court’s language treats the duties of members and managers as being identical, whether or not the LLC is member-managed or manager-managed. For example, the duty to “account to the limited liability company and hold as trustee for it any property, profit, or benefit derived by the member or manager in the conduct or winding up of the limited liability company business” (C.R.S. § 7-80-404(1)(a)) only applies to members of a member-managed LLC, not to members of a manager-managed LLC. Members of a manager-managed LLC only owe the obligation to “discharge the member’s … duties to the limited liability company and exercise any rights consistently with the contractual obligation of good faith and fair dealing.” (C.R.S. § 7-80-404(3)) The Supreme Court’s ultimate conclusion is not dependent on the fiduciary duty analysis which may, in fact, be applicable in other forms of ownership (such as a general partnership).

In this case, the articles of organization reflect that LaFond & Sweeney was, in fact, organized as a member-managed LLC and, therefore, the members did in fact have the duties to “hold as trustee” for the benefit of the LLC. In a trust as described in C.R.S. § 15-16-302, a trustee “shall observe the standards in dealing with the trust assets that would be observed by a prudent man dealing with the property of another, and if the trustee has special skills or is named trustee on the basis of representations of special skills or expertise, he is under a duty to use those skills.” This arises to a higher duty than the “contractual obligation of good faith and fair dealing. ” The Court should have reached a similar conclusion in the context of this case without using the overly-broad language referring to fiduciary duties.

In the end, Mr. LaFond is obligated to share the contingent fee with his former law partner under the same sharing ratio as the two had shared things during the existence of their law firm, and he was not separately compensated for his efforts in finishing the case as part of his obligation to wind up the business of the LLC. Is it fair that Richard LaFond took the case to a successful conclusion after the dissolution of LaFond & Sweeney while his former partner shares on a 50-50 basis in the award? Is it fair that had the decision been under CUPA or the Uniform Limited Liability Company Act the decision would likely have been different? Whether the Colorado LLC Act should be amended to provide for “reasonable compensation for services rendered in winding up the business of the limited liability company” is an open policy question.

Business Law Section Activities
Antitrust and Consumer Protection Subsection

The New Frontier in Consumer Protection Law Enforcement—Holding Companies Responsible When Thieves Steal Consumers’ Information
Tuesday, Feb. 3, 4:30 to 5:30 p.m. with happy hour to follow

Co-sponsored by the Antitrust and Consumer Protection Subsection of the CBA Business Law Section

The Federal Trade Commission, State Attorneys General, and a host of other regulators are moving aggressively to police data security standards as part of their consumer protection activities. If these regulators determine that a company’s data security standards are inadequate, they can impose millions of dollars in penalties and force the company to submit to highly intrusive monitoring for up to 20 years. Such punishments frequently follow companies’ announcements that they have suffered a data breach—announcements that are occurring with increasing frequency, for all types of businesses, as cyber criminals become ever more adept at exploiting even sophisticated data security protections.

Please join the Colorado Bar Association’s Antitrust and Consumer Protection Subsection for a CLE, followed by a networking happy hour, to address the important questions posed by regulatory enforcement of data security standards.

Moderator: Todd Seelman, Chair, CBA Antitrust and Consumer Protection Subsection
Speakers: Ryan Bergsieker and Rich Cunningham of Gibson, Dunn & Crutcher LLP

Pre-registration encouraged. Please RSVP via email at lunches@cobar.org or register online (you must log onto the CBA website when registering online). RSVP by noon on Friday, Jan, 30,

The live program will be held at Gibson, Dunn & Crutcher LLP, 1801 California Street, Suite 4200, Denver. You may participate in this meeting by telephone. Please indicate when registering that you would like to participate by phone if you wish to do so. The day before the program, we will email the materials as well as the call in number to registered call-in participants.

Bankruptcy Subsection

Presenting Evidence Electronically Training

If you never want to bring four bankers boxes of trial notebooks to court, never want to spend precious trial time getting a witness to the correct page of an exhibit, and never want to miss opportunities to use demonstrative exhibits to support your case, presenting evidence electronically may be your solution. Come to one of the three free trainings to see how presenting evidence electronically can help you.

Location: Courtroom D, U.S. Bankruptcy Court
Date: Feb. 13 and March 13, 2015
Time: 10 to 11 a.m.
Attendance is limited to 10 participants per session.

Presenting exhibits electronically can make trial preparation easier and less expensive, and it can make trial presentation quicker and more visually engaging. See the court’s new electronic evidence presentation system with an iPad™ and Trialpad™ in a short mock examination to highlight the features of the new courtroom system, the benefits of presenting evidence electronically, and select evidentiary issues for electronic exhibits. Attendees can test an example iPad with Trialpad or can bring their devices to test and try. Please email jlafrenz@cobar.org to register.

Financial Institutions Subsection

EB-5 Financing and Foreign Investors: An Investment Capital Program on the Rise
Wednesday, Feb. 18, noon to 1 p.m (option to purchase lunch)

Co-sponsored by the Financial Institutions Subsection of the CBA Business Law Section

Gil Rosenthal will provide an overview of the increasingly popular EB-5 immigrant investor program established by Congress in 1990 to create jobs and to attract investment capital to the U.S. In 2014, total EB-5 visa usage reached the annual maximum for the first time. Mr. Rosenthal will provide you with the basics of the program along with its history, recent developments, regional centers, and legal issues.

Faculty: Gil B. Rosenthal, Esq., Kutak Rock, LLP

The program will be held at the CBA-CLE offices, 1900 Grant Street, Suite 300, Denver. This program is offered for 1 general CLE credit, including 1 ethics credit. Learn more and register online.

Save the Date: March Financial Institutions Subsection Program—Wednesday, March 18.

International Transactions Subsection

Save the Date: International Transactions Subsection Luncheon Program—Tuesday, March 10.

Mergers & Acquisitions Subsection

2014 and 2015: What Did the Investment Bankers See, and What Do They Expect in the M&A World
Tuesday, Feb. 3, 8 to 9:30 a.m.

Co-sponsored by the M&A Subsection of the CBA Business Law Section

Join us for this annual event as investment bankers from five of Denver’s investment banking firms discuss their thoughts on what they expected to see in the M&A world in 2014, what they actually saw in 2014 and what they expect to see in 2015. The panel will provide their insights on the M&A market, trends they are seeing in structuring and negotiating M&A transactions, legal issues they are seeing arise in M&A transactions, particular trends they are seeing in the Colorado M&A market, and their expectations going forward in 2015.

The program will be held at the CBA-CLE offices, 1900 Grant Street, Suite 300, Denver. This program is offered for 2 general CLE credits. Learn more, view program faculty, and register online.

Save the Dates: Upcoming M&A Subsection Breakfast CLE Programs on Tuesdays from 8 to 9 a.m.: March 3, April 7, and May 5, 2015.

New Lawyers Subsection

Mark your Calendars: Happy Hour with the CBA Business Law Section
Thursday, Feb. 19, 5:30 to 7 p.m.

Co-Sponsored by the New Lawyers of the CBA Business Law Section, Denver Bar Association Young Lawyers Division, and CBA Young Lawyers Division

The New Lawyers Subsection along with the Colorado and Denver Bar Associations’ Young Lawyers Divisions invite you to attend the happy hour event that will be held at Dorchester Social Eatery, located at 1448 Market St., Denver, on Thursday, Feb. 19, from 5:30 to 7 p.m. Complimentary drinks and appetizers will be provided.

We hope to see many of you next month at this event! Contact Joel Jacobson with any questions. No RSVP is required.

CBA-CLE Information

Unless otherwise noted, all programs are held at the CBA-CLE offices, 1900 Grant St., Ste. 300, Denver

Preventing Legal Malpractice 2015 
Your Choice of Two Programs on Thursday, Feb. 5 or Friday, Feb. 6

Co-sponsored by the CBA Professional Liability Committee

These seminars are approved by the Colorado Bar Association’s endorsed lawyer’s professional liability insurance program. Premium credits are available to both new and renewal qualifying insureds under their firm's policy for attendance.

Preventing Legal Malpractice 2015—Managing Risks and Client Relations on Feb. 5
Includes an overview of trends in legal malpractice: cases, statutes, and rules; recurring malpractice and professional responsibility dilemmas, and much more! Learn more.

Preventing Legal Malpractice 2015—A Perspective on Practice Pitfalls on Feb. 6
Includes “Ten Things Not to Do When Responding to Disciplinary Counsel”. Learn more.

Each program is offered for 4 general CLE credits, including 4 ethics, and each attendee receives a copy of the CBA-CLE book Lawyers’ Professional Liability in Colorado, 2015 Ed.

Limited Liability Companies in Colorado
Wednesday, March 4, 8:45 a.m. to 5 p.m.

Regardless of your practice, you need to know and understand limited liability companies. Issues involving this flexible and common form of business entity arise in litigation, transactions, estate, business and tax planning, real estate development and beyond. In one day, you can learn the ins and outs of LLC formation, best drafting practices, rights and obligations, duties, creditors’ rights, and more from seasoned professionals, Herrick Lidstone and Allen Sparkman. Every attendee receives a copy of the new CBA-CLE book, Limited Liability Companies and Partnerships in Colorado, 1st Ed., by Herrick K. Lidstone Jr. and Allen Sparkman.

The program is offered for 8 general CLE credits, including 1 ethics. Learn more and register online.

Oil and Gas Law Advanced Topics 2015
Thursday, March 12, 9 a.m. to 4:45 p.m., option to purchase lunch.

Program topics include: The Legal Framework for Oil and Gas in the Rocky Mountain West; Emerging Issues in Title and Curative; Midstream—What It Is, How It Works, and What’s New; Ethics: Duties of Confidentiality, Landman Law Practice, Multijurisdictional Practice Issues; Master Limited Partnerships (MLPs): A New Wave; and Federal Access: A Potpourri of Emerging Issues.

The program is offered for 8 general CLE credits including 1 ethics. Learn more, view program faculty, and register online.

Save the Date! Closely Held Businesses on April 30

  • Ethical Minefield of Advising Family Owned Businesses, Karen Brady
  • ACA Impact on Small Businesses, Kirsten Steward, Sherman and Howard
  • Issues in Probating Business Interests, Nancy Crow, Pendleton, Wilson Hennesey and Crow
  • Charitable Planning Using Closely Held Business Interests, Jeff Gott, Waterstone
  • Family Dynamics of Small Businesses, Terri Finney and David Cohn, DaVinci Consulting
  • Financials and Accounting in Small Businesses, BKD CPAs
  • Security Issues for Closely Held Businesses, Gil Selinger, Fairfield and Woods
Recent Homestudies

Check out the complete catalog of CLE Homestudies, plus some recent business law programs.

Bankruptcy Tax: Everything You Ever Wanted to Know About Taxes in Bankruptcy Proceedings

2014 Business Law Institute

Secrets to Bulletproof Contract Drafting: Better Documents; Less Stress; More Satisfied Clients

Banking for Marijuana Businesses: An Update

Buying and Selling A Business

Bankruptcy Litigation: Knowing and Navigating the Differences from Other Litigation Areas

Featured CBA-CLE Publications

Guide for Colorado Nonprofit Organizations, 1st Ed.

Practitioner’s Guide to CO Business Organizations, 2nd Ed.

Contributions for future newsletters are welcome —
Contact Ed Naylor at ed.naylor@moyewhite.com or 303-292-2900

This newsletter is for information only and does not provide legal advice.

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