Cosponsored by the Business Law Section of the State Bar of Michigan

27TH ANNUAL

Business Law instituteSEPTEMBER 25, 2015 | GRAND RAPIDS

www.icle.org/business 877-229-4350

COSPONSOR REGISTER TODAY

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ICLE’s Business Law institute

SEPTEMBER 25, 2015 | GRAND RAPIDS

The Place to Be for Business LawyersGet the latest updates, strategies, and practical tools you need to succeed in the demanding world of business law. Stay ahead of today’s trends and get expert advice on topics like avoiding oppression claims in shareholder agreements, adding value to your deal with proper tax structuring, and much more! Take away solutions that work for your clients and gain a solid understanding of even the most complex issues facing business practitioners today.

Plus, take advantage of the many networking opportunities this year like the annual reception, pub dinner event, and ArtPrize—an open, independently organized international art competition held all around town. Extend your stay and experience three square miles of art from around the world—it’s all free and open to the public.

Attend for These Great Benefits:• Recognize the critical components of investment banking engagement letters• Recommend the appropriate ADR language for your clients’ agreements• Spot common M&A tax pitfalls and learn how to avoid them• Identify the benefits of and process for minority business qualification • Prepare airtight shareholder or LLC agreements no matter who you represent • Stay current with insightful reviews of Michigan legislation and caselaw

Free Admission to the Annual Business Law Section Pub EventThe Annual Business Law Section Pub Event at Grand Rapids Brewery (Friday, September 25, 2015, 6:30pm–8:30pm) is included in the registration fee for registrants. Additional guests are welcome to attend for $50.

SPONSORSAmway Grand Plaza187 Monroe Ave NW Grand Rapids, MI 49503 800-253-3590 www.amwaygrand.com

Use ICLE/Business Law for a discounted room between 09/24–25/15 for $189/night. Call or reserve online.Reserve by 8/27/2015. Registrants are responsible for their own hotel expenses.

State Court Judges Attend FREE!Compliments of the Business Law Section of the State Bar of Michigan.

REGISTER TODAYwww.icle.org/business | 877-229-4350

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9:00am

Welcome, Business Law Section Update, and Business Legislation UpdateStay up-to-date on the latest changes in Michigan business legislation. Confidently advise your clients with essential information in this annual update.James L. Carey, Chairperson, Business Law Section of the State Bar of Michigan, Carey Law Offices PC, South Lyon

9:55am

Understanding, Qualifying for, and Preserving Minority Business StatusMinority advancement initiatives are increasingly prevalent in the marketplace. Many businesses encourage minority content in products and seek to work with qualified minority suppliers and vendors. Whether doing business in the private or public sector, businesses may benefit from qualification as a “Minority Business Enterprise,” a “Disadvantaged Business Enterprise,” or a “Woman-Owned Business”, to name a few. Understand the various minority programs, the benefits of qualification, and the steps a business must take to qualify for and/or preserve minority status.W. Anthony Jenkins, Dickinson Wright PLLC, Detroit; Daniel H. Minkus, Clark Hill PLC, Birmingham

10:55am

Hot Tax Topics in Mergers and AcquisitionsGiven the multitude of transaction types for selling a business and the issues that can arise, planning for and structuring M&A deals can be intimidating. But have no fear, get the tools needed for tax planning and structuring to increase the value of your deal and decrease the chance of conflicts between the parties after it closes. Learn the tax result of common transaction structures and get planning ideas for your next transaction. Plus, explore tax traps to avoid and opportunities to capitalize upon in your next deal.John D. Gatti, Kerr Russell, Detroit; Kurt B. Piwko, Plante Moran, Clinton Township

11:45am

Lunch and Shulman Award Presentation

1:35pm

Avoiding Oppression Claims and Rewarding Key Employees after Madugula v TaubHow should lawyers draft shareholder agreements and LLC operating agreements in light of Madugula v Taub? Get answers to this and other questions on the minds of transactional and litigation attorneys. Learn what provisions to reconsider as counsel for the corporation or majority shareholder, and explore provisions that protect a minority shareholder’s interests too. See how equity alternatives can minimize risk and still incentivize key employees.Edwin J. Lukas, Bodman PLC, Detroit; Douglas L. Toering, Toering Law Firm PLLC, Troy

ScheduleModerated by Mark W. Peters, Bodman PLC, Troy

2:25pm

ADR Provisions in Commercial Agreements: What’s Best for Your Client?Join business law experts to discuss the pros and cons of various dispute resolution options. Explore key questions such as: has the new special business docket changed the way businesses view litigation as an option? Has the adoption of the RUAA affected arbitration as an option? Do businesses still use mediation? Review and analyze sample ADR provisions and understand the strengths and weaknesses of various options when drafting your next agreement. Tania E. (Dee Dee) Fuller, Fuller Law and Counseling PC, Grand Rapids; Daniel N. Sharkey, Brooks Wilkins Sharkey & Turco PLLC, Birmingham

3:25pm

Negotiating Investment Banking Engagement LettersAn early task in financing or acquisition transactions is the execution of an engagement letter for an investment banker. Learn what provisions are typically included in these letters and get best practice tips for ensuring that each party’s duties and obligations are carefully addressed—from the scope of services and fee arrangements, to terminations, indemnification and confidentiality. Understand key terms to include and pitfalls to avoid in your next engagement letter.Nick P. Jachim, Stout Risius Ross, Chicago, IL; Justin G. Klimko, Butzel Long, Detroit

4:10pm

Business Caselaw UpdateDon’t miss this annual expert review of the year in Michigan business caselaw. Take away keen analysis of the developments and how they will impact your practice and business clients this year and beyond.Jeffrey S. Ammon, Miller Johnson, Grand Rapids

5:00pm

Networking Reception—Stout Risius Ross Relax and join the seminar faculty, Business Law Section council members, exhibitors, fellow registrants, and guests for an evening reception.

6:30pm

Annual Business Law Section Pub Event Food sponsored by: J.P. Morgan Escrow Services Beverages sponsored by: Comerica Bank Special Corporate Financial ServicesDine on the best pub food at Grand Rapids Brewing Company paired specifically with the finest ales, lagers, and stouts.

1 Please attach additional sheet listing lawyers attending.2 Current sitting full-time State Court judges attend free and must complete order form or call ICLE to register. Limit 40. 3 Registrants will receive the print handbook and electronic materials if no format is specified. Select “electronic materials only” discount or enter SAVE25 online to save $25 off registration fee. Materials will be posted online before the seminar.

Persons with disabilities or dietary restrictions: For special arrangements please contact ICLE no later than seven days before the seminar. Walk-in Registrations: Permitted on a space-available basis or if registrants fail to claim their seat in the first 15 minutes of the seminar. Cancellation Policy: In order to receive a full refund, you must notify ICLE by September 11, 2015. After September 11, a $45 handling fee will be assessed. No refunds will be issued for cancellations after September 18, 2015.

F. Payment Info | Calculate Total and Select Check/CC

Institute Registration (Box B) $

Electronic Materials Only Discount3 (Box C) $

Annual Business Law Section Pub Event (Box D) $

Institute Materials for Non-Registrant (Box E) $

Add 6% MI Sales Tax (on Institute Materials for Non-Registrant only) $

Total Amount Due $

Check Check No. Payable to: ICLE

Visa Mastercard Amex Discover

CC No. Exp. Date

Signature for CC

B. Institute Registration | Pick One

$345 General

$315 Cosponsor Section Member

$295 ICLE Partner

$195 New Lawyer (0–3 years in practice P75750+)

$245 4+ lawyers from the same firm (per lawyer)1

FREE Current Sitting State Court Judge2

C. Materials Format | Institute Registrant Pick One

FREE Print Handbook and Electronic Materials

Save $25 Electronic Materials Only3

E. Institute Materials for Non-Registrant | Optional

Can’t attend? Purchase the electronic materials and select recordings.

$195 Non-ICLE Partner (No Institute Admission)

$136.50 ICLE Partner (No Institute Admission)

2015CI1110

(-$25)

D. Annual Business Law Section Pub Event | Optional

FREE Institute Registrant

$50 Additional Guests

4 Ways to Register

Business Law instituteSEPTEMBER 25, 2015Amway Grand Plaza, Grand RapidsCLE: 5.5 Level: Intermediate/Advanced

4Mail (form with payment) ICLE, 1020 Greene St. Ann Arbor, MI 48109-1444

2Call (with credit card) 877-229-4350

3Fax (form with credit card) 877-229-4351

1Online (with credit card) www.icle.org/business

A. Personal Info

Name

MI Bar# ICLE P’ship#

Firm

Address

City State Zip

Phone Fax

E-mail

6BE

“ After 45 years of practice, this seminar is an absolute requirement for CLE and active practitioners.Thomas M. Boven, Scholten Fant, Grand Haven