Colorado Business. Co-sponsored by the CBA Business Law Section

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PROGRAM LEVEL: ALL Levels Beginner Intermediate Advanced Organizing

Section LIVE PROGRAM AND LIVE WEBCAST: MARCH 16, 2017 Live program

, Suite 300, Denver, CO VIDEO REPLAYS: APRIL 6, 2017 Denver,

At the End of the Day, You ll Have a Better Understanding of: The

Advising Clients on Starting a Business in Colorado Best Practices

at Starting a Business The Essentials and Latest Developments

Experienced and Newly Licensed Attorneys With Clients Starting a

Who Want a Refresher on Organizing a Colorado Business or are

1 PROGRAM LEVEL: ALL Levels Beginner Intermediate Advanced Organizing a Colorado Business 2017 Co-sponsored by the CBA Business Law Section LIVE PROGRAM AND LIVE WEBCAST: MARCH 16, 2017 Live program will be held at the CBA-CLE Large Classroom 1900 Grant St., Suite 300, Denver, CO VIDEO REPLAYS: APRIL 6, 2017 Denver, Colorado Springs, and Grand Junction CLE CREDITS: Submitted for 7 General CLE Credits, Including 1.2 Ethics CLE ELITE PASS HOLDERS Can Attend This Program for FREE! At the End of the Day, You ll Have a Better Understanding of: The Issues, Questions and Documents You Will Most Likely Encounter in Advising Clients on Starting a Business in Colorado Best Practices and Pitfalls When Counseling Clients Starting a Business or Looking at Starting a Business The Essentials and Latest Developments Pertinent to Starting a Colorado Business Who Should Attend: Experienced and Newly Licensed Attorneys With Clients Starting a Business, or Looking at Starting a Business in Colorado Attorneys Who Want a Refresher on Organizing a Colorado Business or are Expanding Their Practice Into the Business Law Arena REGISTER You might also be interested in one of these upcoming CBA-CLE programs! Limited Liability Companies in Colorado JANUARY 13, Hour Mediation Training JANUARY & 30-31, 2017 How to Spot a Liar APRIL 13, 2017

Organizing a Colorado Business 2017 Co-sponsored by the CBA Business Law Section Attend this program if you are a practitioner with clients who are, or are looking at, starting a business in Colorado.

Presenters will work from the same hypothetical set of facts in preparing the content of their course materials.

Ethical Challenges of Working with Startup Companies: Who to Represent and How What to Do When Your Client Cannot Pay by the Hour REGISTER TODAY!

2 Organizing a Colorado Business 2017 Co-sponsored by the CBA Business Law Section Attend this program if you are a practitioner with clients who are, or are looking at, starting a business in Colorado. Attorneys who want a refresher on organizing a Colorado business or who are expanding their practice into the business law arena will also benefit from attending this program. Presenters will work from the same hypothetical set of facts in preparing the content of their course materials. Program Topics Include: LLC Versus S Corporation Recognizing and Rectifying Common Problems in Startups Building a Brand Enhancing Company Value Protecting the Company s Intellectual Property The Ethical Challenges of Working with Startup Companies: Who to Represent and How What to Do When Your Client Cannot Pay by the Hour REGISTER TODAY! LIVE PROGRAM & LIVE WEBCAST: MARCH 16, 2017 Live program will be held at the CBA-CLE Classroom 1900 Grant St., Suite 300 Denver, CO VIDEO REPLAYS: APRIL 6, 2017 Denver, Colorado Springs, and Grand Junction CLE CREDITS: Submitted for 7 General CLE Credits, Including 1.2 Ethics AGENDA YOUR PRESENTERS WILL WORK FROM THE FOLLOWING FACT PATTERN TO PREPARE THEIR PRESENTATIONS... You have agreed to represent a startup company that is working on a mobile application. The company believes the app is getting close to launch. The app is ancillary to the marijuana business and is in a part of the industry that is currently underserved. The company has very few competitors. For that reason, the company has high expectations that the company will do extremely well. The company values itself at $10 million. Now that it looks like the app actually will launch, but before the launch, the company wants to get its corporate house in order. To date, other than filing the articles of incorporation and setting up a bank account, the company has not done anything in the way of corporate formalities; no board meetings, no annual meeting of shareholders (despite having been in business for 2 years); no board or shareholder consent minutes authorizing anything, and no trademark or trade name registrations. It has not issued any stock. It has, however, persuaded a handful of workers to work for sweat equity. Each of these workers has been promised a percentage of the company. The company has also promised friends and friends of friends of the founder percentages of the company if they invest in the company and the company has issued several convertible notes. The company believes it has a private equity firm that will want to invest several million dollars in the very near future. The founder is concerned that he maintain equity ownership of at least 40% of the company after being diluted by the stock issuances described above. The company has come to you for help, but has very limited funds and has asked for a modest flat fee arrangement.

3 AGENDA continued 8:30 AM Registration and Continental Breakfast 9:00-9:10 AM Welcome, Introductions, and Overview Presented by Colleen R. Belak, Esq., Program Chair 9:10-10:30 AM LLC versus S Corporation Advantages and Disadvantages Organizational Documents Buy-Sell Provisions Conversions Presented by Allen Sparkman, Esq. 10:30-10:45 AM Networking Break 10:45 AM - 12:15 PM Recognizing and Rectifying Common Problems in Startups Failure to Follow Corporate Formalities Issues Surrounding Equity Buy-Sell Provisions Unintended Tax Consequences of Actions Presented by Herrick K. Lidstone, Jr., Esq., and Trevor Crow, Esq. 12:15-1:15 PM Lunch on Your Own 1:15-2:15 PM Building a Brand Enhancing Company Value Selection Clearance Protection of Trademarks Presented by Charlene M. Krogh, Esq. 2:15-3:15 PM Protecting the Company s Intellectual Property Work Made for Hire Doctrine Employee Assignments of Intellectual Property Restrictive Covenants Defend Trade Secrets Act Presented by Jennifer M. Osler, Esq. 3:15-3:30 PM Networking Break 3:30-4:30 PM The Ethical Challenges of Working with Startup Companies Who to Represent and How Special Considerations with Organizational Clients Colo. RPC 1.13 The Conflicts of Joint Representation Colo. RPC 1.17 Clients Who Fail to Follow Your Advice (and How to Keep Yourself Protected) Colo. RPC 1.6 and 1.9 4:30 PM Adjourn What to Do When Your Client Cannot Pay by the Hour Pluses and Pitfalls of Alternative Billing Arrangements, Colo. RPC 1.5, 1.8, 1.15A, and 1.16 Flat Fees Equity Barter Others Presented by Sara Van Deusen, Esq., Assistant Regulation Counsel

4 FACULTY PROFILES PROGRAM CHAIR Collen R. Belak, Esq., Burns, Figa & Will, P.C., Greenwood Village, CO Colleen R. Belak, Esq., is a shareholder with Burns, Figa & Will, P.C. She acts as corporate or outside general counsel to small and mid-size businesses and advises them on a wide range of matters, including: mergers and acquisitions, business transactions, corporate and business law, business formation, contracts, trademarks, copyrights, website policies, financing, secured transactions, securities offerings, risk management, conflict avoidance and resolution, and commercial litigation. FACULTY Trevor A. Crow, Esq., Otten Johnson Robinson Neff + Ragonetti, P.C., Denver, CO Trevor A. Crow, Esq., is an attorney with the Denver law firm of Otten, Johnson, Robinson, Neff & Ragonetti, P.C. He advises closely-held entities regarding tax, securities, and general business transactions. Mr. Crow received his law degree and LL.M. in Taxation degree from the University of Denver College of Law. He is the current Vice-Chairman of the Tax Section of the Colorado Bar Association. Charlene M. Krogh, Esq., Dorsey & Whitney LLP, Denver, CO Charlene M. Krogh, Esq., is a Partner in Dorsey & Whitney s top-ranked Trademark, Copyright and Brand Management Group. Charlene regularly advises clients on brand strategy and protection, enforcement, licensing, acquisition and sale of intellectual property assets, as well as false advertising issues. Charlene serves clients in a large variety of industries, including consumer products, cosmetics, financial services, telecommunications, technology and software, hospitality, entertainment and media, and medical devices. Charlene has deep experience counseling clients on transactions involving intellectual property, including due diligence and negotiation of the terms of agreements, and assistance with the transfer of intellectual property rights and recordation of security interests related to financing transactions and asset purchase and sale agreements. Charlene is a graduate of the University of Wisconsin Madison (1999) and the University of Denver, J.D., Order of St. Ives (2004). Charlene is a member of the Colorado and Denver bar associations, the Colorado Women s Bar Association, the International Trademark Association, and serves as the Pro Bono Coordinator for the Denver office of Dorsey & Whitney. Charlene also regularly lectures on intellectual property topics for lawyers and business people. Herrick K. Lidstone, Jr., Esq., Burns, Figa & Will, P.C., Greenwood Village, CO Herrick K. Lidstone, Jr., Esq., is a shareholder and managing director of Burns Figa & Will, P.C. Previously ( ), he was a member of the law firm Norton-Lidstone, P.C., in Greenwood Village, Colorado. He practices in the areas of business transactions, including corporate law; federal and state securities compliance; mergers and acquisitions; contract law; tax law; real estate and zoning law; ethics; and natural resources law. Mr. Lidstone's work includes the preparation of securities disclosure documents for financing transactions, as well as agreements for business transactions, partnerships, limited liability companies, lending transactions, real estate and mineral property acquisitions, mergers, and the exploration and development of mineral and oil and gas properties. Mr. Lidstone has practiced law in Denver since He earned his A.B. degree in economics from Cornell University in 1971 and his J.D. degree from the University of Colorado at Boulder in He was the business manager of the University of Colorado Law Review from 1977 to Mr. Lidstone has written numerous professional articles on business and securities law for The Colorado Lawyer and other publications, several of which have been selected for publication by West Publishing Co. He has written more than 30 published articles and has presented more than 40 papers at continuing education

5 REGISTER FOR THIS PROGRAM conferences in Colorado and elsewhere. Mr. Lidstone is the author of The Securities Law Deskbook, published in May 2006, current through its recently issued 2016 supplement, and, with Allen Sparkman, author of Limited Liability Companies and Partnerships in Colorado (CLE in Colo., Inc. 2015). Mr. Lidstone also has 17 papers published on the Social Science Research Network ( Mr. Lidstone has served numerous times as an expert witness in cases involving corporate, partnership, and securities law matters. He has been qualified as an expert witness in the United States District Court for the District of Colorado; the District Court for the City and County of Denver, Colorado; the District Court for Arapahoe County; the District Court for Jefferson County; and several arbitration tribunals. Mr. Lidstone has been an adjunct professor at both the University of Colorado School of Law and the University of Denver Sturm College of Law, teaching classes in corporations law, securities law, and most recently Capital Formation: Practice and Procedure. Mr. Lidstone serves on CBA committees reviewing and updating C.R.S. title 7 statutes and is the immediate past chair of the CBA Business Law Section Executive Council. Mr. Lidstone has been (since 2008) the CBA Business Law Section's representative to the Working Group on Legal Opinions Foundation, which is seeking to define a national practice in drafting, issuing, and receiving third-party legal opinions. Mr. Lidstone was appointed to the State Securities Board in the Colorado Department of Regulatory Agencies for a three-year term ending July 1, 2002, and he was reappointed for three additional terms ending July 1, Mr. Lidstone was reappointed to the Securities Board for a three-year term ending in June Mr. Lidstone was vice-chair of the board during 2000 to 2001, 2004 to 2005, and 2009 to 2010, and chair of the State Securities Board during the 2001 to 2002, 2005 to 2006, and 2010 to 2011 terms. Mr. Lidstone is a member of the Arapahoe County, Denver, Colorado, and American bar associations, and the Denver Association of Oil and Gas Title Lawyers. Mr. Lidstone is listed in Who's Who in the World and is a retired Lieutenant Commander in the U.S. Naval Reserve. Mr. Lidstone is fluent in Spanish. Jennifer M. Osler, Esq., Holland & Hart LLP, Denver, CO Jennifer M. Osler, Esq., former in-house counsel, understands how to provide client-driven advice, and she knows the importance of her clients intellectual property portfolios to their businesses. Ms. Osler drafts and negotiates a variety of contracts, including software license agreements, subscription agreements, and vendor agreements. With a background that includes working for an Internet company, she combines her legal experience with an understanding of the impact of technology, and the Internet on companies and their intellectual property. Allen Sparkman, Esq., Sparkman + Foote LLP, Denver, CO, and Houston, TX Mr. Sparkman practices law in Denver and Houston as a partner of Sparkman + Foote LLP. Mr. Sparkman's practice includes the areas of business transactions, securities, tax, and professional responsibility. His work includes the preparation of securities disclosure documents for start-up companies in a variety of fields, including offshore oil and gas exploration, foreign mining operations, real estate, and comic book certification. Mr. Sparkman also regularly prepares LLC and partnership documents, and represents buyers and sellers of businesses. Mr. Sparkman is listed in THE BEST LAWYERS IN AMERICA for both Colorado and Texas and speaks regularly at continuing legal education seminars in Colorado, Texas, and nationally on entity selection, fiduciary duties and governance, mergers and conversion, veil piercing, ethics, series LLCs, and tax planning. He has presented more than 100 papers at CLE programs for the American Bar Association, Colorado Bar Association CLE, the State Bar of Texas, the University of Texas School of Law, the Professional Education Broadcast Network, the Practicing Law Institute, the National Business Institute, and other continuing education providers. With Herrick Lidstone, Mr. Sparkman is author of Limited Liability Companies and Partnerships in Colorado (CLE in Colorado, Inc., 2015). Sara C. Van Deusen, Esq., Assistant Regulation Counsel, Office of Attorney Regulation Counsel, Denver, CO Sara Van Deusen, Esq., joined the Office of Attorney Regulation Counsel in December 2016 as Assistant Regulation Counsel in the trial division. Prior to joining OARC, she worked in private practice as a shareholder at Burns, Figa & Will, P.C. focusing on legal ethics and professional responsibility. Ms. Van Deusen has appeared before the Presiding Disciplinary Judge and Hearing Boards in actions related to: attorneys seeking reinstatement; the unauthorized practice of law; applicants seeking admission to the bar, and disciplinary actions. Ms. Van Deusen is active in several professional associations including the Colorado Bar Association Ethics Committee, Colorado Women's Bar Association, CAMP, and the Denver Mother Attorneys Mentoring Association.

For as low as $55 PER MONTH We also have substantial discounts for law firms! Call us at 303.860.0608 or 888.860.2531 for more information, or visit us online @ www.cba-cle.org New Lawyer Edge.

6 The CBA-CLE Pass Now Includes EVEN MORE! Find out what thousands of Colorado attorneys have discovered... Simple Smart Save! Course Materials Online Archive CBA-CLE Book Discounts Unlimited Streaming Homestudies *Unlimited for the Elite Pass Live Seminars & Webcasts* Bradforms by CBA-CLE Casemaker Libra Discount! For as low as $55 PER MONTH We also have substantial discounts for law firms! Call us at or for more information, or visit us New Lawyer Edge... A 3-YEAR PARTNERSHIP PROGRAM FOR ATTORNEYS IN YOUR FIRST FIVE YEARS OF PRACTICE One low price, includes: LIVE & LIVE WEBCAST CLE PROGRAMS Unlimited Free Attendance at Live Build Your Practice CLE Seminars (This includes Basics and Fundamentals courses) 50% discount off all other Live and Live Webcast CBA-CLE Seminars CBA-CLE BOOKS 20% discount on CBA-CLE Books CBA-CLE HOMESTUDIES 24/7 Free online access to CLE Content for all Basics and Fundamentals Seminars 50% discount off all other online CBA-CLE Homestudies ADDITIONAL RESOURCES Online CLE Course Materials: PDF library with thousands of CLE course materials A complimentary Form s Suite through our Bradforms by CLE Subscription NETWORKING OPPORTUNITIES Faculty / Author Reception: Meet attorneys who ve increased their visibility in the legal community through CLE! PRICING: $199 for CBA Members $299 for Non-Members FOR MORE DETAILS GO TO:

7 Organizing a Colorado Business 2017 REGISTRATION FORM PROGRAM ORDER FORM STEP 1 - REGISTRATION TYPE: (Select live program, live webcast, or video replay) Live Program: MARCH 16, In Denver at the CBA-CLE Classroom, 1900 Grant St., Suite 300 (BL031617L) Live Webcast: MARCH 16, Must have access to high-speed internet (BL031617W) Video Replay: APRIL 6, Please indicate video replay location: Denver: CBA-CLE Classroom, 1900 Grant Street, Suite 300 (BL031617V) Colorado Springs: 421 S. Tejon Street, Suite 100 (BL031617VCS) Grand Junction: 1250 E. Sherwood Drive (BL031617VGJ) STEP 2 - MATERIALS FORMAT: Digital Download (PDF) via (sent hrs. prior to conference) Printed Book (pick up at conference) STEP 3 - REGISTRATION CATEGORIES: Non-member:...$369 CBA Member:...$339 CBA Section Business Law Section Member:...$299 Paralegal/Legal Support Staff:...$259 New Lawyer Edge:...$ CLE Elite Pass Holder:...FREE NOTE: Shipping & handling only applies to orders you receive via mail. Materials will be mailed to you approximately 2 weeks after live program. PROGRAM ORDER FORM TOTAL $ HOMESTUDY ORDER FORM To receive full CLE credit, you must purchase the course materials AND the recorded seminar STEP 1 - SELECT DESIRED PRODUCT FORMAT: Video-On-Demand (PDF of Book - BL031617N) MP3 Audio Download (PDF of Book - BL031617J) Print Book and recorded homestudy on CD-Rom (BL031617D) STEP 2 - SELECT PAYMENT CATEGORY: (Shipping & handling applies) Non-member:...$369 CBA Member:...$339 New Lawyer Edge Partner:...$ CLE Elite Pass Holder...FREE CLE Basic Pass Holder...FREE STEP 3 - COURSE MATERIALS ONLY: (Paper Only - BL031617C) Skip this step if you purchased the HOMESTUDY. Non-member: $129 CBA Member: $99 Price Shipping & Handling Subtotal Applicable Sales Tax (7.62% Denver, 4% RTD and 2.9% rest of Colo.) HOMESTUDY/BOOK TOTAL $ All registrations must include a check or charge card information. Mail to CBA-CLE, 1900 Grant St., Suite 300, Denver, Colorado You may register by phone or fax when using MasterCard, Visa or AmEx. Phone Fax $ $ $ $ Register by PHONE... when using VISA, MasterCard or AmEx. (303) Toll-Free: (888) Or FAX form to... when using VISA, MasterCard or AmEx. FAX to: (303) Or MAIL form to... CBA-CLE, 1900 Grant St., Suite 300 Denver, CO Or Register ONLINE... when using VISA, MasterCard or AmEx. Name Attorney Reg. No. Firm/Organization Address Street Address City State / Zip Telephone ( PAYMENT METHOD: ) All registrations must include a check or charge card information. Check made payable to CBA-CLE (Check # ) VISA MasterCard AmEx Credit Card # Exp. Date Signature (required) CLE Use Only: Check #: Approval #:

Organizing a Colorado Business 2017 Co-sponsored by the CBA

1638 Denver, CO LIVE PROGRAM AND LIVE WEBCAST: MARCH 16, 2017

Submitted for 7 General CLE Credits, Including 1.

org PROGRAM LEVEL: ALL Levels Beginner Intermediate Advanced

2017 , Suite 300, Denver, CO 2 Ethics CLE ELITE PASS HOLDERS

8 Organizing a Colorado Business 2017 Co-sponsored by the CBA Business Law Section 1900 Grant Street, Suite 300, Denver, Colorado Nonprofit Org. U.S. Postage Paid Permit No Denver, CO LIVE PROGRAM AND LIVE WEBCAST: MARCH 16, 2017 Live program will be held at the CBA-CLE Large Classroom 1900 Grant St., Suite 300, Denver, CO VIDEO REPLAYS: APRIL 6, 2017 Submitted for 7 General CLE Credits, Including 1.2 Ethics REGISTER PROGRAM LEVEL: ALL Levels Beginner Intermediate Advanced Organizing a Colorado Business 2017 Co-sponsored by the CBA Business Law Section LIVE PROGRAM AND LIVE WEBCAST: MARCH 16, 2017 Live program will be held at the CBA-CLE Large Classroom 1900 Grant St., Suite 300, Denver, CO Submitted for 7 General CLE Credits, Including 1.2 Ethics CLE ELITE PASS HOLDERS Can Attend This Program for FREE!

FUNDAMENTALS OF UPSTREAM ACCOUNTING

COURSE FUNDAMENTALS OF UPSTREAM ACCOUNTING September 24-25, 2018 EUCI Office 4601 DTC Blvd Denver, CO RELATED EVENT: UPSTREAM PETROLEUM ECONOMICS September 25-26, 2018 Denver, CO TAG US #EUCIEvents FOLLOW