From the Colorado Bar Association
Business Law Section
Ed Naylor, Editor
IN THIS ISSUE:
Lenders Should Be Aware of Ag Liens Even if the Borrower is not a Farmer
By Linda M. Zimmermann and Alexis K. Lundgren, Markus Williams Young & Zimmermann LLC
In a typical secured transaction, one of the first tasks on a secured lender’s due diligence list is to perform and review the results of a lien search in order to determine what its lien priority will be in the borrower’s assets. The secured lender will then repeat this search throughout the life of the loan to confirm its lien priority. In Colorado, most liens, including UCC, judgment, and tax liens, are found through a properly conducted search of the Colorado Secretary of State records and applicable county real property records. Unfortunately, in Colorado there are other liens, such as agricultural liens, that are not identified in these searches but which have super priority over properly perfected security interests of secured lenders. Three of these “hidden” agricultural liens, the Perishable Agricultural Commodities Act (“PACA”), the Packers and Stockyards Act (“PASA”) and the Food Security Act (the “FSA”), attach to collateral in such a way that many secured lenders do not even look for them because they are not making an “Ag” loan.
PACA and PASA
The trust created by PACA gives growers and sellers of all perishable agricultural commodities (i.e., fresh fruits and vegetables) a powerful collection tool if used properly. The PACA trust secures collection of accounts receivable owed to such growers and sellers by requiring commission merchants, dealers, or brokers to hold perishable agricultural commodities, inventories of food and other products derived from perishable agricultural commodities, and receivables and proceeds from the sale of those commodities or products in trust for the benefit of the unpaid growers and sellers until full payment of the sums owed has been made. If such growers and sellers comply with the requirements of PACA, the trust imposed by PACA grants them priority status with respect to the produce sold, the products derived therefrom, and the proceeds thereof, senior to secured creditors’ claims against the buyers.
PASA does basically the same thing for livestock and poultry producers with respect to accounts receivable owed by packers and live poultry dealers. The collateral subject to the trust is all livestock purchased by packers and poultry purchased by live poultry dealers, as well as inventories, receivables, and proceeds derived from such livestock or poultry. One important requirement for the application of PASA is that the sale must be a cash sale and even narrow deviations from this requirement can void the statutory protections. Unlike PACA, PASA does not require specific language be included in invoices to preserve the PASA trust. Prior to lending to a packer or live poultry dealer, a lender should understand under what payment terms the packer or live poultry dealer purchases livestock or poultry and adjust the lending terms accordingly.
Although there are no restrictions on who qualifies as a buyer, there are financial exceptions to the protections of both PACA and PASA. Produce dealers and brokers whose annual produce purchases in any calendar year are less than $230,000 are not subject to PACA. Packers whose average annual purchases do not exceed $500,000 and live poultry dealers whose average annual sales of live poultry or average annual value of live poultry purchased or subject to a growing arrangement is less than $100,000 are exempt from PASA.
Under PACA and PASA, protected sellers are granted a first priority “non-segregated floating trust” on the commodities sold and the proceeds thereof, including both the accounts receivable from the sale and any products derived from such commodities. The trust is not defeated if the trust assets are commingled. Moreover, if a buyer commingles PACA/PASA trust funds, it has the burden of proof regarding any tracing issues that arise. The PACA trust “applies to all of the purchaser’s produce-related inventory and proceeds regardless of whether the trust beneficiary was the source of the inventory [and] the trust beneficiary is not required to track proceeds.” The assets of the PACA/PASA trust are not property of the purchaser’s estate under 11 U.S.C. § 541.
Growers/producers protected by PACA/PASA are almost always paid first. The trust is expansive, covering not only the commodity sold but what it is made into and the accounts receivable derived therefrom and reaching to all other funds in accounts where such proceeds are deposited if commingled and untraceable. Moreover, unpaid growers/producers can force recipients of trust assets (such as, under certain circumstances, the secured lenders of the purchaser thereof) to disgorge such assets.
Because a properly perfected secured lien under the Uniform Commercial Code is primed by a proper PACA/PASA claim, lenders to any borrower that purchases perishable agricultural commodities, livestock or live poultry, such as food manufacturers, grocery stores or restaurants, must structure their credit facilities to take into consideration the PACA/PASA trust. In order to mitigate the effects of PACA/PASA, many lenders to buyers/dealers implement a reserve against all unpaid accounts payable owed to growers/producers and require regular reporting which include payables agings, the identity of sellers and suppliers and copies of all PACA/PASA notices and grower waivers.
Food Security Act of 1985
The FSA is another little known federal law that attempts to protect both growers and producers of farm products and their lenders, on the one hand, and those that purchase such products, on the other. Congress found that “(1) certain State laws permit a secured lender to enforce liens against a purchaser of farm products even if the purchaser does not know that the sale of the products violates the lender’s security interest in the products, lacks any practical method for discovering the existence of the security interest, and has no reasonable means to ensure that the seller uses the sales proceeds to repay the lender; [and] (2) these laws subject the purchaser of farm products to double payment for the products, once at the time of purchase, and again when the seller fails to repay the lender; …” In other words, before the FSA, a buyer of farm products had no way to determine if the products it purchased were subject to the seller’s lenders’ liens and, therefore, such buyer was at risk for having to pay twice.
Under the FSA, a buyer of farm products from a seller engaged in farming operations in Colorado purchases farm products free and clear of such seller’s lenders’ properly perfected security interests in such farm products (even if such buyer is aware of such security interest) so long as it buys in the ordinary course of business,  unless (i) within one year before such sale, such buyer has received from such lender or such seller written notice of such security interests which complies with the FSA and such buyer fails to perform its payment obligations; (ii) such buyer has not registered with the Colorado Secretary of State, and such lender has properly filed an effective financing statement (an “EFS”) with the Colorado Secretary of State’s office; or (iii) such buyer has received a written notice from the Colorado Secretary of State that complies with the FSA and specifies both such seller and each such farm product being sold by such seller as being subject to an EFS or notice, and such buyer does not secure a waiver or release of such security interest.
The FSA addresses the double payment issue identified by Congress by allowing lenders to growers and producers of farm products to preserve their liens on farm products after the sale thereof in the ordinary course if such lenders comply with the FSA’s notice and registration requirements. Under the FSA, states may opt to be direct notice states or filing states. Colorado is a filing state and lenders to growers and producers of farm products produced in Colorado may file an EFS with the Colorado Secretary of State to comply with the FSA filing requirements. An EFS is similar to a UCC-1 and the Colorado form may be filed online. Like UCC-1 filings, lenders can search EFS filings online. The Colorado “master list” is a downloadable, searchable report that contains information from all EFS filings that were effective as of the last day of the previous month.
An EFS is not a UCC-1. Compliance with the FSA does not affect the enforceability of a lender’s underlying security interest. Therefore, a lender must comply with both the Uniform Commercial Code and the FSA in order to perfect its liens and take advantage of the protections offered by the FSA.
The FSA is a poorly drafted statute and case law is sparse. To the authors’ knowledge, there is only one reported Colorado decision discussing the FSA. In Great Plains Nat. Bank, N.A. v. Mount, 280 P.3d 670 (Colo. App. 2012), the court found that a Colorado buyer of cattle produced in Oklahoma (where an EFS was centrally filed) was subject to the Oklahoma Bank’s security interest that extended to after-acquired cattle of a debtor who sold the cattle one day after purchase to the buyer. Both the buyer and its lender were found to hold interests junior to the Oklahoma Bank’s security interest. A close reading of the case illustrates how definitions and technical requirements for EFS must be carefully followed. It also shows how important it is for purchasers (and their lenders) to check UCC and EFS filings in the state where the farm products are produced.
Much like PACA and PASA, the lender to a borrower that purchases farm products must be aware of the FSA and include provisions in its credit agreement to ensure its lien on collateral is not primed by the liens of the secured lenders to the vendors, such as, for example, implementing a reserve against all unpaid accounts payable owed to growers/producers and requiring such a borrower to monitor the “master list” with respect to its vendors, to maintain written records pertaining to purchases of farm products to which an FSA lien is applicable, and to report any receipt of a written notice of any FSA lien or FSA-related claim.
In sum, lenders to borrowers that purchase perishable agricultural commodities, livestock or live poultry must structure their credit facilities to protect against the hidden liens created by PACA, PASA and the FSA. Without such a structure, lenders could find themselves undersecured or even out of the money in a liquidation, primed by liens of its borrower’s vendors or their lenders.
 Colorado Revised Statutes § 4-9-322(g) provides: “A perfected agricultural lien on collateral has priority over a conflicting security interest in or agricultural lien on the same collateral if the statute creating the agricultural lien so provides.”
 7 U.S.C. § 499a et seq. For federal regulations under PACA, see 7 C.F.R. § 46.
 7 U.S.C. § 181 et seq. For federal regulations under PASA, see 9 C.F.R. § 201.
 This article specifically discusses 7 U.S.C. § 1631. For federal regulations under § 1631, see 9 C.F.R. § 205.
 PACA protects all fresh fruits and vegetables, including those frozen and/or packed in ice, as well as cherries in brine. 7 U.S.C. § 499a(b)(4). Neither “fresh fruit” nor “fresh vegetable” is defined under PACA. PACA does not apply to any fruits or vegetables which have been manufactured into articles of food of a different kind or character. 7 C.F.R. § 46.2(u). For a list (compiled by the U.S. Department of Agriculture) of fruits and vegetables covered by PACA, see: https://www.ams.usda.gov/sites/default/files/media/Commodities%20Covered%20by%20PACA.pdf.
 7 U.S.C. § 499e(c)(2).
 Packer means “any person engaged in the business (a) of buying livestock in commerce for purposes of slaughter, or (b) of manufacturing or preparing meats or meat food products for sale or shipment in commerce, or (c) of marketing meats, meat food products, or livestock products in an unmanufactured form acting as a wholesale broker, dealer, or distributor in commerce.” 7 U.S.C § 191. See also In re Coop De Consumidores Del Noroeste, 464 B.R. 525, 528 (Bankr. D. P.R. 2012).
 Live poultry dealer means “any person engaged in the business of obtaining live poultry by purchase or under a poultry growing arrangement for the purpose of either slaughtering it or selling it for slaughter by another, if poultry is obtained by such person in commerce, or if poultry obtained by such person is sold or shipped in commerce, or if poultry products from poultry obtained by such person are sold or shipped in commerce.” 7 U.S.C. § 182(10).
 7 U.S.C. § 196(b) (as to livestock); 7 U.S.C. § 197(b) (as to poultry).
 For purposes of PASA, a cash sale is one in which the seller does not expressly extend credit to the buyer. 7 U.S.C. § 196(c) (as to livestock); 7 U.S.C. § 197(c) (as to poultry). See also In re Coop De Consumidores, 464 B.R. at 536-537. See also 7 U.S.C. § 228b and 228b-1 for specific regulations on time and manner of payment. These cash sale provisions do not appear in PACA.
 In re Coop De Consumidores, 464 B.R. at 544.
 See 7 U.S.C. §§ 499a(b)(6) and (7).
 See 7 U.S.C. § 196(b); 7 U.S.C. § 197(b).
 Because PASA requires a cash sale, technically, under PASA, this should be the amount owed, rather than accounts receivables.
 See 7 U.S.C. § 499e(c)(2) (as to produce); 7 U.S.C. § 196(b) (as to livestock); and 7 U.S.C. § 197(b) (as to poultry). See also In re DKMB, Inc., 95 BR 774,776 (Bankr. D. Colo. 1989); Endico Potatoes, Inc. v. CIT Group/Factoring, Inc., 67 F.3d 1063,1067 (2d Cir. 1995).
 Endico Potatoes, 67 F.3d at 1067; Boulder Fruit Express & Heger Organic Farm Sales v. Transp. Factoring, Inc., 251 F.3d 1268, 1272 (9th Cir. 2001).
 Sunzone-Palmisano Co. v. M. Seaman Enterprises, Inc., 986 F.2d 1010, 1013-1014 (6th Cir. Ohio 1993).
 In re DKMB, Inc., 95 BR at 776.
 In re DKMB, Inc., 95 BR at 776; Stanziale v. Rite Way Meat Packers, Inc. (In re CFP Liquidating Estate), 405 B.R. 694, 697 (Bankr. D. Del. 2009).
 Endico Potatoes, 67 F.3d at 1068. Note that currently there is a split in the Federal circuit courts regarding the PACA trust and factoring agreements. See S&H Packing & Sales Co. v. Tanimura Disrib., 2017 U.S. App. LEXIS 3483 (9th Cir. 2017).
 7 U.S.C. § 1631(a).
 The FSA defines “farm product” as “an agricultural commodity such as wheat, corn, soybeans, or a species of livestock such as cattle, hogs, sheep, horses, or poultry used or produced in farming operations, or a product of such crop or livestock in its unmanufactured state (such as ginned cotton, wool clip, maple syrup, milk, and eggs), that is in the possession of a person engaged in farming operations.” 7 U.S.C. § 1631(c)(5).
 “Except as provided in subsection (e) and notwithstanding any other provision of Federal, State, or local law, a buyer who in the ordinary course of business buys a farm product from a seller engaged in farming operations shall take free of a security interest created by the seller, even though the security interest is perfected; and the buyer knows of the existence of such interest.” 7 U.S.C. § 1631(d).
 7 U.S.C. § 1631(e)(1).
 7 U.S.C. § 1631(e)(2).
 7 U.S.C. § 1631(e)(3).
 7 U.S.C. §§ 1631(e).
 7 U.S.C. § 1631 et seq.
 Colorado Revised Statutes § 4-9.5-101 et seq.
 To file an EFS online, visit https://www.sos.state.co.us/ucc/pages/home.xhtml then click on “Effective Financing Statement” under “File a Financing Statement”. Additional instructions may be found here: http://www.sos.state.co.us/pubs/UCC/instructions/EffectiveFinancingStatement.html.
 Additional information about the master list may be found here: http://www.sos.state.co.us/pubs/UCC/FAQs/masterlist.html. To search the “master list”, visit https://www.sos.state.co.us/ucc/pages/home.xhtml and click on “EFS master list” under “Search Records”.
 The FSA specifically provides secured lenders to growers and producers of farm products with the right to require such growers and producers to provide a list of buyers and imposes a fine on such growers and producers of the greater of $5,000 or 15% of the value of such products for failure to comply with such a provision. 7 U.S.C. §§ 1631(h).
Does That Email Waive Any Confidentiality or Privilege Status?
By Herrick K. Lidstone, Jr., Burns, Figa & Will, P.C.
Electronic mail communications are a fact of life in 2017. There is no getting around this benefit and burden. Yet careless use of email devices and networks can risk loss of confidentiality and other privileges. This is especially the case when clients communicate with their lawyers using their employer-established email accounts on office computers or computers they share with others, including in some cases family members. That client may also store personal emails and information on a business or shared laptop, smartphone, or tablet.
Recent Marvel Case and Privacy Expectations
The use of an employer or a shared computer (including a computer found in a public library) or other device which is subject to another’s control may eviscerate the expected confidentiality of electronic communications. Consider the case of Peerenboom v. Marvel Entm’t, LLC, 2017 BL 82109, N.Y. App. Div. 1st Dept., No. 3435N 162152/15, 3/16/17). In that case, Marvel’s CEO Isaac Perlmutter exchanged emails with his personal counsel and his wife through Marvel’s email system. Marvel’s policy specifically allowed employees to receive personal emails, but asserted that Marvel owned all emails on its system, and further reserved the right to audit networks and systems to ensure compliance with its email policies. Marvel also reserved the right “to access, review, copy and delete any messages or content” and to “disclose such messages to any party (inside or outside the Company).” An adversary who accused Mr. Perlmutter and his wife of orchestrating a “hate-mail” campaign against him subpoenaed relevant emails from Marvel’s server.
The New York appellate panel found that, based on the Marvel policy, Mr. “Perlmutter lacked any reasonable expectation of privacy in his personal use of the email system of Marvel, his employer, and correspondingly lacked the reasonable assurance of confidentiality that is an essential element of the attorney-client privilege.” The court also found that, as CEO, Mr. Perlmutter was constructively aware of Marvel’s email policy whether or not he had actual knowledge.
The New York appellate panel also found that Mr. Perlmutter’s use of Marvel’s email system for personal correspondence also waived the confidentiality necessary for the finding of any spousal privilege in the emails between Mr. Perlmutter and his wife.
The New York court did treat the attorney work product protection differently, stating: “Given the lack of evidence that Marvel viewed any of Perlmutter's personal emails, and the lack of evidence of any other actual disclosure to a third party, Perlmutter's use of Marvel's email for personal purposes does not, standing alone, constitute a waiver of attorney work product protections.” Absent actual disclosure to a third party, attorney work product protections may stand. The appellate panel remanded the case to the trial court to review the alleged work product items to see if they are in fact protected.
In reaching this conclusion, the New York appellate panel relied in part on In re Asia Global Crossing, Ltd., 322 B.R. 247, 257 (Bankr. S.D.N.Y. 2005). In that case, a bankruptcy trustee took over the operations and assets of Asia Global Crossing, including email servers which contained “certain e-mail messages containing allegedly privileged attorney-client communications” (referred to by the court as “Insider Emails”) as well as certain allegedly privileged hard copy documents. The trustee alleged that Asia Global Crossing’s email policy warned users that “the e-mails were the debtor’s property, the e-mail system was not secure, that third-parties had access to the e-mail system, and that no one was authorized to use the e-mail system to transmit confidential or secret information.” The trustee also argued that, even without that policy, “the mere use of the company’s e-mail system destroyed or waived any privilege.” The Asia Global Crossings holding established four factors to be considered in determining whether an employee has a reasonable expectation of privacy in email transmitted over a company system:
1. Does the corporation maintain a policy banning personal or other objectionable use;
2. Does the corporation monitor the use of the employee’s computer or e-mail;
3. Do third parties have a right of access to the computer or emails; and
4. Did the corporation notify the employee, or was the employee aware of, the use and monitoring policies.
Attorney’s Duty to Advise Client of Risks
Clients may not realize the risk of the loss of attorney-client privilege in communications in this context. ABA Formal Opinion 11-459 (Duty to Protect the Confidentiality of Email Communications with One’s Client) raises the concern that it may be the lawyer’s obligation to advise the client as to the risks associated with the possible loss of the attorney-client privilege in these circumstances. Relying on Model Rule 1.6 (and specifically comments  and ), Formal Opinion 11-459 specifically states:
Given these risks, a lawyer should ordinarily advise the employee-client about the importance of communicating with the lawyer in a manner that protects the confidentiality of e-mail communications, just as a lawyer should avoid speaking face-to-face with a client about sensitive matters if the conversation might be overheard and should warn the client against discussing their communications with others. In particular, as soon as practical after a client-lawyer relationship is established, a lawyer typically should instruct the employee-client to avoid using a workplace device or system for sensitive or substantive communications, and perhaps for any attorney-client communications, because even seemingly ministerial communications involving matters such as scheduling can have substantive ramifications.
Footnote 7 to Formal Opinion 11-459 specifically states that “if the lawyer becomes aware that a client is receiving personal e-mail on a workplace computer or other device owned or controlled by the employer, then a duty arises to caution the client not to do so, and if that caution is not heeded, to cease sending messages even to personal e-mail addresses.” Under the Formal Opinion (which has not been adopted in Colorado), it is the lawyer’s obligation to protect the client from the client’s own careless acts.
ABA Formal Opinion 11-460 (Duty When Lawyer Receives Copies of a Third Party’s Email Communications With Counsel) addresses the case when an attorney receives communications between an opposing party and counsel which is not transmitted, but rather is stored on a third party (employer-owned, in the case of an employer-employee dispute) computer. The ABA Formal Opinion acknowledges that in this case Rule 4.4(b) of the Rules of Professional Conduct is not applicable since the email was not “inadvertently sent.” Formal Opinion 11-460 notes that other law, court decisions, or civil procedure rules, may require disclosure to the opposing party that personal emails have been retrieved from the third-party computer and Rule 1.6(b)(6) of the Rules of Professional Conduct permits disclosure by the attorney. Where no law requires notification, Formal Opinion 11-460 says that the decision to provide the disclosure must be made by the client following the lawyer’s explanation of the implications of disclosure and available alternatives.
The issues in Formal Opinions 11-459 and 11-460 may be warnings that attorneys may want to consider including in their engagement letters. Where an attorney is representing an employee in transition from one employer to another employer, the need for the transitioning employee to use separate and personal, non-employer-related, electronic communication facilities, is even heightened.
Business Law Section Activities
Introduction to Bankruptcy Law – Program is on the Western Slope! – May 19, 2017 – 9:55 a.m. – 3:10 p.m.
Please attend to learn from our experienced panel of practicing attorneys to gain a better understanding of:
- How to Handle Chapters 7, 9, 22, and 13 Bankruptcies
- Pre-Bankruptcy Issues, Including Self-Settled and Third-Party Trusts, Fraudulent Conveyances and Pre-Bankruptcy Estate Planning
- The Impact of Domestic Relations and Personal Injury Matters on Bankruptcies and Vice Versa
Special price for CBA Business Law Section members! The program will be held at the Law Office of Brown & Brown, P.C., 1250 E. Sherwood Drive, Grand Junction, CO. This program is offered for 6 general CLE credits. Click here for more information or to register.
Denver Bankruptcy Bar Brown Bag CLE – Wednesday, June 7, 2017 – Noon – 1:00 p.m.
Co-sponsored by the CBA Bankruptcy Subsection and the U.S. Bankruptcy Court for the District of Colorado
Please attend a Denver brown bag lunch with our bankruptcy judges and two guest speakers: James T. Burghardt (Moye White LLP) and Curt Todd (Law Office of Curt Todd, LLC). In addition to current matters before the court, the guest panel will address bankruptcy mediation issues. Please attend to share your ideas, suggestions, questions, issues and concerns, as the judges are seeking input from the bar. This brown bag event will be held at the United States Bankruptcy Court for the District of Colorado, Room 183, 721 19th Street, Denver CO 80202. There is no cost for this program.
Bankruptcy Subsection Co-Chairs. Matthew Faga (Markus Williams Young & Zimmermann LLC) and Mark Larson (Allen Vellone Wolf Helfrich & Factor, P.C.) are the co-chairs of the Bankruptcy Subsection (July 2015 – June 2017). If you have ideas for future subsection events or CLEs, please contact Matt at email@example.com or Mark at firstname.lastname@example.org.
Financial Institutions Subsection
Banks and Forgeries: Fundamentals of Forensic Document Examination – Wednesday, May 24, 2017 - Noon - 1 p.m. (option to purchase lunch)
Your presenter, Mark Songer, D-ABFC, CFC, Forensic Document Examiner, will provide you with the fundamentals of forensic document examinations and the document examiner’s capabilities and limitations. His discussion will include information as to the number of fraudulent items presented to banks for payment; how banks in general review items drawn on customer accounts for forgeries and new methods financial institutions are using to detect fraudulent items.
Register now so that you and your banking clients know how to better identify forged documents, to present documentary evidence of forgeries, including in a court of law, and to examine forensic expert witnesses and other potential witnesses.
Cost is $29 for CBA Business Law Section and Financial Institutions Subsection members! The program will be held at the Colorado CLE Classroom, 1900 Grant Street, Suite 300, Denver. This program is offered for 1 general CLE credit. Click here for more information or to register.
International Transactions Subsection
Cross Border Data Transfers: Be Compliant with the GDPR – Tuesday, May 9, 2017 – Noon - 1 p.m.
Speaker: Jennifer Mullins, General Counsel, SafeGuard World International
Attend this program to prepare yourself and your clients for new requirements regarding data transfers from the European Union to the U.S. Gain insights on how to comply with and how to manage commercial and technological risks under the European Union’s General Data Protection Regulation (GDPR), effective May 25, 2018. Make certain your data transfers comply with some of the most stringent data protection laws in the world, and protect yourself from significant fines.
Cost is $29 for CBA Business Law Section and Financial Institutions Subsection members! The program will be held at the Colorado CLE Classroom, 1900 Grant Street, Suite 300, Denver. This program is offered for 1 general CLE credit. Click here for more information or to register.
M&A Tax Issues: Recent Federal Income Tax Developments – Tuesday, May 2, 2017 – 8 - 9 a.m.
Speaker: Erik R. Edwards, Esq., Polsinelli
Learn the most recent federal income tax developments related to business acquisitions, consolidations and separations. Highlights include Section 336(e) elections for qualified stock dispositions, break-up fees, Section 355 spin-offs, and purchase price allocations. Attend and get up to speed on tax developments from your presenter who has both tax expertise and an entrepreneurial background. Navigate pertinent areas of the federal income tax thicket with an expert, and be prepared for your next M&A transaction!
Special price for CBA Business Law Section and Mergers and Acquisitions Subsection members! The program will be held at the Colorado CLE Classroom, 1900 Grant Street, Suite 300, Denver. This program is offered for 1 general CLE credit. Click here for more information or to register.
The Financial Institutions, International Transactions and M&A Subsections will take a summer break from their CLE series. There are no programs in June, July and August.
Upcoming Colorado CLE Programs
From the Colorado Bar Association
49th Annual Rocky Mountain Securities Conference – Friday, May 5, 2017 - Denver Marriott City Center
Co-sponsored by the U.S. Securities and Exchange Commission, the CBA Business Law Section, and the Colorado Society of Certified Public Accountants
You would have to travel to Washington DC or New York and pay thousands of dollars to find a conference that offers as much as this. This conference is a fraction of the cost. Reserve your place and be part of this very special event right here in Denver! Register today – seating is limited!
- What’s Ahead for Regulation and the SEC?
- SEC Enforcement — Current Priorities and Litigation Update
- Regulated Entities — Industry Developments and SEC’s National Examination
- Corporation Finance: Policy Update and Regulatory Agenda
- Professionalism in the Securities Industry: Liability of Gatekeepers
- Investment Advisers and Private Funds
- Current Considerations for Corporate Transactions
- Current Trends in Securities and White Collar Defense
- General Counsel Viewpoints
- Accounting and Audit Issues: Hot Topics and Important Updates
- Ethical Issues for Securities Industry Professionals
There is a discount for CBA Business Law Section members! The program will be held at the Denver Marriott City Center, 1701 California Street, Denver. Click here for more information or to register.
26th Annual Institute on Advising Nonprofit Organizations 2017 – Thursday, May 11, 2017 – 9 a.m. – 4:10 p.m.
Co-sponsored by the CBA Business and Taxation Law Sections, the Colorado Nonprofit Association, and the Colorado Society of Association Executives
Reserve your seat now for a better understanding of:
- Issues confronting today’s advisors and leaders of nonprofit organizations.
- Potential solutions and strategies for today’s nonprofit organization to properly structure fiscal sponsorships, to protect itself from civil liability and fraud, to engage in electronic governance, to address issues unique to member organizations, and to assess the risk of accepting financial support from the cannabis industry.
- Best practices and pitfalls when counseling your nonprofit organization clients and leading your nonprofit organization.
There is a discount for CBA Business Law Section members! The program will be held at the Colorado CLE Classroom, 1900 Grant Street, Suite 300, Denver. This program is offered for 6 general CLE credits. Click here for more information or to register.
Protecting Fiduciaries and Clients from Investment Fraud – Friday, May 12, 2017
A good financial advisor/client relationship is invaluable. Most advisors treat their clients fairly. They provide solid advice that leads to good returns, and they are rewarded with referrals from satisfied clients. But too often fiduciaries and clients are victims of fraud and abuse.
Preventing fraud before it happens is the best strategy. Arm yourself with the best information by attending this program! Find out about a trustee’s duty to delegate the investment function prudently, and get real-life examples of investment fraud and exploitation. Learn how best to vet your financial advisor, and finally discover their compensation system.
There is a discount for CBA Business Law Section members! The program will be held at the Colorado CLE Classroom, 1900 Grant Street, Suite 300, Denver. This program is offered for 7 general CLE credits. Click here for more information or to register.
Save the Dates for the 2017 Business Law Institute
September 13-14, 2017
Grand Hyatt Hotel, Denver
Registration info to come soon!
Business Law CLE Homestudies
Why Are Banks Reluctant to Touch Cannabis Cash?
Advertising Law 2016: What Advertisers and the Lawyers Who Advise Them Need to Know
Business Contracts – The Fundamentals
Limited Liability Companies in Colorado
CLE 2017 Cannabis Symposium
Ethical Issues for Attorneys Serving on Nonprofit Boards
Bankruptcy Case Law Update
Check out the complete catalog of CLE Homestudies – search by practice area or credits!
Colorado CLE Books
Practitioner's Guide to CO Business Organizations, Second Edition, includes the 2016 Supplement!
Managing Editors: Allen Rozansky and Lee Reichert
The Guide begins with basic topics that a Colorado practitioner should consider in the choice-of-entity process. The book then presents detailed discussions of the numerous types of Colorado entities. Finally, chapters from authors from a wide range of practice areas and expertise address the various aspects of their practice areas that relate to Colorado business organizations. Read more.
Review our complete catalog of business law books.
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