Here is a summary of three Acts passed by the Colorado Legislature in the 2016 Session which further improves the business entity climate in Colorado. These statutory revisions: (1) correct problems and clarify the impact of UCC Article 9 on transfer restrictions on entity ownership interests; (2) update the Colorado's LLC and Partnership statutes; and (3) allow filings with the SOS to revoke filings made in error.

H.B. 16-1270, signed by Governor Hickenlooper in April, makes the Colorado Uniform Commercial Code (“UCC”) consistent with the Colorado Corporations and Associations Act (“CCAA”) by specifying that some of the UCC’s provisions regarding security interests do not apply to the CCCA. These new changes correct some problems created by the 2006 changes to the CCCA dealing with transfer restrictions of entity ownership interests.

Current Status and the 2001, 2006 UCC Changes

Colorado's entity statutes provide a great deal of flexibility for customizing owner agreements to special situations and allowing business owners to choose the partners with whom they want to do business.

When UCC Article 9 was substantially rewritten (effective July 1, 2001), many of the changes were intended to make it easier for a debtor to borrow against the value of the debtor's assets by allowing security interests to be created in types of collateral in which a security interest could not have been created under earlier law. New Sections 4-9-406 and 4-9-408 provided that a debtor could grant a security interest in various kinds of contract rights, even if the contract specifically stated that the contract rights could not be transferred or subjected to a security interest without the approval of other parties to the contract. The definition of "contract rights" was expansive enough to include the debtor’s ownership interests in LLCs and partnerships.

The changes in UCC Article 9 were of particular concern to lawyers who represent small businesses, many of which were owned as partnerships, limited liability companies or closely held corporations. These lawyers, and their clients, believed in the concept of "pick your partner", meaning that the owners of these businesses had a right to control who could or could not become a fellow owner. For this reason, partnership and LLC agreements, and similar agreements among shareholders in closely held corporations, typically provide that the interest of any owner cannot be transferred without the approval of all or most of the other owners. If a secured party could foreclose on an ownership interest and become the new owner of the interest, without consent from the other owners, this could inject a new owner into the business in violation of the "pick your partner" principle. (For a more detailed discussion of the "Pick Your Partner" principle, see Lidstone, Herrick K. and Sparkman, Allen, Pick Your Partner versus the United States Bankruptcy Code, 46 Texas Journal of Business Law, No. 2 at 23 (Fall 2015).

To address these concerns, on the recommendation of the CBA, CRS 7-90-104 was adopted in 2006. This section states that §§ 4-9-406 and 4-9-408 are entirely inapplicable to the interests of owners in partnerships, limited liability companies and corporations, as well as various other entities. Since 2006, people have recognized that § 7-90-104 has several problems:
   1. Section 7-90-104 applies to all ownership interests in the types of entities in question, even if the applicable agreements do not restrict transfer, or even if any required consents to transfer have been given.
   2. Furthermore, §§ 4-9-406 and 4-9-408 contained other provisions that benefit both debtors and secured parties. Section 7-90-104 makes those beneficial provisions inapplicable at the same time it invalidates the provisions that would override restrictions on transfer.
   3. Section 7-90-104 in effect modifies part of the UCC, which is a uniform act that is often referred to by people who are not familiar with other Colorado statutes, but there is nothing in the affected sections of the UCC to warn readers that another statute has overridden the UCC.

2016 Changes: Problems Corrected

These problems have been the subject of several attempted fixes by the CBA in years past which, because of other issues (timing, resources) never made it to the General Assembly. H.B. 16-1270 addresses all of these problems:
   1. It modifies § 4-9-406 and § 4-9-408 to specify that the "overriding of contractual transfer restrictions" language in those sections does not apply to the interests of owners in the types of entities covered by § 7-90-104. Thus, the main objective of § 7-90-104 is preserved - restrictions on transfer of ownership interests are still enforceable.
   2. It also modifies § 7-90-104 so that, instead of negating all provisions of § 4-9-406 and § 4-9-408, it will (going forward) negate only the provisions that might otherwise override restrictions on transfer of ownership interests.

As a result, the UCC language is now consistent with the "pick your partner" principle set forth in the CCAA, and the other provisions of the UCC which may be helpful are preserved.

Updates to Colorado Limited Liability Company Act and the Partnership Laws

H.B. 16-1329-Concerning laws governing limited liability companies

H.B. 16-1333-Concerning laws governing partnerships

H.B. 16-1329 and H.B. 1333 are companion bills, awaiting Governor Hickenlooper's signature, intended to update several aspects of the Colorado Limited Liability Company Act (§ 7-80-101 et seq.) [H.B. 16-1329], the Colorado Uniform Limited Partnership Act (§ 7-62-101 et seq.) and the Colorado Uniform Partnership Act (§ 7-64-101 et seq.) [H.B. 16-1333].

Statutes of Frauds - LLC Act, CUPA and CULPA

Perhaps the most important aspects of the bills are that they resolve a potential confusion should a litigant claim that Colorado's statutes of frauds invalidate an oral operating agreement or partnership agreement.

Thus, the operating agreement of a Colorado LLC or the partnership agreement under CUPA or CULPA may be oral – in whole or in part. These statutory provisions are inconsistent with the statute of frauds. There are several versions of the statute of frauds in Colorado, but the two most likely to be applicable to LLCs and partnerships are found in:

 C.R.S. § 38-10-112(1): Except for contracts for the sale of goods which are governed by section 4-2-201, C.R.S., and lease contracts which are governed by § 4-2.5-201, in the following cases every agreement shall be void, unless such agreement or some note or memorandum thereof is in writing and subscribed by the party charged therewith:

Both H.B. 1329 (for the LLC Act) and H.B. 1333 (for CUPA and CULPA) provide that the statute of frauds does not apply to invalidate operating agreements or partnership agreements which may be oral in whole or in part. This does not change the burden of proof if the agreement is oral, but it permits the parties to proceed to prove the substance of an oral operating agreement or partnership agreement. As a result, the LLC Act (in § 7-80-108(5)), (with similar provisions added to CUPA in § 7-64-103(3) and CULPA, in § 7-62-110) now provide:

An operating agreement is not subject to any statute of frauds, including section 38-10-112, C.R.S., regarding void agreements, but not including any requirement under this article [80] that a particular action or provision be reflected in a writing.

While this may seem obvious and unnecessary in light of the statutory language, the CBA Business Law Section drafting committee believed this to be appropriate as a result of the decision by the Delaware Chancery Court in Olson v. Halvorsen, 986 A.2d 1150 (Del. 2009) which applied the statute of frauds to an unwritten operating agreement under the Delaware LLC Act. The goal was to avoid that issue in Colorado. There is no argument that the burden of proof for an oral agreement is high, but the inapplicability of the statute of frauds to the LLC operating agreement at least allows the parties to argue about the substance of the dispute - whether there is an agreement, rather than using the statute of frauds to avoid that argument. Of course, no lawyer would recommend that any client proceed with an oral operating agreement or any other agreement without a writing.

Compensation While Winding Up - LLC Act

H.B. 16-1329 is also intended to bring the LLC Act into consistency with partnership laws regarding remuneration to be paid to members of an LLC who are involved in the winding up of an LLC’s affairs. CUPA, § 7-64-401(8), provides that "[a] partner is not entitled to remuneration for services performed for the partnership except for reasonable compensation for services rendered in winding up the business of the partnership." CUPL provides similarly in § 7-60-118(1)(f). Until H.B. 16-1329, there was no similar provision in the Colorado LLC Act.

This issue came before the Colorado courts in the case of LaFond v. Sweeney, 343 P.3d 939 (Colo. 2015). There the Colorado Supreme Court noted the difference between the provisions in CUPA and CUPL permitting reasonable compensation to partners in the winding up process, and the LLC Act with no comparable provision. In LaFond, a lawyer left a two-person law firm, taking a contingency fee case with him. The lawyer successfully pursued the case to completion and earned a sizeable contingent fee. The law firm had been organized as an LLC, but did not have an operating agreement or any other writing addressing the dissolution of the law firm or the "unfinished business doctrine." (For a more detailed discussion of the unfinished business doctrine in the context of lawyers leaving law firms, see Lidstone, Herrick K., Issues in Partner Migration and Law Firm Dissolution.

As a result, the Court held that the departing member of the law firm completed the contingency fee case for the benefit of the LLC in the winding up process and was obligated to share 50% of the fees earned with his former 50% fellow member – with no reduction for compensation to the member performing the work due to the large number of hours involved. Whether that is a fair result is debatable, but the Court’s reasoning was consistent with the statute. In the partnership context, the departing lawyer would have been entitled to compensation, although still with the obligation to account for all benefits to the partnership.

As a result of the enactment of H.B. 1329, the LLC Act provides in C.R.S. § 7-80-404(6) that, unless the operating agreement provides otherwise:

A member is not entitled to remuneration for services performed for the limited liability company except for reasonable compensation for services rendered in winding up the business of the limited liability company.

Placing this language in § 7-80-404 is consistent with its treatment in the partnership laws where the similar provisions are found in CUPL, § 7-60-118(1)(f) (in a section entitled "Rights and Duties of Partners") and in CUPA, § 7-64-401(8) (in a section entitled "Partner's Rights and Duties").

Is A Contribution a Prerequisite To Becoming A Member? - LLC Act

H.B. 16-1329 is also intended to clear up an inconsistency in the LLC Act, where the contribution may not be a "prerequisite" to becoming a member, such as a promise to perform future services. The original provision was not consistent with the LLC Act's direction to give "maximum effect to the principle of freedom of contract and to the enforceability of operating agreements" (C.R.S. § 7-80-108(4)). As a result, the agreement of the parties will control.

Veil Piercing

Finally, H.B. 16-1329 is also intended to address the effects of some judicial decisions in Colorado and elsewhere which imply or state that they are disregarding the limited liability veil of an LLC and holding the single member liable simply because the single member LLC is treated as a "disregarded entity" for federal tax purposes. See Martin v. Freeman, 272 P.3d 1182 (Colo. App. 2012) which found liability where the sole member was also the entity's manager - a situation which "facilitated misuse"; in Greenhunter Energy, Inc. v. Western EcoSystems Technology, Inc., 2014 WL 5794332 at *16-17 (Wyo. Nov. 7, 2014), the Wyoming Supreme Court allowed piercing the veil of a single member LLC because (among other reasons), the district court "considered Appellant's tax filings as one of many relevant pieces of evidence demonstrating that Appellant directed benefits from the LLC to itself, while at the same time it concentrated wind farm project debts it decided would not be paid in the LLC." A number of states, including Delaware, have adopted similar provisions to clarify this judicial misunderstanding.

Limited Partnership Default Rule - CULPA

When CULPA was adopted in 1981, CUPL (adopted in 1931) was the only general partnership law in Colorado. When CUPA was adopted (effective January 1, 1998), we failed to make the amendment necessary to make CUPA the default general partnership law when considering limited partnerships formed under CULPA. As a result of H.B. 16-1333 and the resulting amendments to C.R.S. § 7-62-1104:

• Any CULPA limited partnership formed after the effective date of the bill will look to CUPA "to the extent applicable in any case not otherwise provided for in" CULPA.

• Any CULPA limited partnership formed before the effective date will look to CUPL for the determination of matters not otherwise provided for in CULPA unless the CULPA limited partnership made the affirmative election to look to CUPA and corrected a cross-reference in CUPL, C.R.S. § 7-60-144.5.

No change was made to CULPL since limited partnerships can no longer be formed under CULPL (although an existing CULPL limited partnership can elect to be governed by CUPA as provided in § 7-61-129).

H.B. 16-1330, also awaiting the Governor's signature, amends the CCAA to permit persons who file documents in error to revoke the filing through the filing of a statement of correction.

The Secretary of State's simple, online filing system leads some to file documents without properly thinking through the consequences. This may include a conversion from a corporation to an LLC (which may have disastrous tax consequences), a name change, or even a dissolution. In one case, in December 2015, articles of dissolution were filed for a company; then in February 2016, the company filed a statement of correction with the Colorado Secretary of State's office which said:

Articles of dissolution were filed in error. Please correct to keep company current. Please revoke articles of dissolution. (See, e.g., filings made for Pincus Holding Company, Sec. of St. ID 20141040178)

The Secretary of State's office “undid” the dissolution and placed the company back into good standing. In reviewing § 7-90-305 (Correcting Filed Documents) one can question whether that was the correct result. Section 305 only permits a statement of correction:

• To correct a filed document when the document contains information that was incorrect at the time the document was delivered to the secretary of state (C.R.S. § 7-90-305(1)(a)); or

• To revoke a filed document when the document reflects a delayed filing date. (C.R.S. § 7-90-305(1)(b), incorporating C.R.S. § 7-90-304(3)).

The statute provided no mechanism for a person to revoke a filing in its entirety made with the Secretary of State’s office when the document was filed in error unless the document stated a delayed effective date that has not yet taken effect. That is usually not the case. As amended, § 7-90-305(1)(b) provides that a statement of correction may:

"Revoke a filed document pursuant to section 7-90-304(3) or revoke a filed document that was delivered to the secretary of state for filing in error" provided that the statement of correction includes some specific information as described in § 7-90-305(2)(e).

The statement of correction is effective as of the date the original, erroneous document was filed except to the extent that any person relied on the original document. In that case, the statement of correction is effective as of the filing date. (C.R.S. § 7-90-305(4), as amended.)

Historical Background
The arrival of the Iranian Islamic Revolution in 1979 created a significant conflict between the United States and Iran. Over the past four decades there have been periods when the two countries have been completely estranged and other times when potential openings existed. During the past five or six years, the United States has had cooperation from the international community, i.e., the United Nations, to implement strong multilateral sanctions against Iran to cause Iran to back away from efforts to develop nuclear weapons. The United States has also imposed significant fines and penalties against foreign banks and exporters which have violated US re-export controls and OFAC transactions controls.

In 2015, the multilateral pressure against Iran caused Iran to finally negotiate an agreement with the US and other leading nations under which Iran agrees to never seek nuclear weapons and to eliminate its nuclear weapons-related infrastructure and allow outside observers around the clock access to assure compliance. The undertaking between Iran, the European Union and six other nations (US, UK, France, China, Russia and Germany, collectively the "P5+1") is known as the Joint Comprehensive Plan of Action ("JCPOA"). In exchange for Iran's commitments, export sanctions that were crippling Iran's economy were relaxed by other countries, and the United States agreed to remove its secondary sanctions, which it had applied against third countries to discourage business with Iran.

The United States has not removed other non-nuclear proliferation export controls and sanctions which apply to Iran because of its ballistic missile program, support for international terrorism, and Iran's interference with and destabilization of other countries in the Middle East. Iran and the United States are not about to reopen trade relations broadly but other countries, including some of the closest allies of the United States, are poised to expand their trade with Iran. The United States, however, will only allow US persons to engage in trade with Iran in only very limited categories, as described below.

Overview of Significant US Sanctions Against Iran

In 1970, the UN Non-Proliferation Treaty (NPT) entered into force. NPT signatories agreed to disarmament and non-proliferation in exchange for the right to use peaceful nuclear technology. Iran is an NPT signatory and has been subject to sanctions by the United Nations Security Council for its failure to meet its nuclear obligations under the NPT. On October 28, 1977, the US enacted the International Emergency Economic Powers Act (IEEPA), which authorized the President to regulate commerce after declaring “any unusual and extraordinary threat, which has its source in whole or substantial part outside the United States, to the national security, foreign policy, or economy of the United States..." IEEPA § 17(a). Since 1977, various executive orders have been enacted under the IEEPA imposing sanctions against Iran due to activities threatening US national security and foreign policy.

The US has pursued enforcement actions against various entities found in violation of US sanctions against Iran. The most significant of these actions have been against European banks that violate the Iranian Transactions and Sanctions Regulations under 31 C.F.R. Part 560. The largest settlement to date was entered into on June 30, 2014, BNP Paribas SA agreed to pay $963,619,900 to settle potential civil liability associated with allegations that it “processed thousands of transactions to or through US financial institutions that involved countries, entities, and/or individuals subject to the sanctions programs” administered by OFAC.

The Joint Comprehensive Plan of Action (JCPOA)

On January 16, 2016 ("Implementation Day"), the International Atomic Energy Agency ("IAEA") confirmed that Iran had met its initial obligations under the JCPOA, triggering sanctions relief. The IAEA will continue to monitor Iran's nuclear program to ensure compliance with the JCPOA.

Changes to US Sanctions under the JCPOA

The vast majority of sanctions relief under the JCPOA affects only non-US persons. US sanctions against Iran consist of three major components: a primary embargo, secondary/extraterritorial sanctions, and sanctions against specific Iranian persons, entities, vessels, and aircraft identified on the Specially Designated Nationals (SDNs) List, Foreign Sanctions Evaders (FSEs) List, or Non-SDN Iranian Sanctions Act List (the "NS-ISA List"). The primary embargo against Iran remains in place, meaning that US persons are still prohibited from engaging in transactions with the Government of Iran or Iranian financial institutions. US persons also continue to be prohibited from engaging in transactions with Iranian nationals and individuals and entities located in Iran. Other major components of the US embargo and sanctions remain in place after Implementation Day: the primary embargo as applied to clearing US dollars, US export controls for all US-origin goods and technology anywhere in the world, and US statutory sanctions focused on Iran's support for terrorism, human rights abuses, and missile activities will remain in effect and will continue to be enforced. Under the JCPOA, the US has agreed to certain minor changes to the primary embargo against Iran, including: (1) a favorable licensing policy for the sale of commercial passenger aircraft and related parts and services to Iran; (2) allowing for the import of Iranian carpets and certain foodstuffs, including pistachios and caviar; and (3) implementing General License H, as further described below.

The sanctions relief under the JCPOA is primarily focused on US secondary/extraterritorial sanctions against Iran. Under the JCPOA, the US has ceased application of all nuclear-related extraterritorial sanctions as applied to non-US persons outside of the United States in the following Iranian sector: (1) financial and banking; (2) energy/extractive; (3) petroleum/petrochemical; (4) gold and precious metals; (5) raw and semi-finished metals; (6) automotive; (7) shipping and port; (8) insurance; and certain other sectors. The US continues to maintain the SDN List, FSE list and NS-ISA List, but has agreed to the removal of certain individuals and entities from these lists, including the Government of Iran and Iranian financial institutions. These changes mean that non-US persons are no longer subject to secondary sanctions because of dealings with newly delisted individuals and entities.

Current US Opportunities

Ag/Med Program

Under the Trade Sanctions Reform and Export Enhancement Act of 2000 (TSRA) and the Iranian Transactions and Sanctions Regulations ("ITSR"), US persons can apply for OFAC specific licenses for the export of agricultural commodities, medicine, and medical devices to Iran. In addition, certain export activities relating to agricultural commodities, medicine and medical devices are authorized under several OFAC general licenses.

General License H

Pursuant to its commitment under the JCPOA to license non-US entities owned or controlled by a US person to engage in activities with Iran that are consistent with the JCPOA, the US has issued General License H ("GL H"). Under GL H, "an entity owned or controlled by a United States person and established or maintained outside the United States (a "US-owned or -controlled foreign entity") is authorized to engage in transactions, directly or indirectly, with the Government of Iran or any person subject to the jurisdiction of the Government of Iran that would otherwise be prohibited by 31 C.F.R. § 560.215." According to OFAC's FAQs, under GL H, US persons "may be involved in the initial determination to engage in activities with Iran authorized by GL H, as well as the establishment or alteration of the necessary policies and procedures." However, GL H does not authorize US persons’ ongoing involvement in foreign entities' Iran-related operations. US persons cannot be involved "in the Iran-related day-to-day operations of a US-owned or -controlled foreign entity, including by approving, financing, facilitating, or guaranteeing any Iran-related transaction by the foreign entity."

GL H remains a significant gray area of the Iranian sanctions program. In particular, it is unclear whether funds obtained from the US-owned or -controlled foreign entity can be distributed to the US parent entity. According to GL H and OFAC's FAQs, "any transfer of funds to, from, or through the US financial system" by a US-owned or –controlled foreign entity engaged in activities in Iran is prohibited. At this time, there is insufficient guidance from OFAC regarding this issue.

Conclusion

While the JCPOA represents a significant step in US-Iranian diplomatic relations, the practical effect on trade between the US and Iran is very limited. In general, US persons remain prohibited from trading with Iran, with limited exceptions. The sanctions relief under the JCPOA primarily affects non-US companies doing business with Iran.

Business Law Section Activities

The Cathy Stricklin Krendl Lifetime Achievement Award was created to recognize a lawyer who, over an extended period of time, has manifested intellectual and professional excellence in the practice of or scholarship on Colorado business law; the recipient’s generosity of spirit as reflected in the recipient’s participation in and contribution to the advancement of Colorado business law; the recipient’s efforts to enhance the general quality of business law practice by Colorado lawyers; and the recipient’s devotion to the principles of legal professionalism.

The Executive Council of the Colorado Bar Association Business Law Section requests your nominations.

Please send your email by June 10, 2016, to Brent Coan at [email protected]. Nominations submitted after June 10, 2016, will not be considered.

• Your email should include:
• Name of Nominee
• Nominee's Contact Information
• Nominator's Name
• Nominator's Contact Information
• A statement regarding your nominee's contributions and qualifications for the Award

You will soon receive your dues renewal statement, and I want to encourage you to sign up for subsection membership if you have not done so already. The subsections of the Business Law Section provide timely information on specialized areas under the greater "business law" umbrella and are an invaluable source for lunch-and-learns, CLEs, and opportunities to get together with colleagues. You may sign up for as many subsections as you like for no charge.

Our current subsections are: Antitrust, Bankruptcy, E-Commerce, Financial Institutions, Franchise, International Transactions, Mergers & Acquisitions, New Lawyers, Non-Profit Entities, Privately Held Business, and Securities.

Please see the Business Law Section page of the Colorado Bar Association's website for more information on subsections.

Woodman's Food Market, Inc. v. Clorox Co. - Renewed Focus on the Robinson-Patman Act (Price Discrimination) - Tuesday, June 7, 2016 - Noon - 1:30 p.m.

One of the most complex (and confusing) statutes within the federal antitrust statutory scheme, the Robinson-Patman Act (the price discrimination statute) has largely been off the litigation radar over the past twenty years.  However, a fascinating civil action currently on appeal to the Seventh Circuit from the Western District Court of Wisconsin highlights renewed interest in this (almost) forgotten area of law.  At issue is the proper application of (and distinctions between) Sections 2(a), 2(d) and 2(e) of the Robinson-Patman Act, pertaining to the proper characterization of sales, discounts, promotional services, slotting, trade allowances, product packaging, and any applicable defenses.

The program will be held at the CBA-CLE Classroom, 1900 Grant Street, 9th Floor, Denver.  This program is offered for 1 general CLE credit.

The cost for CBA Antitrust members is $15.00 for a box lunch and $10.00 without lunch.  The cost for non-Antitrust Law members is $20.00 for a box lunch and $15.00 without lunch.  Please specify if you would like a vegetarian lunch. You can also attend by teleconference for $10.00. Students are welcome to attend the program, free of charge. Please RSVP to (303) 860-1115 x727 or email [email protected] or online at http://www.cobar.org/cle/.

Please be sure you are logged in to the website prior to registering online. Reservations must be received by noon on Monday, June 6, 2016. Any cancellations received after noon that day will be charged for the cost of the program.

Denver Bankruptcy Bar Brown Bag CLE - Wednesday, June 1, 2016 - Noon - 1 p.m.

Co-Sponsored by the CBA Bankruptcy Subsection and the U.S. Bankruptcy Court for the District of Colorado

The program is a Denver brown bag lunch with our bankruptcy judges. In addition to current matters before the court, the judges will address their consideration of a Conduit Mortgage system and Wage Assignment system in Chapter 13 cases. Please attend to share your ideas, suggestions, questions, issues and concerns on this issue, 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.  

For more information on the event, please contact Matthew Faga ([email protected]). There is no cost for this program. Please RSVP to (303) 860-1115 x727 or email: [email protected].

Colorado Springs Bankruptcy Bar Brown Bag CLE - Friday, June 3, 2016 - Noon - 1:00 p.m.

The CBA Bankruptcy Subsection is sponsoring a Colorado Springs brown bag lunch with Judge Tallman and Judge McNamara for practicing Colorado Springs bankruptcy attorneys. Some of the topics the judges will address include Chapter 13 issues including consideration of a Conduit Mortgage system and Wage Assignment system, current and potential local rules changes, general clerk's office/administrative updates, and other recent case law developments. Please attend to share your ideas, suggestions, questions, issues and concerns on case management, court procedures, and general practice matters.

This brown bag event will be held at the Federal Courthouse, Courtroom 101, 212 North Wahsatch Avenue, Colorado Springs, 80903.

For more information on the event, please contact Matthew Faga.  There is no cost for this program.  Please RSVP to (303) 860-1115 x727 or email: [email protected].

Bankruptcy Subsection Co-Chairs.  Matthew Faga (Law Clerk to the Honorable Michael E. Romero) and Mark Larson (Allen & Vellone, 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 protected] or Mark at [email protected].

These subsections will take a summer break from their CLE series. There are no programs in June, July and August.

Please mark September 15-16 on your calendar for the Business Law Institute. See the Upcoming CBA-CLE Programs section of this newsletter for more information.

14th Annual Rocky Mountain Intellectual Property & Technology Institute - Thursday & Friday, June 2-3, 2016

The 2016 Rocky Mountain IP & Technology Law Institute is invaluable for corporate counsel, business law and general practice attorneys. Four simultaneous tracks of sessions, led by practice and thought leaders nationwide, will examine how IP, tech, and transactional law have changed and may impact the advice you give clients about protecting their innovations, commercializing those innovations through licensing, or funding or selling their enterprises. Find out how to counsel your clients about doing business in China and India, plus get the latest developments in privacy and data security. In addition, there are sessions on financing tech startups and a review of IP and commercialization issues in the marijuana industry.

The 2016 Primer is designed to introduce practitioners to more general aspects of the laws governing the formation and operation of nonprofit organizations, obtaining and retaining tax-exempt status, taxation of unrelated business income, the distinctions between nonprofit entities, and operational issues for tax-exempt organizations.

The program will be held at the Westin Westminster hotel, 10600 Westminster Blvd., Westminster, CO 80020. This program is offered for 15 general CLE credits including 2 ethics. Click here for more information or to register

Private Placements, the Internet, and Securities Law For the General Practitioner - Thursday, June 23, 2016 - 8:30 a.m. - 4:10 p.m

PROGRAM TOPICS INCLUDE:

• Overview and What is a Security?
• Conditions and Mechanics of a Private Placement
• Broker-Dealers and Finders
• Use of the Internet, Rule 506(c) and Crowdfunding
• State and Federal Enforcement
• Obligations of Counsel
• Securities Regulation and the Marijuana Business

Each attendee receives a copy of the 2016 Edition of the Securities Law Deskbook, For Business Lawyers, Public Accountants, and Corporate Management, by Herrick K. Lidstone, Jr.

Book description: This is a practical reference guide to securities law, in one convenient volume. With 17 chapters and hundreds of citations to securities rules, statutes, and cases, it is an essential tool for researching securities regulation, litigation, compliance issues, and much more. If you can't attend the class, you can order the book (available early June - pre-order now!)

The program will be held at the CBA-CLE Classroom, 1900 Grant Street, Suite 300, Denver. This program is offered for 7 general CLE credits, including 1 ethics. Click here for more information or to register.

Adobe Acrobat Pro for Lawyers - with David Masters - Thursday, June 30, 2016 - 9 a.m. - Noon

PROGRAM TOPICS INCLUDE:

• Adding Pages, Deleting Pages, and More
• Annotation Tools
• Bates Numbering
• Bookmarking
• Combining Files
• Customizing the Acrobat Pro Interface
• Document Security
• Headers and Footers
• Redaction
• Splitting Files

The program will be held at the CBA-CLE Classroom, 1900 Grant Street, Suite 300, Denver. This program is offered for 4 general CLE credits. Click here for a complete list of faculty, more information, or to register.

2016 BLI Institute Topics and Highlights:

Your business law practice is affected by new developments and trends in case law, legislation, rules and regulations-get the latest updates at the "don't miss" business law event of the year. This intense learning experience provides not only increased knowledge and comprehensive course materials, but new tools and resources for advising clients.

Plenary Sessions include:

• New Developments in Case Law and Business Law Legislation
• Update from the Secretary of State's Office
• Attorney for the Organization: Legal and Ethical Issues
• Panel Presentation: The Life and Death of an LLC

Breakout Session Topics:

• AgriFinance Pitfalls and Traps
• Corporate Concepts and Other Potential Missteps in LLC Agreements
• Employment Law Myths and Realities
• Employment Law Update: Significant Developments and Trends
  
• Ethical Dilemmas: Intersection of Business Lawyers and the Cannabis Industry
  
• Ethics: The Boundaries of Negotiation Ethics for the Business Lawyer
  
• Intellectual Property Pitfalls in International Transactions
  
• NEW Banking Regulations Changing the Escrow Agreement World for M&A Transactions
  
• Potential Liability of Companies for Patent Infringement by their Vendors, Contractors and Customers after Akamai
  
• Practice Tips, Trends, and Developments for External Counsel Representing Businesses
  
• Purchasing Assets Out of Bankruptcy (with an Emphasis on Oil and Gas Properties)
  
• Representing Distressed Companies
• Social Enterprises
• The Ins and Outs of Financial Covenants in Loan Agreements
• The License as an Inadvertent Franchise
• Top Antitrust Cases and Trends in 2016
• Top Cross Border Legal Issues
• Understanding Employee Incentives and Perks
• What Business Lawyers Need to Know When Advising Their Business Clients About Data Breaches
• Who is Your Beneficial Owner? Implications of FinCEN's Customer Due Diligence Rule on Financial Institutions and Beyond

Registration Information to come Soon!

Advising Entrepreneurs

Bankruptcy Case Law Update

Drones: A UAS Primer for Lawyers

How to Understand and Analyze Financial Statements: What Lawyers Need to Know

48th Annual Rocky Mountain Securities Conference

How to Draft a Bad Contract

Check out the complete catalog of CLE Homestudies - search by practice area or credits!

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