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Feb. 2012

February 2012
From the Colorado Bar Association
Business Law Section

Ed Naylor, Editor
In this Issue:
  • Another Colorado Veil Piercing Case
  • The SEC Adopts New Rules Updating the Accredited Investor Standard
  • Business Law Section Activities
  • CBA-CLE Programs
The Colorado Uniform Limited Cooperative Association Act (ULCAA)
By James B. Dean and other members of the Colorado drafting committee for ULCAA

This provides a brief outline of the background and provisions of Colorado’s newly enacted Colorado Uniform Limited Cooperative Association Act. In appropriate situations, this Act can provide a very flexible type of entity through which its members can conduct operations for their mutual benefit.

General Background on ULCAA

The Uniform Limited Cooperative Association Act (ULCAA), adopted by the National Conference of Commissioners on Uniform State Laws (NCCUSL) in 2007, was adopted in Colorado, with modifications, as Senate Bill 11-191 in the 2011 Colorado General Assembly and was signed by the Governor on May 23, 2011. It is known in Colorado as the “Colorado Uniform Limited Cooperative Association Act” (Colorado ULCAA). It will be codified as Article 58 of Title 7, Colorado Revised Statutes (CRS). Colorado ULCAA is effective April 2, 2012. Versions of ULCAA have been adopted in Nebraska, Oklahoma, and Utah, and are pending in at least Vermont and Washington D.C.

References to sections of Colorado ULCAA in this discussion are to Colorado ULCAA as codified. References to specific provisions of the NCCUSL version that differ from Colorado ULCAA will be to “NCCUSL ULCAA Sec. ____.” Where there are generally common provisions or comments referenced in this discussion with respect to Colorado ULCAA and NCCUSL ULCAA, references will simply be to “ULCAA.”

What is unique about ULCAA?

A cooperative organization is one owned by persons who join together (1) to utilize the organization to provide themselves with goods, services or other items, (2) to have democratic control over the association, (3) to provide the basic equity financing for the association, and (4) to share in the financial benefits of the organization in accordance with their respective use of the association. It is not a “not for profit” organization because its profits are returned to its members at the end of each year in cash, evidence of equity investment, rebates or in other forms. Unlike “for profit” organizations, however, traditional cooperatives do not permit outside investment from persons who would have a vote in the governance of the cooperative.

ULCAA provides for a new and unique form of cooperative organization that provides for the organization of unincorporated limited cooperative associations, or “LCAs,” that can have outside investors to be admitted as members of the organization. Many attributes of LCAs under ULCAA are similar to other forms of cooperative organizations such as those organized under Article 55 or Article 56 of Title 7, CRS.

What makes ULCAA different from other cooperative entity statutes in Colorado and elsewhere is the ability of a limited cooperative association to admit outside investors as members with voting rights and participation in the financial gains or losses from the operations of the LCA. This is a significant change from traditional cooperatives of all kinds and from the cooperative models on which much federal law related to cooperatives has been developed. To what extent federal laws relating to cooperatives will apply or be available to LCAs organized under an ULCAA-type state statute will only be determined as LCAs come into wider use. These federal laws include, among many others, cooperative provisions in the Internal Revenue Code and limited exemptions from federal antitrust laws for agricultural cooperatives.

Background information for understanding Colorado ULCAA

For a good understanding of ULCAA, knowledge of cooperative organizations in general is helpful. Overviews of cooperative organizations can be found in James B. Dean and Donald A. Frederick, “Business Cooperatives: Characteristics, Opportunities and Legal Foundation,” 22 Colo. Lawyer 953 (May 1993); James B. Dean and Donald A. Frederick, “Business Cooperatives: Taxes, Finances and Other Legal Issues,” 22 Colo. Lawyer 1685 (Aug. 1993); James B. Dean, John J. Conway, and Charles F. Holum, “The New Colorado Cooperative Act: A Setting for a Business Structure,” 25 Colo. Lawyer 3 (Dec. 1996); and with respect to worker owned cooperatives, Linda D. Phillips, “Worker Cooperatives: Their Time Has Arrived,” 40 Colo. Lawyer 33 (Sept. 2011). “A comparison of Colorado cooperatives with other types of Colorado entities is found at Robert R. Keatinge et al., Choice of Entity in Colorado: An Update,” 25 Colo. Lawyer 3 (Oct. 1996).

ULCAA endeavors to balance traditional cooperative principles with the concept of having non-user investors as voting members of the cooperative organization (“investor members”) together with the traditional members who utilize the services of the cooperative (“patron members”). The Prefatory Note and Official Comments to NCCUSL ULCAA provide information on how this has been approached and how the sections of ULCAA are intended to operate. The Note and Comments can be found at the NCCUSL website ( under “Limited Cooperative Association Act.” A detailed discussion of ULCAA, including extensive references to various cooperative literature and places in ULCAA that may require interpretation by the courts, can be found in Thomas Earl Geu & James B. Dean, “The New Uniform Limited Cooperative Association Act: A Capital Idea for Principled Self-help Value Added Firms, Community-based Economic Development, and Low-profit Joint Ventures,” 44 Real Property, Trust and Estate L. J. 55 (Spring 2009).

Before one undertakes to utilize Colorado ULCAA, it is strongly recommended that some or all of these materials be examined.

Colorado ULCAA

Colorado ULCAA provides for the creation of a statutorily defined entity, the limited cooperative association or LCA, that combines traditional cooperative values with modern financing mechanisms by providing two distinct categories of members: patron members and investor members. An LCA is an unincorporated association of individuals or businesses that unite to meet their mutual interests by creating and using a jointly owned enterprise. The Act contemplates the formation of various types of limited cooperative associations, for marketing, advertising, bargaining, processing, purchasing, real estate, worker-owned cooperatives, or any other lawful purpose, but other statutes and regulations (such as those applicable to banking) may make it difficult for a LCA to be used for some purposes.

An LCA is not required to have investor members; more traditional cooperatives may use Colorado ULCAA to organize and may wish to do so to take advantage of the flexibility of ULCAA, but in doing so these cooperatives need to examine the potential effect of organizing under ULCAA rather than traditional cooperative statutes with respect to relationships to other laws that may not recognize an LCA as a “cooperative” for purposes of those laws.

Colorado ULCAA combines concepts from the Colorado Cooperative Act, for profit and non-profit corporate statutes, limited liability companies, and various types of partnerships. To preserve a foundation in cooperative principles, there are some areas of the Act that contain required provisions, but generally the Act contemplates that its organizational documents and the relationships among the members are contractual in ways similar to limited liability companies. Colorado ULCAA contains default provisions for most aspects of a limited cooperative association if the organizational documents do not provide otherwise. Some of the default provisions must be varied, if at all, in the articles of organization, Sec. 7-58-303(3). Others may be varied in the articles of organization or the bylaws, Sec. 7-58-305(3). The articles and bylaws constitute an LCA’s organizational documents.

Summary comments regarding ULCAA generally

ULCAA is a new approach to cooperatives by permitting membership to voting investors who do not patronize the cooperative. It is a lengthy and complex statute as are corporate and many partnership statutes, but just as familiarity with corporate statutes results in an ease of use, familiarity with ULCAA allows one to work within its parameters with a fair degree of ease. Colorado’s version of ULCAA has hopefully removed some ambiguities that appear to exist in NCCUSL ULCAA, but may not have eliminated all of them or may have created other ambiguities.

Colorado ULCAA can offer opportunities through its flexibility for the creation of cooperative-type entities, both with and without investor members, that can serve their members in new and innovative ways.

A portion of the preceding discussion is taken (with some alterations) from “Legislation Passed During 2011 Legislative Session,” compiled by Michael Valdez, 40 Colo. Lawyer 33 at 34 (Aug. 2011). Substantial input on the drafting of Colorado ULCAA was provided by Thomas Morris of Colorado’s Office of Legislative Legal Services. The Colorado drafting committee for ULCAA consisted of:

    James B. Dean, chair (and a reporter on NCCUSL ULCAA)
    Vanessa Becker of Holland & Hart LLP
    Peter M. Eggleston of McClure & Eggleston LLC
    Charles F. Holum
    Linda D. Phillips of Dean, Dunn & Phillips LLC
    Sarah Steinbeck of the Business Division, Colorado Secretary of State
    A. Keith Whitelaw, former Director of the Business Division, Colorado Secretary of State
    Representatives of the Cooperative Development Center at Rocky Mountain Farmers Union

Click here to read Mr. Dean’s complete article on the Colorado ULCAA, and its material differences with NCCUSL ULCAA

Piercing the Veil is Again Addressed in the Colorado Court of Appeals
By Herrick K. Lidstone, Jr., Burns, Figa & Will, P.C.

On February 2, 2012, the Colorado Court of Appeals announced Martin v. Freeman, 2012 COA 21 (Colo. App. 2012), another veil piercing decision at the trial court and Court of Appeals level. The decision appears to have been result-driven, and it raises questions in Colorado about the adequacy of an LLC to provide liability protection to its members.

Tradewinds Group, LLC was a single-member Delaware LLC. Dean C.B. Freeman was the sole member and manager. Tradewinds had contracted with Robert C. Martin to construct an airplane hangar and, in 2006, sued Martin for breaching the construction agreement. In 2007, while the litigation was still pending, Tradewinds sold its only asset – an airplane – for &300,000. The proceeds were distributed to Freeman as the single member (in a manner that the trial court had found proper under CRS §7-80-606), and Freeman paid for the ongoing litigation against Martin. Judgment in the litigation was initially entered in favor of Tradewinds (2008), but then reversed (2009) and on remand judgment in the amount of $36,645.40 in costs was entered for Martin. At the time of the judgment, Tradewinds had no remaining assets. Martin then brought suit against Freeman to pierce the LLC veil of Tradewinds and in 2010 the trial court found Freeman to be personally liable.

Relying on McCallum Family LLC v. Winger, 221 P.3d 69 (Colo. App. 2009) (which I discussed in December 2009) and Sheffield Services Co. v. Trowbridge, 211 P.3d 714 (Colo. App. 2009) (discussed in November 2009), the Court of Appeals affirmed the trial court’s finding that Freeman should be held liable for the debts of his LLC, Tradewinds. In piercing the veil, the Court of Appeals affirmed the trial court’s determination that: (i) Tradewinds was the alter ego of Freeman; (ii) the limited liability form was used to perpetrate a fraud or defeat a rightful claim; and (iii) an equitable result would be achieved by disregarding the limited liability form of Tradewinds. Note that Tradewinds was a Delaware LLC, and the Court of Appeals did not address this fact in applying CRS §7-80-606 or applying Colorado veil piercing case law.

In reaching the conclusion that Tradewinds was the alter ego of Freeman, the trial court found:

    1. Tradewinds’ assets were commingled with Freeman’s personal assets and assets of another entity he owned, Aircraft Storage, LLC, and Tradewinds’ assets (including the airplane) were used by Aircraft Storage without agreement or compensation;
    2. Tradewinds maintained negligible corporate records and inadequate records for substantive transactions, and legal formalities were disregarded; 3. The fact that a single individual served as the entity’s sole member and manager facilitated misuse;
    4. The entity was thinly capitalized;
    5. Undocumented infusions of cash were used to pay Tradewinds’ operating expenses (including the litigation expenses) without characterizing the transactions as debt or equity, or in any manner;
    6. The proceeds of the sale of Tradewinds’ only significant asset, the airplane, “were diverted from the entity to Freeman’s personal account.”
The Colorado LLC Act (applied by the trial court and the Court of Appeals) specifically provides in CRS §7-80-107(2) that the failure of an LLC to observe the formalities or requirements relating to the management of its business and affairs is not in itself a ground for imposing personal liability for the debts of the LLC on its members. Thus the complaints in paragraphs 2 and 5 above should not “alone” be relevant to the determination, although they should be considered in the total mix of information

As cited by the Court of Appeals, 2 Ribstein and Keatinge on Limited Liability Companies §12.3 concludes that veil piercing for inadequate capitalization should be less likely for LLCs than corporations, in part because of the anticipated informalities. 1 Fletcher Cyclopedia of the Law of Corporations §41.35 (also cited by the Court of Appeals) suggests that a sole shareholder should not be suspect “merely because he or she conducts business in an informal manner.” Furthermore, the LLC Act specifically contemplates single member LLCs. Thus the complaints in paragraphs 3 and 4 above should be of little weight to the determination, although considered in the total mix of information.

This leaves the complaints identified in paragraphs 1 and 6 as the principal points relevant to the determination whether Tradewinds was an alter ego of Freeman. As Judge Jones stated in his dissent, the distribution of the proceeds from Tradewinds to Freeman “occurred more than two years earlier and bore no relationship to the debt which later arose.” The Court of Appeals had already addressed a case based on issues very similar to paragraph 6 in CB Richard Ellis, Inc. v. CLGP, LLC, 251 P.3d 523 (2010). There (which I discussed in July 2010), the Court of Appeals analyzed the Colorado Uniform Fraudulent Transfer Act, CRS §§ 38-8-101 et seq. (“CUFTA”) and the distribution provisions of §7-80-606 to determine whether distributions from the LLC to its members should be reversed. The trial court determined, and the Court of Appeals affirmed, that when CLGP made the distribution to its members, it retained sufficient assets to satisfy anticipated liabilities resulting from the litigation brought by CBRE, thus satisfying the requirements of the LLC Act and not resulting in a fraudulent transfer under CUFTA.

That is the analysis the courts should have applied to paragraph 6. In this case, Tradewinds was the plaintiff in the litigation; after the time that the plane was sold and the funds were distributed to Freeman, Tradewinds actually obtained judgment against Martin which was then reversed on appeal. Thus, looking at the distribution at the time of the distribution, it should have been permissible. As in CB Richard Ellis, the fact that at some later time there proved to be insufficient funds as a result of unanticipated events should be irrelevant. Neither the trial court nor the Court of Appeals performed the necessary CUFTA analysis.

This leaves us with the justification for alter ego determination set forth by the Court of Appeals as described in paragraph 1, above, which can be characterized as commingling assets. Commingling assets is a bad business practice and, more often than not will result in a judicial determination that the entity is an alter ego of the defendant whether or not the other facts associated with the case justify the finding. This was the case in Sheffield, McCallum, and Colborne Corporation v. Weinstein, 2010 WL 185416 (Colo. App. 2010) (which I discussed in February 2010). Admittedly, determining alter ego requires the analysis of the combination of factors, and in reviewing the combination, the trial court and the Court of Appeals determined that sufficient facts existed for their satisfaction. In his dissent, Judge Jones referred to the majority’s conclusion on alter ego as “a close question.”

Alter ego is only the first step. The second step is whether the LLC form was used to perpetrate a fraud or defeat a rightful claim. The majority noted that the transfer of the assets occurred during the litigation, but years before Martin”s claim was liquidated. The majority stated that “[a]ny party engaged in litigation is exposed to potential liability” regardless of the nature of the litigation. (It could be just as easily stated that any person driving a car is exposed to potential liability.) Based on this statement, the majority supported the trial court’s determination that the transfer of assets was “sufficient to support piercing the corporate [sic] veil,” and that (as a matter of “first impression”) “wrongful intent or bad faith need not be shown to pierce the LLC veil.” Judge Jones dissented from this finding, noting that the trial court had found that, at the time of distribution, “Freeman actually and reasonably believed” that Tradewinds “had more than sufficient value to cover any reasonably possible obligation on the horizon for the corporate [sic] entity,” and that the “distribution was lawful under CRS §7-80-606.” The application of the CB Richard Ellis analysis under CUFTA requires a finding of fraudulent intent and is more appropriate in situations such as Martin v. Freeman. If the distribution was made when the liabilities were covered, where is the fraud or wrongful conduct just because a new liability later surfaces?

Were the majority opinion the law in Colorado, any time any limited liability entity makes any distribution to its equity owners and then falls onto hard economic times or suffers an unexpected liability, the equity owners may find themselves personally liable under the Martin veil piercing principles. This is even more likely to occur where the entity engages in sloppy business and record-keeping practices as is common among smaller and family-owned entities. This finding ignores the statutorily-intended informality of the LLC and potentially eviscerates the benefit of limited liability in Colorado.

From a transactional lawyer’s perspective, I view the Sheffield, McCallum, and Martin cases as result-driven decisions rather than decisions based on statutory language, case law precedent, and good public policy. The Court’s view of “equity,” the third prong for piercing the veil in Colorado, seems to be the deciding factor in these decisions even though the Court of Appeals in Martin and the other cases acknowledge that each of the three factors must be shown – not merely the equitable result. At the end of the day, Martin may have been the correct decision based on the facts, but the precedent the opinion gives us may be troubling for limited liability entities in Colorado.

The SEC Adopts New Rules Updating the Accredited Investor Standard
By: Peter F. Waltz, Polsinelli Shughart PC

On December 21, 2011, the Securities and Exchange Commission (the “SEC”) adopted final rules to amend the definition of the term “accredited investor” in its rules under the Securities Act of 1933 (the “Securities Act”). The new rules were adopted to implement the requirements of Section 413(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The amendments were effective February 27, 2012.

The change to the accredited investor standard primarily affects companies that rely on one of the “private placement” exemptions from the registration requirements under the Securities Act. Certain securities offerings solely to accredited investors are exempt from Securities Act registration pursuant to Section 4(5) of the Securities Act. Further, accredited investors do not count toward the 35-purchaser limit for private offerings conducted pursuant to Rules 505 and 506 of Regulation D under the Securities Act, and do not have to be provided the prescribed disclosure regarding the offering and the issuer that is required if non-accredited investors participate in the offering. Further, certain private and limited offerings of securities may be exempt from registration and prescribed disclosure requirements under some state “blue sky” laws if such offerings are made only to “accredited investors”. Therefore, for companies that raise outside capital through the offer and sale of securities, whether a potential investor qualifies as an accredited investor can significantly affect how an offering is structured, and the costs and risks associated with conducting that offering.

One of the means by which an individual investor may qualify as an accredited investor is by having an individual net worth, or joint net worth with that person’s spouse, of at least $1 million. Under the amended definition of an accredited investor, in calculating an individual’s net worth: (i) the individual’s primary residence cannot be included as an asset; (ii) indebtedness that is secured by the individual’s primary residence (e.g., a mortgage), up to the estimated fair market value of the primary residence at the time of the sale of securities, will not be subtracted as a liability; and (iii) indebtedness that is secured by the individual’s primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of securities must be subtracted as a liability. Thus, the calculation of net worth excludes any positive equity the potential investor has in his or her primary residence, and to the extent that investor is “underwater” on a mortgage the amount of any negative equity will reduce the investor’s net worth for purposes of the accredited investor standard.

The revised net worth standards for an accredited investor is consistent with revisions to the definition of “accredited investor” imposed under Dodd-Frank and guidance released by the SEC soon after its adoption. However, of note, the new rules also provide that indebtedness secured by a person’s primary residence that is incurred in the 60 days prior to the sale of the securities must be subtracted as a liability, unless the indebtedness is a result of the acquisition of the primary residence. This provision applies even if the total indebtedness secured by the individual’s primary residence is less than the estimated value of the primary residence. This provision is intended to reduce incentives for an individual to increase the debt secured against his or her residence solely for the purpose of making investments and/or qualifying as an accredited investor.

The SEC’s new rules also include grandfathering provisions for investment decisions made prior to the enactment of Dodd-Frank. Specifically, the revised net worth calculation will not apply to a purchase of securities in accordance with a right to purchase such securities, provided that: (i) the right was held by the individual on July 20, 2010; (ii) the individual qualified as an accredited investor on the basis of net worth at the time the individual acquired such right; and (iii) the individual held securities of the same issuer, other than such right, on July 20, 2010. The grandfathering provision applies to the exercise of statutory rights in connection with an investor’s pre-existing rights to acquire securities (such as pre-emptive rights arising under state law), rights arising under an issuer’s constituent documents, and contractual rights (such as rights to acquire securities upon exercise of an option or warrant or upon conversion of a convertible instrument, rights of first offer or first refusal‚ and contractual pre-emptive rights).

Companies relying on the definition of “accredited investor” to offer and sell securities should immediately review their disclosure and subscription documents and revise them as necessary to reflect the SEC‘s new rules.

Business Law Section Activities
New Lawyer’s Division – Luncheons

Corporation$, Candidate$, and Campaign$ – How Businesses Can Be Involved in Politics
Presented by: Mario D. Nicolais, II

Date/Time: Friday, March 9, 2012 - Noon
Location: CBA offices, 1900 Grant St., 9th Floor, Denver, CO 80203. Call-in available.
Prices (includes lunch): Business Law Section Member: $15.00; Non-Member: $20.00; Call-in $5.00
CLE Credit: CLE credit applied for
RSVP: Call 303.860.1115, X727 or SEND AN E-MAIL TO: LUNCHES@COBAR.ORG, PLEASE INCLUDE YOUR NAME AND “Business Law New Lawyers Luncheon” in your e-mail. Vegetarian meals must be requested when making reservation.

Basics of Securities Law and Private Placement Exemptions
Presented by: Jackie Benson, Moye White

Date/Time: Friday, May 11, 2012 – Noon
Location: CBA Offices, 1900 Grant Street, 9th Fl., Denver, CO 80203 Call-in available.
Prices (includes lunch): Business Law Section Member: $15.00; Non-Member: $20.00; Call-in $5.00
CLE Credit: CLE credit applied for
RSVP: Call 303.860.1115, X727 or SEND AN E-MAIL TO: LUNCHES@COBAR.ORG, PLEASE INCLUDE YOUR NAME AND “Business Law New Lawyers Luncheon” in your e-mail. Vegetarian meals must be requested when making reservation.

CBA-CLE Information
Preventing Legal Malpractice – Litigation Practice

Date/Time: March 7, 2012 - 9:00 AM – 12:30 PM
Live and Live Webcast Programs are available
Live program will be held at the CBA-CLE Large Classroom, 1900 Grant St., Suite 300, Denver
Credits: Submitted for 4 General Credits, including 4 Ethics Credits
Prices: CBA Members: $199; Non Members: $229; New attorneys (less than two years of practice): $159; Paralegals: $159

Have two or more CBA Members from your office attending? Each additional member attending the live or webcast program is only $159 per person. (Online registration not available for multiple attendee pricing.

Trends in Legal Malpractice Litigation
Presented by Troy Rackham, Esq.

The Adaptable Lawyer: Staying Practical in Today's Complex Legal Environment
Presented by Gawain Charlton-Perrin, Esq.
  • Identify Risks Faced by Litigators
  • Forming and Ending the Attorney-Client Relationship
  • Learn Relevant and Ethical Risk Control Techniques
  • Sample Engagement Letters, Disengagement Letters, Non-Engagement Letters, and Conflict Waivers
  • Identify Risks Faced by Litigators
Technology and Confidentiality
Presented by Heather K. Kelly, Esq. and John Palmeri, Esq.
  • Duty of Confidentiality
  • Safeguarding Client Property
  • Electronic Communications
  • Using the Cloud
  • Understanding Metadata

Ethics Potpourri
Presented by Chip Mortimer, Esq.

  • Fee Agreements, Trust Accounts, and Money Handling
  • Competency – Client Communications
  • Zealous Representation – When Does It Cross the Line?
Attendance will qualify attendees for a premium credit upon renewal of the CBA-sponsored professional liability insurance. Your Colorado Bar Association endorsed lawyers professional liability insurance program is underwritten by CNA Insurance Company and exclusively administered by Marsh Affinity Group Services. The premium credit will apply at policy issuance to insureds new to the CNA program and to current CNA insureds at the time of policy renewal. (7.5% Premium Credit applies per each attending attorney attorney’s premium.) PLEASE NOTE: This credit is not available on part-time policies.

You can register for this program online or call 303.860.0608 or 800.860.2531.


Accounting and How to Understand and Analyze Financial Statements
Presented by: Douglas R. Smith, CPA

Date/Time: March 8, 2012 - 9:00 AM – 3:35 PM
Live and Live Webcast Programs are available
Live program will be held at the CBA-CLE Large Classroom, 1900 Grant St., Suite 300, Denver
Credits: Submitted for 6 General Credits
Prices: CBA Member: $229; Non Member: $269; New Attorneys (in the first three years of practice): $209

There are financial issues involved with every type of law practice and it is your duty to possess the skills and knowledge necessary to handle those issues effectively. This detailed program will provide you with the financial literacy required to protect yourself and your clients through your understanding of accounting concepts, terminology, and financial statements.
Learn how to:
  • Communicate effectively with accounting and business people
  • Know what to ask for when presented with written or verbal financial information
  • Quickly recognize how much reliance you should place on a financial statement
  • Learn to formulate effective inquiries during the discovery process
  • Apply basic analytical techniques to reveal strengths and weaknesses of a company or professional firm
  • Understand the limitations of financial statements
  • Recognize accounting techniques that arguably are within the rules but are designed to mislead you
You can register for this program online.
Or call us at 303.860.0608 or 800.860.2531.


Partnership Compensation: Payment and Profit Possibilities
Presented by: Neil Goff, Esq., Nancy Strelau, Esq., and Eric Zinn, Esq.

Date/Time: March 21, 2012 - 9:00 AM – 12:00 PM
Live and Live Webcast Programs are available
Live program will be held at the CBA-CLE Large Classroom, 1900 Grant St., Suite 300, Denver
Credits: Submitted for 3 General Credits
Prices: Business Law Section Members: $129; CBA Member: $139; Non Member: $169; New Attorneys (in the first three years of practice): $109

An informative program regarding the tax aspects of compensation paid to partners and LLC members.
  • Grasp the differences between capital interests and “profits interests” and between “guaranteed payments” and wages.
  • Learn about the application of self employment taxes to compensation paid to partners and LLC members.
  • Understand the use of qualified and nonqualified deferred compensation arrangements in a partnership/LLC context.
If you practice in the areas of partnerships and LLCs, this is a program you will not want to miss.
You can register for this program online.
Or call us at 303.860.0608 or 800.860.2531.


Colorado Legal Legends: A Fireside Chat with Walter Gerash in 2012
Presented by: Walter L. Gerash, Esq. and his son, Daniel P. Gerash, Esq.

Date/Time: March 22, 2012 - 12:00 PM – 1:15 PM
Live and Live Webcast Programs are available
Live program will be held at the CBA-CLE Large Classroom, 1900 Grant St., Suite 300, Denver
Credits: Submitted for 2 General Credits, including 1.5 Ethics Credits
Prices: CBA Members: $59; Non Members: $69; New attorneys (in the first three years of practice): $39

You are cordially invited to join us for a fireside chat and luncheon with Walter L. Gerash, a Colorado Legal Legend, who will share with us his ethical and professional words of wisdom and his personal and practical advice that have delivered him to his admired position as one of Colorado's leading legal minds. This is your once-in-a-lifetime opportunity to hear Walter Gerash speak from the heart and leave you with thoughts and words to live by to enhance your professional and personal life.
You can register for this program online.
Or call us at 303.860.0608 or 800.860.2531.


Regulatory Advocacy: Your Role in Devising and Affecting a Positive Outcome for Your Clients in the Different Regulatory Spheres
Presented by: Walter Richard Levin, Esq., Rico Munn, Esq., Professor J. Robert Brown, Jr., Esq., Don Childears, Claudia Brett Goldin, Esq., Mary Kay Hogan, Esq., Kelley A. Howes, Esq., Brian Pritchard, Danielle Radovich Piper, and Gerald Rome.

Date/Time: April 6, 2012 - 9:00 AM - 4:00 PM
Live and Live Webcast Programs are available
Live program will be held at the CBA-CLE Large Classroom, 1900 Grant St., Suite 300, Denver
Credits: Submitted for 6 General Credits
Prices: Business Law Section Members: $259; CBA Members: $289 ; Non Members: $339; New attorneys (in the first three years of practice): $239

Much of the regulation in the United States has been administered and enforced by regulatory agencies, which vary from industry to industry and at the federal and state level. Recent years have seen many attempts to modify existing regulatory structures and systematize the creation and review of new ones.

How do you successfully run the regulatory gauntlet? Attend this program and find out!

You will begin the day by being placed within the regulatory framework: its major structures, agencies, and issues. Then you will hear how to handle regulatory challenges companies are facing today, and end the day with how agencies set and assess their priorities, at both the state and federal levels! Don't miss this opportunity to discuss these issues with top-level professionals from the regulatory environment.
You can register for this program online.
Or call us at 303.860.0608 or 800.860.2531.


Organizing a Colorado Business
Presented by: Colleen R. Belak, Esq., Victoria B. Bantz, Esq., Rehan Hasan, Esq., Julie A. Herzog, Esq., Herrick K. Lidstone, Jr., Esq., Nathan S. Merrill, Esq., James Serven, Esq., Traci L. Van Pelt, Esq., and Peter F. Waltz, Esq.

Date/Time: April 11, 2012 - 9:00 AM – 4:00 PM
Live and Live Webcast Programs are available
Live program will be held at the CBA-CLE Large Classroom, 1900 Grant St., Suite 300, Denver
Credits: Submitted for 6 General Credits, including 1 Ethics Credit
Prices: Business Law Section Members: $239; CBA Members: $269; Non Members: $309; New attorneys (in the first three years of practice): $209

Build your practice by learning the fundamentals of organizing and representing Colorado businesses! Whether you are newly licensed or are an experienced attorney expanding your practice to include the corporate area, or you simply need a refresher, this program will provide practical advice from which to build a strong foundation in representing businesses. During this one day program you will learn:
  • How to decide which of the many types of entities best fits your client’s needs
  • What state and local filings are required
  • What federal and state securities requirements to comply with or avoid
  • What to include in the organizational documents for the most common types of entities and receive sample forms for your future reference, and
  • How to handle the unique ethical challenges of representing an entity and how to protect yourself and your client
This seminar and program materials will become an invaluable resource as you build your practice and maximize the value you bring to your clients’ businesses.
You can register for this program online.
Or call us at 303.860.0608 or 800.860.2531.


44th Annual Rocky Mountain Securities Conference

Date/Time: April 13, 2012 - 8:00 AM - 5:00 PM
Live and Live Webcast Programs are available
Live program will be held at the Marriott City Center Hotel ,1701 California Street, Denver, CO
Credits: Submitted for 8 General Credits, including 1.5 Ethics Credits

You can register for this program online.
Or call us at 303.860.0608 or 800.860.2531.


Contributions for future newsletters are welcome – Contact Ed Naylor at or 303-292-2900

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

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