Charlotte Volunteers Needed: October 18

NC LEAP Ask-A-Lawyer Day Pro Bono Clinic Seeks Volunteers
The North Carolina Bar Foundation is looking for attorney volunteers to meet one-on-one with passionate, local, low-wealth entrepreneurs who have legal questions related to their start-up or existing businesses.

This Ask-A-Lawyer Day Clinic will be held on Friday, October 18, from 1 p.m.-4:30 p.m. at the Latin American Chamber of Commerce of Charlotte. For more information and to sign up, click here.

Business Funding 101: Key Considerations When Funding a Business

By Doug Colvard

BUSINESS FUNDING 101: Key Considerations When Funding a Business

Pursing funding for a business is an exciting process, but can often be intimidating to even the most experienced founders. Although most businesses are initially funded by the personal assets of their founders, most businesses will require some form of outside funding in order to thrive. While there are pros and cons to outside funding, being adequately informed about the different types of financing is crucial, as it will ultimately help a business make the most informed choice on what is right for its specific enterprise.

Ultimately, while there are multiple mechanisms businesses utilize in order to achieve their funding goals, most of them can be condensed into two primary categories: Debt Financing and Equity Financing. Debt financing involves injecting capital into the business by obtaining loans, lines of credit or convertible debt, while equity financing involves selling some form of ownership of the business in exchange for capital. Each of these forms of funding are explained below in further detail.

Read more

Message from the Chair of the NCBA Business Law Section

By Ben Baldwin

Dear Members of the Business Law Section:

I am honored to serve as the chair of the Business Law Section for the 2019-2020 and 2020-2021 bar years. The section’s leadership (consisting of officers, council members and committee chairs who can be found here) is looking forward to a busy and productive year.

A few things to note before the current bar year gets up and running:

●  The 2020 Business Section Annual Meeting and CLE will be held at the Pinehurst Resort on Friday, February 14 (preceded by the annual Business Law Institute CLE on Thursday, February 13). The planning committee is already working hard on the program, so be sure to mark your calendars!

●  If you haven’t done so already, please renew your NCBA membership as soon as possible.

●  Speaking of membership, as you may already be aware, the NCBA has revamped its dues structure, which is summarized here and which generally includes in the base price one section membership and 12 hours of on demand CLE. If you have the opportunity, please invite those who may not be members of our section to use the included section membership to join us.

One of my goals for the section will be the use of your membership dollars to enhance the connections amongst section members, with networking events and the like. The section council will be discussing this soon, so please stay tuned.  

Finally, I’d like to encourage each member, if not already involved with a section committee, to take a look at the list of committees (found here), consider which ones might be of interest to you, and then join one (which you can do on this page under “Committee Sign-Up”).

In particular, we need to identify a Co-Chair for our Communications Committee. This person would be responsible, among other things, for posting articles to the section’s blog (and so some facility with the computer, or willingness to learn, would be required). Please sign up if interested!

Please do not hesitate to call on me if you have any questions or suggestions for the section.

Ben Baldwin
NCBA Business Law Section 2019-2020

Mark Your Calendars: The Secretary of State’s Office Will be Closed

The Department of the Secretary of State is closed on official state government holidays.

You can view the calendar of holidays here.

If other closings are needed due to weather or other events, the Department will post notice on its website, www.sosnc.gov, if possible.

Holiday Date Day of the Week
Labor Day Sept. 2, 2019 Monday

Tips for Using New Statutory Ratification Procedure to Cure Defects in Authorizations of Share Issuances and Other Corporate Actions

By David B. Clement and Christopher B. Capel

As described in an earlier ncbarblog post, among the 2018 changes to the North Carolina Business Corporation Act, Chapter 55 of the General Statutes (the “NCBCA”) [1], which took effect Oct. 1, 2018 was the addition of a new Part 6 to Article 1 (N.C. Gen. Stat. §§55-1-60 through 55-1-67) based on changes to the Model Business Corporation Act providing that defects in authorizations of share issuances and other corporate actions shall not be void or voidable solely as a result of a failure of authorization if a prescribed statutory ratification process is followed.

When you discover only one defective corporate act, determining the requirements under the statute for ratification (e.g., board approval, shareholder approval, and/or filing of articles of validation) is perhaps relatively straight-forward.  But what should you do when you discover multiple defects, perhaps occurring over a number of years?

Read more

Business and International Law Issues Covered At Pinehurst Retreat

See Your Name in Print!  Folks, it’s been some time since we’ve posted.  Before you take a look at this edition, here’s a brief announcement:  The Business Law Section would love  your help with ideas and articles for future posts.  If you have an article you’re working on, thoughts about current developments in law practice management or attorney wellness, an internal firm analysis of a legal issue that you’d like to share (with permission, of course), or information about a recent conference, please let us know.  The circulation we get is quite broad – one of our blog posts this year has nearly 7,000 views at this time.  Please reach out to  abbie@bayneslaw.com with content and ideas.

The next few blog posts will catch you up on recent events around the Section.

By Russ Robinson

Business and international lawyers from across the state converged at the Pinehurst Resort earlier this spring for annual section meetings and CLE courses. The mid-February event for the Business Law Section has been an annual event for more than 30 years, and recently the International Law & Practice Section has joined forces as both sections focus on developments in business.

Key themes in this year’s session included technology and the 2018 changes to the North Carolina Business Corporation Act.

Read more

Collaborative Training In Asheville June 19-20

, , ,

The NCBA has offered six basic training courses in Collaborative Law Practice in the past, and is offering the next one June 19-20  in Asheville. Click here to view the brochure with all the details and to register.

Collaborative Practice Training
Wednesday-Thursday, June 19-20, 2019
Renaissance Asheville Hotel

This 14-hour training is for any lawyer who wishes to add the collaborative approach to their practice, whether they are family lawyers or other civil lawyers, including those practicing in the areas of construction, employment, small business, probate, as well as general litigation. Because collaborative law is practiced entirely out of court, it is not necessary to have training or experience as a litigator to become a collaborative lawyer.

Read more

Hemp and CBD Law In North Carolina: A 2019 Update

By Jake Farrar

As the calendar turns to 2019, it feels as though everyone is in the mood to talk hemp, or its well-known derivative, cannabidiol, more commonly known as “CBD.” The uptick in hemp talk is no coincidence. Several recent updates to federal and North Carolina statutes and regulations have opened up the possibility of a vast new market in this area. Comments that refer to the legalization of hemp are likely too simplistic to be useful to entrepreneurs, small businesses, or investors looking to get into the industry, as there are still important regulations that control the cultivation and distribution of the plant, with more clarification and regulation certain to follow from Washington, D.C. and Raleigh.

Read more

Thursday and Friday: Business Law Institute and Business Law and International Law & Practice Annual Meetings

Need CLE? The Business Law Institute and the Business Law & International Law & Practice Annual Meetings will be held on Thursday, Feb. 14 and Friday, Feb. 15.

Find details and registration for the Business Law Institute here and and the Business Law & International Law & Practice CLE here.

Thursday, Feb. 14: Business Law Institute

Focus on emerging business technologies, ESOPs, insurance provisions and issues, and indemnification issues  

Don Reynolds, Andrew Steffensen and Jim Verdonik bring their expertise to the topics of securities, blockchain and cryptocurrencies.  Don will review the basic tenets and structure of U.S. securities law, and provide an update on recent developments in the field, including public companies’ use of block trades to efficiently access the capital markets, and the applications of blockchain technologies to securities law and vice versa (e.g. initial coin offerings or ICOs).  Andrew and Jim will follow with an introduction to blockchain technologies and cryptocurrencies, discussing how these emerging technologies may impact a variety of business transactions in an increasingly digital world.

Read more

Responding To an Unexpected Offer To Sell Your Company

Sponsored Post

High Rock Partners is a sponsor of the NCBA Business Law Section’s 2019 Business Law Institute and Annual Meeting. A boutique firm of strategic and M&A advisors located in Raleigh, N.C., (in the RTP area), High Rock serves leaders of emerging growth and middle market companies. We assist owners and management in selling their company; making acquisitions; making key strategic decisions; navigating and executing on transitions of ownership; accelerating growth to the next level; and to re-position their company to optimize performance.

By Kenneth Marks

Repeatedly we talk with private business owners confronted with an unexpected offer to sell their business… let’s call these “unsolicited offers.” Many times, they haven’t really thought about a succession or exit plan nor have they prepared for a deal if they so desired.  Usually the owner of the company or one of their advisors (i.e. attorney or accountant) reaches-out to us for assistance.

Typical questions that we field in these discussions include –

  • How much is my business really worth?
  • Is the timing right to sell my company?
  • If I want to respond, what information should I share?
  • How do I control the competitive risks of engaging with them?
  • How do I know that what they are offering is the best deal for me?
  • What are my real alternatives and options?
  • Should I negotiate only with this potential buyer or should I try to bring other buyers to the table to create competition?
  • Who on my team should the buyer be talking with?

…. and the list goes on.

Read more