Thomas C. Watkins Receives the Business Law Section’s Distinguished Service Award

Andrew, a white man with brown hair, wears a white shirt, red tie and black suit.By Andrew Steffensen

Thomas C. Watkins recently received the North Carolina Bar Association Business Law Section’s highest honor, its Distinguished Service Award. The NCBA presents the Distinguished Service Award to recognize extraordinary service to the Business Law Section, the legal profession and the public.

In making the nomination, April Kight said of her colleague, “Tom Watkins is a wonderful teacher and leader. He is an excellent lawyer and advocate for his clients, with the best combination of knowledge and practical application. He has given much of his time to the management of our firm, the North Carolina Bar Association and the community. I can’t think of a more deserving recipient.”

Mr. Watkins is a past member of the Board of Governors of the NCBA and served as Chair of the Bar Association’s Business Law Section when that organization launched NC LEAP, now known as the Entrepreneurs Assistance Program. Under this initiative, NCBA members volunteer their time and expertise to support low-wealth entrepreneurs.

Tom, a white man with white hair, wears a pale grey shirt and dark grey suit and holds the dark blue Business Law Award.

Thomas C. Watkins

In addition to his active engagement with the NCBA, he has served the community and the state in many leadership roles. He is a past member of the Board of Visitors of the University of North Carolina at Chapel Hill, a past member of the Board of Directors of the Greensboro Sports Council, a member of the Board of Directors of the Piedmont Triad Charitable Foundation (Wyndham Championship/PGA Tour Event), a past member of the Boards of Visitors of UNC Children’s Hospital and UNC Lineberger Comprehensive Cancer Center, a past President of Greensboro Country Club and a member of the Board of Directors of Wheels4Hope.

At Schell Bray PLLC, he is the former chair of the firm’s Executive Committee and focuses his legal practice primarily on closely held businesses and investment vehicles. He has extensive experience in representing investors, borrowers and lenders in a broad range of complex transactions, including debt and equity investments, financings, mergers and acquisitions and restructurings.

In addition to the 2024 Distinguished Service Award, Mr. Watkins’ professional recognition includes:

  • The Best Lawyers in America, named 2023 Piedmont Triad “Lawyer of the Year” in Corporate Law
  • The Best Lawyers in America, named 2013 Greensboro “Lawyer of the Year” in Banking and Finance Law
  • The Best Lawyers in America, listed for banking, finance and corporate law, 2001-2023
  • Business North Carolina, Legal Elite, business law, multiple prior listings
  • North Carolina Super Lawyers, business/corporate law, multiple prior listings
  • Martindale-Hubbell AV Preeminent™ Peer Review Rated

Andrew Steffensen is the chair of the NCBA Business Law Section Communications Committee. 

Catch Up on the Latest Trends and Updates at the 2024 Business Law Section Program

By Ed Chaney

The Business Law Section invites you to join its annual section program on February 8-9 in Winston-Salem and via live webcast. This year’s theme is “The Times They Are A-Changing for Business Lawyers,” and as the title suggests, we will be focusing on a number of important recent developments in the field of business law.

Presentation topics include the Corporate Transparency Act, corporate DE&I programs in the wake of recent judicial cases, artificial intelligence, a North Carolina legislative update, and the always popular case law update. We will also hear the latest trends in business succession, valuation, and employment relationships, among others.

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NCBA Business Law Section 2023 Legislative Update

The Business Law Section of the North Carolina Bar Association was active this past year in proposing certain changes to the North Carolina Business Corporation Act and the North Carolina Charitable Solicitation Statute. Below is a summary of the amendments that were adopted this year.

Legislative Update – North Carolina Business Corporation Act

Recent Amendments to the North Carolina Business Corporation Act

By Heyward Armstrong, Justin Truesdale and Nicholas Zanzot

The North Carolina General Assembly recently passed Senate Bill 477 (the “Act”), which was subsequently signed into law by Governor Roy Cooper on September 29, 2023. The Act provided substantive amendments to the North Carolina Business Corporation Act (the “NCBCA”) that became effective on October 1, 2023.

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Don’t Overlook Key Employment Agreement Provisions During Due Diligence

By Marc E. Gustafson

Having been involved in a fair number of due diligence reviews over the course of my career, I can’t imagine there is a single due diligence checklist that doesn’t include an examination of key employment agreements. And anyone tasked with performing that assessment would certainly check to ensure those agreements include post-employment restrictions for those key employees. Having litigated employment disputes for over 20 years, however, I’ve come to the realization that going just a few steps further than what may be found on the typical diligence list can prevent a lot of headaches, distractions, and costs that so often occur post-transaction.

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Amendments to the North Carolina Business Corporation Act Permanently Authorize Virtual-Only Shareholders’ Meetings

 Heyward Armstrong

Heyward Armstrong

David Clement

David Clement

Justin Truesdale

Justin Truesdale

By Heyward Armstrong, Dave Clement, and Justin Truesdale

In September 2021, the North Carolina General Assembly passed, and Governor Roy Cooper signed into law, Session Law 2021-162 (House Bill 320), Part I of which includes amendments to the North Carolina Business Corporation Act (NCBCA) to authorize North Carolina corporations to conduct shareholders’ meetings entirely by means of remote communication without any requirement that a meeting be held in a physical “place.”[1] The practical impact of these amendments is to provide North Carolina corporations with greater flexibility in how they conduct shareholders’ meetings by better conforming the NCBCA with the Delaware General Corporation Law and the Model Business Corporation Act.

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Recent Amendments to the North Carolina Business Corporation Act

 Heyward Armstrong

Heyward Armstrong

David Clement

David Clement

Justin Truesdale

Justin Truesdale

By Heyward Armstrong, Dave Clement, and Justin Truesdale

The North Carolina General Assembly recently approved Senate Bill 507 (the “Act”),[i] which makes a number of significant changes to the North Carolina Business Corporation Act (“NCBCA”), and the governor signed the Act into law on August 16, 2021.[ii] Certain provisions of the Act were effective immediately, and the remaining provisions of the Act became effective on October 1, 2021.

The bill resulting in the Act was drafted by the Business Corporations Committee of the Business Law Section (the “Committee”) and approved as “Association-sponsored legislation” by the NCBA Board of Governors in January 2021. The North Carolina Bar Association is grateful for the endorsement and support of the North Carolina Chamber and thankful to the bill’s primary sponsor Senator Amy Galey and Representative Destin Hall who ably shepherded the bill through the legislative process to enactment.

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The Corporate Transparency Act and the Implementation of New Beneficial Ownership Reporting Requirements

By Andrew Steffensen

Overview

The Corporate Transparency Act (CTA) was enacted into law on January 1, 2021, as part of the 2021 National Defense Authorization Act. The stated objectives of the CTA include the collection of certain beneficial ownership interest information from corporations, limited liability companies and similar entities “to (A) set a clear, Federal standard for incorporation practices; (B) protect vital United States national security interests; (C) protect interstate and foreign commerce; (D) better enable critical national security, intelligence and law enforcement efforts to counter money laundering, the financing of terrorism and other illicit activity; and (E) bring the United States into compliance with international anti-money laundering and countering the financing of terrorism standards.”

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When Minority Blocking Rights Can Impose Fiduciary Duties on Minority Members

By John W. Babcock

In Skye Mineral Investors, LLC and Clarity Copper, LLC v. DXS Capital (U.S.) Limited et al., C.A. No. 2018-0059-JRS (Del. Ch. Feb. 24, 2020), the Delaware Court of Chancery rejected a motion to dismiss breach of fiduciary duty claims brought against two minority members of Sky Mineral Partners, LLC (“SMP”), a Delaware limited liability company, stemming from their exercise of certain veto or “blocking” rights they had under SMP’s limited liability company agreement (the “LLC Agreement”).

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A Message from the Chair of the NCBA Business Law Section

By Ben Baldwin, NCBA Business Law Section Chair

Hello, fellow Business Law Section members.

I want to pass along three things (two of which are related).

First: An enthusiastic word of gratitude to Ritchie Taylor, who planned and organized (and was also a presenter for) this year’s Business Law Section annual CLE program, which was held last week. Thanks to the pandemic, the program was a deviation from the norm (what isn’t these days, after all?), in that it was of course all online and consisted of a single day program, as opposed to the customary day-and-a-half affair. But the course topics were very much on point for a large percentage of our membership, and the speakers were also high caliber.

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Ketan Soni Presents “The New Community Platform”

By Ketan Soni

What You Need to Know About the New Community Platform

This year, the NCBA has switched to a new online community platform. This new community platform for Sections, Divisions and Councils offers many more features than the previous system. Below is a summary of the basics and what you need to know to utilize this platform and its features.

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