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?

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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.

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Collaborative Training In Asheville June 19-20

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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.

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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.

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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.

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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.

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Smoke Signals: No Fiduciary Duty For Minority Shareholders — At Least Not Yet

The following excerpt is reprinted with the permission of and with credit to North Carolina Lawyers Weekly.

By David Donovan

Smoke has long been used for sending signals, but the North Carolina Supreme Court has sent some clear signals to stock owners while resolving a spat over smokes.

On Dec. 7 a narrowly divided court stubbed out a shareholders’ revolt over Reynolds American’s purchase of Lorillard Tobacco and reversed a Court of Appeals decision holding that a minority shareholder could owe a fiduciary duty to other shareholders. See Corwin v. British American Tobacco PLC,  2018 WL 6437701, Lawyers Weekly No. 010-093-18. But the court nevertheless strongly implied that it was inclined to accept the reasoning of Delaware courts that such a duty could exist under the right circumstances.

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Zoning In: New Tax Benefits of Investing in Opportunity Zones

By Jonathan Jenkins and Andrew Steffensen

Overview

If you are a lawyer who represents a taxpayer who recently realized a short-term or long-term capital gain, your client may be looking for ways to avoid recognizing that capital gain and the associated tax bill. Thanks to a new tax incentive program, a taxpayer who has realized capital gains may have the opportunity to invest qualifying capital gains[1] in certain qualifying investments and (i) defer the recognition of such capital gains until December 31, 2026, (ii) reduce the amount of the capital gains required to be recognized by up to 15%, and (iii) entirely avoid paying any capital gains tax on any additional capital gains realized from such an investment. This post summarizes this new incentive, more commonly known as the opportunity zone tax incentive.

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Collaborative Training At The Grandover Feb. 6-7

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The NCBA has offered five basic training courses in Collaborative Law Practice in the past, and is offering the next one Feb. 6-7 at the Grandover in Greensboro. Click here to view the brochure with all the details.

The Early Bird registration deadline is Jan. 16. Click here to register.

This 14-hour training is for any lawyer who wishes to add the collaborative approach to their practice, including both family lawyers and other civil lawyers, including those practicing in the areas of construction, employment, small business, probate, as well as litigation. Because collaborative 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