The Secretary of State’s Office Will be Closed to the Public

The North Carolina Department of the Secretary of State will be closing its buildings to the public, effective March 20 at 4 p.m. until further notice in response to state and federal guidelines on social distancing to stem the spread of Coronavirus. This will affect the downtown Raleigh facility at 2 South Salisbury Street and the office at 4701 Atlantic Avenue in Raleigh.

“Given the small size of our lobby downtown and the large amount of foot traffic from the public, we’re closing the building to the public to comply with the Governor’s Executive Order prohibiting large group gatherings and protect the health of our staff and the public we serve,” said North Carolina Secretary of State Elaine F. Marshall on Thursday. “While we are physically closing our doors to in-person service for the time being, our staff will continue serving the public. Most of our services can be conducted online and over the phone. I urge our customers to submit their documents to us online at sosnc.gov and continue calling us at 919-814-5400 with their questions.”

The public can also reach out to the North Carolina Secretary of State’s Office on social media, at @NCSecState on Facebook and Twitter, and can find specific division email addresses on the N.C. Secretary of State’s Office website at sosnc.gov.

Fight Hunger, Help Others in the COVID-19 Pandemic – Participate in the Legal Feeding Frenzy and Support Your Local Food Bank!

By Will Quick

Chair, Litigation Section Pro Bono Committee

Our section membership has a strong tradition of supporting and participating in pro bono and community service activities—both those planned and sponsored by the NCBA and those that you undertake on your own or with other organizations. We are in unprecedented times with COVID-19 (Coronavirus), and I am confident that each of you is doing your part.

Even in the best of times, however, over 1.5 Million North Carolinians struggle with hunger—of those, nearly half a million are children. With public schools and many religious and nonprofit organizations that traditionally serve the food insecure in our communities being closed for indefinite periods, and government leaders calling for social distancing to help limit the spread of Coronavirus, that need is never more pressing than now.

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Message from the Chair of the NCBA Business Law Section

By Ben Baldwin

Message from the Chair of the NCBA Business Law Section

Dear Members of the Business Law Section:

On Thursday, February 13, the Business Law Section held its annual Business Law Institute CLE, which was followed the next day by its Annual Meeting and CLE (which was held in conjunction with the Annual Meeting and CLE of the Bar’s International Law Section), all at the Pinehurst Resort.

I am happy to report that these events were well-attended, and that the CLE programs were once again of the very high standard that our section has come to expect over the years. Again, I would like to thank Kristina Schwartz (Womble Bond Dickinson, LLP [U.S.]) and Jonathan Jenkins (Jenkins Haynes PLLC), and all of the members of their planning committee, for all of their hard work in putting together such a fine program.

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Purrington Award Nominations

By Ben Baldwin

The Business Law Section of the North Carolina Bar Association seeks nominations for the Alfred L. Purrington III Memorial Public Service Award. This award (which was established earlier this year and would now be given for the very first time) honors the memory of Alfred L. Purrington III, a distinguished member of the North Carolina Bar Association and a founder of the Business Law Section, who served his community freely and quietly in multiple capacities including leadership roles in the United Way of Wake County, United Way of North Carolina, Triangle Land Conservancy, Raleigh City Museum, vestry of Christ Church, Episcopal Church Foundation, North Carolina Literary and Historical Association Endowment Trust, Wake County Phi Beta Kappa, and Penick Village in Southern Pines.

The intent behind the award is to recognize outstanding public service by a member of the Business Law Section. The award may be given to an attorney who, through application of his or her professional skills, has given freely and selflessly of his or her time and energy in public service, through charitable and service organizations, for the benefit and betterment of his or her community.

If you wish to nominate a candidate for the Alfred L. Purrington III Memorial Public Service Award, the deadline for nominations is the close of business on Friday, January 24, 2020. Nominations received after Friday, January 24, 2020, will not be considered.

The award ceremony, if a candidate is selected, will take place during the Annual Meeting of the Business Law Section of the North Carolina Bar Association, to be held on Friday, February 14, 2020, at the Carolina Hotel in Pinehurst, North Carolina.

You can access the nomination form by clicking here.

Nominations must be submitted no later than close of business on Friday, January 24, 2020.

SUBMIT NOMINATIONS TO:
North Carolina Bar Association, Business Law Section – Julianne Dambro – 8000 Weston Parkway – Cary, NC – 27513 or via EMAIL at [email protected]

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.

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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?

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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  [email protected] 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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