Real Estate & Business Law Institute

Audits and Reviews: Koss and Other Mysteries

Michael S. Yankunas (WIPFLI), Eric H. Waldron (WIPFLI)

In an era of increased scrutiny and compliance by outside parties as well as increased complexity in the manner in which organizations function, it would be helpful for an attorney to understand the basics of what an “audit” is versus a “review” and what steps accountants take in preparing them. It would be useful for practitioners to understand what parts of such documents are scrutinized by lenders, IRS auditors, and potential buyers. Last but not least, it would be helpful to understand the limits of such tools so that practitioners can advise clients on where not to rely on an audit or review.

Privacy Issues in the Workplace: What Can the Employer Monitor?

Luis Arroyo (Michael Best and Friedrich, LLP), Matthew J. Stippich (Digital Intelligence)

Various forms of technology in the workplace, such as work-issued computers, phones and PDAs, allow companies to work more efficiently and improve the bottom line. However, such technology also provides employees with the ability to transfer mass amounts of information with little more than a click of a button. Join a computer forensic expert and an employment attorney who focuses on technology-related issues to learn to what degree an employer can monitor an employee’s electronic activity, how such information can be used when making employment-related decisions, and how the employer can protect its information from disclosure.

Do “Smart Buildings” Require Changed Lease Terms: Modern Energy Controls in Commercial Buildings and their Impact on Lease Drafting

Andrew DeGuire (Johnson Controls), Nancy Leary Haggerty (Michael, Best & Friedrich, LLP)

LEED certification confirms that a building CAN achieve a certain level of energy savings, not that it WILL, depending on how it is operated. As more property occupants want to be known for their efforts at reducing their carbon footprint,  leases, easements and other real estate documents will need to change to accommodate these terms. Learn in detail what technology exists, and a brief summary of how real estate documents must adapt.

Basics of Operating Agreements

Brian Anderson (DeWitt Ross & Stevens SC)

Limited liability companies are the entity of choice for most new business ventures primarily because of their flexibility. Yet this flexibility is often not fully understood or analyzed. This seminar will provide a review of the typical components of an operating agreement so as to assist a practitioner in advising his client. Topics to be covered will include management choices, succession provisions, and buy-sell issues.

Dealing with the Unrepresented Party in a Transaction: How to be an Advocate for your Client
(EPR)

Dean R. Dietrich (Ruder Ware LLSC), Timothy J. Pierce (State Bar of Wisconsin)

It is common for one party to a transaction to come to the table without legal representation. Should that change how you represent your client? This program will discuss the ramifications of dealing with an unrepresented party to a transaction and clarify what steps must be taken by the lawyer to ensure proper representation of the client.

Business Divorce and Succession Planning

Gregory M. Monday (Foley & Lardner LLP)

In this session, learn how to prepare for when a business endeavor comes to an end. Hear how to terminate a multi-person business, be it an LLC, partnership, or corporation, without a lawsuit. Explore, to a limited extent, some of the tax consequences of various actions. Find out how the discussion changes when there are relatives as employees versus non-relative employees.

Securities Law Considerations in Closely-Held Business Transactions

Randal Brotherhood (Meissner Tierney Fisher & Nichols SC), Patricia D. Struck (Administrator of the Division of Securities, Wisconsin Department of Financial Institutions)

Many corporate practitioners mistakenly believe that state and federal securities laws apply only to publicly traded companies. However, closely-held businesses commonly engage in transactions which implicate the securities laws, particularly when issuing stock or debt. This presentation will describe how state and federal securities laws apply to closely-held businesses and their owners, with focus on (a) how to structure the issuance of stock and debt in order to qualify for available registration exemptions, (b) disclosure requirements that businesses issuing securities have to prospective investors, and (c) the consequences to business owners of failure to comply with applicable securities law requirements.   This presentation will also highlight pertinent provisions of the recently-restated Wisconsin Uniform Securities Act of particular interest to closely-held businesses.

Real Estate Valuations

Steve Vitale (Vitale Realty Advisors, LLC)

The recent economic downturn has made us more aware of the assumptions and requirements that are built into appraisals and valuations, for lending, condemnation and property tax assessment. Learn how state and federal regulations, and industry standards, affect what properties can be used as comparables in an appraisal, how they are evaluated, how appraisers determine whether a sale is a forced sale, and how they make their determinations when there is little sale activity.

Developing an Employee Benefit Plan for Solo and Small Firms

Ralph D. Bultman (Bultman
Financial Services, Inc), Corrine Bultman (Bultman Financial Services, Inc)

An employee benefits plan is an essential component of any business no matter the size.  Health, disability and life insurance, and retirement planning are all components of the plan.  Putting together a plan can be very advantageous to the owners and partners of a firm in addition to being a retention tool for valuable employees.  Learn how to navigate through the process of applying for coverage, how to structure a plan, and whether a high deductible health plan with a health savings account is the right solution for your business.

Hot Topics in Commercial Real Estate

Daniel A. O'Callaghan (Michael Best & Friedrich LLP)

Listen as an experienced real estate practitioner brings you up-to-date on the latest issues and changes in commercial real estate practice.

Hot Topics in Business Entities
(Repeated in Session K)

Joseph E. Tierney IV (Davis & Kuelthau SC)

The law is constantly evolving and entity law is no exception. From employment issues to lending law changes, this session will address interesting recent case law rulings and other changes that affect the business entity advisor.

Guest Speaker: David Volz, Executive Assistant to Secretary Paul Jadin of the Wisconsin Department of Commerce

With Wisconsin’s focus on “Open for Business,” we know that you’ll want to hear what David Volz has to say. With a new administration comes the potential for new direction. Attend this session to gain important knowledge and insight for your clients’ business and real estate practices.

CLE credit to be determined after Institute.

The Tax Aspects of LLC Formation: Capital Accounts — Part Two

Joseph E. Tierney III (Meissner Tierney Fisher & Nichols SC)

One of the most challenging areas in drafting and reviewing operating agreements (and partnership agreements) is understanding the nuances of the provisions regarding the capital accounts of the Members (partners). This seminar will focus on the pitfalls and challenges of drafting operating agreement (and partnership agreement) provisions governing the establishment, administration, and liquidation of capital accounts.

Tax Implication of Forgiveness of Debt

Richard A. Latta (Michael Best & Friedrich LLP)

In this era of negotiated settlements and shorts sales, an often overlooked aspect of a business or real estate transaction is the tax effect of the arrangement. This seminar will analyze the implications of a number of typical debt forgiveness scenarios from a tax perspective in order to provide the practitioner with some guidance in structuring these transactions.

Guest Speaker: Secretary Cathy Stepp of the Wisconsin Department of Natural Resources

With Wisconsin’s focus on “Open for Business,” we know that you’ll want to hear what Department of Natural Resources Secretary Stepp has to say. With a new administration comes the potential for new direction. Attend this session to gain important knowledge and insight for your clients’ business and real estate practices.

CLE credit to be determined after Institute.

Foreclosure Defense

Catherine E. Doyle (Legal Aid Society of Milwaukee), Nicole C. Penegor (Legal Aid Society of Milwaukee)

Not all foreclosures are a “slam dunk.” You CAN help homeowners try to save their homes even after a foreclosure action has commenced. Review the foreclosure process and learn how to ferret out possible defenses and use them strategically to stop the process in its tracks….or at least slow it down!

Business Valuations

Reginald A. Emshoff (Capital Valuation Group Inc.)

This program will discuss concerns and opportunities that commonly arise in buying and selling a business, including what buyers should look for in a business to buy, and how to advise a client to prepare a business for sale. Learn about the different methods of business valuation, especially the importance of determining cash flow in buying a business.  Understand the critical relationship between how a business is valued, and how a buyer and seller should use that value in setting a price.

Intellectual Property: Identifying and Protecting your Assets

Lori Suzanne Meddings (Michael Best & Friedrich LLP)

What is a patent, trademark, and copyright, and how do they differ? What steps need to be taken to clear for use and secure intellectual property rights? What rights exist without a formal filing and how do you file to receive formal protection? How do you enforce intellectual property rights? How do you respond to a claim of infringement?  This session will include a thorough discussion of these issues.

Finding Money for Your Client: Government Programs to Supply or Facilitate Capital Development

Farshad Maltes (WHEDA),  Harold D. Karas (Whyte Hirschboeck Dudek SC)

This session will delve into the Wisconsin Housing and Economic Development Authority business support programs including their process for allocating tax credits under the federal New Markets Tax Credit and the Low Income Housing Tax Credit programs. This session will also touch on WHEDA guaranteed loans similar in scope to the U.S. Small Business Administration 504 loan program and other current developments in tax increment financing.