10th Annual Advanced Business Law Course

Course materials available on a USB drive

10th Annual

Advanced Business Law CourseStaying on Top of Your Legal Practice Game

LIVE Houston | November 1-2 2012 | Crowne Plaza River Oaks Hotel

TopIc HIgHLIgHTsbull Attorney-Client Privilege

bull Foreign Corrupt Practices Act - Is the Cover-up Worse than the Crime

bull Cyber-Security (Enterprise Risk Management)

bull Mobile Computing for Attorneys (60 Apps in 60 Minutes)

bull Preparing for Litigation and Arbitration

bull A New Day for Securities Practice JOBS Act

McLE cREDIT 135 HOURS (175 ETHICS)

course Benefitsbull Coffee amp pastries provided each morning

bull Lunch included on both days

bull Complimentary parking

bull Complimentary wireless signal in the meeting room

McLE cREDIT

32

Thursday 725 hours including 75 ethics

800 Registration Coffee amp Pastries Provided

840 Welcoming Remarks

Course Director David R Keyes Austin Kelly Hart amp Hallman

845 Oppression of Minority Shareholders 75 hr

bull Elements of minority shareholder oppression claim under Texas law

bull Business Judgment Rule application

bull Where Texas courts stand on the oppression doctrine latest Texas case law

bull Plaintiffrsquos and defendantrsquos perspectives

Ladd Hirsch Dallas Diamond McCarthy

Prof Elizabeth S Miller Waco Baylor University School of Law

930 The (Suprisingly Complex) Art of Drafting Arbitration Clauses 75 hr

bull Drafting an enforceable clause

David E Harrell Jr Houston Locke Lord

Ann Ryan Robertson Houston Locke Lord

1015 Break

1030 Legal Aspects of Relocating or Expanding Businesses into Texas 75 hr

bull What are the risks in economic development policies and programs

bull The decision process whether to relocate or expand in new location and counselrsquos role

bull The Texas approach to economic development

bull Doing business under the incentive agreement

bull Penalties and claw-backs

Robert G Converse IV Austin Of Counsel Fulbright amp Jaworski

John Pike Powers IV Austin The Pike Powers Group LLC

Cassie Stinson Houston CB Stinson Law Firm

1115 Preparing for Business Litigation 5 hr

bull Plan before litigation starts

bull Preservation orders

bull Secure the attorney client privilege

bull Key contract provisions

bull Key insurance coverages

John E Tschirhart Houston ATP Oil amp Gas Corporation

1145 Break - Lunch Provided

TexasBarCLE presents the 10th Annual

Cosponsored by the Business Law Section of the State Bar of Texas

live Houston November 1-2 2012Crowne Plaza River Oaks

Register by October 18 2012 and save $50

Business Law Section members can save $75

TBcLEbizlaw

135 HOURS (175 ETHICS)MCLE COURSE NO 901249832Applies to the College of the State Bar of Texas and to the Texas Board of Legal Specialization in Civil Trial Law

CPE CREDITWe have registered with the Texas State Board of Public Accountancy as a CPE sponsor This registration does not constitute an endorsement by the Board as to the quality of our program

Purpose and ScopeJoin us to learn more about important recent developments and current topics affecting

business and banking attorneys litigation attorneys handling business cases and

general practitioners Much of the discussion will focus on enterprise risk management

new regulatory powers and examiners affecting financial institutions dispute resolution

and preparation for investigations and adversarial proceedings tax costs and tax and

other available benefits that business attorneys need to know merger and acquisition

developments and a new day for securities public and private offerings and methods of

raising capital There will also be drafting tips best practices for audit response letters

and tips on mobile computing for attorneys


TexasBarCLE Advanced Courses are sponsored by LexisNexis a division of Reed Elsevier Inc

32

1200 Luncheon Presentation Attorney Client Privilege 75 hr ethics

bull Which state laws determine what the attorney client privilege is

bull Electronic communication

bull What is it and how do you manage it

bull Recent case law - multijurisdictional issues

Mike Godfrey College Station Texas AampM University

1245 Break

100 Foreign Corrupt Practices Act ndash Is the Cover-up Worse than the Crime 1 hr

bull Lessons learned from development in recent FCPA cases

bull New emerging issues in FCPA enforcement

Weston C Loegering Dallas Jones Day

Vidal G Martinez Houston Martinez Partners

William B Mateja Dallas Fish amp Richardson

200 Dangerous Liaisons 5 hr

bull Harassment policies for the 21st Century

bull Nepotism and Dating Policies When it becomes everybodyrsquos business

bull Use of Corporate Resources When expense accounts become very expensive

bull Reporting Mechanisms Hotlines and Training

W Gary Fowler Dallas Jackson Walker

230 Privacy 75 hr

Brian L Hensbaugh Chicago IL Baker amp McKenzie

315 Break

330 Provisions of Agreements 1 hr

bull Practical considerations in choice of dispute resolution mechanisms

bull Drafting considerations in arbitration clauses

Brent A Benoit Houston Locke Lord

Akash D Sethi Dallas Patton Boggs

Bradley L Whitlock Dallas Scheef amp Stone

430 Cyber-Security (Enterprise Risk Management) 5 hr

bull How likely is an attack Breach of protected data

bull Best practices for breach prevention

bull Potential costs of a breach occurrencecompliance obligations

Stephanie L Chandler San Antonio Jackson Walker

500 Adjourn

Friday 625 hours including 1 ethics

815 Coffee amp Pastries Provided

840 Announcements

845 Audit Response Letters 5 hr ethics

bull What should audit letters do

bull Recurring problems in audit requests

bull Best practices in processing and crafting audit responses

Jeff Dodd Houston Andrews Kurth

915 Merger amp Acquisition Trends 75 hr

Experienced M amp A practitioners will give their take on whatrsquos trending in todayrsquos deal world Armed with both empirical data and anecdotal experience these speakers will provide you with todayrsquos deal ldquolikesrdquo and ldquodislikesrdquo

Wilson Chu Dallas K amp L Gates

Larry E Glasgow Dallas Gardere Wynne Sewell

1000 Break

1015 A New Day for Securities Practice JOBS Act 1 hr

This presentation will discuss the new JOBS Act which was enacted by Congress to ease regulatory burdens associated with capital raising by smaller companies The provisions of the JOBS Act relate to both private and public offerings

John R Fahy Fort Worth Whitaker Chalk Swindle amp Schwartz

Alex Frutos Dallas Jackson Walker

1115 Hot Topics in Employment Law 5 hr

bull Non-Competition Covenants

bull EEOC DOL and NLRB Update

bull Avoiding employment laws claims

Vianei Lopez Braun Houston Buck Keenan


1200 Luncheon Presentation Mobile Computing for Attorneys - (60 Apps in 60 Minutes) 1 hr (5 ethics)

Ronald L Chichester Tomball Ronald Chichester PC

100 Break

115 Powers of the New Consumer Financial Protection Bureau and Federal Trade Commission ndash Profiling the New Examiners 1 hr

F John Podvin Jr Dallas Of Counsel Haynes amp Boone

J Scott Sheehan Houston Greenberg Traurig

215 Texas Margin Tax 5 hr

Steven D Moore Austin Jackson Walker

245 50 Discount on Income Tax (Using DISCs) 5 hr

bull What are the tax benefits of using an IC DISC

bull What is an IC DISC

bull What is qualifying export property

bull What are the limitations on the use of an IC DISC

Philippe Simoens Houston Weaver

Dan Snyder Fort Worth Weaver

315 Money Laundering for Banking and Borrowing Attorneys 5 hr

bull Renewed interest in Bank Secrecy Act

bull How BSAAML requirements affect the financial institution and the customer

bull Topics covered BSAAML programs customer due diligence suspicious activity reports currency transaction reports and more

Karen M Neeley Austin Of Counsel Cox Smith Matthews Incorporated

345 Adjourn


4

TexasBarCLEcom fyi

Ways to Save on This Course

Course DirectorDavid R Keyes Austin

Planning CommitteeVianei Lopez Braun HoustonRonald L Chichester TomballByron F Egan DallasLuis G Garcia TempleIrene Kosturakis HoustonProf Elizabeth S Miller WacoF John Podvin Jr DallasJ Scott Sheehan HoustonCassie B Stinson HoustonStephen C Tarry HoustonJohn Earl Tschirhart HoustonRichard A Tulli DallasBradley L Whitlock Dallas

TexasBarCLE Planning TeamKandi Botello Program PlannerJillison Hicks Program CoordinatorHeather Armstrong Program Coordinator Asst

Business Law Section of the State Bar of TexasGregory R Samuel ChairDavid R Keyes Chair-ElectRonald L Chichester Vice-ChairRyan R Cox SecretaryTreasurerDavid E Harrell Jr Immediate Past-Chair

State Bar of TexasBuck FilesPresidentFrank E Stevenson II Chair of the BoardLisa M Tatum President-ElectBob Black Immediate Past PresidentCE Rhodes TYLA PresidentDeborah Bullion Chair CLE CommitteeSylvia Cardona Chair Board PDP CommitteeMichelle E Hunter Executive DirectorPatrick A Nester Director TexasBarCLE

Reserve Your Hotel Room by october 18Hotel rooms have been blocked at special rates on a space available basis To make a reservation contact the hotel and indicate that you will be attending this State Bar of Texas course

HousTon Livecrowne plaza River oaks2712 Southwest FreewayHouston TX 77098(713) 523-8448$115 singledoubleDeadline October 18

The reserved block of rooms may fill up before the deadline Act now

Register by october 18 2012 and save $50 because early registrations help us ensure that sufficient course books seating and refreshments are available Course materials and seating will be reserved for preregistrants until the start of the first topic

Business Law section Members can save $75by registering by October 18th (thereafter save $25) Not a member To join e-mail sectionstexasbarcom or phone 800-204-2222 x1425 Please do not send Section membership payment with your registration fee

Earn Discounts by Registering Five or Morefrom your firm or agency Contact Firm amp Group Sales Manager Laura Angle of TexasBarSolutions at 512-250-5575 or lauraangletexasbarcom

need Financial Assistance to AttendTexasBarCLE makes a limited number of scholarships available for attendance at live courses and selected video replays of live courses To apply for a scholarship or to learn more call Mon-Fri 8am-5pm CT to Sara at 800-204-2222 x1490 Please apply at least four weeks prior to the event

Active state and Texas-Area Federal Judges and Their court staff Attorneys May Attend for Free provided(1) the course directly relates to the judgersquos tribunalrsquos jurisdiction (2) the judge is a full-time judge or retired under the Texas Judicial Retirement System and (3) space is available for all paying registrants This privilege does not extend to receivers trustees other court staff or persons serving part-time in a judicial capacity Actual attendance is required in order to receive course materials

parking Information is subject to change without notice and is not a guarantee of available space HOUSTON Self-parking at the Crowne Plaza is complimentary please see State Bar staff onsite for a voucher or validation ticket

If You need special Accommodations to Attendplease contact us as soon as possible at 800-204-2222 x1797

Registered But canrsquot Attend still Earn McLE creditand receive course materials by taking the course online later in which case yoursquoll automatically be sent the course materials see ldquoFREE TO OUR REGISTRANTSrdquo below If you wish a refund instead mail or fax (512-427-4443) your request so that we receive it at least one business day before the program

FREE TO OUR REGISTRANTSonline Videos and Mp3s of the Topics as Well as pDFs of course Materialswill be available to registrants 6-8 weeks after the course Provide your e-mail address when preregistering to be notified when and how these benefits may be accessed (Note Presentation lengths may vary from that which was advertised) Therersquos no extra charge as a registrant yoursquore already entitled

Interested in sponsoring or Exhibiting at This course or othersContact Kanice Spears at 512-427-1404 or kanicespearstexasbarcom

Tweet About This course Include hashtag TBcLEbizlaw

policy of Impartiality The State Bar of Texas does not endorse political candidates When a candidate for public office is included in promotion for or participates in a TexasBarCLE event the State Bar is not taking a position for or against anyonersquos candidacy

2

4

3

5

1

Registration Form W A Y S T O R E G I S T E R

6

PDFs of course materials will be available for purchase 6-8 weeks after the course in the Online Library at TexasBarCLEcom Registrants receive access to the PDFs at no additional charge (see ldquoFree to Our Registrantsrdquo on p 4)daggerPlus 825 sales tax on total Please include sales tax or attach an exemption certificate Book and USB orders are shipped separately and filled 4-6 weeks after the live program A bill will be sent unless a credit card charge is authorized on this form

QuEsTIons 800-204-2222 x1574 bull 512-427-1574

Advanced Business Law Course [8155]

q Houston LIVE November 1-2 $695 Take $50 oFF Register by October 18 2012

Registration includesbull Coffee amp pastries each morning bull Lunch on both days bull Complimentary parking bull Complimentary wireless signal in the meeting room

I may attend complimentary becauseI am q a qualifying judge or q court staff attorney (see p 4)

q I am a State Bar College Gold Member (Questions Visit texasbarcollegecom)

My total is $_____________ I am paying by

q Check (enclosed) payable to the State Bar of Texas for $__________

q Visa q MasterCard q AMEX q Discover

PLEASE PRINT LEGIBLY Account No _____________________________ Exp Date _______

Name on card (Please print) ________________________________________________________

Signature _______________________________________________________________________

State Bar Membership No ___ ___ ___ ___ ___ ___ ___ ___

Registrant Name _________________________________________________________________

Firm NameCourt ________________________________________________________________

Address for Bar-Related Mail _______________________________________________________

CityState ____________________________________ Zip _______________________________

Phone ( ) ___________________________ Fax ( ) _____________________________

E-Mail __________________________________________________________________________A confirmation of your registration will be sent to the e-mail address you provide

Advanced Business Law Course 8155Save up to $75

I want my course materials format to beq Electronic materials (PDFs on a USB drive)q Hard-copy materials (notebook) q BOTH so Irsquoll ADD $80

I canrsquot attend Just send course materials FREE shipping amp HandlingAdvanced Course q Book q USB drive $155 eachdagger

Irsquom entitled to 1 or 2 discountsq $50 oFF because Irsquom registering by October 18 (If by mail

date of postmark will be determinative)

$25 oFF because (choose 1 box only) Irsquom a member of the q Business Law Section q State Bar College Classic or Silver Membershipq Legal Administrators or Paralegal Division OR q I am licensed 2 years or less

For information on audio CDs of course topics contact our DVD CLE service at 800-204-2222 x1575 MP3 files of the topics will be download-able from TexasBarCLEcom 6-8 weeks after the course

onlineTexasBarCLEcomcredit card only

phone800-204-2222 x1574during business hourscredit card only

Fax512-427-4443credit card only

MailState Bar of Texas - CLELB 972298P O Box 972298Dallas TX 75397-2298check or credit card

Registeringfive or moreE-mail Laura Angle at lauraangletexasbarcom for group discount information

State Bar of TexasPO Box 12487Austin TX 78711-2487

NON PROFIT ORGANIZATION

US POSTAGEPAID

PERMIT NO 1804AUSTIN TEXAS

6

Members receive a quarterly newsletter

and emails on hot topics for business

lawyers as well as a subscription to the Texas

Journal of Business Law published by the

Section in conjunction with the South Texas

College of Law to track current developments

in commercial law in Texas

The Section is also active in projects to

monitor or develop changes in laws affecting

business organizations and non-profits

including the Business Organizations Code

the Uniform Commercial Code and state

securities laws

The Sectionrsquos website features links form

documents and other members-only

benefits Finally the Section cosponsors

business law-related CLE programs offering

its members free or discounted registration

Attorneys in their first year of licensure and

law students enjoy free membership Get

involved

Join The

Business Law Section

Members receive the

Texas Journal of Business Law

One of the largest State Bar sections the Business Law Section attracts over 4000 members from amongst solo practitioners all sizes of firms and corporate legal departments

To join visit wwwtexasbusinesslaworg

10th Annual Advanced Business Law CourseLIVE November 1-2 2012 Houston


McLE cREDIT

32

Thursday 725 hours including 75 ethics

800 Registration Coffee amp Pastries Provided

840 Welcoming Remarks

Course Director David R Keyes Austin Kelly Hart amp Hallman

845 Oppression of Minority Shareholders 75 hr

bull Elements of minority shareholder oppression claim under Texas law

bull Business Judgment Rule application

bull Where Texas courts stand on the oppression doctrine latest Texas case law

bull Plaintiffrsquos and defendantrsquos perspectives

Ladd Hirsch Dallas Diamond McCarthy

Prof Elizabeth S Miller Waco Baylor University School of Law

930 The (Suprisingly Complex) Art of Drafting Arbitration Clauses 75 hr

bull Drafting an enforceable clause

David E Harrell Jr Houston Locke Lord

Ann Ryan Robertson Houston Locke Lord

1015 Break

1030 Legal Aspects of Relocating or Expanding Businesses into Texas 75 hr

bull What are the risks in economic development policies and programs

bull The decision process whether to relocate or expand in new location and counselrsquos role

bull The Texas approach to economic development

bull Doing business under the incentive agreement

bull Penalties and claw-backs

Robert G Converse IV Austin Of Counsel Fulbright amp Jaworski

John Pike Powers IV Austin The Pike Powers Group LLC

Cassie Stinson Houston CB Stinson Law Firm

1115 Preparing for Business Litigation 5 hr

bull Plan before litigation starts

bull Preservation orders

bull Secure the attorney client privilege

bull Key contract provisions

bull Key insurance coverages

John E Tschirhart Houston ATP Oil amp Gas Corporation


TexasBarCLE presents the 10th Annual

Cosponsored by the Business Law Section of the State Bar of Texas

live Houston November 1-2 2012Crowne Plaza River Oaks

Register by October 18 2012 and save $50

Business Law Section members can save $75

TBcLEbizlaw

135 HOURS (175 ETHICS)MCLE COURSE NO 901249832Applies to the College of the State Bar of Texas and to the Texas Board of Legal Specialization in Civil Trial Law

CPE CREDITWe have registered with the Texas State Board of Public Accountancy as a CPE sponsor This registration does not constitute an endorsement by the Board as to the quality of our program

Purpose and ScopeJoin us to learn more about important recent developments and current topics affecting

business and banking attorneys litigation attorneys handling business cases and

general practitioners Much of the discussion will focus on enterprise risk management

new regulatory powers and examiners affecting financial institutions dispute resolution

and preparation for investigations and adversarial proceedings tax costs and tax and

other available benefits that business attorneys need to know merger and acquisition

developments and a new day for securities public and private offerings and methods of

raising capital There will also be drafting tips best practices for audit response letters

and tips on mobile computing for attorneys



32







1245 Break













230 Privacy 75 hr


315 Break












500 Adjourn



840 Announcements










1000 Break













100 Break


















345 Adjourn


4

TexasBarCLEcom fyi






















2

4

3

5

1


6


QuEsTIons 800-204-2222 x1574 bull 512-427-1574











Signature _______________________________________________________________________


Registrant Name _________________________________________________________________

Firm NameCourt ________________________________________________________________


CityState ____________________________________ Zip _______________________________

Phone ( ) ___________________________ Fax ( ) _____________________________
















US POSTAGEPAID


6













securities laws








involved

Join The


Members receive the






32







1245 Break













230 Privacy 75 hr


315 Break












500 Adjourn



840 Announcements










1000 Break













100 Break


















345 Adjourn


4

TexasBarCLEcom fyi






















2

4

3

5

1


6


QuEsTIons 800-204-2222 x1574 bull 512-427-1574











Signature _______________________________________________________________________


Registrant Name _________________________________________________________________

Firm NameCourt ________________________________________________________________


CityState ____________________________________ Zip _______________________________

Phone ( ) ___________________________ Fax ( ) _____________________________
















US POSTAGEPAID


6













securities laws








involved

Join The


Members receive the






4

TexasBarCLEcom fyi






















2

4

3

5

1


6


QuEsTIons 800-204-2222 x1574 bull 512-427-1574











Signature _______________________________________________________________________


Registrant Name _________________________________________________________________

Firm NameCourt ________________________________________________________________


CityState ____________________________________ Zip _______________________________

Phone ( ) ___________________________ Fax ( ) _____________________________
















US POSTAGEPAID


6













securities laws








involved

Join The


Members receive the






2

4

3

5

1


6


QuEsTIons 800-204-2222 x1574 bull 512-427-1574











Signature _______________________________________________________________________


Registrant Name _________________________________________________________________

Firm NameCourt ________________________________________________________________


CityState ____________________________________ Zip _______________________________

Phone ( ) ___________________________ Fax ( ) _____________________________
















US POSTAGEPAID


6













securities laws








involved

Join The


Members receive the








US POSTAGEPAID


6













securities laws








involved

Join The


Members receive the






Documents

10th Annual Advanced Business Law Course