Jacksonville Bar Association

Marshall M. Criser, Jr. Transactional Law CLE – Walk-Ins Welcome

November 4, 2016 – 10:30 a.m. to 3:30 p.m.

Wells Fargo Center

4.0 General CLER including 1.0 Ethics Hr. has been applied for by The Florida Bar

Register your attendance today at www.jaxbar.org.


10:15 am – 10:30 am     Registration and Check-In

10:30 am – 11:30 am     Brunch

Brunch Sponsored by Heritage Capital Group, Inc.

11:00 am – 11:20 am            Sponsor Presentation

11:20 am – 11:30 am     Welcome & Opening Remarks   (10 Minutes)

Co-Chairs of the Transactional Law Section:

Kathy Hartland (TFB#96245), Florida Coastal School of Law
Laurie M. Lee (TFB # 668257), Elevate Business + Technology Law

11:30 am – 12:20 pm     Intellectual Property Update   (50 Minutes)

  • Tips and Trends in Trademarks and Copyright; DMCA Developments; Developments in Right of Publicity, Katharine Rowe (TFB#165697), Smith, Gambrell & Russell, LLP
  • Intellectual Property and Social Media, Richard Rivera (TFB#108251), Smith, Gambrell & Russell, LLP
  • Domain Names and Cybersquatting, Jonathon Pressley (TFB#84579), Smith, Gambrell & Russell, LLP
  • Music and Copyright; New Developments in Patent Law, Carolyn Herman (TFB#976563), Smith, Gambrell & Russell, LLP

12:20 pm – 12:35 pm     Break   (15 Minutes)

12:35 pm – 1:00 pm       Crowdfunding: A Crowded Web of Regulations   (25 Minutes)

         Michael B. Kirwan (TFB#765244), Foley & Lardner, LLP 

This presentation will provide participants with key considerations regarding crowdfunding offerings under both Regulation CF and Florida crowdfunding laws. Startups and small businesses are permitted to issue securities to non-accredited investors through online intermediaries, also referred to as “funding portals”, pursuant to new Section 4(a)(6) of the Securities Act of 1933.  To participate in such securities-based crowdfunding offerings, the issuer does not need to register the securities with the Securities and Exchange Commission, but must comply with Regulation Crowdfunding (“Regulation CF”).  While an issuer relying on Regulation CF is not limited to accredited investors, Regulation CF contains a host of other restrictions, which are designed to balance the ease of raising capital with protecting the interests of investors. Some states, such as Florida, have promulgated state crowdfunding rules which can be used in narrow instances where a predominantly in-state business is offering securities only to residents of that state.

1:00 pm – 1:25 pm         Small Businesses as an Underserved Community   (25 Minutes)

Laurie M. Lee (TFB#668257), Elevate Business + Technology Law

In 2016, small businesses make up 98.9% of all Florida businesses.  Yet in recent years, statistics have been consistently showing that less than fifteen percent of small businesses are seeking the advice of an attorney.  This presentation will be a facilitated discussion on how we can reach this underserved community and how the changes in the legal profession are changing our business models.  The discussion will cover such topics as DIY resources, automation, LegalZoom-like services and other non-attorney “in-person” legal services.

1:25 pm – 1:40 pm         Break   (15 Minutes)

1:40 pm – 2:30 pm         Ethics for Transactional Practice   (50 Minutes)

Kathy Hartland (TFB#96245), Florida Coastal School of Law

          H. Timothy Gillis (TFB#133876), Gillis Way & Campbell

This presentation will review ethical and professional issues common in transactional practice, such as determination of who is the client when representing and forming, legal entities; confidentiality requirements; potential responsibility for a client’s actions; conflicts of interest; ethics in negotiation; and ethical and professional communication.

2:30 pm – 3:20 pm         Social Purpose Corporations, Benefit Corporations and other Recent Developments Regarding Florida Business Entities   (50 Minutes)

Gardner F. Davis (TFB#471712), Foley & Lardner, LLP

An overview of the two new forms of Florida corporate enterprise, the Social Purpose Corporation (Fla. Stat 607.501-513) and the Benefit Corporation (Fla. Stat 607.601-613), both of which allow entrepreneurs and investors to pursue significant societal benefits as part of the business mission that may not satisfy the traditional corporate fiduciary duty of profit maximization and historical prohibition against corporate waste.  The presentation will also include discussion of other recent developments regarding Florida business entities, including the status of the Florida Bar Business Law Section’s ongoing work on major revisions to the Florida Business Corporation Act.

3:20 pm – 3:30 pm         Closing Remarks

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