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Business Law Institute 2021 - Day One

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Are We a Business or a Profession—Or Will It Make A Difference With Alternate Business Structures
and the Like? (Ethics)

This one‐hour ethics presentation will address how the rules of professional conduct and national and state advisory opinions address national trends to modernize the practice of law. Topics to be discussed include non‐lawyer ownership in law firms and other alternative business structures, unauthorized practice of law by licensed out‐of‐state lawyers, attorney advertising rules and misconduct in the practice of law.

  • Investment Structures for Lawyers and Non‐Lawyers
    • Formal Opinion 499 (Passive Investment in Alternative Business Structures)
    • Attorneys investing in non‐lawyer businesses
    • Non‐lawyers owning law firms
    • ABS generally, including developments and approaches in the Western Conference.
  • Unauthorized Practice of Law by Licensed Out‐of‐State Lawyers
    • ABA Formal Opinion 495
    • PBA and Philadelphia Bar Ass’n Joint Formal Opinion 2021‐100 (Ethical Considerations
      for Lawyers Practicing Law from Physical Locations Where They are Not Licensed)
    • Delaware State Bar Association 2021‐1
    • New Jersey Joint Opinion on Remote Work 10‐6‐21
    • Is there still a need for Rule 5.5 in light of modern practice?
  • Attorney Advertising
    • Modernization of Model Rules in 2018
    • National impact
    • Proposed amendments in PA
  • Misconduct
    • Sanctions proceedings in post‐election cases; controversial political representations and
      the potential client and internal repercussions of inadequate client vetting
    • Developments relating to Rule 8.4(g) in light of national conversation about harassment
      and discrimination.

Trends in Securities Litigation

This annual update reviews headline‐making cases and trends that are shaping our capital and financial markets. With more than half of all public companies choosing Delaware as their state of incorporation, the session kicks off with recent decisions from Delaware’s Supreme Court.

Delaware Supreme Court Updates

  • Manti Holdings, LLC v. Authentix Acquisition Company, Inc.
  • United Food and Commercial Workers v. Zuckerberg
  • Brookfield Asset Mgmt., Inc. v. Rosson
  • AmerisourceBergen Corp. v. Lebanon Cty Emps.’ Ret. Fund

Trends in Litigation

  • SPAC Filings
  • 1933 Act cases in state courts
  • Incorporating Exclusive Federal Forum Provisions

Restrictive Covenants, No‐Poach Law

In July 2021, President Biden signed a sweeping executive order to promote more competition in the American economy. Among other things, this order encourages the FTC to ban or limit non‐compete agreements. How is this impacting Pennsylvania employment practices?

This panel delves into this timely topic, first with an overview of restrictive covenants and no‐poach agreements, then with a micro and macro study of how Pennsylvania and other states are addressing restrictive covenants and non‐competes under the new federal guidelines.

  • Purpose of restrictive covenants in employment agreements
  • Types of Restrictive Covenants
  • What are “no poach” agreements?
  • Other protections for employers, including the Federal Defend Trade Secrets Act, state statutory
    trade secret protections and common law protections
  • Federal status of non‐competes
  • State law updates on restrictive covenants/non‐competes
  • No‐poach agreements

2021 Employment & Labor Law Update with 2022 Forecast

This 360‐rewind in employment law focuses on:

  • COVID‐19 and The Great Resignation
  • The Biden Labor Agenda
  • 2021 in review: The Supreme Court and administrative agencies and regulatory developments
  • Covid‐19 Vaccination Mandates
    • OSHA Emergency Temporary Standard
    • Federal Contractor Safety Protocols
    • CMS Health Care Employees Vax Requirements
  • 2022 Forecast, including:
    • Enforcement activity
    • More family‐friendly legislation
    • More OSHA rulemaking and enforcement
    • More private litigation
    • More COVID‐related issues

Avoiding and Overcoming the “OOPS!”: Practical Solutions for Common Governance Errors in Closely
Held Businesses

The owners of closely‐held businesses are frequently limited in number and tied together by family bonds, professional collaboration, or years of continuous work together. One or more of such owners also typically serve as members of the management of the closely‐held business. Although many benefits arise from an arrangement of this type, the close ties, long‐standing relationships, and dual roles that are oftentimes present in a closely‐held entity regularly result in a failure to fully comply with the legal requirements applicable to the governance of the entity.

This presentation will identify several governance errors that are commonly made in closely‐held businesses. The presenters will also describe certain steps that can be taken to avoid or to remedy these governance mistakes in a practical manner. Finally, the presentation will explain how advance planning with clients can promote better compliance with the applicable governance rules for a closely held business entity.

Co-sponsored with the PBA Business Law Section and In-House Counsel Committee .  Not a member? Join today!

Recorded on Day One of the Business Law Institute in November 2021.

Practice Areas


Ronald N. Brown III, Esq. DLA Piper LLP US (DE)
Louis L. Chodoff Esq. Ballard Spahr LLP (NJ)
Timothy A. Hoy Esq. Mette, Evans & Woodside
Tara L. Humma Esq. Ballard Spahr LLP (NJ)
John William Kauffman Esq. Duane Morris LLP (Phila)
Laura Hughes McNally Esq. Morgan, Lewis & Bockius LLP (Phila)
Lee S. Piatt Esq. Rosenn Jenkins & Greenwald LLP
John L. Reed Esq. DLA Piper LLP US (DE)
Abraham C. Reich Esq. Fox Rothschild LLP (Phila)
Paul T. Rushton Esq. Rosenn Jenkins & Greenwald LLP
Marc J. Sonnenfeld Esq. Morgan, Lewis & Bockius LLP (Phila)
Catherine E. Walters Esq. Bybel Rutledge LLP
Thomas G. Wilkinson Jr., Esq. Cozen O'Connor (Phila)
Deborah A. Winokur Esq. Cozen O'Connor (Phila)
Faculty may vary by location.
PBI reserves the right to substitute speakers at all programs.
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