Critical Updates in Connecticut Business Law – A02


Business Law Track
Business Law Section

Session A: 9:00 a.m. – 10:30 a.m.

Get updates on recent legislative changes that may impact your clients. Learn what you need to know to keep your legal skills current.

You will learn:

  • About legislation under consideration in Connecticut regarding Benefit LLC’s
  • About proposed amendments to the Connecticut Business Corporation Act
  • About the recently updated Connecticut Limited Liability Company Act

Speakers:

Marcel J. BerniBernierer, Murtha Cullina LLP, Hartford

Mr. Bernier is the Chair of the firm’s Corporate Practice Group, the Co-Chair of the firm’s Privately Owned Business Group, a member of the Health Care Group and a member of the Trusts and Estates Department.

Mr. Bernier has practiced corporate, limited liability company and tax law for over thirty years. He serves as general counsel to many businesses and provides advice with respect to structuring new business entities, acquisitions, sales, mergers, reorganizations, deferred compensation, phantom equity plans, buy-sell agreements and business succession planning. He has drafted over 100 operating agreements, over 100 employment agreements and over 100 buy-sell agreements. He has completed hundreds of business purchase and sale transactions. His accounting and tax background are helpful in structuring and negotiating business transactions.

Mr. Bernier represents many family businesses with respect to general business matters and business succession planning. He is the author of “Preserving Your Business for the Next Generation,” Chapter 3 of The ABA Practical Guide to Estate Planning, published by the ABA, 2011.

He represents many professional firms, including medical, engineering and law practices with respect to practice acquisitions and sales, the admission and the retirement of partners, employment agreements, operating agreements, buy-sell agreements and practice succession planning.

Mr. Bernier advises high net worth clients with respect to estate planning, minimizing federal estate taxes and probate administration matters.

He majored in accounting at Florida State University, received his law degree from the University of Connecticut School of Law and received a Masters of Laws degree in Taxation from the Boston University Graduate Tax Program.

Mr. Bernier is a Co-Chair of the Connecticut Bar Association Committee which drafted the new Connecticut Uniform Limited Liability Company Act and is a Co-Chair of the Connecticut Bar Association Committee which drafted the new Benefit Limited Liability Company Act. (Click here to view his testimony supporting the Connecticut Uniform LLC Act).  Marcel was a member of the Connecticut Bar Association Subcommittees which drafted the current Connecticut Limited Liability Company Act and the Connecticut Entity Transactions Act. He is also a member of the Business Law Section Executive Committee, a Co-Chair of the LLC Committee of the Business Law Section and a member of the Tax Section Executive Committee

Brian W. Fischer, Murtha Cullina LLP, Delaware

Attorney Fisher is a member of the Business & Finance Department of Murtha Cullina LLP, counsels corporations, limited liability companies, partnerships, officers, directors, board committees and stockholders in connection with a wide variety of transactional and advisory matters, including mergers and acquisitions, divestitures, recapitalizations, corporate finance issues, proxy contests, stockholder meetings and corporate governance issues. Brian practices in the areas of mergers and acquisitions, private equity, emerging companies and venture capital investments, banking and securities law.

Brian has represented buyers and sellers in a variety of merger and acquisition transactions involving local, national and international businesses with small, medium and large market caps and has advised directors and officers with respect to their fiduciary obligations under state corporate laws. In the private equity and venture capital area, Brian has represented both companies and investors in debt and equity offerings, and has provided both pre and post-investment general corporate law guidance to emerging growth companies. In the banking area, Brian has advised banking organizations and their boards of directors on an array of corporate, regulatory, governance and transactional matters. In the securities area, Brian has advised both privately and publicly-held companies with respect to the issuance of securities, including initial and secondary public offerings and shelf registrations, periodic SEC reporting matters and stock exchange listing standards.

While at University of Miami School of Law, Brian was an Associate Editor of the University of Miami Law Review. At Boston University School of Law Brian was a member of the Review of Banking & Financial Law and was the recipient of the Dennis S. Aronowitz Prize for Academic Excellence in Banking and Financial Law.

Brian W. Fischer is admitted to practice law in Delaware and anticipates Connecticut admission in 2017.

 

David A Menard, Murtha Cullina LLP, Hartford

Mr. Menard is a Partner in the Corporate Law Practice Group and is the Chair of the Firm’s Entrepreneur Group.  He represents clients in the areas of private equity, emerging growth companies, venture capital investments, mergers and acquisitions, licensing and commercial agreements, trademarks, copyrights and securities law.  In the private equity and venture capital area, David has represented both companies and investors in debt and equity offerings, and has provided both pre and post-investment general corporate law guidance to emerging growth companies in various industries, including high tech, software, bio-science, manufacturing, audio and video, retail, steel and solar energy. In addition to equity financings, David advises clients on a variety of business matters throughout their life cycle, including formation, supply and sales channel contracts (such as U.S. and foreign manufacturing, distribution and sales arrangements, software and technology licensing, trademarks and branding, and equity compensation arrangements).

David has represented clients in a variety of merger and acquisition transactions involving both local and international businesses with small, medium and large market caps. David regularly works with the Firm’s Health Care Practice Group on transactional matters, and has advised hospitals, physician practices and health care industry associations on a variety of business law matters. In the securities area, David advises both privately and publicly-held companies with respect to the issuance of securities, including initial and secondary public offerings and shelf registrations, periodic SEC reporting matters, stock exchange listing standards, and ongoing securities regulatory matters.

In addition to his law practice, David serves as a mentor to entrepreneurs throughout Connecticut by mentoring in entrepreneur programs at reSET in Hartford CT, the University of Connecticut, Bridgeport University, the Community Economic Development Fund and elsewhere.  He is a member of the Board of Directors of the Social Enterprise Trust and the Connecticut chapter of Conscious Capitalism.  David also serves as co-chair of the Connecticut Bar Association’s committee to draft Benefit Limited Liability Company legislation for Connecticut.  Finally, David is also a co-host of the CTSTARTUP podcast, which shines a spotlight on entrepreneurs and growth companies in Connecticut

 

Edward B. Whittemore, Murtha Cullina, Hartford

Attorney Whittemore advises public, private, emerging and nonstock/non-profit businesses on a broad range of corporate, securities and governance matters with a focus on general corporate law, registered and exempt securities offerings, SEC compliance representation, mergers and acquisitions, and corporate finance. Ted has represented issuers and investors in public and private offerings of debt and equity securities and has advised securities professionals (broker-dealers, investment advisers, and their personnel) on registration, reporting and other regulatory and compliance matters. He advises public companies with their ongoing regulatory matters, including periodic reporting with the SEC, corporate disclosure and finance, stock exchange listing compliance, short-swing and insider trading matters, proxy regulation and deregistration issues.

Ted has represented both buyers and sellers in merger, acquisition and divestiture transactions and has advised directors and officers with respect to their fiduciary obligations under state corporate laws. He also advises clients with respect to the formation, management and on-going operations of privately-held and nonstock/non-profit business entities. Ted has authored or co-authored a number of publications on issues including state corporate laws, SEC regulations, insider trading, securities offerings, financial privacy, and electronic financial services

 

CLE Credit: 1.5 Hours