Total Credits: 3.25 CLE, 0.75 Ethics
This seminar will cover the following topics:
Chair:
Scott DeWald, Lewis Roca
Faculty:
May Lu, Tiffany & Bosco PA
Lynda Shely, The Shely Firm PC
Jim O'Sullivan, Tiffany & Bosco PA
Charles Wilhoite, CPA, Willamette Management Associates
| Manual-Business Divorce and Dissociation (4 MB) | 171 Pages | Available after Purchase |
is partner at the law firm of Lewis Roca in Phoenix, Arizona. Scott primarily practices in the area of LLCs, corporations, mergers & acquisitions, finance and lending (including auto and receivables financing), UCC, contracts, nonprofit and university organizations, legal opinions, and benefit corporations. Scott was born in Phoenix, educated at Yale and at University of Chicago law and business schools, and has been the Chair of the Business Law Section of the State Bar of Arizona and its legislative committee, which included drafting the Arizona LLC Act, Arizona benefit corporation laws, and revisions to the Arizona corporation and partnership laws.
Lynda C. Shely of The Shely Firm, PC, Scottsdale, Arizona, provides legal ethics and regulatory advice to lawyers and law firms. Prior to opening her own firm, she was the Director of Lawyer Ethics for the State Bar of Arizona. Prior to moving to Arizona, Lynda was an attorney with Morgan, Lewis & Bockius in Washington, DC. Lynda is chair of the ABA Standing Committee on Ethics and Professional Responsibility, an Arizona Delegate in the ABA House of Delegates, and volunteers with several other nonbillable groups involved in legal ethics matters, including as a member of the Arizona Supreme Court's Alternative Business Structures Committee. She is a past president of the Association of Professional Responsibility Lawyers and the Scottsdale Bar Association and has been an adjunct professor at all Arizona law schools, teaching professional responsibility. Lynda received her BA from Franklin & Marshall College in Lancaster, PA and her JD from Catholic University in Washington, DC. She has received several awards for her contributions to the profession including most recently the 2022 Maricopa County Bar Association Member of the Year Award.
has guided businesses and their owners for over 30 years through their most important stages: from business formation to succession planning and sale transactions, including negotiating and preparing agreements to strategically grow and protect the business, as well as resolving disputes among the owners. Working closely with business owners and collaborating with their other trusted advisors, Jim provides practical, experience-tested solutions in meeting their toughest legal challenges and seizing valuable business opportunities. In addition to calling on Jim for day-to-day legal advice, Jim's clients rely on him for his effective legal skill in: Succession planning for family businesses and other private companies; Business sales and purchases ("M&A"), joint ventures and recapitalization strategies; Management and buy/sell agreements among owners; "Business divorce" among owners and related fiduciary duties; Formation of LLCs and corporations; Negotiating, drafting and analyzing contracts with customers and vendors; Regulatory compliance with business growth programs sponsored by the Small Business Administration and other federal, state and local agencies. In addition to his strong reputation for advising businesses in general, Jim is also widely known for his experience in representing professional service entities, including medical, legal and accounting firms. Jim's commitment to bringing high quality cost-effective advice to entrepreneurs led him to create and chair "Honey, I Shrunk the Documents," a 2017 seminar co-sponsored by the State Bar of Arizona, the Arizona Society of CPAs (ASCPA), and the Alliance of Merger & Acquisition Advisors (AM&AA). Jim is a member of the American Bar Association's Mergers & Acquisitions and Middle Market and Small Business Committees and is actively serving on their Joint Task Force to create a short-form agreement for sales of privately owned businesses. He also received the 2016 Champions Award from the M&A Source and is a member of the AM&AA. Listed since 2013 in The Best Lawyers in America, Jim was recently named the 2022 Lawyer of the Year for Closely Held Companies and Family Business Law in Phoenix, Arizona. Jim was one of the drafters of the revised Arizona corporate statutes and is a co-author of Arizona Corporate Practice, a two-volume treatise for attorneys that has continued in publication by Thomson Reuters for over 20 years. Jim is very involved in the Arizona business and professional community. He received the State Bar of Arizona's 2019 Diversity and Inclusion Leadership Award and 2013 Continuing Education Award. Jim serves on the Arizona Bar's Mentoring Committee and is the Chairperson of the Arizona Bar Leadership Institute Selection Committee. He earned his law degree from the University of California, Hastings College of the Law, and a B.S. from the University of Southern California.
is a managing director with Willamette Management Associates. In addition to his work on all types of valuation engagements for the firm, he is also the leader of our tax-exempt entity and health care services practice.
Charles has performed the following types of valuation assignments: merger and acquisition valuations, post-acquisition purchase price allocations, business and stock valuations, ad valorem property tax valuations, forensic analyses, ESOP feasibility studies and employer stock valuations, and economic damages calculations.
Charles also has particular expertise in the valuation and economic analysis of professional practices, with a heavy concentration in the health care field. He has testified throughout the country with regard to valuation and economic issues across a variety of industries, including a wide variety of healthcare related matters.
Charles has performed business, stock, and intangible asset valuations for clients in the following industries: accounting and consulting, alcoholic and nonalcoholic beverage, apparel, automobile dealerships, automobile parts distribution, banking and finance, construction and contracting, consumer finance, distribution, education, equipment leasing, food service, forest products, health care, insurance, leasing, manufacturing, medical and dental practice, printing, publishing, railroads, retailing, shipping, television broadcasting, textiles, transportation and trucking, and wholesaling.
In addition, Charles has estimated the value and/or remaining useful life for the following types of intangible assets: bank customers deposit, loan, trust, and credit card; certificates of need; computer software; customer relationships; employment contracts; favorable leases; franchise agreements; going concern; goodwill; medical charts and records; noncompete covenants; patent applications; royalty agreements; trained and assembled workforce; and trademarks, service marks, and trade names.
is a Shareholder at Tiffany & Bosco, P.A. She serves the transactional needs of businesses and their owners by assisting them with business formations of limited liability companies and corporations, sales and purchases of businesses/mergers and acquisitions, reorganizations (such as conversions sand domestications), recapitalizations, succession and exit planning strategies, general business planning, joint ventures, owner agreements such as operating agreements, buy-sell agreements, and shareholder agreements, and other commercial agreements. She also provides guidance to businesses concerning business divorce, disputes among owners, and related fiduciary duties. May is recognized by The Best Lawyers in America® for her work in Mergers and Acquisition Law, Closely Held Companies and Family Businesses Law, Business Organizations (including LLCs and Partnerships), Corporate Governance Law, and Corporate Law. She also has been recognized from 2012-2022 as a Super Lawyers Southwest Rising Star and in 2023 by AzBusiness Leaders in the areas of mergers and acquisitions, as well as in the areas of corporate counsel and mergers and acquisitions by the PHOENIX Magazine in 2023. May is the Co-Vice Chair of the Middle Market and Small Business Committee ("MMSB") of the American Bar Association's Business Law Section ("ABA") and is actively involved with the Short Form Model Acquisitions Agreement Joint Task Force of the ABA's Mergers and Acquisitions and MMSB Committees.
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