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Buy-Sell Pitfalls, Traps and More (EPI Chapter)

February 22, 2017 @ 7:30 am - 9:30 am EST

EPI Chapter Monthly Meeting: You are cordially invited to join us and our special guests corporate attorneys Kathleen Kelley, Member, Protorae Law, and Gosia Bochenek, Partner, Cochran Allan, discuss the importance of a well-drafted buy-sell agreement and the role these agreements play in maximizing the value of your business. Buy-sell agreements are often overlooked, both at the formation of a new business and throughout its lifecycle. Ben Rodgers will moderate the discussion on how various elements of the buy-sell agreement (representations and warrants, closing covenants, and even boilerplate language) dramatically impact the viability and marketability of any business.  As a bonus we’ll provide an extensive checklist to all participants.

 Learning Objectives:

  • Develop a deeper understanding of major elements of a buy-sell agreement;
  • Understand how buy-sell agreements are the foundation of a successful partnership;
  • Identify and avoid common buy-sell pitfalls.

Speaker Bio: Kathleen A. Kelley, Member, Protorae Law

Kathleen Kelley practices general corporate and LLC law with a particular emphasis on formations, governance, mergers & acquisitions, joint ventures, and owner exits.  She also advises clients in a wide variety of transactional matters including fiduciary duty issues, FAR compliance, government-wide small business contracting programs, LLC management, general contract matters, securities laws and other relevant business laws.

Ms. Kelley has significant experience forming, organizing and managing all types of Delaware, Virginia, Maryland and DC entities, including corporations, limited liability companies, limited partnerships, general partnerships and statutory trusts.  She has provided legal opinions on matters of Delaware and Virginia law, including Articles 8 and 9 of the Uniform Commercial Code. Kathleen has also served as an expert witness in LLC matters.

Ms. Kelley has worked with a diverse group of clients ranging from Fortune 500 companies to local businesses, as well as nonprofit organizations, in a variety of industries, including the arts, technology, healthcare, insurance, finance, real estate, energy, manufacturing, automobile, transportation, retail and services, and cross-border transactions involving Canada, China, England, and India.

Ms. Kelley is a member of the Virginia State Bar and the Delaware Bar Association and is licensed to appear before all courts in Virginia and Delaware.  She is also a member of the American Bar Association and the Fairfax Bar Association.  Ms. Kelley is an active lecturer on small business governance issues and fiduciary duties.

Before joining Protorae Law, Ms. Kelley practiced law at Holland & Knight and in the State of Delaware at Richards, Layton & Finger. Ms. Kelley received her Juris Doctorate, cum laude, from Washington & Lee University School of Law, and received her Bachelor’s degree from the University of Virginia in History and Middle East Studies.

 Speaker Bio: Gosia J. Bochenek, Partner, Cochran Allen

Gosia J. Bochenek focuses her practice on business and contract matters, and commercial transactions. She counsels business owners with respect to legal issues facing the business, including the formation and structuring of business entities, preparation of key operational contracts, risk management, corporate compliance, financial transactions, and mergers and acquisitions. She assists clients with developing operating, shareholders’ and buy-sell agreements to achieve business planning purposes and asset protection, and advises on business succession techniques including direct gifts, use of trusts, stock redemptions, cross-purchases and recapitalizations. Gosia works collaboratively with trust and estate attorneys in the firm to fully meet client needs and develop a comprehensive succession plan, which balances financial and tax implications with client’s family and business objectives.

Gosia handles a wide range of contract matters. Her breadth of experience includes negotiating and drafting service agreements, vendor agreements, teaming and strategic alliance agreements, consulting agreements, financing arrangements and other commercial contracts. She frequently works with clients to protect critical business information and relationships from misappropriation by third parties and former employees. She provides counsel regarding privacy law compliance, trade secret and information security policies, copyright and trademark protection, and brand building strategies. In addition to her business practice, Gosia also assists with the preparation and negotiation of commercial leases and transfers of real estate into trusts and operating business entities.

Gosia was previously a corporate associate at Tyler Cooper & Alcorn, LLP in New Haven Connecticut, where she handled corporate and securities matters, mergers and acquisitions, commercial financing transactions and commercial real estate matters. She worked extensively in the intellectual property area on trademark and copyright registrations, licensing arrangements, and offered pro bono legal assistance to artists and art organizations.

Gosia holds a J.D. from the University of Connecticut School of Law and a Master of Law from the University of Wroclaw, Poland. She serves on the board of National Association of Women Business Owners and is a member of Women Bar Association of the District of Columbia, and Women in Technology.

Why Exit Planning?
Within the next 20 years, in excess of 90 million people in the United States and Canada will be retiring (the baby boomer generation born between 1946 and 1964). It is estimated that one of every two privately held businesses will transition during this period, representing in excess of $10 trillion in wealth, the largest wealth transfer in the history of mankind.

* 1 Hour CPE Each Session

EPI DC Chapter 

The purpose of the EPI National Capital Region Chapter is to create a forum for the local community of professional advisors to collaborate and address unique needs of our deal community; develop educational programs for business owners and professional advisors to build awareness and better prepare owners for the successful exit of their business; develop, encourage, and foster the adoption of best practices for the exit planning profession; and promote the common business interests of those business advisors engaged in the profession of exit planning.

The Exit Planning Institute is a national organization promoting eductation, collaboration, and credentialing within the field of Exit Planning. EPI’s process focuses on a multi-disciplinary approach to assisting business owners through ownership transitions – creating revenue opportunity for advisors while delivering maximum value to owners.


February 22, 2017
7:30 am - 9:30 am
Event Category:


(888) 827-1624

Cancellation Policy: Refunds available until 5 days out from the event.


The Ritz-Carlton, Tyson’s Corner
1700 Tysons Boulevard
McLean, VA 22102 United States
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