News 2012

Greenwood Village, CO – September 18, 2012 – Burns, Figa & Will, P.C. is pleased to announce that the firm received a Top-Listed distinction among the "Best Law Firms" by U.S. News - Best Lawyers®.

Burns, Figa & Will, P.C was recognized at the national level tier two in five practice areas:

• Environmental Law
• Ethics and Professional Responsibility Law
• Litigation – Environmental
• Securities Regulation
• Water Law

Since it was first published in 1983, Best Lawyers has become universally regarded as the definitive guide to legal excellence. Because Best Lawyers is based on an exhaustive peer-review survey in which more than 36,000 leading attorneys cast almost 4.4 million votes on the legal abilities of other lawyers in their practice areas, and because lawyers are not required or allowed to pay a fee to be listed, inclusion in Best Lawyers is considered a singular honor. Corporate Counsel magazine has called Best Lawyers "the most respected referral list of attorneys in practice."

Proposed Rule For Use Of General Solicitation in Private Offerings

by Theresa M. Mehringer

On August 29, 2012 the Securities and Exchange Commission proposed a rule to amend Rule 506 of Regulation D. If the amendment is adopted, new Rule 506(c) would permit general solicitation for offerings made pursuant to Rule 506, provided that all purchasers of the securities are accredited investors. The proposed rule also requires that in such offerings the issuer must take reasonable steps to verify that purchasers of the securities are accredited investors.

If adopted, new Rule 506(c) will permit the use of general solicitation to offer and sell securities, provided that:

• the issuer take reasonable steps to verify that the purchasers of the securities are accredited investors;
• at the time of the sale of securities either: (i) the purchasers of securities are in fact accredited investors because they come within one of the enumerated categories of persons that qualify as accredited investors, or (ii) the issuer reasonably believes that they do; and
• all other terms and conditions of Rule 501 and Rules 502(a) and 502(d) must be satisfied.

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Tips and Reminders for Directors and Officers of Nonprofit Corporations

By Andrea E. Welter

Whether you have been a director or an officer for a Colorado nonprofit corporation for a number of years, were recently appointed as a director or an officer of your member or volunteer nonprofit corporation or are employed as a director or an officer of a large nonprofit corporation, one thing you may not realize, is that you may owe that corporation certain fiduciary duties or may even expose yourself to personal liability. This article discusses the fiduciary duties that directors and officers of nonprofit corporations owe, as well as ways to minimize your personal exposure, such as through mandatory indemnification. This article addresses Colorado law; if you are an officer or director of a nonprofit organized in another state, please refer to that state's laws as they may differ from Colorado statutes and common law.

Duty of Care. As an officer or a director of a nonprofit corporation, you are responsible for directing the corporation's activities on a day to day basis. As such, you are held to certain fiduciary duties: the duty of care and the duty of loyalty. The duty of care (C.R.S. § 7-128-104) requires that you act:

In good faith;

With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

In a manner the director or officer reasonably believes to be in the best interest of the nonprofit corporation.

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SEC Adopts Final Rule on Reporting By Resource Extraction Issuers

By Theresa M. Mehringer

On August 22, 2012 the SEC adopted a final rule requiring publicly reporting companies to disclose certain payments to further the commercial development of oil, natural gas or minerals. Any payment or series of payments of $100,000 or more to the U.S. government or any foreign government must be reported. The types of payments related to commercial development activities that must be disclosed include:

• Taxes
• Royalties
• Fees
• Production entitlements
• Bonuses
• Dividends
• Payments for infrastructure improvements

The new rule applies for fiscal years ending after September 30, 2013. The information must be filed annually by filing a new form with the SEC called Form SD.

Announcements

Honors and Recognitions:

U.S. News - Best Lawyers Ranks Burns, Figa & Will P.C. Among "Best Law Firms"

The firm has received a Top-Listed distinction among the "Best Law Firms" by
U.S. News - Best Lawyers®.

Burns, Figa & Will, P.C was recognized at the national level tier two in five practice areas:

• Environmental Law
• Ethics and Professional Responsibility Law
• Litigation - Environmental
• Securities Regulation
• Water Law

The following Shareholders were selected for inclusion in The Best Lawyers in America® 2013 (Copyright 2012 by Woodward/White, Inc., of Aiken, SC).

• Stephen H. Leonhardt in the field of Water Law.
• Herrick K. Lidstone, Jr., in the field of Securities Regulation, Securities/Capital Markets Law, Corporate Law and Corporate Governance Law and as Lawyer of the Year in Securities Regulation (Denver, 2012).
• Alexander R. Rothrock in the field of Ethics and Professional Responsibility Law.
• D. Sean Velarde in the field of Trademark Law.
• J. Kemper Will in the fields of Environmental Law and Environmental Litigation.

Since it was first published in 1983, Best Lawyers has become universally regarded as the definitive guide to legal excellence. Because Best Lawyers is based on an exhaustive peer-review survey in which more than 36,000 leading attorneys cast almost 4.4 million votes on the legal abilities of other lawyers in their practice areas, and because lawyers are not required or allowed to pay a fee to be listed, inclusion in Best Lawyers is considered a singular honor.

Speaking Engagements:

Alec Rothrock will be presenting a panel discussion featuring the leading judges and lawyers of the 1981 Colorado Supreme Court Case of People V. Schultheis at the University of Denver Sturm College of Law on September 14, 2012. Please contact arothrock@bfwlaw.com if you are interested in attending.

Herrick K. Lidstone, Jr. will be speaking to the New Lawyers Subsection of the Business Law Section of the Colorado Bar Association on September 14, 2012 - LLCs as S Corporations; Just Because You Can Does Not Mean You Should.

The Following Shareholders will be speaking at the Business Law Institute on October 18-19, 2012.
Herrick K. Lidstone, Jr. will be speaking on Piercing the Corporate Veil and Alter Ego; Alec Rothrock on the Ethics of Social Media. Fellow Shareholder, Colleen Belak, is on the Planning committee for the Business Law Institute.

Shareholders Alec Rothrock and Herrick K. Lidstone, Jr. will be presenting the Tax Section's Annual Ethics Update on December 12, 2012, to be held at the Warwick Denver Hotel, please contact lunches@cobar.org for more information or to sign up for the luncheon.

Announcements:

Andrea Welter has been re-elected to the Executive Council of the Colorado Bar Association Tax Section, this will be her second year on the Council. She sits on the Topical Luncheons Committee. Please contact Ms. Welter if you have any interest in speaking at one of the Tax Section's luncheons or attending, at awelter@bfwlaw.com. Luncheons are generally held on the second Wednesday of each month from September to June.

Bernie Gehris and Andrea Welter volunteer with the non-profit organization Colorado Firefighter Calendar, Inc., which raises money to support the Children's Hospital Foundation, and specifically the Burn Center at the Children's Hospital. Mr. Gehris acts as general counsel for the organization and Ms. Welter has joined this non-profit's board of directors. Please join the Colorado Firefighter Calendar, Inc. at the Denver Firefighter 25th Annual Chili Cook-Off, September 14th, Larimer Square in downtown Denver, from 10-2.

See http://www.cofirefightercalendar.org for additional information about this group.

Greenwood Village, CO – September 12, 2012 – Burns, Figa & Will, P.C. is pleased to announce that the following attorneys were selected for inclusion in The Best Lawyers in America® 2013 (Copyright 2012 by Woodward/White, Inc., of Aiken, SC).

• Stephen H. Leonhardt in the field of Water Law. Mr. Leonhardt concentrates his practice on water law, related governmental and environmental issues, and litigation. He counsels clients on the establishment, protection, and modification of water rights throughout Colorado. He represents clients in judicial and administrative proceedings and transactions concerning rights to use both surface water and groundwater.
• Herrick K. Lidstone, Jr., in the field of Securities Regulation, Securities/Capital Markets Law, Corporate Law and Corporate Governance Law and as Lawyer of the Year in Securities Regulation (Denver, 2012). Mr. Lidstone has practiced law in Denver since 1978. He practices in the areas of business transactions, including partnership, limited liability company, and corporate law, federal and state securities compliance, mergers and acquisitions, contract law, tax law, real estate law, and natural resources law. Mr. Lidstone's work includes the preparation of securities disclosure documents for financing transactions, as well as agreements for business transactions, limited liability companies, partnerships, lending transactions, real estate and mineral property acquisitions, mergers, and the exploration and development of mineral and oil and gas properties.
• Alexander R. Rothrock in the fields of Ethics and Professional Responsibility Law. Mr. Rothrock's practice emphasizes legal ethics and attorney discipline defense, and the law of practicing law. He is the author of the book, Essays on Legal Ethics and Professional Conduct in Colorado (Continuing Legal Education of Colorado, Inc. 2003) and a past chair of the Colorado Bar Association Ethics Committee.
• D. Sean Velarde in the field of Trademark Law. Mr. Velarde has developed a diverse practice, concentrating on business planning and transactions, where he provides corporate counsel advice to individuals and businesses in business transactions, including contract negotiations and preparation, registration and management of trademarks and copyrights, protection of trade secrets, employment and consulting contracts, buy-sell agreements, licensing issues, and tax planning. Mr. Velarde also has serves as corporate, intellectual property, and litigation counsel to entrepreneurs, start-ups, going businesses, and public institutions. He has developed a strong understanding of intellectual property protection, licensing transactions, and intellectual property litigation.
• J. Kemper Will in the fields of Environmental Law and Environmental Litigation and as Best Lawyers' 2013 Denver Environmental Law "Lawyer of the Year." Mr. Will heads the environmental group of Burns, Figa & Will. He began his environmental practice over 30 years ago, spending his initial years with the EPA in Washington, D.C. and Denver. He has been in private practice since 1979, focusing on environmental law and litigation, contaminated property investigations, real estate transactions, and mining.

Since it was first published in 1983, Best Lawyers has become universally regarded as the definitive guide to legal excellence. Because Best Lawyers is based on an exhaustive peer-review survey in which more than 36,000 leading attorneys cast almost 4.4 million votes on the legal abilities of other lawyers in their practice areas, and because lawyers are not required or allowed to pay a fee to be listed, inclusion in Best Lawyers is considered a singular honor. Corporate Counsel magazine has called Best Lawyers "the most respected referral list of attorneys in practice."

Greenwood Village, CO – August 16, 2012 – Burns, Figa & Will, P.C. has expanded its real estate practice capabilities with the addition of Susan R. Fox as Special Counsel to the firm.

"Sue is an attorney with broad experience advising business people, commercial landlords and tenants, and both commercial and residential buyers and sellers," said Matt Dillman, Shareholder and head of the firm's real estate practice group. "Her vast legal knowledge and strong focus on real estate will bolster the existing capabilities of our firm."

Ms. Fox protects her clients' interests using strategies which will best serve their objectives, explaining the benefits and risks of various options, and helping them to evaluate the legal aspects of the transaction.

Another significant area of her practice is counseling licensed brokers on meeting their legal and ethical responsibilities. Her background as regional counsel for CB Commercial (now known as CBRE), as an active member of the Colorado Real Estate Commission's Standing Committee on Forms, and her participation on numerous Colorado Real Estate Commission task forces, gives her a depth of experience of great value to her clients.

Ms. Fox has practiced law in Denver since graduating from the University Of Denver College Of Law in 1976. She clerked for Hon. Zita Weinshienk in both Colorado and U.S. District Courts, and practiced commercial and real-estate related litigation for a number of years with several Denver law firms. After serving as Regional Counsel for CB Commercial Real Estate for 4-1/2 years, she returned to private practice and became increasingly focused on real estate litigation. Later, she left litigation to concentrate solely on real estate and business transactions, utilizing her previous litigation experience to serve her clients well.

Ms. Fox is admitted to practice law in the State of Colorado, in the Federal District Courts for the District of Colorado and the 10th Circuit Court of Appeals. She is a member of the Denver Bar Association and the Colorado Bar Association.

Our People:

Susan R. Fox - We are pleased to announce that Susan R. Fox will be joining the firm's real estate practice group as of August 1 as Special Counsel. Sue brings over 35 years of experience to the firm and will continue to focus her practice on commercial leasing, commercial and residential sales and acquisitions, and advising brokers regarding their legal and ethical duties.

Honors and Recognitions:

J. Kemper Will and Scott A. Clark were recognized by Chambers and Partners as notable practitioners in Colorado in Natural Resources and Environmental Law.

Speaking Engagements:

Matt Dillman recently made a presentation on legal issues affecting commercial real estate brokers at the Denver Metro Commercial Association of REALTORS® Lurking Legal Issues May 2012 Seminar.

Bernard Gehris will be presenting his "Current Environmental Issues Affecting Real Property Appraisals" seminar to members of the Colorado chapter of the American Society of Farm Managers and Rural Appraisers on September 6, 2012, in Colorado Springs. This one-day seminar is designed to assist rural appraisers and farm managers in the understanding of Recognized Environmental Conditions, along with a basic understanding of the Clean Water Act and the Endangered Species Act.

Herrick K. Lidstone Jr. spoke on July 10 with University of Denver Professor J. Robert Brown to the Southeast Metro Law Club about their respective views of the Dodd-Frank Wall Street Reform Act of 2010 and the Jump Start Our Business Startups (JOBS) Act of 2012, the resultant changing statutory and regulatory landscape and the effect on protection of investors and the capital raising process.

Publications:

Herrick K. Lidstone Jr.'s article "Benefit Corporations: New Breed Or Old Wine in New Skins?" appeared in the May 28, 2012 issue of Law Week Colorado.

Herrick K. Lidstone Jr.'s article "Joint Venture Interests as Securities" appeared in the May 2012 issue of the Colorado Bar Association's Business Law Newsletter.

Community Involvement:

On July 23-25 Bernie Gehris participated in his 13th Courage Classic bike ride, an annual Children's Hospital Colorado fundraiser. The 3-day, 157 mile ride was based in Copper Mountain, and featured climbs over Tennessee Pass, Vail Pass and Fremont Pass. All funds raised by his 187 rider Wheels of Justice team were given directly to the Hospital's Center for Cancer and Blood Disorders, with last year's team producing over $290,000 in donations for the Cancer Center, and a 6-year fundraising total of over $1,290,000. This year's team had a goal of raising $300,000. Burns Figa & Will is a proud sponsor of the 2012 Wheels of Justice cycling team. To learn more please visit www.wheelsofjusticecycling.org

There has been quite a bit written about "crowdfunding" since President Obama signed the JOBS Act in April 2012. Crowdfunding has been around for a number of years, and sometimes involves the offer and sale of a security and sometimes does not. If a particular crowdfunding activity involves the offer and sale of a security, the JOBS Act provides an exemption that only becomes effective upon SEC rulemaking which the JOBS Act mandates to be completed by early January 2013. The SEC has already said that this timing is not likely to be achieved.

Read full article here.

Suppose one of your top employees unexpectedly resigns and informs you that they are taking a job with one of your biggest competitors. What questions immediately come to mind: "can the employee solicit our customers?"; "what about our trade secrets?"; "does she/he have a duty to keep them confidential?"

The time to start thinking about these questions is not when you're losing an employee, but rather, when you first hire any new employee. The protection of trade secrets starts at the beginning of any new employment relationship and is a continual process. While Colorado law provides protection to employers under the Uniform Trade Secrets Act, C.R.S. § 7-74-101, et seq., there are several protective measures that an employer should undertake to help ensure its trade secrets are secure.

Tip 1. The obvious question, which is often difficult for many companies to answer, is "what information do we consider a trade secret or confidential?" It is not enough to simply assert that your company has confidential information. If you can't adequately identify what information you deem confidential, you can't take the necessary steps to protect it.

Click here for the complete article.

The abundance of television programs based on the legal profession leads many people to believe that any and all communications with their lawyer are protected from disclosure pursuant to the attorney-client privilege. However, the privilege is not nearly as broad or far reaching as most presume it to be. In essence, the attorney-client privilege protects communications made by the client to the attorney and the attorney's advice given thereon in the course of professional employment, provided the statements are made in circumstances giving rise to a reasonable expectation that the statements will be treated as confidential. C.R.S. § 13-90-107(1)(b); Wesp v. Everson, 33 P.3d 191, 197 (Colo. 2001).

It is important to have an understanding of which communications are privileged and which are not as there are several exceptions to the attorney-client privilege, including the "fiduciary" exception which recently received attention as a result of the United States Supreme Court decision in United States v. Jicarilla Apache Nation, 131 S. Ct. 2313 (2011).

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Burns, Figa & Will, P.C. Adds Corey Preston as an Associate to the Firm

Date: June 18, 2012     Author: BFW Staff     

Greenwood Village, CO – June 18, 2012 - Burns, Figa & Will, P.C. today announced the addition of Corey Preston as an associate to the firm. Mr. Preston's practice area will focus on commercial litigation.

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Burns, Figa & Will, P.C. Adds Sarah Steinbeck as Special Counsel to the Firm

Date: June 14, 2012     Author: BFW Staff     

Greenwood Village, CO – June 14, 2012 - Burns, Figa & Will, P.C. today announced the addition of Sarah Steinbeck as Special Counsel to the firm. Ms. Steinbeck will work with the firm's Business Practice and Securities Law Groups.

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Positivity abounds in the market as property owners, investors, and managers begin to see signs of life in terms of valuation and appreciation, attributable at least in part to limited inventory coupled with increased demand in Colorado. That said, almost four years after home prices had hit what most market analysts thought was rock bottom, they have yet to entirely recover.

Many optimistic residential homebuyers ended up purchasing what, at the time, were undervalued properties only to see their value dip even lower. Other such homeowners further along in their payments saw the value of their equity evaporate, leaving them upside-down in a house they had paid on for years. While values start to climb and the acquisition and investment realm reenergizes, homeowners in properties that remain underwater may find relief through several different legal remedies and within the parameters of new federal programs designed to make these processes more bearable.

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CERCLA (the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601, et seq.) provides for defenses from liability for certain landowners whose property may have contamination covered by the Act. These include innocent owners (those who acquire property and have no knowledge of the contamination at the time of purchase), bona fide purchasers (a prospective purchaser who finds contamination while conducting due diligence), and contiguous owners (owners of adjacent property who did not cause, contribute to, or consent to release of contamination).

To maintain their defenses to liability, innocent owners, bona fide purchasers, and contiguous owners must fulfill "continuing obligations." The American Society for Testing and Materials (ASTM) recently released a Standard Guide for Identifying and Complying with Continuing Obligations (E2790-11) to provide information and guidance about procedures that can help landowners or prospective purchasers satisfy their continuing obligations under CERCLA.

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CERCLA (the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601, et seq.) provides for defenses from liability for certain landowners whose property may have contamination covered by the Act. These include innocent owners (those who acquire property and have no knowledge of the contamination at the time of purchase), bona fide purchasers (a prospective purchaser who finds contamination while conducting due diligence), and contiguous owners (owners of adjacent property who did not cause, contribute to, or consent to release of contamination).

To maintain their defenses to liability, innocent owners, bona fide purchasers, and contiguous owners must fulfill "continuing obligations." The American Society for Testing and Materials (ASTM) recently released a Standard Guide for Identifying and Complying with Continuing Obligations (E2790-11) to provide information and guidance about procedures that can help landowners or prospective purchasers satisfy their continuing obligations under CERCLA.

Click here for the complete article.

Honors and Recognitions

Stephen H. Leonhardt, Herrick K. Lidstone, Jr. and J. Kemper Will were recently selected by their peers for inclusion in The Best Lawyers in America® 2012 (Copyright 2011 by Woodward/White, Inc., of Aiken, S.C.). Steve Leonhardt was recognized in the area of water law. Herrick Lidstone, Jr. was recognized in the field of Securities Regulation. Kemper Will was recognized in the fields of Environmental Law and Litigation-Environment. Best Lawyers is based on an exhaustive peer-review survey in which more than 39,000 leading attorneys cast almost 3.1 million votes on the legal abilities of other lawyers in their practice areas.

Several Burns, Figa & Will, P.C. attorneys have been named Colorado Super Lawyers and Rising Stars for 2012. Alexander R. Rothrock was selected as a Colorado Super Lawyer in the area of Professional Liability Defense. J. Kemper Will was named a Colorado Super Lawyer in Environmental Law. Matt Dillman was selected as a Colorado Super Lawyer Rising Star for Real Estate. Jennifer M. Osgoodwas named as a Colorado Super Lawyer Rising Star for Business Litigation, and Andrea E. Welter was selected a Colorado Super Lawyer Rising Star in Business/Corporate law. Super Lawyers is a highly respected rating service of outstanding lawyers from more than 70 practice areas who have attained a high-degree of peer recognition and professional achievement. The selection process is multi-phased and includes independent research, peer nominations and peer evaluations. No more than 5 percent of the lawyers in the state are selected as Super Lawyers, and no more than 2.5% of the lawyers in Colorado are named Rising Stars.

Jennifer M. Osgood was recently invited to join The Litigation Counsel of America as an Associate Fellow. LCA is an invitation- only trial lawyer honorary society, with membership limited to 3,500 Fellows -- less than one-half of one percent of American lawyers. The composition of the LCA is diverse, with recognition of excellence among litigation and trial counsel across all segments of the bar. LCA's stated purpose is to recognize deserving, experienced, and highly qualified lawyers, to provide an outlet for scholarly authorship of legal articles on trial and litigation practice, to provide additional sources for professional development, to promote superior advocacy and ethical standards in the practice of law, to assist in community involvement by its membership, and to advance a superior judiciary.

Speaking Engagements:

Bernard Gehris will be presenting his "Current Environmental Issues Affecting Real Property Appraisals" seminar to members of the Pennsylvania chapter of the American Society of Farm Managers and Rural Appraisers on April 30, 2012, in Lancaster, Pennsylvania.  This one-day seminar is designed to assist rural appraisers and farm managers in the understanding of Recognized Environmental Conditions, along with a basic understanding of the Clean Water and Endangered Species Acts.  Mr. Gehris will then take part in a one day tour of local agri-businesses that are striving to implement the Best Management Practices necessary to implement the Chesapeake Bay Watershed Implementation Plan.

Herrick K. Lidstone, Jr. is leading panelist and Colleen Belak is program chair for the April 11th CLE program, "Organizing a Business In Colorado," offering practical advice to experienced and newly licensed attorneys on the fundamentals of organizing and representing Colorado businesses. Topics include entity types, required filings, organizational documents, unique ethical challenges of representing an entity, and how to protect yourself and your client.

Herrick K. Lidstone, Jr.and Mark Pedigo, CPA with GHP Horwath, P.C., will present a CLE on piercing the corporate and LLC veil, for Continuing Legal Education in Colorado, Inc., to be held June 20.

Publications:

Herrick K. Lidstone, Jr.'s article "Single-Member LLCs and Asset Protection" appeared in the March 2012 issue of The Colorado Lawyer.

Herrick K. Lidstone, Jr.'s article titled "Piercing the Veil is Again Addressed in the Colorado Court of Appeals" appeared in the Colorado Bar Association's March 2012 Business Law Member Newsletter.

Community Involvement:

Candace Cole Figa recently participated in a lunch of prominent Republican women in Arapahoe County which was referenced in an election 2012 article in The Wall Street Journal in February.

Bernard Gehris and Andrea Welter have been providing pro bono legal services to the recently created Colorado Firefighters Calendar Inc. The firm hosted the press conference announcing the new entity created to sell the Calendar as a fundraiser for The Children's Hospital Burn Center.

Abe Laydon is working with Cherry Hills Christian School and the Colorado Bar Association to help students present a mock trial of Goldilocks and the Three Bears for parents and the school community. As part of the experience, children will play roles such as lawyers, witnesses, and jurors while learning about our civil court system. Upon completion of their performance, students will receive a small American flag, a mini-constitution, and a gift card to Snooze for "porridge" or another breakfast item so the local bear community needn't be further disturbed!

Burns, Figa & Will P.C. Shareholder Jennifer M. Osgood Named an Associate Fellow of Litigation Counsel of America

Date: April 3, 2012     Author: BFW Staff     

Greenwood Village, CO – April 3, 2012 - Burns, Figa & Will, P.C. shareholder Jennifer M. Osgood, Esq. has been selected as an Associate Fellow of the Litigation Counsel of America (LCA).

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Burns, Figa & Will, P.C. Partners Recognized in "The Best Lawyers in America® 2012"

Date: April 3, 2012     Author: BFW Staff     

Greenwood Village, CO – March 16, 2012 - Burns, Figa & Will, P.C. is pleased to announce that the following attorneys were selected for inclusion in The Best Lawyers in America 2012:

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Five Burns, Figa & Will P.C. Attorneys Selected to the Colorado Super Lawyers List

Date: March 13, 2012     Author: BFW Staff     

Greenwood Village, CO – March 13, 2012 – Burns, Figa & Will, P.C. recently announced that J. Kemper Will and Alexander R. Rothrock have been selected to the Colorado Super Lawyers list. No more than 5 percent of the lawyers in the state are selected by Super Lawyers.

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Burns, Figa & Will P.C. Names Abraham J. Laydon Shareholder and Director

Date: February 1, 2012     Author: BFW Staff    

Greenwood Village, CO – February 1, 2012 – Burns, Figa & Will, P.C. is pleased to announce that Abraham J. Laydon has been named a shareholder and director of the firm.

Mr. Laydon represents clients in commercial and residential real estate matters including development, entitlements, leasing, condemnation, and foreclosure. He also advises businesses and nonprofit organizations with regard to mergers and acquisitions, contracts, and entity formation; handles litigation and alternative dispute resolution through mediation and arbitration; and counsels individuals and families with their estate planning and estate administration needs.

Mr. Laydon, a graduate of CU Law School and Colorado State University, is a member of the Denver Bar Association, the Colorado Bar Association, and the American Bar Association. He is also a member of Denver Active 20-30 serving underprivileged youth and an officer of the Metro Denver Board of Christian Legal Society.

Mr. Laydon may be reached at alaydon@bfw-law.com.

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Our People

Abraham J. Laydon has become a shareholder and director of Burns, Figa & Will, P.C. Mr. Laydon practices in the areas of commercial and residential real estate, litigation and alternative dispute resolution, business law (for both nonprofit and for-profit entities), and estate planning. The firm is pleased to welcome Abe into this new role.

Speaking Engagements

Scott Clark will be a featured panelist discussing environmental covenants and restrictive notices as part of the Colorado Environmental Regulatory and Enforcement Summit on February 10. This conference was co-sponsored by the Environmental Law Section of the Colorado Bar Association and CLE In Colorado, Inc.

Steve Leonhardt will be presenting "Ethics: Issues for Colorado Water Law Practice" at a continuing education conference on "Colorado Water Law: Water Supply Challenges and Solutions," on March 9, 2012.  The conference, sponsored by CLE International, will be at the Grand Hyatt in Denver on March 8 and 9.  More information is available at www.cle.com.

Herrick K. Lidstone, Jr. will be presenting "Ethics for Transactional Lawyers" to members of the Denver Association of Oil and Gas Title Lawyers on January 23, 2012. Mr. Lidstone is a member of this Association, which was formed in 1983 and which provides an opportunity for members to discuss new statutes, cases, and administrative rules and regulations of numerous jurisdictions including Colorado, Wyoming, Utah, Montana, and others.

Community Involvement

Dana Eismeierwas recently re-elected as President of the Whisper Canyon Homeowners Association in the City of Castle Pines, Colorado.

Many of our clients deal with the Colorado Secretary of State's office. All 50 states have secretary of states, and in all cases, the Secretary of State (or in California, the Department of Corporations) manage entity records.

National surveys indicate that the Colorado office is one of the best in the country. Having accessed the offices of many other Secretaries of State, the attorneys at Burns, Figa & Will, P.C. agree that the Colorado Secretary of State's online access is easy, entities can be formed any time of the day or night to meet the requirements of the pending deal, and the information is up-to-date and correct. Furthermore, the fees charged by the Colorado Secretary of State's office are a fraction of the fees charged by many other states for the same services.

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Businesses and trademark owners must act quickly to prevent their names and marks from being linked to pornography. The Internet Corporation for Assigned Names and Numbers (ICANN) recently approved the use of domain names using the top level domain ".XXX" for websites featuring adult content.

Trademark owners and businesses have an opportunity to block registration of .XXX domain names that correspond with their marks or business names. Under what ICANN has labeled the "Sunrise B period," business and trademark owners may file an application with participating domain name registrars for a fee typically ranging between $200 and $300. The fee will protect the mark for ten years. The Sunrise B period runs until October 28, 2011. Beginning November 8, 2011, the adult entertainment industry will have the exclusive opportunity to bid on website domain names to secure the .XXX version of any available name. Beginning on December 6, 2011, the general public will be able to bid on those domains.

Trademark and business owners may find that purchasing the .XXX version of their business name and trademarks for a few hundred dollars may be nominal in expense in comparison to the damage to their business and marks should their good name fall into the hands of adult entertainment website operators. Business and trademark owners should act now by contacting participating domain name registrars to purchase the .XXX version of their name and marks.

All of our clients are parties to contracts. These contracts may be a page or two in length; they may be a hundred or more pages. The contract may be for a home improvement project or for a complex business transaction. The contract may even be on the back of a napkin or oral. Regardless, there is something in common with each of these contracts – parties enter into the contracts with certain legitimate expectations, and not all of those expectations are set forth in the contract itself.

As long as things work well, the contract may never be raised again. Many contracts are simply performed by the parties and then find themselves in the dustbin of business history, never to be thought about again. There are those exceptions, however, where the parties who originally negotiated and entered into the contract so willingly come to believe that there is a misunderstanding as to performance obligations, or a breach by one party or the other. This is frequently where lawyers become involved after the initial discussions between the parties to the contract fail to reach a resolution.

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