THURSDAY

NOV. 2

PRESENTATIONS

Thursday

9:00-9:50 a.m.

Welcome, Acknowledgements and Introductions.

Thursday

10:00-10:50 a.m.

Co-op or Democratic ESOPs.

Presented by Deborah Groban Olson, attorney and employee ownership specialist.

This presentation will describe how an ESOP can be structured to operate with features that are similar to a cooperative. The presentation will compare the features of ESOPs and worker cooperatives and discuss when one or the other is more advantageous. (This session has been approved for .75 hours of CLE credit by the State Bar of Illinois. This event has been approved for .5 hours of MCLE credit by the State Bar of California.)

Thursday

11:00-11:50 a.m.

Multistate Securities Concerns for Cooperatives.

Presented by Sarah Kaplan, partner at Cutting Edge Capital, and Kim Arnone, managing partner at Cutting Edge Capital.

This session will discuss securities laws as applied to cooperatives. After this session, you will understand: What is a security? Is a cooperative membership a security? Why would a cooperative offer and sell securities, and what kinds of securities can a cooperative offer? Securities strategies for offering basic membership, and Securities strategies for offering investment securities.

(This session has been approved to receive 0.75 credit hours of MCLE through the State of California.)

Thursday1:00-1:50 p.m.

Expanding Worker Cooperatives through Licensing and Franchising.

Presented by Gowri Krishna, professor, New York Law School; and Maru Bautista, Director of the Cooperative Development Program at the Center for Family Life in Brooklyn, New York.

In this session, the presenters, a lawyer and a cooperative developer, will give an overview of a guide they recently published called: Expanding Your Worker Cooperative Business: A Guide to Licensing & Franchising. The presenters have experience working with cooperatives that have used licensing and franchising to expand the reach of their cooperatives and will discuss considerations and lessons learned in using these methods.

(This session has been approved to receive 0.75 credit hours of MCLE through the State of California.)

Thursday

2:00-2:50 p.m.

How to Govern a Coop with Many Stakeholders.

Presented by Linda Phillips, Senior of Counsel, Jason Wiener PC.

Let’s talk about boards, directors, and how to advise clients in creating bylaws that meet the governance needs of cooperatives who have more than one group of members or stakeholders.  There will be a general overview of the role of directors and examples of different models for large and small cooperatives in several different industries, including platform coops, and community-owned real estate, for example. The audience will be encouraged to bring their own experiences and share what they have learned from other models.

(This session has been approved to receive 0.75 credit hours of MCLE through the State of California.)

Thursday

3:00-3:50 p.m.

Cooperative Cash Flow Strategies and Managing Financial Distress.

Presented by Adam Prescott, shareholder with Bernstein, Shur, Sawyer & Nelson, PA in Portland, Maine, and Matthew Brash, Senior Managing Director and lead professional of Newpoint Advisor’s TRAIL (Trustee, Receivership, Assignee, Interim Management, Liquidation) platform.

In this session, Adam and Matt will walk through various strategies for cooperatives to understand and manage their cash flow needs, including warning signs for cash flow challenges and tips for sound financial management.  Adam and Matt also will explore options for cooperatives experiencing financial distress, as the cooperative’s officers, directors, and managers work with members, lenders, vendors, employees, and others in finding short- and long-term solutions.  Finally, they will discuss restructuring options for cooperatives that may require more powerful relief to emerge from financial distress and achieve their cooperative mission, including an introduction to the special provisions for small businesses in bankruptcy under the Small Business Reorganization Act of 2019.

(This session has been approved to receive 0.75 credit hours of MCLE through the State of California.)

Thursday

4:00-4:50 p.m.

Breakout - Questions to ask an accountant. Facilitated by Elizabeth van der Weide. Join us to update this perennially popular document from an accountant’s point of view.

Thursday

4:00-4:50 p.m.

Breakout - Questions to ask an attorney. Facilitated by Ricardo Nuñez and Thomas Beckett. Join us to update this perennially popular document from an attorney’s point of view.

Friday

9:00-9:50 a.m.

Cooperative Tax Review & Updates.

Presented by Bruce Mayer, MBA, CPA – Partner at Wegner CPAs in Madison, Wisconsin, and Elizabeth van der Weide, State and Local Tax Manager at Crowe LLP in Chicago, IL.

This session will provide an overview of issues relevant to cooperative tax at the federal and state levels. We will cover entity choice from a tax perspective, focusing on cooperative corporations and Subchapter T of the Internal Revenue Code. The session will also look at partnerships and briefly touch on S-corporations and tax-exempt entities. We’ll also provide an overview of state and local tax types, including income tax and sales tax, with some considerations important in planning and compliance. We will also review tax considerations in a conversion from other ownership structures into a cooperative. Finally, we’ll provide tax updates on both the federal and state level that may impact cooperatives of all types.

(This session has been approved to receive 0.75 credit hours of MCLE through the State of California.)

Friday

10:00-10:50 a.m.

Affordable Housing Cooperatives: Practice, Possibilities and Policies.

Presented by Jerome Hughes, Assistant Professor of Law at the University of the District of Columbia David. A. Clarke School of Law, and director of its Community Development Clinic. Discussants: Hugh Jeffers, senior director, Centennial Mortgage, and Renee Hatcher. Assistant Professor of Law and the Director of the Community Enterprise & Solidarity Economy Clinic at UIC John Marshall Law School-Chicago.

Affordable housing intersects a number of societal challenges, including poverty, racial inequality, displacement and gentrification. As a strategy to support housing affordability, reduce displacement, and enable economic democracy, advocates and practitioners have advanced the development of limited equity housing cooperatives. Notwithstanding their benefits, limited equity housing cooperatives have been restricted in their growth in the U.S. with only a few jurisdictions having a substantive population. This workshop will present a framework regarding affordable housing cooperatives and explore the opportunity of federal policy to expand their population and impact. The panel will involve a research presentation followed by expert discussants and community dialogue.  

(This session has been approved to receive 0.75 credit hours of MCLE through the State of California.)

Friday

11:00-11:50 a.m.

Towards a Uniform Cooperative Statute.

Presented by Meegan Moriarty, JD, Senior Legal Policy Analyst, USDA Rural Business-Cooperative Service and Thomas Beckett, JD, Executive Director, of Carolina Common Enterprise.

Life as a co-op practitioner would be easier if all the states and territories adopted a flexible, standard co-op statute that accommodated all types of cooperative businesses. Bring your creativity to this session where Thomas Beckett will lead us as we draft our dream co-op statute. Ideas welcome!

(This session has been approved to receive 0.75 credit hours of MCLE through the State of California.)

Friday

1:00-2:00 p.m.

CPG Annual Members Meeting.

Friday

2:00-2:50 p.m.

Employee Ownership Trusts, with a comparison to other Employee Ownership Structures.

Presented by Deborah Groban Olson, employee ownership attorney, and Brett Heeger, founding partner of Gundzik Gundzik Heeger LLP.

An introduction to the use of purpose trusts (including employee ownership trusts) and the mechanics of their implementations, as well as a discussion of lessons learned and brainstorming about best practices for the future. Additional EOT considerations will be discussed: What does ownership by an employee ownership trust (EOT) look like? What are some of the legal mechanics of conversion of ownership to an EOT? What are the places that workers can engage in an EOT owned structure? What are some of the pros and cons to this structure compared to cooperatives and other tools?

(This session has been approved for .75 hours of CLE credit by the State Bar of Illinois. This event has been approved for .75 hours of MCLE credit by the State Bar of California.)

Friday

3:00-3:50 p.m.

Union Coops: Conversations from and for Practitioners.

Presented by Eric Britton, corporate and tax attorney at Shumaker Loop (retired).

Eric Britton will share his own past experiences with organizing and establishing union cooperatives, highlighting successes and challenges, and offering practical tips. They look forward to engaging in meaningful dialogues with attendees.

(This session has been approved to receive 0.75 credit hours of MCLE through the State of California.)

Friday

4:00-4:45 p.m.

Breakouts - Emergent Space.

Emergent Space exists for conference participants to propose the conversations and activities that most need to happen in the moment, and allow multiple concurrent conversations or activities to take place at once (including for people to completely do their own thing, e.g. play a board game or go look at clouds). The only collective agreement we ask is that everyone be as present as possible and participate in whatever way feels best. We ask folks not to use this precious time to go off and respond to emails (unless it’s an emergency) or do other things that could be done somewhere/somewhen else.