Course1

Trust and Estate Planning with Rising and Volatile Interest Rates

$75.00

Interest rates are at historically low levels and the Federal Reserve has repeatedly made clear that they will remain so for the foreseeable future.  Low rates create both opportunities and traps for estate planners.  Several advanced planning techniques, including self-cancelling installment notes on sales of property to family members, rely on low rates to achieve tax-favored results. Though these planning techniques lower estate and gift taxes, they also produce income tax traps.  For instance, if not properly structured, loans at low rates to a family member might result in imputed interest on the loan being attributed to the benefactor. This program will provide you with a practical guide to the estate and gift planning structures in a low interest rate environment and how to avoid income tax traps. Techniques for capitalizing on low interest rates in estate and trust planning Common income tax traps, including imputed interest on a loan to a child and election mistakes Utilizing installment sales to family members and low rate loans Techniques for using GRATs and Charitable Lead Trusts Understanding sales to intentionally defective grantor trusts Self-cancelling installment notes   Speaker: Jeremiah W. Doyle, IV is senior vice president in the Boston office of BNY Mellon Wealth Management, where he provides integrated wealth management advice to high net worth individuals on holding, managing and transferring wealth in a tax-efficient manner.  He is the editor and co-author of “Preparing Fiduciary Income Tax Returns,” a contributing author of Preparing Estate Tax Returns, and a contributing author of “Understanding and Using Trusts,” all published by Massachusetts Continuing Legal Education.  Mr. Doyle received his B.S. from Providence College, his J.D. form Hamline University Law School, and his LL.M. in banking from Boston University Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 3/29/2025
    Avail. Until
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Course1

LIVE REPLAY: Baskets and Escrow in Business Transactions

$75.00

Identifying and hedging the risk of the unknown is one of the biggest risks in business documentation.  If unknown liabilities arise – or known liabilities are greater than anticipated –parties want recourse to address the economic loss.  “Caps” and “baskets” are used to address this problem.  Caps are the the total amount for which one party may be liable to the other party post-closing. “Baskets” are the amount of loss one party must incur, if any, before seeking recourse to the other party. The variations and interplay between caps and baskets can be highly complex. This program will provide you with a practical guide to the uses, types, and drafting traps of caps and baskets in business transactions.   Types of “baskets” – “tipping baskets” v. “true deductibles” v. hybrids Negotiating “caps” – aggregates limits, specific carve-outs for fraud and other bad acts Intricate relationship between baskets and caps Drafting to reduce risk of dispute and enhance collectability of claims Use of escrow to ensure payment of indemnification claims   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 3/31/2025
    Presented
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Course1

LIVE REPLAY: Baskets and Escrow in Business Transactions

$75.00

Identifying and hedging the risk of the unknown is one of the biggest risks in business documentation.  If unknown liabilities arise – or known liabilities are greater than anticipated –parties want recourse to address the economic loss.  “Caps” and “baskets” are used to address this problem.  Caps are the the total amount for which one party may be liable to the other party post-closing. “Baskets” are the amount of loss one party must incur, if any, before seeking recourse to the other party. The variations and interplay between caps and baskets can be highly complex. This program will provide you with a practical guide to the uses, types, and drafting traps of caps and baskets in business transactions.   Types of “baskets” – “tipping baskets” v. “true deductibles” v. hybrids Negotiating “caps” – aggregates limits, specific carve-outs for fraud and other bad acts Intricate relationship between baskets and caps Drafting to reduce risk of dispute and enhance collectability of claims Use of escrow to ensure payment of indemnification claims   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.

  • Teleseminar
    Format
  • 60
    Minutes
  • 3/31/2025
    Presented
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Course1

LIVE REPLAY: Earnouts: Taking a Wait and See Approach to Valuation of Closely Held Companies

$75.00

The most highly negotiated provision of most transactions is price. Sellers want to maximize the value of the deal, putting the most optimistic spin historical and forward-looking projections.  Sellers take a more skeptical view, questioning the sustainability of growth and the accuracy of forecasts.  When differences over valuation cannotbe bridged, the parties may use an earnout, which allows them to both take a wait-and-see approach and still close the transaction. Earnouts generally involve a current payment from buyer to seller together with ongoing payments to the seller if the company performs as the seller projected.  But there are many drafting and operational traps when using earnouts.  This program will provide you with a practical guide to structuring and drafting earnouts to later disputes and litigation.   Most highly negotiated and litigated provisions in earnout agreements Post-closing operations – control by buyer, but informational access to seller Defining key metrics – objective, measurable and potential traps Relationship of earnouts to senior debt and other preferential returns Debt issues and how it impacts financial results – and post-closing payments How earnouts are different than escrow and holdbacks   Speakers: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Daniel G. Straga is an attorney in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.   James DePaoli is an attorney in the Washington, D.C. office of Venable, LLP, where his practice focuses on corporate and commercial matters. He represents clients in the acquisition and disposition of assets and securities, mergers, and other business combinations and reorganizations. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/1/2025
    Presented
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Course1

LIVE REPLAY: Earnouts: Taking a Wait and See Approach to Valuation of Closely Held Companies

$75.00

The most highly negotiated provision of most transactions is price. Sellers want to maximize the value of the deal, putting the most optimistic spin historical and forward-looking projections.  Sellers take a more skeptical view, questioning the sustainability of growth and the accuracy of forecasts.  When differences over valuation cannotbe bridged, the parties may use an earnout, which allows them to both take a wait-and-see approach and still close the transaction. Earnouts generally involve a current payment from buyer to seller together with ongoing payments to the seller if the company performs as the seller projected.  But there are many drafting and operational traps when using earnouts.  This program will provide you with a practical guide to structuring and drafting earnouts to later disputes and litigation.   Most highly negotiated and litigated provisions in earnout agreements Post-closing operations – control by buyer, but informational access to seller Defining key metrics – objective, measurable and potential traps Relationship of earnouts to senior debt and other preferential returns Debt issues and how it impacts financial results – and post-closing payments How earnouts are different than escrow and holdbacks   Speakers: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Daniel G. Straga is an attorney in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.   James DePaoli is an attorney in the Washington, D.C. office of Venable, LLP, where his practice focuses on corporate and commercial matters. He represents clients in the acquisition and disposition of assets and securities, mergers, and other business combinations and reorganizations. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/1/2025
    Presented
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Course1

LIVE REPLAY: Ethics and "Virtual Law Offices"

$75.00

Technology allows lawyers far more flexibility to practice law virtually – from home or in shared settings – than ever before.  No longer must they maintain freestanding offices, support staff, and libraries. Lawyers can set-up offices in their homes, communicate with clients, adversaries and the courts electronically, outsource overflow work to co-counsel or vendors, and establish web sites that can reach potential clients. These “virtual” practices are increasingly commonplace, but the relative ease with which they are established obscures many significant ethical issues.This program will provide you with a practical guide to significant issues when lawyers and law firms establish “virtual” law practices.   Disclosure to clients of the virtual character of a law practice Electronic communications, confidentiality, and ethical risks in virtual practices Ethical issues when lawyers share office space or other resources but practice separately How Web sites and a “virtual” presence implicate multijurisdictional practice issues Outsourcing work to vendors or co-counsel, and ensuring its competently performed Requirements and risks when offering legal advice across state lines Duty to understand law office technology as a duty of competence   Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/2/2025
    Presented
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Course1

LIVE REPLAY: Ethics and "Virtual Law Offices"

$75.00

Technology allows lawyers far more flexibility to practice law virtually – from home or in shared settings – than ever before.  No longer must they maintain freestanding offices, support staff, and libraries. Lawyers can set-up offices in their homes, communicate with clients, adversaries and the courts electronically, outsource overflow work to co-counsel or vendors, and establish web sites that can reach potential clients. These “virtual” practices are increasingly commonplace, but the relative ease with which they are established obscures many significant ethical issues.This program will provide you with a practical guide to significant issues when lawyers and law firms establish “virtual” law practices.   Disclosure to clients of the virtual character of a law practice Electronic communications, confidentiality, and ethical risks in virtual practices Ethical issues when lawyers share office space or other resources but practice separately How Web sites and a “virtual” presence implicate multijurisdictional practice issues Outsourcing work to vendors or co-counsel, and ensuring its competently performed Requirements and risks when offering legal advice across state lines Duty to understand law office technology as a duty of competence   Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/2/2025
    Presented
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Course1

Lawyer Ethics When Clients Won't Pay Your Fees

$75.00

Attorneys and clients are in a confidential relationship, one that demands the lawyer’s absolute loyalty and zealous representation of client interests.  But what if the client refuses to pay his or her lawyer?  At that point, the broad and categorical demands of the ethics rules run up against the practical business of running a law practice. This clash of interests raises a range of substantial ethical issues.  How can the lawyer compel payment yet continuing representing a client?  Must he or she withdraw from the representation?  Can the lawyer sue the client or place a lien on client property?  Is the lawyer allowed to breach certain confidences in obtaining payment? This program will provide you with a guide to the ethical issues that arise when a client refuses to pay for a lawyer’s legal services, practical methods to ethically obtain payment, and best practices to avoid these disputes. Ethics when clients refuse to pay their lawyers’ fees How to manage the direct conflict with a client without breaching confidences Determining whether continuing a representation is permissible or required When and how a withdrawal from a representation is permitted in the cases of non-payment of fees Ethical issues when a lawyer places a lien on client property or sues the client Issues when no-payment relates to one of multiple representations of a client Understanding related attorney-client privilege issues Best practices in engagement letters and billing practices to protect lawyers   Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections.  For more than 20 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.     Matthew Corbin is Vice President and Director in the Professional Services Group of AON Risk Services, where he consults with the company’s law firm clients on professional responsibility and liability issues.  Before joining AON, he was a partner with Lathrop & Gage, LLP, where he was a trial and appellate lawyer handling professional liability, commercial, business tort, employment, construction, insurance, and regulatory matters. Before entering private practice, he served as a judicial clerk to Judge Mary Briscoe of the U.S. Court of Appeals for the Tenth Circuit.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/3/2025
    Presented
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Course1

Lawyer Ethics When Clients Won't Pay Your Fees

$75.00

Attorneys and clients are in a confidential relationship, one that demands the lawyer’s absolute loyalty and zealous representation of client interests.  But what if the client refuses to pay his or her lawyer?  At that point, the broad and categorical demands of the ethics rules run up against the practical business of running a law practice. This clash of interests raises a range of substantial ethical issues.  How can the lawyer compel payment yet continuing representing a client?  Must he or she withdraw from the representation?  Can the lawyer sue the client or place a lien on client property?  Is the lawyer allowed to breach certain confidences in obtaining payment? This program will provide you with a guide to the ethical issues that arise when a client refuses to pay for a lawyer’s legal services, practical methods to ethically obtain payment, and best practices to avoid these disputes. Ethics when clients refuse to pay their lawyers’ fees How to manage the direct conflict with a client without breaching confidences Determining whether continuing a representation is permissible or required When and how a withdrawal from a representation is permitted in the cases of non-payment of fees Ethical issues when a lawyer places a lien on client property or sues the client Issues when no-payment relates to one of multiple representations of a client Understanding related attorney-client privilege issues Best practices in engagement letters and billing practices to protect lawyers   Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections.  For more than 20 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.     Matthew Corbin is Vice President and Director in the Professional Services Group of AON Risk Services, where he consults with the company’s law firm clients on professional responsibility and liability issues.  Before joining AON, he was a partner with Lathrop & Gage, LLP, where he was a trial and appellate lawyer handling professional liability, commercial, business tort, employment, construction, insurance, and regulatory matters. Before entering private practice, he served as a judicial clerk to Judge Mary Briscoe of the U.S. Court of Appeals for the Tenth Circuit.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/3/2025
    Presented
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Course1

Contracts in Crisis: MAC Clauses Acts of God, and Planning for the Unexpected

$75.00

Material Adverse Change (MAC) clauses are common in most businesstransactions. These clauses allocate among the parties the risk of a MAC occurring between the execution of transactional documents and closing the underlying transaction.  Sellers want certainty that a sale or other transaction will close and argue that the MAC clause should be very narrowly drafted. Buyers want maximum flexibility and will argue that anything that makes the transaction unattractive should constitute a MAC.  Between those two opposing views are a host of narrow and technical but important details that need to be negotiated, details which will determine whether the transaction is successfully closed, efficiently and cost-effectively terminated, or devolves into dispute and litigation. This program will provide you with a practical guide using and drafting MAC clauses in transactions.   • Drafting “Material Adverse Change” provisions and carve-outs • Forms of MACs – closing conditions or representations? • Practical process of “proving” a MAC occurred, including burden of proof • What happens to the transaction if a MAC occurred? • Spotting red flags when drafting MAC clauses and best practices to reduce the risk   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/4/2025
    Presented
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Course1

Contracts in Crisis: MAC Clauses Acts of God, and Planning for the Unexpected

$75.00

Material Adverse Change (MAC) clauses are common in most businesstransactions. These clauses allocate among the parties the risk of a MAC occurring between the execution of transactional documents and closing the underlying transaction.  Sellers want certainty that a sale or other transaction will close and argue that the MAC clause should be very narrowly drafted. Buyers want maximum flexibility and will argue that anything that makes the transaction unattractive should constitute a MAC.  Between those two opposing views are a host of narrow and technical but important details that need to be negotiated, details which will determine whether the transaction is successfully closed, efficiently and cost-effectively terminated, or devolves into dispute and litigation. This program will provide you with a practical guide using and drafting MAC clauses in transactions.   • Drafting “Material Adverse Change” provisions and carve-outs • Forms of MACs – closing conditions or representations? • Practical process of “proving” a MAC occurred, including burden of proof • What happens to the transaction if a MAC occurred? • Spotting red flags when drafting MAC clauses and best practices to reduce the risk   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/4/2025
    Presented
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Course1

Due Diligence in Business Transactions

$75.00

Due diligence, often guided by lawyers, is essential to the success of major business transactions and poorly planned or conducted diligence can contribute to a buyer not getting the benefit of its bargain.  Diligence helps confirm essential assumptions about the value of a transaction and aids the discovery of unknown liabilities. There’s also a subtle relationship between the content of diligence and the time allowed to conduct it.  In more robust market environments, sellers have the upper hand and can limit diligence, making the process about time allocation and risk management. This program will provide you with a practical guide to planning the diligence process, understanding the most important areas of inquiry depending on the type of transaction, and review checklists.   What to diligence, utilizing experts, and managing the process and time Impact of market environment on the length and scope of diligence Checklists – what information do you need to get, from whom, and on what timeline? Hard assets v. soft assets – how to diligence the validity and title to each Contracts with suppliers and customers – ensuring stability and visibility of revenue Financial records and statements – what should attorneys look for?   Speaker: C. Ben Huber is a partner in the Denver office of Greenburg Traurig, LLP, where he has a broad transactional practice encompassing mergers and acquisitions, restructurings and reorganizations, corporate finance, capital markets, venture funds, commercial transactions and general corporate law.  He also has substantial experience as counsel to high tech, biotech and software companies in the development, protection and licensing of intellectual property.  His clients include start-up companies, family- and other closely-held businesses, middle market business, Fortune 500 companies, venture funds and institutional investors.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/5/2025
    Avail. Until
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Course1

Appraisals in Commercial Real Estate Finance & Development

$75.00

Appraisals are part and parcel of every major realistic transaction.  Lenders will not loan without an appraisal.  Loan-to-value ratios are measured against the appraisal.  Investors will not invest without an appraisal.Appraisals are not set-piece documents, however; they involve a multiplicity of valuation metrics and different appraisers looking at the same property can and do generate widely varying valuations.  Because of their centrality to real estate transactions, understanding their structure and content is essential.  This program will provide you with a real-world guide to how appraisals are prepared and used in commercial real estate, their traps, and how they are incorporated into transactional documents.   Use of appraisals in obtaining funding for development projects and acquisitions Ensuring appraisals are prepared according to standards – and fraud risks if they are not Integrating appraisals in underlying operative documents What lawyers should look for in appraisals provided to clients – and how to spot red flags   Speakers: Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/6/2025
    Avail. Until
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Course1

Default and Eviction of Commercial Real Estate Tenants

$75.00

When a commercial real estate tenant defaults on a lease, there is substantial risk not only for the tenant but also for the landlord.  Though the lease may specify extensive landlord remedies, most courts will strictly construe the lease against the landlord, requiring strict adherence to notice of default and other process-related provisions in the lease. Failure to comply with these provisions and the requirements of law exposes the landlord to substantial liability, including lease termination and loss of rent, even though the tenant is in default. There are additional risks if the landlord accepts partial rent payments from the tenant or takes possession of the leasehold or tenant chattels. This program will provide you with a practical guide to tenant default under commercial leases and provide tips for drafting leases to protect landlords.   Drafting in anticipation of tenant default Essential steps in providing notice of default and eviction Common landlord mistakes – waiver of tenant default, tenant lockouts, disposal of tenant/third party property Liability issues for landlord – lease termination, loss of rent, damages Tenant remedies for improper landlord actions   Speaker: John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP.  He has more than 40 years’ experience in real estate law practice.  He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute.  He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law.  He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/6/2025
    Avail. Until
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Course1

LIVE REPLAY: Ethics in Discovery Practice

$75.00

Discovery can be the most important phase of litigation, directing the course and outcome of the case.  How evidence is discovered, how it is used, and how mistakes in its handling are disclosed and remedied all raise very significant ethical issues. These issues – the risk of mishandling – are increased by the vast growth of ESI, electronically stored information. Litigators have certain obligations that their vendors comply with ethics rules. There are also issues surrounding the use of paralegals in discovery practice.  Failure to ensure ethics compliance during discovery can have a material adverse impact on the underlying litigation and draw an ethics complaint.  This program will provide you with a real-world guide to substantial issues ethical issues that arise in discovery practice and how to avoid ethics complaints.    Duty of candor to the tribunal during discovery Ethical issues when you learn that a client is dishonest Inadvertent disclosure privileged documents and their handling Ethics in depositions – conferring with witnesses, using video depositions and more Ethical issues in widespread data mining of discovery documents Issues involving metadata in electronic files – documents, email, text messages Attorney-client privilege and security issues of working with outside e-discovery vendors Ethics and social media discovery   Speakers: Elizabeth Treubert Simon is an ethics attorney in the Washington, D.C. office of Akin Gump Strauss Hauer & Feld LLP, where she advises on a wide range of ethics and compliance-related matters to support Akin Gump’s offices worldwide.  Previously, she practiced law in Washington DC and New York, focusing on business and commercial litigation and providing counsel to clients regarding professional ethics and attorney disciplinary procedures.  She is a member of the New York State Bar Association Committee on Professional Discipline and the District of Columbia Legal Ethics Committee.  She writes and speaks extensively on attorney ethics issues.    Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/7/2025
    Presented
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Course1

LIVE REPLAY: Ethics in Discovery Practice

$75.00

Discovery can be the most important phase of litigation, directing the course and outcome of the case.  How evidence is discovered, how it is used, and how mistakes in its handling are disclosed and remedied all raise very significant ethical issues. These issues – the risk of mishandling – are increased by the vast growth of ESI, electronically stored information. Litigators have certain obligations that their vendors comply with ethics rules. There are also issues surrounding the use of paralegals in discovery practice.  Failure to ensure ethics compliance during discovery can have a material adverse impact on the underlying litigation and draw an ethics complaint.  This program will provide you with a real-world guide to substantial issues ethical issues that arise in discovery practice and how to avoid ethics complaints.    Duty of candor to the tribunal during discovery Ethical issues when you learn that a client is dishonest Inadvertent disclosure privileged documents and their handling Ethics in depositions – conferring with witnesses, using video depositions and more Ethical issues in widespread data mining of discovery documents Issues involving metadata in electronic files – documents, email, text messages Attorney-client privilege and security issues of working with outside e-discovery vendors Ethics and social media discovery   Speakers: Elizabeth Treubert Simon is an ethics attorney in the Washington, D.C. office of Akin Gump Strauss Hauer & Feld LLP, where she advises on a wide range of ethics and compliance-related matters to support Akin Gump’s offices worldwide.  Previously, she practiced law in Washington DC and New York, focusing on business and commercial litigation and providing counsel to clients regarding professional ethics and attorney disciplinary procedures.  She is a member of the New York State Bar Association Committee on Professional Discipline and the District of Columbia Legal Ethics Committee.  She writes and speaks extensively on attorney ethics issues.    Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/7/2025
    Presented
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Course1

Generation Skipping Transfer Tax: Planning Opportunities and Mistakes

$75.00

This session provides a deep dive into the intricacies of the generation skipping transfer tax (GSTT), focusing on strategies to maximize tax efficiency while avoiding common planning mistakes. From understanding the core principles of GSTT to leveraging exemptions and trusts, this program offers tools to navigate the complexities of wealth transfer planning. Whether you're advising high-net-worth clients or managing family trusts, this session will provide actionable guidance.   Highlights:   An overview of GSTT rules, exemptions, and exclusions. Strategic use of trusts to minimize GSTT liability. Common drafting mistakes and how to avoid them. Recent regulatory developments and their implications.   Practical examples of GSTT planning in action.   Speaker: TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/8/2025
    Presented
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Course1

Generation Skipping Transfer Tax: Planning Opportunities and Mistakes

$75.00

This session provides a deep dive into the intricacies of the generation skipping transfer tax (GSTT), focusing on strategies to maximize tax efficiency while avoiding common planning mistakes. From understanding the core principles of GSTT to leveraging exemptions and trusts, this program offers tools to navigate the complexities of wealth transfer planning. Whether you're advising high-net-worth clients or managing family trusts, this session will provide actionable guidance.   Highlights:   An overview of GSTT rules, exemptions, and exclusions. Strategic use of trusts to minimize GSTT liability. Common drafting mistakes and how to avoid them. Recent regulatory developments and their implications.   Practical examples of GSTT planning in action.   Speaker: TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/8/2025
    Presented
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Course1

Indemnity Provisions in Business & Commercial Transactions

$75.00

Indemnity provisions are a cornerstone of business transactions, and understanding their nuances is essential for protecting your clients. This session will explore how to draft, negotiate, and analyze indemnity clauses in business and commercial agreements. Learn how to identify potential risks and ensure that indemnity provisions align with your client’s goals.   Highlights:   The legal foundation of indemnity provisions and their purpose. Key considerations when drafting indemnity clauses. Common negotiation challenges and strategies to overcome them. Risk allocation and practical steps to minimize liability. Real-world examples of indemnity disputes and lessons learned.   Speaker: TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/9/2025
    Presented
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Course1

Indemnity Provisions in Business & Commercial Transactions

$75.00

Indemnity provisions are a cornerstone of business transactions, and understanding their nuances is essential for protecting your clients. This session will explore how to draft, negotiate, and analyze indemnity clauses in business and commercial agreements. Learn how to identify potential risks and ensure that indemnity provisions align with your client’s goals.   Highlights:   The legal foundation of indemnity provisions and their purpose. Key considerations when drafting indemnity clauses. Common negotiation challenges and strategies to overcome them. Risk allocation and practical steps to minimize liability. Real-world examples of indemnity disputes and lessons learned.   Speaker: TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/9/2025
    Presented
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Course1

LIVE REPLAY: When Business Partners Want Out: Business Divorce, Part 1

$75.00

Business divorce can be as complicated, costly and dramatic as traditional divorce. When owners of a closely-held company decide they cannot or will not work together anymore, there are several alternatives for achieving the separation – a division of assets among the owners, a buyout of one owner or several owners by a third party or by the company itself, or a complete or partial sale of the company.  But these and other transactional forms come with risk – the risk that dividing the assets of an operating business will cause substantial destruction of value to the company or that strife will take its toll on operations and employees.  This program will provide you with a practical guide to the alternatives for achieving a business divorce, planning the process, containing the risk and preserving value.   Day 1: Overview of techniques to accomplish a divorce – buy-sell arrangements, redemptions, compensation, employment separation and retirement plan techniques Special considerations when the divorce involves LLCs, S Corps or partnerships Valuation methods and disputes in a business divorce Techniques for financing a buyout as part of a business divorce Minimizing adverse tax consequences in a business divorce   Day 2: Compensation and retirement plan-based techniques for accomplishing a business divorce Special issues when a business divorce involves a distressed business Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce Important intellectual property issues, including customer lists, goodwill and trade secrets Preservation of valuable tax attributes   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/10/2025
    Presented
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Course1

LIVE REPLAY: When Business Partners Want Out: Business Divorce, Part 1

$75.00

Business divorce can be as complicated, costly and dramatic as traditional divorce. When owners of a closely-held company decide they cannot or will not work together anymore, there are several alternatives for achieving the separation – a division of assets among the owners, a buyout of one owner or several owners by a third party or by the company itself, or a complete or partial sale of the company.  But these and other transactional forms come with risk – the risk that dividing the assets of an operating business will cause substantial destruction of value to the company or that strife will take its toll on operations and employees.  This program will provide you with a practical guide to the alternatives for achieving a business divorce, planning the process, containing the risk and preserving value.   Day 1: Overview of techniques to accomplish a divorce – buy-sell arrangements, redemptions, compensation, employment separation and retirement plan techniques Special considerations when the divorce involves LLCs, S Corps or partnerships Valuation methods and disputes in a business divorce Techniques for financing a buyout as part of a business divorce Minimizing adverse tax consequences in a business divorce   Day 2: Compensation and retirement plan-based techniques for accomplishing a business divorce Special issues when a business divorce involves a distressed business Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce Important intellectual property issues, including customer lists, goodwill and trade secrets Preservation of valuable tax attributes   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/10/2025
    Presented
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Course1

LIVE REPLAY: When Business Partners Want Out: Business Divorce, Part 2

$75.00

Business divorce can be as complicated, costly and dramatic as traditional divorce. When owners of a closely-held company decide they cannot or will not work together anymore, there are several alternatives for achieving the separation – a division of assets among the owners, a buyout of one owner or several owners by a third party or by the company itself, or a complete or partial sale of the company.  But these and other transactional forms come with risk – the risk that dividing the assets of an operating business will cause substantial destruction of value to the company or that strife will take its toll on operations and employees.  This program will provide you with a practical guide to the alternatives for achieving a business divorce, planning the process, containing the risk and preserving value.   Day 1: Overview of techniques to accomplish a divorce – buy-sell arrangements, redemptions, compensation, employment separation and retirement plan techniques Special considerations when the divorce involves LLCs, S Corps or partnerships Valuation methods and disputes in a business divorce Techniques for financing a buyout as part of a business divorce Minimizing adverse tax consequences in a business divorce   Day 2: Compensation and retirement plan-based techniques for accomplishing a business divorce Special issues when a business divorce involves a distressed business Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce Important intellectual property issues, including customer lists, goodwill and trade secrets Preservation of valuable tax attributes   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/11/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: When Business Partners Want Out: Business Divorce, Part 2

$75.00

Business divorce can be as complicated, costly and dramatic as traditional divorce. When owners of a closely-held company decide they cannot or will not work together anymore, there are several alternatives for achieving the separation – a division of assets among the owners, a buyout of one owner or several owners by a third party or by the company itself, or a complete or partial sale of the company.  But these and other transactional forms come with risk – the risk that dividing the assets of an operating business will cause substantial destruction of value to the company or that strife will take its toll on operations and employees.  This program will provide you with a practical guide to the alternatives for achieving a business divorce, planning the process, containing the risk and preserving value.   Day 1: Overview of techniques to accomplish a divorce – buy-sell arrangements, redemptions, compensation, employment separation and retirement plan techniques Special considerations when the divorce involves LLCs, S Corps or partnerships Valuation methods and disputes in a business divorce Techniques for financing a buyout as part of a business divorce Minimizing adverse tax consequences in a business divorce   Day 2: Compensation and retirement plan-based techniques for accomplishing a business divorce Special issues when a business divorce involves a distressed business Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce Important intellectual property issues, including customer lists, goodwill and trade secrets Preservation of valuable tax attributes   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/11/2025
    Presented
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Course1

Beneficiary Designations in Retirement Accounts: Protecting a Lifetime of Savings

$75.00

Other than a personal residence, the largest single asset class consists of financial assets. These accounts may be 401(k)s or IRAs, annuity or insurance contracts, or a variety of brokerage or bank accounts. The crucial planning aspect of these types of accounts or contracts is that they can be transferred through beneficiary designations. Though a seemingly simple expedient, beneficiary designations vary among types of accounts and each comes with its own nuances – and traps, which can lead to severely adverse tax and practical outcomes.  This program will provide you with a real-world guide to understanding, reviewing, and drafting beneficiary designations in trust and estate planning.   How beneficiary designations vary depending on the type of custodial account involved Differences among retirement accounts, bank accounts, brokerage accounts, life insurance policies How designations differ depending on the type of beneficiary – individual, institutional, trust, etc. “Payable on Death” agreements for bank accounts Practical guidance on how designations are made & common drafting traps   Speaker: Jeremiah W. Doyle, IV is senior vice president in the Boston office of BNY Mellon Wealth Management, where he provides integrated wealth management advice to high net worth individuals on holding, managing and transferring wealth in a tax-efficient manner.  He is the editor and co-author of “Preparing Fiduciary Income Tax Returns,” a contributing author of Preparing Estate Tax Returns,and a contributing author of “Understanding and Using Trusts,” all published by Massachusetts Continuing Legal Education.  Mr. Doyle received his B.S. from Providence College, his J.D. form Hamline University Law School, and his LL.M. in banking from Boston University Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/12/2025
    Avail. Until
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Course1

LIVE REPLAY: Common Area Maintenance, Insurance, and & Taxes Provisions in Commercial Leases

$75.00

Common area expenses (CAM) are part of virtually every office and retail lease. These expenses cover everything from parking lots and reception areas to common meeting spaces and restrooms.  In triple net leases, landlords seek to recover these expenses from tenants.  This can be a significant component of a tenant’s lease expense.The scope of CAM, caps or other limitations, and audit rights are highly negotiated. Landlords and lenders are often reluctant to give any concessions. This program will provide you with a practical guide to negotiating and drafting CAM provisions in commercial leases.   Scope of common area maintenance (CAM) expenses Relationship to minimum maintenance standards Treatment of taxes and insurance Differentiating operating v. capital expenses in CAM recovery Caps on CAM, fixed CAM, gross-up considerations Audit and information rights for CAM Understanding landlord, lender, and tenant motivations and concerns   Speaker: Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/14/2025
    Presented
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Course1

LIVE REPLAY: Common Area Maintenance, Insurance, and & Taxes Provisions in Commercial Leases

$75.00

Common area expenses (CAM) are part of virtually every office and retail lease. These expenses cover everything from parking lots and reception areas to common meeting spaces and restrooms.  In triple net leases, landlords seek to recover these expenses from tenants.  This can be a significant component of a tenant’s lease expense.The scope of CAM, caps or other limitations, and audit rights are highly negotiated. Landlords and lenders are often reluctant to give any concessions. This program will provide you with a practical guide to negotiating and drafting CAM provisions in commercial leases.   Scope of common area maintenance (CAM) expenses Relationship to minimum maintenance standards Treatment of taxes and insurance Differentiating operating v. capital expenses in CAM recovery Caps on CAM, fixed CAM, gross-up considerations Audit and information rights for CAM Understanding landlord, lender, and tenant motivations and concerns   Speaker: Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/14/2025
    Presented
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Course1

Protecting Client Trademarks & Service Marks, Part 1

$75.00

This two-part series provides a comprehensive framework for protecting client trademarks and service marks, from registration to enforcement. You’ll gain insights into the latest trends in trademark law, best practices for managing portfolios, and strategies for addressing infringement and dilution. Whether you're managing domestic filings or navigating international issues, this program is tailored to meet your needs.   Part 1: The key steps in registering trademarks and service marks, including navigating the USPTO process. Strategies for managing client portfolios to ensure proper maintenance and renewal. Addressing challenges in trademark applications, including refusals and office actions. Insights into international trademark protection, including the Madrid Protocol. Part 2: Effective strategies for combating trademark infringement in both domestic and international markets. Understanding trademark dilution and how to build strong claims for enforcement. Responding to cease-and-desist letters and managing disputes effectively. The impact of new technologies and online marketplaces on trademark enforcement strategies.   Speaker: TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/15/2025
    Presented
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Course1

Protecting Client Trademarks & Service Marks, Part 1

$75.00

This two-part series provides a comprehensive framework for protecting client trademarks and service marks, from registration to enforcement. You’ll gain insights into the latest trends in trademark law, best practices for managing portfolios, and strategies for addressing infringement and dilution. Whether you're managing domestic filings or navigating international issues, this program is tailored to meet your needs.   Part 1: The key steps in registering trademarks and service marks, including navigating the USPTO process. Strategies for managing client portfolios to ensure proper maintenance and renewal. Addressing challenges in trademark applications, including refusals and office actions. Insights into international trademark protection, including the Madrid Protocol. Part 2: Effective strategies for combating trademark infringement in both domestic and international markets. Understanding trademark dilution and how to build strong claims for enforcement. Responding to cease-and-desist letters and managing disputes effectively. The impact of new technologies and online marketplaces on trademark enforcement strategies.   Speaker: TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/15/2025
    Presented
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Course1

Drafting Indemnity Agreements in Business and Commercial Transactions

$75.00

Indemnity agreements are central to the risk allocation and limitation of liability system built into most transactionalarrangements. The indemnitor agrees to indemnify the indemnitee on the occurrence of certain events. The scope of liability in these agreements is very carefully defined, often including actual costs but excluding consequential damages or any damages arising from third-party claims. All of the pieces of the indemnity puzzle – scope, measure of damages, exclusions and procedures for cost recovery – must be very carefully considered, negotiated and drafted. This program will provide you with a practical guide to drafting key provisions of indemnity agreements in transactional agreements.    Scope of indemnity – indemnity v. hold harmless, damages v. liabilities, direct v. third-party claims Types of losses subject to indemnity – breaches of reps and warranties, covenants, losses, specific circumstances Determining recoverable damages and costs, including attorneys’ fees Implied or equitable indemnity – and use of disclaimers to limit liability Difference between the duty to defend v. indemnification  Procedure for claiming and obtaining indemnification reimbursements   Speakers: Joel R. Buckberg is a shareholder in the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. and chair of the firm’s commercial transactions and business consulting group. He has more than 45 years’ experience structuring and drafting commercial, corporate and business transactions.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.  Mr. Buckberg received his B.S. form Union College, his M.B.A. from Vanderbilt University, and his J.D. from Vanderbilt University School of Law. William J. Kelly, III is a founding member of Kelly Law Partners, LLC, and has more than 30 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  Mr. Kelly earned his B.A. from Tulane University and his J.D. from St. Louis University School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/15/2025
    Avail. Until
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