Course1

LIVE REPLAY: Professionalism for the Ethical Lawyer

$75.00

Ethics rules, the principles of professionalism, and sanctionable conduct are interrelated.  Lawyers have a duty to zealously represent their clients, but they do not have a duty to engage in offensive conduct that may be desired by clients. Lawyers have duties of confidentiality and honesty, but those duties do not always require pressing every advantage, such as when the lawyer knows that opposing counsel has made a material drafting error in a transactional document. In these and many other scenarios, ethics rules, professionalism, and potentially sanctionable conduct subtly interact.  This program will provide you with a practical guide to professionalism for the ethical lawyer.    Interrelationship of ethics rules, professionalism, and sanctions Zealous representation v. needlessly embarrassing an adversary or third-party Reacting to an adversary’s drafting errors in transactional documents Ethics, professionalism, and inadvertent transmission of communications Duty to supervise and train subordinate lawyers and staff, including to ensure courtesy to clients, opposing counsel, and courts Offering candid advice to clients and withdrawal when they demand offensive conduct Avoiding discrimination and bigotry   Speaker: Thomas E. Spahn is a partner in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility, and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 1,800 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 900 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis.  Mr. Spahn graduated magna cum laude from Yale University and received his J.D. from Yale Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/5/2022
    Presented
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Course1

LIVE REPLAY: Professionalism for the Ethical Lawyer

$75.00

Ethics rules, the principles of professionalism, and sanctionable conduct are interrelated.  Lawyers have a duty to zealously represent their clients, but they do not have a duty to engage in offensive conduct that may be desired by clients. Lawyers have duties of confidentiality and honesty, but those duties do not always require pressing every advantage, such as when the lawyer knows that opposing counsel has made a material drafting error in a transactional document. In these and many other scenarios, ethics rules, professionalism, and potentially sanctionable conduct subtly interact.  This program will provide you with a practical guide to professionalism for the ethical lawyer.    Interrelationship of ethics rules, professionalism, and sanctions Zealous representation v. needlessly embarrassing an adversary or third-party Reacting to an adversary’s drafting errors in transactional documents Ethics, professionalism, and inadvertent transmission of communications Duty to supervise and train subordinate lawyers and staff, including to ensure courtesy to clients, opposing counsel, and courts Offering candid advice to clients and withdrawal when they demand offensive conduct Avoiding discrimination and bigotry   Speaker: Thomas E. Spahn is a partner in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility, and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 1,800 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 900 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis.  Mr. Spahn graduated magna cum laude from Yale University and received his J.D. from Yale Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/5/2022
    Presented
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Course1

Buying, Selling and Exchanging Partnership and LLC Interests

$75.00

As LLCs have become the default choice of entity for most businesses, sales and exchanges of LLC membership interests are commonplace. Despite the frequency of sales and exchanges, exactly what rights of the seller the buyer succeeds to is often mistaken and these mistakes can lead to dispute and litigation. By default, transferees succeed only to the economic interests of the transferor. They do not succeed to the transferor’s governance rights. If governance rights are part of the underlying bargain, the consent of the LLC’s other members generally must be sought.  This program will provide you with a practical guide to drafting and planning for the sale and exchange of LLC interests.   Selling/exchanging LLC and partnership interests and effective alternatives Succession to economic rights of seller v. management and information rights Tax consequences to the entity and buyers/sellers in sales/exchanges of entity interests Disguised sales of LLC/partnership interests – and techniques to avoid adverse tax impact Constructive terminations and their adverse tax consequences Distributions and other alternative to sales and exchanges of LLC/partnership interests   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.  Mr. Huber earned his B.A. from the University of Colorado and his J.D. at the University of Colorado Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/6/2022
    Presented
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Course1

Buying, Selling and Exchanging Partnership and LLC Interests

$75.00

As LLCs have become the default choice of entity for most businesses, sales and exchanges of LLC membership interests are commonplace. Despite the frequency of sales and exchanges, exactly what rights of the seller the buyer succeeds to is often mistaken and these mistakes can lead to dispute and litigation. By default, transferees succeed only to the economic interests of the transferor. They do not succeed to the transferor’s governance rights. If governance rights are part of the underlying bargain, the consent of the LLC’s other members generally must be sought.  This program will provide you with a practical guide to drafting and planning for the sale and exchange of LLC interests.   Selling/exchanging LLC and partnership interests and effective alternatives Succession to economic rights of seller v. management and information rights Tax consequences to the entity and buyers/sellers in sales/exchanges of entity interests Disguised sales of LLC/partnership interests – and techniques to avoid adverse tax impact Constructive terminations and their adverse tax consequences Distributions and other alternative to sales and exchanges of LLC/partnership interests   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.  Mr. Huber earned his B.A. from the University of Colorado and his J.D. at the University of Colorado Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/6/2022
    Presented
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Course1

Rights of First Offer, First Refusal in Real Estate

$75.00

Rights of first refusal and rights of first offer are frequently used in commercial real estate transactions, establishing rights to acquire property from a seller before it hits the market.  The practical effect of these tools is often to exert downward pressure on the price of the property and hamper development of a third-party market.  Rights of first refusal can help hasten a deal among buyers and sellers or landlords and tenants, thereby reducing costs, or they can be a costly waste of time. There are many subtle differences between rights of first refusal and rights of first offer, each with subtle tradeoffs for counter-parties that must be considered in context of a particular transaction.  This program will provide you with a practical guide to drafting rights of first refusal and rights of first offer in real estate.   How rights of first refusal and rights of first offer work in real estate transactions Real-world costs, tradeoffs and risks of each type of right – and drafting tips and traps Best circumstances in which these mechanisms are used in property acquisitions, sales, and leasing How rights of refusal depress prices &limiting third party interest in the property – and how to mitigate Practical strategies for buyers and sellers, landlords and tenants when negotiating these rights   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.  He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/7/2022
    Presented
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Course1

Rights of First Offer, First Refusal in Real Estate

$75.00

Rights of first refusal and rights of first offer are frequently used in commercial real estate transactions, establishing rights to acquire property from a seller before it hits the market.  The practical effect of these tools is often to exert downward pressure on the price of the property and hamper development of a third-party market.  Rights of first refusal can help hasten a deal among buyers and sellers or landlords and tenants, thereby reducing costs, or they can be a costly waste of time. There are many subtle differences between rights of first refusal and rights of first offer, each with subtle tradeoffs for counter-parties that must be considered in context of a particular transaction.  This program will provide you with a practical guide to drafting rights of first refusal and rights of first offer in real estate.   How rights of first refusal and rights of first offer work in real estate transactions Real-world costs, tradeoffs and risks of each type of right – and drafting tips and traps Best circumstances in which these mechanisms are used in property acquisitions, sales, and leasing How rights of refusal depress prices &limiting third party interest in the property – and how to mitigate Practical strategies for buyers and sellers, landlords and tenants when negotiating these rights   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.  He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/7/2022
    Presented
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Course1

Ethics of Beginning and Ending Client Relationships

$75.00

Substantial ethics issues flow from the moment an attorney-client relationship is formed, whether it is formed intentionally or through inadvertence.  Determining when a relationship commences and the scope of the representation has dramatic implications for issues related to confidentiality, conflicts of interest, the attorney-client privilege and more. Ending an engagement is nearly as complicated. When are you allowed to end an engagement?  And how must you go about it without prejudicing a client’s interest in a transaction or in litigation? This program will you provide a real-world guide the ethical issues of beginning and ending an attorney client relationship.   Determining when and how a relationship starts – including through inadvertence Email and technology issues – how unsolicited communications may trigger ethical obligations Joint representation issues – unsorting the confidentiality and privilege issues End a relationship – when are you allowed to end an engagement?  How do you do it ethically? Circumstances when you might be required to end a relationship   Speaker: 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, her practice focused 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 Rules of Professional Conduct Rules Review Committee.  She is the immediate past chair of the District of Columbia Legal Ethics Committee.  She writes and speaks extensively on attorney ethics issues.   She received her B.A. and M.S. from the University of Pennsylvania and her J.D. from Albany Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/8/2022
    Presented
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Course1

Ethics of Beginning and Ending Client Relationships

$75.00

Substantial ethics issues flow from the moment an attorney-client relationship is formed, whether it is formed intentionally or through inadvertence.  Determining when a relationship commences and the scope of the representation has dramatic implications for issues related to confidentiality, conflicts of interest, the attorney-client privilege and more. Ending an engagement is nearly as complicated. When are you allowed to end an engagement?  And how must you go about it without prejudicing a client’s interest in a transaction or in litigation? This program will you provide a real-world guide the ethical issues of beginning and ending an attorney client relationship.   Determining when and how a relationship starts – including through inadvertence Email and technology issues – how unsolicited communications may trigger ethical obligations Joint representation issues – unsorting the confidentiality and privilege issues End a relationship – when are you allowed to end an engagement?  How do you do it ethically? Circumstances when you might be required to end a relationship   Speaker: 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, her practice focused 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 Rules of Professional Conduct Rules Review Committee.  She is the immediate past chair of the District of Columbia Legal Ethics Committee.  She writes and speaks extensively on attorney ethics issues.   She received her B.A. and M.S. from the University of Pennsylvania and her J.D. from Albany Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/8/2022
    Presented
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Course1

Selection and Preparation of Expert Witnesses in Litigation

$75.00

Experts play a vitally important role in civil litigation, whether they act as consulting experts or also as testifying experts.  The complexity of modern litigation has substantially increased the pressure on attorneys to carefully evaluate the suitability of experts for a particular case and prepare them for testimony. Approaching, evaluating and preparing witnesses, however, is as much an art as science or database search.  Furthermore, once an expert is selected, there are substantial risks surrounding discovery and preserving the attorney-client privilege.  This program will provide you with a practical guide to selecting and preparing experts in civil litigation.   How to find the right expert witness and common traps Evaluating the suitability of experts for your case Consulting v. testifying experts Approaching and retaining experts Preparing witnesses for testimony in a specific case Practical tips on the best/worst uses of particular types of expertise in litigation Discovery issues and preserving the attorney-client privilege   Speaker: Shannon M. Bell is a member with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/9/2022
    Presented
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Course1

Selection and Preparation of Expert Witnesses in Litigation

$75.00

Experts play a vitally important role in civil litigation, whether they act as consulting experts or also as testifying experts.  The complexity of modern litigation has substantially increased the pressure on attorneys to carefully evaluate the suitability of experts for a particular case and prepare them for testimony. Approaching, evaluating and preparing witnesses, however, is as much an art as science or database search.  Furthermore, once an expert is selected, there are substantial risks surrounding discovery and preserving the attorney-client privilege.  This program will provide you with a practical guide to selecting and preparing experts in civil litigation.   How to find the right expert witness and common traps Evaluating the suitability of experts for your case Consulting v. testifying experts Approaching and retaining experts Preparing witnesses for testimony in a specific case Practical tips on the best/worst uses of particular types of expertise in litigation Discovery issues and preserving the attorney-client privilege   Speaker: Shannon M. Bell is a member with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/9/2022
    Presented
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Course1

2020 Ethics and Social Media Update

$75.00

Lawyers use social media technology to collect and share information, and communicate with others, not only personally but also when acting as lawyers. Important and probative information about a case – information about jurors, witnesses or others in litigation or about a transaction – can be more easily found on social than elsewhere.  Social media is also easily used to communicate with existing or potential clients, colleagues or opposing lawyers, and the public.  Client development – online advertising, blogging and emailed newsletters – is also commonplace among lawyers.  All these and other uses of technology raise substantial ethical issues for lawyers – competence, confidentiality, preservation of the attorney-client privilege, and honesty.  This program will provide you with a practical guide to substantial ethical issues when lawyers use social media and other technology in practice. Ethics, social media, and technology – competence, confidentiality, and honesty Communicating with parties, opposing attorneys, and witnesses via social media Researching jurors, parties, witnesses and judges via social media Ethical issues when blogging, issuing e-newsletters/law updates to clients, or posting commentary or video online “Friending” or otherwise connecting with judges, witnesses and others on social media platforms Trends in texting, confidentiality, and discoverability Ethics of using web sites, online advertising and social media for client development purposes   Speaker: 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.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/10/2022
    Avail. Until
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Course1

Guarantees in Real Estate Transactions

$75.00

Guarantees undergird most real estate transactions.  Lenders, investors and others are often unwilling or unable to finance or otherwise support a real estate transaction without certain substantial guarantees.  These guarantees may concern repayment of loan proceeds or performance of other services – construction, maintenance and waste prevention, environmental indemnity, etc.  The scope of guarantees is highly negotiated, particularly whether the guarantee is recourse or non-recourse and the scope of carve-outs from the guarantees. This program will provide you with a practical guide to negotiating and drafting guarantees in real estate transactions.  Types of guarantees – payment, performance, collection, completion Essential elements of a guarantee – consideration, scope, carve-outs, waivers Guarantees for property maintenance/no waste, environmental indemnity and other non-financial concerns Carve-outs – full v. partial, fraud, misappropriation, misapplication, failure to maintain, insurance, and more Guarantees of construction loans   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.He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/11/2022
    Avail. Until
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Course1

Employee v. Independent Contractor: Tax and Employment Law Considerations

$75.00

Characterizing a worker as an employee or independent contractor carries with it a multitude of substantial legal consequences, particularly in employment and tax law.  If a worker is an employee, the tax and compliance “cost” of a worker is substantially more than if the worker is an independent contractor. The Affordable Care Act also requires employers of a certain size provide full-time (in distinction to part-time) employees with health insurance. In employment law, if a worker is characterized as an employee, the employer acquires EEO liability for the employee’s actions. This program will provide attorneys advising businesses with a practical guide to classifying workers as employees or independent contractors, the substantive legal consequences under tax and employment law, and best practices to avoid liability. Employment law factors for characterizing a worker as an employee or contractor Employer liability for EEO and discrimination violations committed by contractors Tax factors to determine whether a worker is a contractor v. an employee Tax liability and withholding obligations of employers depending on the classification Affordable Care Act implications of characterizing an employee as full-time or part-time   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.  Mr. Huber earned his B.A. from the University of Colorado and his J.D. at the University of Colorado Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/12/2022
    Avail. Until
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Course1

Piercing the Entity Veil: Individual Liability for Business Acts

$75.00

One of the bedrock principles of business law is limited liability. The individual owners of an entity – shareholders of a corporation or members of a limited liability company – cannot be held personally liable for the debts or liabilities of the entity.  But the doctrine is not absolute.  There are many common law fact patterns that allow courts to pierce the entity veil – co-mingling of funds, using an entity as an alter ego, among others – and reach an individual person’s assets. There are also several sources of statutory authority allowing veil piercing. This program will provide you with a practical guide to common law, equitable, and statutory theories of piercing entity veils.   Statutory and equitable principles to pierce the entity veil Fact pattern justifying piercing limited liability to reach an owner’s personal assets Statutory sources permitting breaching the entity veil Application of veil piercing to non-corporate entities Liability for improper distributions Piercing for withheld income and employment taxes, and sales/use taxes   Speakers: Allen Sparkman is a partner in the Houston and Denver offices of Sparkman Foote, LLP.  He has practiced law for over forty years in the areas of estate, tax, business, insurance, asset protection, and charitable giving.  He has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics.  He is the Colorado reporter for the books "State Limited Partnership Laws" and "State Limited Liability Company Laws," both published by Aspen Law & Business.  He has also served as president of the Rocky Mountain Estate Planning Council.  Mr. Sparkman received his A.B. with honors from Princeton University and his J.D. with high honors from the University of Texas School of Law

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/12/2022
    Presented
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Course1

Piercing the Entity Veil: Individual Liability for Business Acts

$75.00

One of the bedrock principles of business law is limited liability. The individual owners of an entity – shareholders of a corporation or members of a limited liability company – cannot be held personally liable for the debts or liabilities of the entity.  But the doctrine is not absolute.  There are many common law fact patterns that allow courts to pierce the entity veil – co-mingling of funds, using an entity as an alter ego, among others – and reach an individual person’s assets. There are also several sources of statutory authority allowing veil piercing. This program will provide you with a practical guide to common law, equitable, and statutory theories of piercing entity veils.   Statutory and equitable principles to pierce the entity veil Fact pattern justifying piercing limited liability to reach an owner’s personal assets Statutory sources permitting breaching the entity veil Application of veil piercing to non-corporate entities Liability for improper distributions Piercing for withheld income and employment taxes, and sales/use taxes   Speakers: Allen Sparkman is a partner in the Houston and Denver offices of Sparkman Foote, LLP.  He has practiced law for over forty years in the areas of estate, tax, business, insurance, asset protection, and charitable giving.  He has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics.  He is the Colorado reporter for the books "State Limited Partnership Laws" and "State Limited Liability Company Laws," both published by Aspen Law & Business.  He has also served as president of the Rocky Mountain Estate Planning Council.  Mr. Sparkman received his A.B. with honors from Princeton University and his J.D. with high honors from the University of Texas School of Law

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/12/2022
    Presented
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Course1

Letters of Intent in Business Transactions

$75.00

Letters of intent frame the material terms of business and commercial transactions.  They outline with considerable detail the substantive terms of the underlying agreement – price, reps and warranties, closing conditions, etc. They also provide a process by which a definitive underlying agreement will be finalized. But they are not, generally, intended to be definitive agreements themselves; not enforceable, only a substantial starting point. There is, however, a certain point at which the detail in these letters becomes so extensive that they become enforceable.  This program will provide you with a practical guide to the most important substantive and process aspects of letters of intent, their uses and traps, including unexpected enforceability.   Drafting effective letters of intent in transactions Purposes of letters, timing, relationship to diligence, exclusivity Substantive  terms v. process terms Indemnity, hold back and limitation of liability provisions Termination of a letter and survival of certain provisions Understanding the point at which letters of intent may become enforceable   Speaker: Stephanie Molyneaux is an attorney in the Washington, D.C. office of Venable, LLP, where she assists clients with a wide variety of transactional matters.  Her experience includes mergers and acquisitions, corporate governance, contractual agreements, technology transactions, licensing, and intellectual property transactions.  Ms. Molyneaux received her B.A., with distinction, from American University of Beirut and her J.D., magna cum laude, from the University of Richmond School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/13/2022
    Presented
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Course1

Letters of Intent in Business Transactions

$75.00

Letters of intent frame the material terms of business and commercial transactions.  They outline with considerable detail the substantive terms of the underlying agreement – price, reps and warranties, closing conditions, etc. They also provide a process by which a definitive underlying agreement will be finalized. But they are not, generally, intended to be definitive agreements themselves; not enforceable, only a substantial starting point. There is, however, a certain point at which the detail in these letters becomes so extensive that they become enforceable.  This program will provide you with a practical guide to the most important substantive and process aspects of letters of intent, their uses and traps, including unexpected enforceability.   Drafting effective letters of intent in transactions Purposes of letters, timing, relationship to diligence, exclusivity Substantive  terms v. process terms Indemnity, hold back and limitation of liability provisions Termination of a letter and survival of certain provisions Understanding the point at which letters of intent may become enforceable   Speaker: Stephanie Molyneaux is an attorney in the Washington, D.C. office of Venable, LLP, where she assists clients with a wide variety of transactional matters.  Her experience includes mergers and acquisitions, corporate governance, contractual agreements, technology transactions, licensing, and intellectual property transactions.  Ms. Molyneaux received her B.A., with distinction, from American University of Beirut and her J.D., magna cum laude, from the University of Richmond School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/13/2022
    Presented
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Course1

LIVE REPLAY: 2022 Ethics Update Part 1

$75.00

This annual ethics program will provide you with a round-table discussion of practical ethical issues important to your practice. The program will provide you with an engaging discussion of ethics developments involving technology and law practice, conflicts of interest, and attoarney-client communications in a digital world where no one is truly unplugged. The panel will also discuss the ethics of withdrawing from a matter and firing a client and the ethics of developing new business.  This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics and technology: A Potpourri Ethics, competence, and AI: What are competence and the unauthorized practice of law in a specialized world? Emerging issues in conflicts of interest, part 1   Day 2: Ethics of firing a client Ethics and client development Emerging issues in conflicts of interest, part 2   Speakers: Lucian T. Pera is a partner in the Memphis office of Adams & Reese, LLP.  His practice includes professional malpractice litigation as well as counseling lawyers and law firms in the area of ethics and professional responsibility.  He was a member of the ABA’s Ethics 2000 Commission and is co-author of "Ethics and Lawyering Today," a national e-mail newsletter on lawyer ethics, which is accessible at: www.ethicsandlawyering.com.  Before entering private practice, he served as a judicial clerk to Judge Harry W. Wellford of the U.S. Court of Appeals for the Sixth Circuit.  Mr. Pera received his A.B. with honors from Princeton University and his J.D. from Vanderbilt University School of Law. William Freivogel is the principal of Freivogel Ethics Consulting and is an independent consultant to law firms on ethics and risk management.  He was a trial lawyer for 22 years and has practiced in the areas of legal ethics and lawyer malpractice for 20 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. and past chair of the ABA Business Law Section Committee on Professional Responsibility.  He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com.  Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B. 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.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/14/2022
    Presented
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Course1

LIVE REPLAY: 2022 Ethics Update Part 1

$75.00

This annual ethics program will provide you with a round-table discussion of practical ethical issues important to your practice. The program will provide you with an engaging discussion of ethics developments involving technology and law practice, conflicts of interest, and attoarney-client communications in a digital world where no one is truly unplugged. The panel will also discuss the ethics of withdrawing from a matter and firing a client and the ethics of developing new business.  This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics and technology: A Potpourri Ethics, competence, and AI: What are competence and the unauthorized practice of law in a specialized world? Emerging issues in conflicts of interest, part 1   Day 2: Ethics of firing a client Ethics and client development Emerging issues in conflicts of interest, part 2   Speakers: Lucian T. Pera is a partner in the Memphis office of Adams & Reese, LLP.  His practice includes professional malpractice litigation as well as counseling lawyers and law firms in the area of ethics and professional responsibility.  He was a member of the ABA’s Ethics 2000 Commission and is co-author of "Ethics and Lawyering Today," a national e-mail newsletter on lawyer ethics, which is accessible at: www.ethicsandlawyering.com.  Before entering private practice, he served as a judicial clerk to Judge Harry W. Wellford of the U.S. Court of Appeals for the Sixth Circuit.  Mr. Pera received his A.B. with honors from Princeton University and his J.D. from Vanderbilt University School of Law. William Freivogel is the principal of Freivogel Ethics Consulting and is an independent consultant to law firms on ethics and risk management.  He was a trial lawyer for 22 years and has practiced in the areas of legal ethics and lawyer malpractice for 20 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. and past chair of the ABA Business Law Section Committee on Professional Responsibility.  He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com.  Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B. 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.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/14/2022
    Presented
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Course1

LIVE REPLAY: 2022 Ethics Update Part 2

$75.00

This annual ethics program will provide you with a round-table discussion of practical ethical issues important to your practice. The program will provide you with an engaging discussion of ethics developments involving technology and law practice, conflicts of interest, and attoarney-client communications in a digital world where no one is truly unplugged. The panel will also discuss the ethics of withdrawing from a matter and firing a client and the ethics of developing new business.  This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics and technology: A Potpourri Ethics, competence, and AI: What are competence and the unauthorized practice of law in a specialized world? Emerging issues in conflicts of interest, part 1   Day 2: Ethics of firing a client Ethics and client development Emerging issues in conflicts of interest, part 2   Speakers: Lucian T. Pera is a partner in the Memphis office of Adams & Reese, LLP.  His practice includes professional malpractice litigation as well as counseling lawyers and law firms in the area of ethics and professional responsibility.  He was a member of the ABA’s Ethics 2000 Commission and is co-author of "Ethics and Lawyering Today," a national e-mail newsletter on lawyer ethics, which is accessible at: www.ethicsandlawyering.com.  Before entering private practice, he served as a judicial clerk to Judge Harry W. Wellford of the U.S. Court of Appeals for the Sixth Circuit.  Mr. Pera received his A.B. with honors from Princeton University and his J.D. from Vanderbilt University School of Law. William Freivogel is the principal of Freivogel Ethics Consulting and is an independent consultant to law firms on ethics and risk management.  He was a trial lawyer for 22 years and has practiced in the areas of legal ethics and lawyer malpractice for 20 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. and past chair of the ABA Business Law Section Committee on Professional Responsibility.  He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com.  Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B. 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.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/15/2022
    Presented
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Course1

LIVE REPLAY: 2022 Ethics Update Part 2

$75.00

This annual ethics program will provide you with a round-table discussion of practical ethical issues important to your practice. The program will provide you with an engaging discussion of ethics developments involving technology and law practice, conflicts of interest, and attoarney-client communications in a digital world where no one is truly unplugged. The panel will also discuss the ethics of withdrawing from a matter and firing a client and the ethics of developing new business.  This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics and technology: A Potpourri Ethics, competence, and AI: What are competence and the unauthorized practice of law in a specialized world? Emerging issues in conflicts of interest, part 1   Day 2: Ethics of firing a client Ethics and client development Emerging issues in conflicts of interest, part 2   Speakers: Lucian T. Pera is a partner in the Memphis office of Adams & Reese, LLP.  His practice includes professional malpractice litigation as well as counseling lawyers and law firms in the area of ethics and professional responsibility.  He was a member of the ABA’s Ethics 2000 Commission and is co-author of "Ethics and Lawyering Today," a national e-mail newsletter on lawyer ethics, which is accessible at: www.ethicsandlawyering.com.  Before entering private practice, he served as a judicial clerk to Judge Harry W. Wellford of the U.S. Court of Appeals for the Sixth Circuit.  Mr. Pera received his A.B. with honors from Princeton University and his J.D. from Vanderbilt University School of Law. William Freivogel is the principal of Freivogel Ethics Consulting and is an independent consultant to law firms on ethics and risk management.  He was a trial lawyer for 22 years and has practiced in the areas of legal ethics and lawyer malpractice for 20 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. and past chair of the ABA Business Law Section Committee on Professional Responsibility.  He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com.  Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B. 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.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/15/2022
    Presented
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Course1

The Art and Science of Conditional Gifts in Estate Planning

$75.00

In formulating their trust and estate plans, clients often want to set up benchmarks of achievement before distributions or gifts are made. These benchmarks often involve educational attainment – i.e., that a child obtain a college degree by a certain.  But they may involve more difficult to measure benchmarks or life goals that are arguably not appropriate – i.e., that a child marry or have children of their own by a certain age.  Conditional gifts can easily lead to resentments among beneficiaries, questionable enforceability, disputes, and fiduciary litigation.  This program will provide you with a practical guide to conditional gifting using incentive trusts and other mechanisms, and counseling clients about the real limits and risks of conditional gifting.   Conditional gifting using incentive trusts and other mechanisms Establishing objectively measurable conditions for gifts or distributions Types of conditions or benchmarks – education, life goals, etc. What’s enforceable, what’s not – counseling clients about limits Choosing the right fiduciaries to administer conditional gifts/incentive trusts   Speaker: Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.  Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/16/2022
    Presented
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Course1

The Art and Science of Conditional Gifts in Estate Planning

$75.00

In formulating their trust and estate plans, clients often want to set up benchmarks of achievement before distributions or gifts are made. These benchmarks often involve educational attainment – i.e., that a child obtain a college degree by a certain.  But they may involve more difficult to measure benchmarks or life goals that are arguably not appropriate – i.e., that a child marry or have children of their own by a certain age.  Conditional gifts can easily lead to resentments among beneficiaries, questionable enforceability, disputes, and fiduciary litigation.  This program will provide you with a practical guide to conditional gifting using incentive trusts and other mechanisms, and counseling clients about the real limits and risks of conditional gifting.   Conditional gifting using incentive trusts and other mechanisms Establishing objectively measurable conditions for gifts or distributions Types of conditions or benchmarks – education, life goals, etc. What’s enforceable, what’s not – counseling clients about limits Choosing the right fiduciaries to administer conditional gifts/incentive trusts   Speaker: Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.  Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/16/2022
    Presented
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Course1

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: H. Michael Drumm is the founder and member of Drumm Law, LLC in Denver, Colorado, where he has an extensive franchise, trademark and business transactional practice.  He works with franchisors across industries nationwide helping them draft, file and renew their franchise Disclosure Documents and franchise agreements.  He has a specialty representing craft breweries to help them trademark their brands and protect their intellectual property. He has been repeatedly honored by Franchise Times magazine as a “Legal Eagle” and has been designated by the International Franchise Association as a “Certified Franchise Executive.”  Mr. Drumm received his BSBA from the University of Missouri-Columbia and his J.D. from the University of Texas School of Law. 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.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/16/2022
    Avail. Until
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Trust and Estate Planning for Pets

$75.00

Providing for the care of pets is, for some clients, their most urgent estate and trust priority.  These clients want to ensure that, after their own deaths, their pets are looked after in a safe and secure environment.  But the law is unclear in this area – there are few familiar planning patterns to follow in this area.The challenge for the planner is to create new structures to achieve these goals, including choosing standards for caregivers and trustees, drafting distribution provisions, and providing for the disposition of the remains of pets.This program will provide you with a practical guide to the estate and trust planning for pets and other animals, including drafting trusts, fiduciary standards, and distribution provisions. Legal and practical framework for estate and trust planning for pets and other animals Traditional trusts v. statutory trusts – advantages and disadvantages of each Drafting standards for caregivers and trustees, and understanding the relationship between the two Distributions to caregivers for the pet and for themselves Designation of remainder beneficiary or trust, terminating the trust, and final disposition of pets or other animals   Speakers: Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.  Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law. Michael Sneeringer an attorney in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA’s Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute.Mr. Sneeringer received his B.A. from Washington & Jefferson College, his J.D., cum laude, St. Thomas University School of Law, and his LL.M. from the University of Miami School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/17/2022
    Avail. Until
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Planning with S Corps, Part 1

$75.00

Despite the prevalence of LLCs, S Corps remain a preferred choice of entity for many family-controlled and other closely-held businesses.  They retain certain tax advantages over other pass-through entities and their corporate structure makes them familiar to investors, their legal counselors, and lenders. Still, S Corps are “fragile” entities in the sense that the tradeoff for their tax and other benefits is that they must adhere to a several capital structure restrictions, which limit their flexibility.  Drafting S Corp stockholders’ agreements is a careful balance of maximizing tax benefits, preventing the loss of the preferred tax status through inadvertently disqualifying corporate actions, and maximizing organizational flexibility in other areas. This program will provide you with a real world guide to business planning with S Corps and drafting their underlying stockholder agreements. Day 1: Business planning with S Corps and drafting S stockholders’ agreements Counseling clients on choice of entity considerations of S Corps v. LLCs/partnerships Capital structure issues – restrictions on types of debt and equity Who qualifies as an eligible  S Corp stockholder Transferability of interests and restrictions to preserve S Corp status   Day 2: Understanding tax benefits (and traps) of S Corps Distribution planning in S Corps – tax advantages/disadvantages of withdrawing money as salary or distributions Incentive compensation issues, including fringe benefits and restrictions on deductibility Planning for the merger or sale of an S Corp into another S Corp, LLC or C Corp   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.  Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center. 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. Mr. Paoli earned his B.S/B.A., magna cum laude, from Georgetown University and his J.D. from Duke University School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/18/2022
    Avail. Until
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Course1

Planning with S Corps, Part 2

$75.00

Despite the prevalence of LLCs, S Corps remain a preferred choice of entity for many family-controlled and other closely-held businesses.  They retain certain tax advantages over other pass-through entities and their corporate structure makes them familiar to investors, their legal counselors, and lenders. Still, S Corps are “fragile” entities in the sense that the tradeoff for their tax and other benefits is that they must adhere to a several capital structure restrictions, which limit their flexibility.  Drafting S Corp stockholders’ agreements is a careful balance of maximizing tax benefits, preventing the loss of the preferred tax status through inadvertently disqualifying corporate actions, and maximizing organizational flexibility in other areas. This program will provide you with a real world guide to business planning with S Corps and drafting their underlying stockholder agreements. Day 1: Business planning with S Corps and drafting S stockholders’ agreements Counseling clients on choice of entity considerations of S Corps v. LLCs/partnerships Capital structure issues – restrictions on types of debt and equity Who qualifies as an eligible  S Corp stockholder Transferability of interests and restrictions to preserve S Corp status   Day 2: Understanding tax benefits (and traps) of S Corps Distribution planning in S Corps – tax advantages/disadvantages of withdrawing money as salary or distributions Incentive compensation issues, including fringe benefits and restrictions on deductibility Planning for the merger or sale of an S Corp into another S Corp, LLC or C Corp   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.  Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center. 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. Mr. Paoli earned his B.S/B.A., magna cum laude, from Georgetown University and his J.D. from Duke University School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/19/2022
    Avail. Until
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REPLAY: Diversity, Equity & Inclusion in Law Practice

$75.00

This program will provide you with a practical guide to diversity, inclusion, and equity in law firms and in clients. The program will discuss the value of diversity and inclusion, including how it fosters collegiality, greater client value, and organizational and personal growth.  The panel will look at real world case studies of what types of diversity training work and help law firms – and also review those types of training that do not work. The program cover best practices not only for law firms but also for advising clients on developing diversity, inclusion, and equity training and practices.   Types of diversity – internal, external, organizational, and worldview Racial and ethnic, generational and age, gender, socio-economic diversity Training to raise awareness of unconscious bias v. promoting allyship and inclusivity What types of diversity training work – and what types do not work? Best practices in helping law firms and their clients grow in diversity, inclusion and equity   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.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/19/2022
    Presented
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REPLAY: Diversity, Equity & Inclusion in Law Practice

$75.00

This program will provide you with a practical guide to diversity, inclusion, and equity in law firms and in clients. The program will discuss the value of diversity and inclusion, including how it fosters collegiality, greater client value, and organizational and personal growth.  The panel will look at real world case studies of what types of diversity training work and help law firms – and also review those types of training that do not work. The program cover best practices not only for law firms but also for advising clients on developing diversity, inclusion, and equity training and practices.   Types of diversity – internal, external, organizational, and worldview Racial and ethnic, generational and age, gender, socio-economic diversity Training to raise awareness of unconscious bias v. promoting allyship and inclusivity What types of diversity training work – and what types do not work? Best practices in helping law firms and their clients grow in diversity, inclusion and equity   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.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/19/2022
    Presented
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Guarantees in Real Estate Transactions

$75.00

Guarantees undergird most real estate transactions.  Lenders, investors and others are often unwilling or unable to finance or otherwise support a real estate transaction without certain substantial guarantees.  These guarantees may concern repayment of loan proceeds or performance of other services – construction, maintenance and waste prevention, environmental indemnity, etc.  The scope of guarantees is highly negotiated, particularly whether the guarantee is recourse or non-recourse and the scope of carve-outs from the guarantees. This program will provide you with a practical guide to negotiating and drafting guarantees in real estate transactions.    Types of guarantees – payment, performance, collection, completion Essential elements of a guarantee – consideration, scope, carve-outs, waivers Guarantees for property maintenance/no waste, environmental indemnity and other non-financial concerns Carve-outs – full v. partial, fraud, misappropriation, misapplication, failure to maintain, insurance, and more Guarantees of construction loans   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.  He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/20/2022
    Presented
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