Course1

2020 Ethics in Litigation Update, Part 2

$75.00

This annual ethics update will cover a wide range of ethical developments important to your civil litigation practice.  The program will provide detailed coverage of developments in conflicts of interest in litigation, confidentiality and the attorney-client privilege, and ethics in defense and common interest agreements.  The program will provide a wide ranging discussion of the ethical issues that arise with the spread, use and development of technology in litigation.  Also, the panel will discuss ethical issues in discovery of digital files, records, and communications.  Please join for this annual program which will provide you with a lively discussion of ethical developments important to civil litigation practice.  Day 1: Emerging issues in ethics and discovery Working with and preparing witnesses – the limits of coaching Recent developments in conflicts of interest, part 1   Day 2: Annual technology review – the many ways in which technology can cause ethical traps for lawyers in litigation Current developments in client confidentiality, the attorney-client privilege, and work product doctrine Recent developments 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.  He is the immediate past Treasurer of the ABA and currently serves as Vice President of the Tennessee Bar Association.  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 more than 25 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com<http://www.freivogelonconflicts.com/> .Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B.

  • MP3 Download
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  • 60
    Minutes
  • 12/23/2021
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Course1

2020 Ethics in Litigation Update, Part 1

$75.00

This annual ethics update will cover a wide range of ethical developments important to your civil litigation practice.  The program will provide detailed coverage of developments in conflicts of interest in litigation, confidentiality and the attorney-client privilege, and ethics in defense and common interest agreements.  The program will provide a wide ranging discussion of the ethical issues that arise with the spread, use and development of technology in litigation.  Also, the panel will discuss ethical issues in discovery of digital files, records, and communications.  Please join for this annual program which will provide you with a lively discussion of ethical developments important to civil litigation practice.  Day 1: Emerging issues in ethics and discovery Working with and preparing witnesses – the limits of coaching Recent developments in conflicts of interest, part 1   Day 2: Annual technology review – the many ways in which technology can cause ethical traps for lawyers in litigation Current developments in client confidentiality, the attorney-client privilege, and work product doctrine Recent developments 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.  He is the immediate past Treasurer of the ABA and currently serves as Vice President of the Tennessee Bar Association.  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 more than 25 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com<http://www.freivogelonconflicts.com/> .Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B.

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  • 60
    Minutes
  • 12/23/2021
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Choice of Entity for Service Businesses

$75.00

Familiar tradeoffs in choice of entity for businesses selling goods are scrambled when it comes to service-based businesses. This is particularly true with regard to tax law and the relatively new deduction for certain types of income in pass-through businesses. Choice of entity for service businesses also differ in consideration of distributions and employment taxes, incentive compensation and vesting of restricted ownership interests, and the eventual sale, liquidation or accession of new owners.  This program will provide you with practical guide to choice of entity for service businesses with special emphasis on the new tax law.   How the new deductions for pass-through income applies to service businesses What income and types of businesses are covered or not Regulatory, industry, finance and other non-tax considerations for service businesses Using multiple entities to achieve variable ownership, management and tax goals Converting entities if a prior choice of entity is no longer sound   Speaker: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.

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  • 60
    Minutes
  • 12/23/2021
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Valuation of Closely Held Companies

$75.00

Virtually every transaction of a closely held company requires a valuation. The company may be selling itself or some of its assets; obtaining a loan or placing equity with new investor; or the valuation may be needed for trust and estate planning. But valuing a closely held company is much art as science because there is no regular and liquid market matching buyers and sellers. This can make valuation highly contentious as parties argue over add-backs, discounts and premiums, and how to “price” cash flow or earnings. And all the familiar calculations have been altered by recent tax law changes. This program will provide you a real-world guide to valuation methodologies, areas of common dispute, and drafting tips. Valuation methodologies depending on the type of business or asset – asset-based, cash flow, market comps, and intrinsic value Role of objective factors v. professional judgment Impact of recent tax law changes on valuation Valuation premiums and discounts – “fair market value” and “fair value” Valuation drafting issues for lawyers Costly valuation mistakes and how to reduce risk of dispute   Speaker:

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  • 60
    Minutes
  • 12/23/2021
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Course1

Escrow Agreements in Real Estate Transactions

$75.00

Escrow agreements are essential documents in every significant real estate transaction. They are mechanisms for allocating risk among the parties to the transaction.  Escrow agents are charged with determining whethercertain contractual conditions are satisfied, thereby triggering the disbursement of money or property.Escrow arrangements mitigate the risk of non-performance by one of the parties.  But escrow agreements are fraught with potential conflicts and traps that may give rise to delays in finally closing a transaction. This program will provide you with a practical guide to drafting effective escrow agreements, risk allocation, conflict avoidance and working with escrow agents. Essential terms – property held, duties, fees, conditions for release/disbursement Defining an agent’s duties, authority and liability Practical problems with escrow arrangements – holding all the documents, breaking escrow, death of party Issues in construction contracts, development transactions, and property sales Letter of credit, tax and bankruptcy issues to consider   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.

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  • 60
    Minutes
  • 12/23/2021
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Drafting Waivers of Conflicts of Interest

$75.00

A bedrock principle of lawyer ethics is that lawyers owe their clients loyalty, free of conflicts of interest, unless those conflicts are waived by a client in writing. Clients are entitled to zealous representation without the lawyer being conflicted by other representations. When a conflict arises, the lawyer is required to decline the representation, unless the conflict is explicitly waived by the client.  But waivers are not always easily accomplished.  They must be carefully drafted, particularly when it purports to be of an anticipated conflict, not an existing conflict. This program will provide you with a practical guide to the rules governing conflict waivers, types of waivers, and drafting tips.  Key provisions of waivers and ensuring there is “informed” consent Advance waivers – drafting waivers for anticipated conflicts Types of advance waivers – stating subject area, adverse parties, neither or both Sources of rules and practical guidance on drafting waivers Common mistakes made in drafting waivers Consequences of ineffective waivers   Speaker:

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  • 60
    Minutes
  • 12/23/2021
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Course1

2020 Trust Litigation Update

$75.00

Baby Boomers are retiring with more wealth – and more complicated family situations – than earlier generations.This wealth and demographic complexity are generating more ever more trust litigation. This litigation includes the extent to which trust interests are reachable in divorce proceedings; fiduciary investment decisions, the handling of concentrated positions in closely held companies, and arguably tortious interference with trust interests. These and many other significant developments trends will be discussed. This program will provide you with a practical guide to significant developments in trust and estate litigation. Tortious interference with inheritance interests Handling concentrated positions in closely held companies Disputes involving operation of family businesses in trusts Trust interests in divorce Counseling clients when fiduciary litigation involves family animosity Modifying trust interests through litigation   Speakers:

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  • 60
    Minutes
  • 12/23/2021
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Course1

Closely Held Stock Options, Restricted Stock, Etc.

$75.00

Equity-based compensation is often essential to recruiting and retaining key employees in closely held companies.  Whether through the use of stock options, restricted stock, appreciation rights or other instruments and techniques, incentive compensation aligns the financial interests of key employees with the entity. Incentive compensation also often has the benefit of not requiring the immediately outlay of cash. Depending on the instruments used, equity-based compensation may also help defer tax recognition.  Compensation in LLCs takes on different forms but functions similarly. This program will provide you with a practical guide to equity-based incentive compensation in closely held companies. C and S Corp incentive compensation v. pass-through entity incentive compensation Eligibility for tax-favored Incentive Stock Options v. non-qualified stock options Use of restricted stock – valuation, vesting, and treatment Appreciation rights in corporate and pass-through entities Common structuring and drafting traps Tax treatment, advantages and disadvantages of incentive compensation   Speaker:

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    Format
  • 60
    Minutes
  • 12/23/2021
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Course1

How Ethics Rules Apply to Lawyers Outside of Law Practice

$75.00

Ethics rules are intended primarily to regulate lawyer acts when practicing law. But the rules do not always stop there. Lawyers can be held responsible and disciplined under ethics rules for things they do when acting outside of their practices.  Lawyers may be disciplined under ethics rules for criminal conduct, including misdemeanors, entirely unrelated to their lawyerly conduct. They may be also be disciplined for any acts that involve dishonesty, misrepresentation, or any actions prejudicial to the judicial system. This program will provide you with a real-world guide to circumstances in which ethics rules apply to lawyers when they act outside of law practice.  Dishonesty and misrepresentation when a lawyer is acting as a non-lawyer Lawyers as business people – how counter-parties can allege ethical misconduct Ex parte communications – when lawyers represent themselves in litigation or in other matters, who can they communicate with? Violations of law, including misdemeanors, as ethics violations Restrictions on lawyers’ ability to market themselves in non-lawyer roles   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-pagetreatise 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.

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  • 60
    Minutes
  • 12/23/2021
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Course1

Real Estate Finance: Trends and Best Practices, Part 2

$75.00

This program will provide you with a guide to real estate finance. It will cover the practical aspects of structuring debt, equity, and mezzanine finance.  Major issues and traps in negotiating first mortgages, including personal guarantees and carve-outs, will be discussed in detail. The program will also cover credit enhancement, leasehold finance, and how financing alternatives have changed in a stronger market. This program will provide you with a real-world guide to major issues in negotiating and drafting real estate finance agreements. Day 1: Major issues of negotiating first mortgages Loan application and bank commitments Role of personal guarantees and negotiating non-recourse carve-outs with lenders Defeasance and prepayment premiums   Day 2: Structuring equity in real estate deals Mezzanine financing and drafting issues Leasehold finance Credit enhancement instruments Single purpose entities for finance purposes   Speaker:

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  • 60
    Minutes
  • 12/23/2021
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Course1

Real Estate Finance: Trends and Best Practices, Part 1

$75.00

This program will provide you with a guide to real estate finance. It will cover the practical aspects of structuring debt, equity, and mezzanine finance.  Major issues and traps in negotiating first mortgages, including personal guarantees and carve-outs, will be discussed in detail. The program will also cover credit enhancement, leasehold finance, and how financing alternatives have changed in a stronger market. This program will provide you with a real-world guide to major issues in negotiating and drafting real estate finance agreements. Day 1: Major issues of negotiating first mortgages Loan application and bank commitments Role of personal guarantees and negotiating non-recourse carve-outs with lenders Defeasance and prepayment premiums   Day 2: Structuring equity in real estate deals Mezzanine financing and drafting issues Leasehold finance Credit enhancement instruments Single purpose entities for finance purposes   Speaker:

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
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Course1

Lawyer Ethics in Real Estate Practice

$75.00

The real estate industry is fiercely competitive as developers and contractors, investors and lenders, brokers and others – often with the aid of legal counsel – seek advantage. This can easily present real estate lawyers with ethical dilemmas. Conflicts of interest are rife. There are issues of communicating and negotiating with unrepresented parties. There are also issues of taking an equity stake in a real estate venture in lieu of fees.  Sometimes, too, there is the discovery that a client is engaged in wrongdoing. These and many other ethical issues arise in real estate practice.  This program will provide you with a real world guide to common ethics issues in real estate practice. Joint representations of a business entity and its owners in a real estate transaction Representation of a client with adverse interests in unrelated transactions Receipt of deal equity in exchange for legal services Communications with unrepresented parties – and with represented parties Inadvertent disclosure of confidential deal terms Special issues when client wrongdoing is discovered   Speakers:

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
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Course1

Director and Officer Liability

$75.00

Statutory and common law impose certain fiduciary duties – of care, diligence, good faith and fair dealing – on directors and managers of corporate entities, managers of LLCs, and, in certain instances, members of LLCs. The corporate and organizational opportunity doctrines also operate to restrict the activity of closely held company stakeholders, preventing misappropriation of certain corporate or LLC opportunities.  In certain instances, the owners of the entity may want to expand, limit, or eliminate these duties.  Depending on the entity involved and the specific duty, the law may allow modification by agreement, but unintended consequences may be substantial. This program will provide you with a practical guide to fiduciary duties in corporations and LLCs, how they may be modified, and the practical consequences.  Fiduciary duties and standards of review – duty of loyalty and duty of care Conflicts of interest and self-dealing issues in closely held corporations Fiduciary duties in LLCs – standards set by contract and by law What duties may be modified or eliminated – and which may not Corporate and organizational opportunity doctrines in closely held companies   Speakers:

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  • 60
    Minutes
  • 12/23/2021
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Drafting Ground Leases, Part 2

$75.00

Ground leases are sophisticated contracts combining the elements of buy/sell agreements, commercial leases, and a sophisticated financing.  A landowner enters a long-term lease with a developer who constructs a building or other improvements on the land. The developer generally finances the building, occupying it or leasing it out to other tenants, paying the landowner rent on the underlying ground over a long period of time.  There are many benefits of ground leases for the landowner and the tenant. But they are very complex agreements involving sophisticated economic calculations and require very careful review. This program will provide you with a practical guide tohow ground leases work, andnegotiating and drafting them. Day 1: Overview of important provisions of ground leases Underlying economics of ground leases Permitted use and change of use Methodologies for setting and adjusting rent to reflect risk and value over time   Day 2: Major financing issues, including subordination Construction and development issues Special condemnation and casualty considerations   Speaker:

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    Format
  • 60
    Minutes
  • 12/23/2021
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Drafting Ground Leases, Part 1

$75.00

Ground leases are sophisticated contracts combining the elements of buy/sell agreements, commercial leases, and a sophisticated financing.  A landowner enters a long-term lease with a developer who constructs a building or other improvements on the land. The developer generally finances the building, occupying it or leasing it out to other tenants, paying the landowner rent on the underlying ground over a long period of time.  There are many benefits of ground leases for the landowner and the tenant. But they are very complex agreements involving sophisticated economic calculations and require very careful review. This program will provide you with a practical guide tohow ground leases work, andnegotiating and drafting them. Day 1: Overview of important provisions of ground leases Underlying economics of ground leases Permitted use and change of use Methodologies for setting and adjusting rent to reflect risk and value over time   Day 2: Major financing issues, including subordination Construction and development issues Special condemnation and casualty considerations   Speaker:

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
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Reps and Warranties in Business Transactions

$75.00

Representations and warranties are a marquee feature of virtually every significant transaction.  Parties often conduct extensive due diligence but want specific assurances about important facts about which only the company would have the best information. These facts – e.g., the absence of liabilities or the presence of certain authorizations – can be few or great in number, and they vary according to the facts of the transaction. They are essential to most transactions. This program will provide you with a real-world guide to the differences between reps and warranties, the types and their remedies, and drafting. Differences between reps and warranties, and their remedies Relationship between diligence and reps and warranties – and what the law says about how one impacts the other Reps and warranties concerning tangible and intangible property – title, taxes, transfer restrictions Provisions covering revenue projections, financial statements, and customer lists Understanding the limits of reps and warranties – what you can ask for, what you can get   Speaker:

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  • 60
    Minutes
  • 12/23/2021
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Drafting Business Service Agreements

$75.00

Companies are increasingly focused on their “core competencies,” outsourcing all other functions – sales, bookkeeping, IT, customer and product support, warranty work – to third party professionals and their companies.  Drafting agreements to capture this work is unlike drafting a conventional employment agreement.  It requires a sophisticated understanding of the service, benchmarks for performance and reporting, the protection of highly confidential business information, and much more. The underlying agreement must carefully create the complex interactions of all of these elements for the client to get the benefit of its bargain.  This program will provide you with a practical guide to drafting services agreements in business.  Drafting services agreements for “hard” and “soft” services Scope of services provided, modification of services, and relationship to fees Performance standards and timeliness of delivery of services Types of fee structures and common traps Ensuring ownership of key files, records, “know how,” customer lists, and trade secrets Issues related to sub-contracting, designation of agents, and assignment of the contract Conflicts of interest, limitation of liability, and indemnification    Speaker:  

  • MP3 Download
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  • 60
    Minutes
  • 12/23/2021
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Domestic Self-Settled Trusts

$75.00

In recent years, many states have begun to allow self-settled spendthrift trusts. These new trusts allow the settlor to obtain the benefits of offshore asset protection trusts without the complexity, cost, and byzantine application of foreign law. A settlor can shield assets from his or her creditors or tort claimants, remove those assets from his or her gross estate, and obtain other tax and non-tax benefits.Though more accessible than offshore trusts, domestic asset protection trusts still come with risk. This program will provide you with a practical guide to using self-settled spendthrift trusts and drafting their instruments.  What are domestic asset protection trusts? When are they best used and what are the risks? What states allow these trusts and subject to what limits? How do domestic trusts and offshore trust compare? What are the tax benefits and risks of thee trusts?   Speakers:

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
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LIVE REPLAY: Ethical Issues for Small Law Firms: Technology, Paralegals, Remote Practice & More

$75.00

Solo and small firm practitioners wear many hats. They practice law but also run the office and manage all of its information technology – file storage, email, and Web sites.  They may supervise paralegals or contract attorneys. They also need to be attentive to developing new clients.  Each of these and other roles comes with ethical issues and traps.  Email, file storage, and law firm web sites implicate issues of competence, confidentiality, and potentially the attorney-client privilege.  Supervising paralegals or junior attorneys implicates supervisory ethics and conflicts of interest.  Client development also implicates a range of ethics issues.  It’s a lot to manage for a firm of any size, but particularly for smaller firms.  This program will provide you with a practical guide to major ethics issues for solo and small firm practitioners. Ethical issues for small law firms and solo practitioners Technology – storing client files in “the Cloud,” email traps, and remote networks Pooled Resources – shared office/meeting space, shared support staff, shared technology Client Development – web sites and lawyer biographies, email/newsletters, social media, advertising and more Paralegals – training and billing, confidentiality and the attorney-client privilege Co-Counsel – ethical responsibilities when practicing with other lawyers Speaker: 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. H. Michael Drumm is the founder and member of a 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 B.S.B.A. from the University of Missouri-Columbia and his J.D. from the University of Texas School of Law.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/8/2020
    Presented
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LIVE REPLAY: Ethical Issues for Small Law Firms: Technology, Paralegals, Remote Practice & More

$75.00

Solo and small firm practitioners wear many hats. They practice law but also run the office and manage all of its information technology – file storage, email, and Web sites.  They may supervise paralegals or contract attorneys. They also need to be attentive to developing new clients.  Each of these and other roles comes with ethical issues and traps.  Email, file storage, and law firm web sites implicate issues of competence, confidentiality, and potentially the attorney-client privilege.  Supervising paralegals or junior attorneys implicates supervisory ethics and conflicts of interest.  Client development also implicates a range of ethics issues.  It’s a lot to manage for a firm of any size, but particularly for smaller firms.  This program will provide you with a practical guide to major ethics issues for solo and small firm practitioners. Ethical issues for small law firms and solo practitioners Technology – storing client files in “the Cloud,” email traps, and remote networks Pooled Resources – shared office/meeting space, shared support staff, shared technology Client Development – web sites and lawyer biographies, email/newsletters, social media, advertising and more Paralegals – training and billing, confidentiality and the attorney-client privilege Co-Counsel – ethical responsibilities when practicing with other lawyers Speaker: 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. H. Michael Drumm is the founder and member of a 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 B.S.B.A. from the University of Missouri-Columbia and his J.D. from the University of Texas School of Law.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/8/2020
    Presented
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LIVE REPLAY: Retail Leases: Restructurings, Subleases, and Insolvency

$75.00

The cardinal goal of leasing is certainty.  Landlords and their lenders want stable, long-term tenants and reliable, predictable rent payments.  Tenants want stability and predictability, too.  So, when one of the parties becomes insolvent or goes bankrupt, those carefully laid financial and operational plans go awry and new costs enter the equation.  The crisis in the bricks-and-mortar retail industry has brought these issues into sharp relief again.  Landlords and tenants must grapple with what rights each have, how and when they may be asserted, and how they can preserve value in the lease.  Part of this is a function of what the lease, part is a function of what the law requires. This program will provide you with a real-world guide to planning for insolvency in commercial leases - and what to do after it's happened.    Drafting leases to mitigate losses in event of lessee default  Remedies for landlords on lessee default  Renegotiation strategies for distressed lessees  Bankruptcy issues in leasing   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.  He speaks extensively on real estate topics nationally.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School. Dov V. Frankel is of counsel in the Cleveland office of Taft Stettinius & Hollister LLP, where he represents companies and individuals in bankruptcy and receivership proceedings, as well as out-of-court restructurings and workout matters.  He represents lenders, creditors, buyers and landlords across the country, including defense and adversarial proceedings.  He is also a contributing author to Norton’s Annual Survey of Bankruptcy Law and a member of the American Bankruptcy Institute.  Mr. Frankel earned his undergraduate degree from Ner Israel Rabbinical College and his J.D. from the University of Maryland School of Law.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/9/2020
    Presented
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LIVE REPLAY: Retail Leases: Restructurings, Subleases, and Insolvency

$75.00

The cardinal goal of leasing is certainty.  Landlords and their lenders want stable, long-term tenants and reliable, predictable rent payments.  Tenants want stability and predictability, too.  So, when one of the parties becomes insolvent or goes bankrupt, those carefully laid financial and operational plans go awry and new costs enter the equation.  The crisis in the bricks-and-mortar retail industry has brought these issues into sharp relief again.  Landlords and tenants must grapple with what rights each have, how and when they may be asserted, and how they can preserve value in the lease.  Part of this is a function of what the lease, part is a function of what the law requires. This program will provide you with a real-world guide to planning for insolvency in commercial leases - and what to do after it's happened.    Drafting leases to mitigate losses in event of lessee default  Remedies for landlords on lessee default  Renegotiation strategies for distressed lessees  Bankruptcy issues in leasing   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.  He speaks extensively on real estate topics nationally.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School. Dov V. Frankel is of counsel in the Cleveland office of Taft Stettinius & Hollister LLP, where he represents companies and individuals in bankruptcy and receivership proceedings, as well as out-of-court restructurings and workout matters.  He represents lenders, creditors, buyers and landlords across the country, including defense and adversarial proceedings.  He is also a contributing author to Norton’s Annual Survey of Bankruptcy Law and a member of the American Bankruptcy Institute.  Mr. Frankel earned his undergraduate degree from Ner Israel Rabbinical College and his J.D. from the University of Maryland School of Law.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/9/2020
    Presented
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LIVE REPLAY: Lawyer Ethics and Investigations for and of Clients

$75.00

  Investigations by lawyers are an essential element of most litigation.  Lawyers investigate the parties and the facts underlying the case through the use of third-party investigators, online searches, obtaining public records, seeking the production of electronic communications, including text messages, and much more.  Also, lawyers sometimes need to investigate their own clients – to assure themselves of the veracity of certain representations or when the lawyer suspects the client may be actively misleading the lawyer.  But these investigations are not unbounded.  Ethics rules limit what the lawyer can do and say, and how the work product of these investigations can be used.  This program will provide you with a practical guide to ethical issues when lawyers conduct investigations.  Duty of an attorney to investigate a case before filing a lawsuit “Pre-texting” – the ethics of deception  in investigations Ethical issues when a lawyer investigates a client – and when it is ethically required Conflicts of interest in investigations Ethical issues in social media and online searches – and obtaining text messages Use of third-party investigators Limitations on investigating members of a jury or jury pool Real world consequences when investigations go awry – discipline, sanctions, exclusion of evidence obtained 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.   She received her B.A. and M.S. from the University of Pennsylvania and her J.D. from Albany Law School. 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.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/10/2020
    Presented
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LIVE REPLAY: Lawyer Ethics and Investigations for and of Clients

$75.00

  Investigations by lawyers are an essential element of most litigation.  Lawyers investigate the parties and the facts underlying the case through the use of third-party investigators, online searches, obtaining public records, seeking the production of electronic communications, including text messages, and much more.  Also, lawyers sometimes need to investigate their own clients – to assure themselves of the veracity of certain representations or when the lawyer suspects the client may be actively misleading the lawyer.  But these investigations are not unbounded.  Ethics rules limit what the lawyer can do and say, and how the work product of these investigations can be used.  This program will provide you with a practical guide to ethical issues when lawyers conduct investigations.  Duty of an attorney to investigate a case before filing a lawsuit “Pre-texting” – the ethics of deception  in investigations Ethical issues when a lawyer investigates a client – and when it is ethically required Conflicts of interest in investigations Ethical issues in social media and online searches – and obtaining text messages Use of third-party investigators Limitations on investigating members of a jury or jury pool Real world consequences when investigations go awry – discipline, sanctions, exclusion of evidence obtained 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.   She received her B.A. and M.S. from the University of Pennsylvania and her J.D. from Albany Law School. 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.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/10/2020
    Presented
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LIVE REPLAY: What to Do When a Partner Leaves? Non-competition for Departing Owners

$75.00

In closely held companies, its partners are the keys to its success. They build, maintain and have access to key customer or client relationships, understand how services are delivered or products made, and have privileged access to the “know how” that makes the company a success.  They are at once both the keys to success and the greatest threats to the company should one or several of the partners leave the company and decide to compete with their former partners. The challenge is devising a series of enforceable protections to guard against this risk. This program will provide you with a guide to designing and drafting business and employment agreements and policies to protect closely held companies from unfair competition from departing partners.   Business law and employment law techniques to protect closely held companies from unfair competition from departed partners Incorporating protections in stockholders’, LLC members’ and operating agreements Use of the organizational opportunity doctrine and implied common law duties to protect a company Agreements to protect a company’s buyer from competition from the company’s sellers Differences among non-competition, non-solicitation and non-disparagement agreements Tailoring non-competition agreements with individuals to enhance enforceability   Speakers: 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
  • 6/11/2020
    Presented
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LIVE REPLAY: What to Do When a Partner Leaves? Non-competition for Departing Owners

$75.00

In closely held companies, its partners are the keys to its success. They build, maintain and have access to key customer or client relationships, understand how services are delivered or products made, and have privileged access to the “know how” that makes the company a success.  They are at once both the keys to success and the greatest threats to the company should one or several of the partners leave the company and decide to compete with their former partners. The challenge is devising a series of enforceable protections to guard against this risk. This program will provide you with a guide to designing and drafting business and employment agreements and policies to protect closely held companies from unfair competition from departing partners.   Business law and employment law techniques to protect closely held companies from unfair competition from departed partners Incorporating protections in stockholders’, LLC members’ and operating agreements Use of the organizational opportunity doctrine and implied common law duties to protect a company Agreements to protect a company’s buyer from competition from the company’s sellers Differences among non-competition, non-solicitation and non-disparagement agreements Tailoring non-competition agreements with individuals to enhance enforceability   Speakers: 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
  • 6/11/2020
    Presented
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Course1

LIVE REPLAY: Just Between Us: Drafting Effective Confidentiality & Non-disclosure Agreements

$75.00

  Many business transactions, employment agreements, and litigation settlement agreements rest on the bedrock of the parties agreeing to keep confidential the terms of the underlying agreement.  These agreements, sometimes considered extended exercises in boilerplate, are more properly a complex array of terms defining what’s confidential, what’s not, what constitutes a breach, and how long confidentiality must be maintained.  As importantly, these agreements are not self-executing.  How a contractual breach is redressed – damages and injunctive relief – must also be carefully considered to enhance practical enforceability.  This program will provide you with a practical guide to drafting confidentiality and nondisclosure agreements in a range of settings to enhance effectiveness and enforceability. Framework of law governing enforceability Defining the scope of confidential information – and what’s not confidential Key terms – persons covered, duration of confidentiality, forms of breach, damages Practical enforceability – what can be done at the drafting stage? Common traps that lead to unenforceability Speakers: Shannon M. Bell is a partner 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
  • 6/12/2020
    Presented
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Course1

LIVE REPLAY: Just Between Us: Drafting Effective Confidentiality & Non-disclosure Agreements

$75.00

  Many business transactions, employment agreements, and litigation settlement agreements rest on the bedrock of the parties agreeing to keep confidential the terms of the underlying agreement.  These agreements, sometimes considered extended exercises in boilerplate, are more properly a complex array of terms defining what’s confidential, what’s not, what constitutes a breach, and how long confidentiality must be maintained.  As importantly, these agreements are not self-executing.  How a contractual breach is redressed – damages and injunctive relief – must also be carefully considered to enhance practical enforceability.  This program will provide you with a practical guide to drafting confidentiality and nondisclosure agreements in a range of settings to enhance effectiveness and enforceability. Framework of law governing enforceability Defining the scope of confidential information – and what’s not confidential Key terms – persons covered, duration of confidentiality, forms of breach, damages Practical enforceability – what can be done at the drafting stage? Common traps that lead to unenforceability Speakers: Shannon M. Bell is a partner 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
  • 6/12/2020
    Presented
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LIVE REPLAY: Ethics in Negotiations – Boasts, Shading, and Impropriety

$75.00

Lawyers must be truthful.  Yet they must be zealous in the representation of their clients.  The tension between these two principles is perhaps never as great as when the lawyer is negotiating for a client.  The negotiation may be a settlement of litigation or in connection with a transaction. The lawyer may make statements about the law or fact – or simply refrain from making statements because the lawyer knows certain facts or legal precedent are adverse to his or her client’s interest.   Lawyers may also “puff” or boast, signaling that a negotiating stance is firmer than a client’s true positon or more substantively valid than the law can reasonably support.  At some point, the gray ethical line is tripped and what the lawyer does becomes improper. This program will provide you with a real world guide to ethical issues in lawyer negotiations.  Ethics and ethical drawing lines – what’s an acceptable level of deception in negotiations? Affirmative statements of fact, value or intent in settlements Silence about adverse law in negotiations Silence about facts unknown to an opponent or counter-party Silence about errors in settlement agreements or transactional documents Non-litigation work in another state – “temporary” practice 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.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School. 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.   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
  • 6/15/2020
    Presented
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Course1

LIVE REPLAY: Ethics of Shared Law Offices, Working Remotely & Virtual Offices

$75.00

Technology allows lawyers far more flexibility to practice law than ever before.  Lawyers can work in shared offices, splitting expenses with other small firms or solo practitioners. They can work remotely, from home or virtually anywhere, with basic computer and networking technology. But all these innovations come with potential ethics traps. These include issues of communications and confidentiality, supervising outsourced worked, multijurisdictional practice, and ethically managing all the technology used to practice law with this newfound flexibility.  This program will provide you with a practical guide to significant issues when lawyers and law firms share office space, work remotely, or establish “virtual” practices. Ethical issues when lawyers share office space or other resources but practice separately Disclosure to clients of virtual nature of law office Electronic communications, confidentiality, and ethical risks in virtual law offices How Web sites and a “virtual” presence implicate multijurisdictional practice issues Outsourcing work to paralegal services, including fee sharing issues  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. 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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/16/2020
    Presented
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