Course1

Charging Orders in Business Transactions

$75.00

A charging order redirects a partner or LLC member’s distributions, if any, to a creditor.  These court orders are frequently used when an LLC or partnership interest has been pledged to a creditor as collateral and the debtor is in default. Charging orders differ substantially from liens on corporate stock because charging orders do not allow the creditor to foreclose on the LLC or partnership interest but only claim distributions from the entity.  The creditor does not succeed to any other rights of the LLC member – voting rights, management rights – and is totally dependent on the entity to make distributions.  This program will provide you with a real-world guide to the uses and limitations of charging orders in transactions and tips on enhancing their effectiveness.    What does a creditor get with a charging order and what rights does the debtor retain? Impact of charging orders on the entity Enhancing the enforceability of charging orders Enforcement of one state’s charging order statute in another state Tax consequences of charging orders   Speakers: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law. Daniel Kleinberger is an Emeritus Professor of Law at Michell|Hamline where his teaching and scholarship focused on business law.  He has served as the reporter on many uniform laws in business law, including Series Unincorporated Entities and Limited Partnerships.  Before entering academic, he was an in-hose counsel at the 3m Corporation.  He is the author of a leading treatise on LLCs and a popular student treatise on agency, partnerships, and LLCs.  Professor Kleinberger earned his A.B. from Harvard University and his J.D. from Yale Law School.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/19/2025
    Avail. Until
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Course1

2023 Wage & Hour Update: New Overtime Rules

$75.00

Wage and hour regulations impact every employer. Whether a worker is classified as an employee or independent contractor and employees as “exempt” or “non-exempt” for purposes of overtime has major implications for employer tax and non-tax compliance.  Failure to properly classify a worker can lead to substantial financial liability for employers and compliance has become more difficult as employers, following commercial trends, employee more “gig” workers or independent contractors.  Enforcement by the US Department of Labor and state equivalents is increasing.  This program will provide you with a practical guide to major developments in overtime rules and regulations and provide guidance on best practices to avoid liability.   Major case law and regulatory developments impacting overtime compliance Continuing classification litigation around “gig” economy workers Anticipated Biden Administration changes to overtime rules Changes to the “PAID” independent audit program Best practices to avoid misclassification liability   Speaker: Chris Jalian is an attorney in the Los Angeles office of Paul Hastings, LLP, where he represents employers in all aspects of labor and employment law, including wage-and-hour matters and discrimination. He has experience with class and representative actions, multi-plaintiff, and single-plaintiff lawsuits defending employers in state and federal courts in cases involving federal and state antidiscrimination, equal pay and whistleblower laws, the Fair Labor Standards Act, and a variety of state wage and hour laws. He also counsels clients to ensure compliance with wage and hour requirements.  Jennifer Milazzo is an attorney in the Los Angeles office of Paul Hastings, LLP, where she represents employers in all aspects of labor and employment law, including harassment, discrimination, retaliation, wrongful termination, and wage and hour issues, in both single-plaintiff and class-action matters. Prior to entering private practice, Ms. Milazzo served as a judicial extern to the Judge Stephen Wilson of the United States District Court for the District of California. 

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/20/2025
    Avail. Until
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Course1

LIVE REPLAY: Secured Transactions Practice: Security Agreements to Foreclosures, Part 1

$75.00

Secured transactions are the most common form of commercial transaction and help finance businesses of every size.  They are governed by the complex provisions of UCC Article 9. Getting every detail in financing statements, security agreements, and perfection of credits is essential. Agreements can be costly and time consuming to draft, and full of risk. Failure to comply with UCC Article 9 in drafting security agreements, perfecting a creditor’s interest, or foreclosing a lien can easily cause the value of the underlying transaction to be lost.  This program will provide you with a real-world guide UCC Article 9 practice.   Day 1: Lifecycle of UCC Article 9 secured transactions Drafting cost-effective and enforceable security agreements What to do when something about the debtor changes – e.g., name, location, ownership Accounts receivable, inventory, equipment, intellectual property Anti-assignment provisions regarding collateral Enhancing enforceability of security agreements and reduce risks in foreclosure   Day 2: Framework for the foreclosure of personal property under UCC Article 9 Foreclosing on equipment, inventory, intellectual property, and accounts receivable Duties of junior creditors to senior creditors on foreclosure Rights to proceeds of foreclosure sales and reducing foreclosure costs Rights of guarantors Debtor remedies in the event of a secured party default Cost-efficient alternatives to foreclosures and circumstances when these alternatives are available   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/21/2025
    Presented
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Course1

LIVE REPLAY: Secured Transactions Practice: Security Agreements to Foreclosures, Part 1

$75.00

Secured transactions are the most common form of commercial transaction and help finance businesses of every size.  They are governed by the complex provisions of UCC Article 9. Getting every detail in financing statements, security agreements, and perfection of credits is essential. Agreements can be costly and time consuming to draft, and full of risk. Failure to comply with UCC Article 9 in drafting security agreements, perfecting a creditor’s interest, or foreclosing a lien can easily cause the value of the underlying transaction to be lost.  This program will provide you with a real-world guide UCC Article 9 practice.   Day 1: Lifecycle of UCC Article 9 secured transactions Drafting cost-effective and enforceable security agreements What to do when something about the debtor changes – e.g., name, location, ownership Accounts receivable, inventory, equipment, intellectual property Anti-assignment provisions regarding collateral Enhancing enforceability of security agreements and reduce risks in foreclosure   Day 2: Framework for the foreclosure of personal property under UCC Article 9 Foreclosing on equipment, inventory, intellectual property, and accounts receivable Duties of junior creditors to senior creditors on foreclosure Rights to proceeds of foreclosure sales and reducing foreclosure costs Rights of guarantors Debtor remedies in the event of a secured party default Cost-efficient alternatives to foreclosures and circumstances when these alternatives are available   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/21/2025
    Presented
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Course1

LIVE REPLAY: Secured Transactions Practice: Security Agreements to Foreclosures, Part 2

$75.00

Secured transactions are the most common form of commercial transaction and help finance businesses of every size.  They are governed by the complex provisions of UCC Article 9. Getting every detail in financing statements, security agreements, and perfection of credits is essential. Agreements can be costly and time consuming to draft, and full of risk. Failure to comply with UCC Article 9 in drafting security agreements, perfecting a creditor’s interest, or foreclosing a lien can easily cause the value of the underlying transaction to be lost.  This program will provide you with a real-world guide UCC Article 9 practice.   Day 1: Lifecycle of UCC Article 9 secured transactions Drafting cost-effective and enforceable security agreements What to do when something about the debtor changes – e.g., name, location, ownership Accounts receivable, inventory, equipment, intellectual property Anti-assignment provisions regarding collateral Enhancing enforceability of security agreements and reduce risks in foreclosure   Day 2: Framework for the foreclosure of personal property under UCC Article 9 Foreclosing on equipment, inventory, intellectual property, and accounts receivable Duties of junior creditors to senior creditors on foreclosure Rights to proceeds of foreclosure sales and reducing foreclosure costs Rights of guarantors Debtor remedies in the event of a secured party default Cost-efficient alternatives to foreclosures and circumstances when these alternatives are available   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/22/2025
    Presented
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Course1

LIVE REPLAY: Secured Transactions Practice: Security Agreements to Foreclosures, Part 2

$75.00

Secured transactions are the most common form of commercial transaction and help finance businesses of every size.  They are governed by the complex provisions of UCC Article 9. Getting every detail in financing statements, security agreements, and perfection of credits is essential. Agreements can be costly and time consuming to draft, and full of risk. Failure to comply with UCC Article 9 in drafting security agreements, perfecting a creditor’s interest, or foreclosing a lien can easily cause the value of the underlying transaction to be lost.  This program will provide you with a real-world guide UCC Article 9 practice.   Day 1: Lifecycle of UCC Article 9 secured transactions Drafting cost-effective and enforceable security agreements What to do when something about the debtor changes – e.g., name, location, ownership Accounts receivable, inventory, equipment, intellectual property Anti-assignment provisions regarding collateral Enhancing enforceability of security agreements and reduce risks in foreclosure   Day 2: Framework for the foreclosure of personal property under UCC Article 9 Foreclosing on equipment, inventory, intellectual property, and accounts receivable Duties of junior creditors to senior creditors on foreclosure Rights to proceeds of foreclosure sales and reducing foreclosure costs Rights of guarantors Debtor remedies in the event of a secured party default Cost-efficient alternatives to foreclosures and circumstances when these alternatives are available   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/22/2025
    Presented
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Course1

M&A with S Corps: Special Tax Issues

$75.00

Mergers and acquisitions involving S corporations present unique tax considerations that can be tricky to navigate. This session provides an in-depth look at these issues, offering guidance on structuring deals that minimize tax exposure while complying with IRS regulations. Gain insights into how to advise your clients effectively in this specialized area.   Highlights:   Key tax planning considerations for S corporation transactions. Strategies for minimizing tax liabilities during M&A. Understanding built-in gains tax and shareholder basis issues. Compliance with IRS regulations and avoiding common pitfalls. Practical examples of successful S corporation M&A transactions.   Speaker: TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/23/2025
    Presented
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Course1

M&A with S Corps: Special Tax Issues

$75.00

Mergers and acquisitions involving S corporations present unique tax considerations that can be tricky to navigate. This session provides an in-depth look at these issues, offering guidance on structuring deals that minimize tax exposure while complying with IRS regulations. Gain insights into how to advise your clients effectively in this specialized area.   Highlights:   Key tax planning considerations for S corporation transactions. Strategies for minimizing tax liabilities during M&A. Understanding built-in gains tax and shareholder basis issues. Compliance with IRS regulations and avoiding common pitfalls. Practical examples of successful S corporation M&A transactions.   Speaker: TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/23/2025
    Presented
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Course1

LIVE REPLAY: Construction Contracts: Drafting Issues, Spotting Red Flags and Allocating Risk, Part 1

$75.00

Construction contracts are among the most difficult agreements to draft or review, and negotiate.  At every stage, building is fraught with substantial risk – timely regulatory approvals, cost containment and price certainty, financing contingencies, building deadlines, and a host of other risks. If these risks materialize, as is common, the bargained for exchange among the parties and their expectations are radically unsettled. Construction contracts are a careful allocation of risks, a compromise between flexibility and price/cost certainty, and establish procedures for resolving disputes short of costly litigation. This program will provide you with a practical guide to drafting the most important provisions of construction contracts.   Day 1: Reviewing and drafting essential provisions of construction contracts Use and common mistakes in using AIA contacts in negotiations with builders Defining the scope of a project and planning for modifications How fees and costs are structured – and allocating risk of modification Tying performance standards and timelines to payments   Day 2: Insurance and indemnification provisions of construction contracts Role of subcontractors and mechanics’ and materialmen liens Anticipating disputes between property owners and builders, and building in cost-effective dispute resolution Role and limitations of different type of damages   Speaker:  John Miller is the principal of John R. Miller, PLLC in the Charlotte, North Carolina and was for 39 years a partner with Robinson, Bradshaw & Hinson, P.A.  His practice encompasses corporate and securities law, mergers and acquisitions, banking and finance, and construction law.  He was selected by his peers for inclusion in "The Best Lawyers in America" and for inclusion in Business North Carolina Magazine's "Legal Elite" as one of the top business lawyers in North Carolina.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/24/2025
    Presented
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Course1

LIVE REPLAY: Construction Contracts: Drafting Issues, Spotting Red Flags and Allocating Risk, Part 1

$75.00

Construction contracts are among the most difficult agreements to draft or review, and negotiate.  At every stage, building is fraught with substantial risk – timely regulatory approvals, cost containment and price certainty, financing contingencies, building deadlines, and a host of other risks. If these risks materialize, as is common, the bargained for exchange among the parties and their expectations are radically unsettled. Construction contracts are a careful allocation of risks, a compromise between flexibility and price/cost certainty, and establish procedures for resolving disputes short of costly litigation. This program will provide you with a practical guide to drafting the most important provisions of construction contracts.   Day 1: Reviewing and drafting essential provisions of construction contracts Use and common mistakes in using AIA contacts in negotiations with builders Defining the scope of a project and planning for modifications How fees and costs are structured – and allocating risk of modification Tying performance standards and timelines to payments   Day 2: Insurance and indemnification provisions of construction contracts Role of subcontractors and mechanics’ and materialmen liens Anticipating disputes between property owners and builders, and building in cost-effective dispute resolution Role and limitations of different type of damages   Speaker:  John Miller is the principal of John R. Miller, PLLC in the Charlotte, North Carolina and was for 39 years a partner with Robinson, Bradshaw & Hinson, P.A.  His practice encompasses corporate and securities law, mergers and acquisitions, banking and finance, and construction law.  He was selected by his peers for inclusion in "The Best Lawyers in America" and for inclusion in Business North Carolina Magazine's "Legal Elite" as one of the top business lawyers in North Carolina.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/24/2025
    Presented
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Course1

LIVE REPLAY: Construction Contracts: Drafting Issues, Spotting Red Flags and Allocating Risk, Part 2

$75.00

Construction contracts are among the most difficult agreements to draft or review, and negotiate.  At every stage, building is fraught with substantial risk – timely regulatory approvals, cost containment and price certainty, financing contingencies, building deadlines, and a host of other risks. If these risks materialize, as is common, the bargained for exchange among the parties and their expectations are radically unsettled. Construction contracts are a careful allocation of risks, a compromise between flexibility and price/cost certainty, and establish procedures for resolving disputes short of costly litigation. This program will provide you with a practical guide to drafting the most important provisions of construction contracts.   Day 1: Reviewing and drafting essential provisions of construction contracts Use and common mistakes in using AIA contacts in negotiations with builders Defining the scope of a project and planning for modifications How fees and costs are structured – and allocating risk of modification Tying performance standards and timelines to payments   Day 2: Insurance and indemnification provisions of construction contracts Role of subcontractors and mechanics’ and materialmen liens Anticipating disputes between property owners and builders, and building in cost-effective dispute resolution Role and limitations of different type of damages   Speaker:  John Miller is the principal of John R. Miller, PLLC in the Charlotte, North Carolina and was for 39 years a partner with Robinson, Bradshaw & Hinson, P.A.  His practice encompasses corporate and securities law, mergers and acquisitions, banking and finance, and construction law.  He was selected by his peers for inclusion in "The Best Lawyers in America" and for inclusion in Business North Carolina Magazine's "Legal Elite" as one of the top business lawyers in North Carolina.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/25/2025
    Presented
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Course1

LIVE REPLAY: Construction Contracts: Drafting Issues, Spotting Red Flags and Allocating Risk, Part 2

$75.00

Construction contracts are among the most difficult agreements to draft or review, and negotiate.  At every stage, building is fraught with substantial risk – timely regulatory approvals, cost containment and price certainty, financing contingencies, building deadlines, and a host of other risks. If these risks materialize, as is common, the bargained for exchange among the parties and their expectations are radically unsettled. Construction contracts are a careful allocation of risks, a compromise between flexibility and price/cost certainty, and establish procedures for resolving disputes short of costly litigation. This program will provide you with a practical guide to drafting the most important provisions of construction contracts.   Day 1: Reviewing and drafting essential provisions of construction contracts Use and common mistakes in using AIA contacts in negotiations with builders Defining the scope of a project and planning for modifications How fees and costs are structured – and allocating risk of modification Tying performance standards and timelines to payments   Day 2: Insurance and indemnification provisions of construction contracts Role of subcontractors and mechanics’ and materialmen liens Anticipating disputes between property owners and builders, and building in cost-effective dispute resolution Role and limitations of different type of damages   Speaker:  John Miller is the principal of John R. Miller, PLLC in the Charlotte, North Carolina and was for 39 years a partner with Robinson, Bradshaw & Hinson, P.A.  His practice encompasses corporate and securities law, mergers and acquisitions, banking and finance, and construction law.  He was selected by his peers for inclusion in "The Best Lawyers in America" and for inclusion in Business North Carolina Magazine's "Legal Elite" as one of the top business lawyers in North Carolina.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/25/2025
    Presented
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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.  These investigations are not without risk. Ethics rules limit what lawyers can do and say, and how the work product of these investigations may 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 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.    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.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/26/2025
    Avail. Until
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LIVE REPLAY: Evidentiary Issues with Text and "Chat" Messages

$75.00

Text messaging is mainstream. Clients generate virtual reams of data when they message with business partners, vendors, employees, and even public. This is a rich vein of electronically stored information that is potentially discoverable in formal litigation or pre-litigation.  Because texting is so convenient, casual and almost reflexive, the caution clients exercise in other forms of communication are often disregarded when texting, including when they text with their lawyers. This program will provide you with a practical guide to obtaining text messages, the risks of discovery in litigation, and related issues. Obtaining text messages – working with mobile carriers Timing – how long are texts kept and in what form? Discovery issues – obtaining texts from parties or other sources Issues related to encrypted messaging services How strategies differ for plaintiffs and defendants Speaker: Stanley E. Woodward Jr. is a partner in the law firm Brand Woodward Law, where he has a broad civil litigation and white-collar criminal defense practice.  He also conducts internal corporate investigations.  He serves as an adjunct professor of law at Catholic University of America Columbus School of Law, where he teaches pre-trial litigation and employment law. Before entering private practice, he served as a judicial clerk to Judge Vanessa Ruiz of the District of Columbia Court of Appeals, and Judges Joan Zeldon and Judge Rufus King III of the Superior Court of the District of Columbia.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/28/2025
    Presented
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Course1

LIVE REPLAY: Evidentiary Issues with Text and "Chat" Messages

$75.00

Text messaging is mainstream. Clients generate virtual reams of data when they message with business partners, vendors, employees, and even public. This is a rich vein of electronically stored information that is potentially discoverable in formal litigation or pre-litigation.  Because texting is so convenient, casual and almost reflexive, the caution clients exercise in other forms of communication are often disregarded when texting, including when they text with their lawyers. This program will provide you with a practical guide to obtaining text messages, the risks of discovery in litigation, and related issues. Obtaining text messages – working with mobile carriers Timing – how long are texts kept and in what form? Discovery issues – obtaining texts from parties or other sources Issues related to encrypted messaging services How strategies differ for plaintiffs and defendants Speaker: Stanley E. Woodward Jr. is a partner in the law firm Brand Woodward Law, where he has a broad civil litigation and white-collar criminal defense practice.  He also conducts internal corporate investigations.  He serves as an adjunct professor of law at Catholic University of America Columbus School of Law, where he teaches pre-trial litigation and employment law. Before entering private practice, he served as a judicial clerk to Judge Vanessa Ruiz of the District of Columbia Court of Appeals, and Judges Joan Zeldon and Judge Rufus King III of the Superior Court of the District of Columbia.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/28/2025
    Presented
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Course1

Communicating in Opposing Counsel & the Courts: Professionalism and Ethics

$75.00

Effective communication is key to a successful legal practice, especially when dealing with opposing counsel and the courts. This session explores the ethical and professional responsibilities lawyers have in their communications, offering strategies to maintain professionalism even in contentious situations. Learn how to navigate challenging interactions while upholding your ethical obligations.   Highlights:   The ethical guidelines governing communications with opposing counsel. Best practices for clear and professional court filings and oral advocacy. Strategies for managing contentious or unprofessional opposing counsel. Avoiding ethical pitfalls in email and written correspondence. Real-life examples of communication missteps and how to avoid them.   Speaker: TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/29/2025
    Presented
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Course1

Communicating in Opposing Counsel & the Courts: Professionalism and Ethics

$75.00

Effective communication is key to a successful legal practice, especially when dealing with opposing counsel and the courts. This session explores the ethical and professional responsibilities lawyers have in their communications, offering strategies to maintain professionalism even in contentious situations. Learn how to navigate challenging interactions while upholding your ethical obligations.   Highlights:   The ethical guidelines governing communications with opposing counsel. Best practices for clear and professional court filings and oral advocacy. Strategies for managing contentious or unprofessional opposing counsel. Avoiding ethical pitfalls in email and written correspondence. Real-life examples of communication missteps and how to avoid them.   Speaker: TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/29/2025
    Presented
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Trust and Estate Planning for Second Marriages

$75.00

Second marriages pose a wide range of planning challenges.  Planning for the equitable distribution of property in “blended” families – children or grandchildren from a prior marriage, a second spouse, and perhaps children from the second marriage – is fraught with legal and emotional landmines well beyond customary tax planning.  Failure to carefully consider objectives and consequences and to communicate and execute plans can easily leave a client’s estate exposed to open and raw disputes among competing heirs and eventually to destructive fiduciary litigation. This program will provide you with a guide to the practical, substantive and tax aspects of planning for clients with second marriages and blended families.   Emotional context of planning for remarried clients and blended families Use of pre-marital agreements to spot contentious issues, align interests, and decrease post-mortem litigation Income tax planning issues for the second marriage, including exemptions and credits Use of trusts and gifting to prevent unjust enrichment of one branch of a blended family Traps and opportunities with retirement benefits Post-mortem planning techniques when the first spouse dies – and issues on the “second death”   Speakers:  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.   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.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/29/2025
    Avail. Until
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LIVE REPLAY: How to Hold Business Interests in a Trust

$75.00

There are tax and other benefits to holding a closely-held company or other business interests in a trust.  But there are also substantial risks.  Trusts are typically required to diversify their holdings. But when a company is held in a trust there is almost a highly concentrated, and thus risky, position. Similarly, holding real estate or nontraditional assets also involves issues of liquidity and proper fiduciary and income tax administration. This program will provide you with a real world guide placing business interests in a trust. Dilemmas of operating companies in trusts – concentrated assets, speed, decision-making Concentrated assets and the fiduciary duty to diversify Counseling clients about the right trust for different asset classes Preserving S Corp status or other tax benefits in trust Business succession planning for family businesses Managing minority stakes in operating companies or assets Financial and tax administration traps Speakers: Michael Sneeringer a partner 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.   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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/30/2025
    Presented
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Course1

LIVE REPLAY: How to Hold Business Interests in a Trust

$75.00

There are tax and other benefits to holding a closely-held company or other business interests in a trust.  But there are also substantial risks.  Trusts are typically required to diversify their holdings. But when a company is held in a trust there is almost a highly concentrated, and thus risky, position. Similarly, holding real estate or nontraditional assets also involves issues of liquidity and proper fiduciary and income tax administration. This program will provide you with a real world guide placing business interests in a trust. Dilemmas of operating companies in trusts – concentrated assets, speed, decision-making Concentrated assets and the fiduciary duty to diversify Counseling clients about the right trust for different asset classes Preserving S Corp status or other tax benefits in trust Business succession planning for family businesses Managing minority stakes in operating companies or assets Financial and tax administration traps Speakers: Michael Sneeringer a partner 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.   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.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/30/2025
    Presented
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Course1

Non-Disclosure Agreements: Key Provisions, Tradeoffs, and Enforceability

$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.       

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/1/2025
    Presented
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Course1

Non-Disclosure Agreements: Key Provisions, Tradeoffs, and Enforceability

$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.       

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/1/2025
    Presented
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Course1

Alternative Ways to Acquire Commercial Real Estate: ROFRs, ROFOs & Options

$75.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/2/2025
    Presented
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Course1

Alternative Ways to Acquire Commercial Real Estate: ROFRs, ROFOs & Options

$75.00

TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/2/2025
    Presented
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Course1

MAC Clauses & "Acts of God": How the Pandemic Continues to Change Contracts

$75.00

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

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/3/2025
    Avail. Until
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Course1

The Law of Background Checks: What Clients May/May Not ‘Check

$75.00

Background checks are an exercise in risk management in hiring. Employers want to align an applicant’s skills with a job profile, reducing the likelihood the hire will not work out or, worse yet, cause the employer liability. This typically means that the employer wants as much information as possible on job candidates. But background checks themselves are fraught with potential liability. There are many categories of questions that employers may not ask applicants; and if they do ask these questions, they open themselves to liability.This program will provide you with a real-world guide to what is allowed and what isnot allowed in background checks, and best practices for using that information and avoiding liability.   Framework of laws impacting background checks, including the Fair Credit Reporting Act What an employ may/may not ask – criminal arrest history, marital status, age, credit history, and other bases Social media background checks Liability for improper/discriminatory use of background checks Counseling clients about best practices in conducting/using background checks   Speaker: Felicia Davis is an attorney in the Los Angeles office of Paul Hastings, LLP where she represents employers in all aspects of labor and employment law, including discrimination, retaliation, harassment, religious accommodation and wage and hour issues, in both single-plaintiff and class-action matters. She has also represented clients in disability access litigation under Title III. She has served as lead attorney on single and multi-plaintiff matters, successfully defending lawsuits alleging discrimination, retaliation, and wrongful discharge as well as collective bargaining agreement violations. She is a member of the ABA Labor and Employment Law Committee on Technology in the Practice and Workplace (Planning Committee). Ms. Davis received her B.A., cum laude, from Claremont McKenna College and her J.D. from the University of California at Los Angeles.

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

LIVE REPLAY: Closely Held Company Merger & Acquisitions, Part 1

$75.00

Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2:  Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/5/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: Closely Held Company Merger & Acquisitions, Part 1

$75.00

Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2:  Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/5/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: Closely Held Company Merger & Acquisitions, Part 2

$75.00

Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2:  Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/6/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: Closely Held Company Merger & Acquisitions, Part 2

$75.00

Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2:  Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/6/2025
    Presented
SEE MORE