Course1

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

$89.00

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

$89.00

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

$89.00

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

$89.00

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

$89.00

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

$89.00

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

$89.00

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
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Course1

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

$89.00

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
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Course1

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

$89.00

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
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Course1

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

$89.00

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
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Course1

2023 Fiduciary Litigation Update

$89.00

This program will provide you with a wide-ranging discussion of developments in fiduciary litigation. Challenges to the validity of an estate, claims involving non-probate transfers, and trustee liability cases litigation will be covered. The program will also cover claims based on a fiduciary’s management of assets in a time of extreme volatility and crisis. This program will provide you with a practical guide to recent developments in fiduciary litigation.    Review of significant case law developments and trends in fiduciary litigation Challenges to validity of an estate Claims involving non-probate transfers Trustee liability cases Failure to diversify trust assets in a time of volatility and crisis Claims based on distribution polices or abuse of discretionary distributions   Speaker: Steven B. Malech is partner in the New York City office of Wiggin and Dana, LLP, where he is chair of the firm’s probate litigation practice group.  He is represents beneficiaries, fiduciaries and creditors in disputes involving alleged violations of the Prudent Investor Act and its predecessors, alleged breaches of fiduciary duty, disputed accountings, and will contests. He represents clients in cutting edge probate litigation matters involving trusts and estates with assets in the hundreds of millions of dollars. Mr. Malech received his B.A., with special honors, from the University of Texas and his J.D. from the Connecticut School of Law. Michael Kenny is counsel in the New York City office of Wiggin and Dana, LLP, where his practice focuses on commercial, probate, construction, and maritime litigation.  He has represented clients in domestic and international arbitrations, including proceedings before the American Arbitration Association and the International Centre for Dispute Resolution. His litigation and arbitration experience includes the preparation and trial of warranty claims and ship repair disputes. Mr. Kenny received his B.A. from the College of The Holy Cross and his J.D. from Fordham University School of Law. Matthew Smith is a partner in the Westport, Connecticut office of Wiggin and Dana, where he advises clients on estate planning, estate and trust administration, and probate litigation. His estate planning practice focuses on assisting individuals and families with practical estate, gift, and tax planning, including the preparation of wills and trusts. Before joining the firm, Matt was a litigation associate for Cravath, Swaine & Moore LLP.  Mr. Smith earned his A.B., cum laude, from Harvard University and his J.D. from Columbia University School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/6/2025
    Avail. Until
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Course1

Privacy Law 2025: An Update

$89.00

Stay ahead of the curve with this comprehensive update on privacy laws in 2025. This session covers new federal and state privacy legislation, emerging regulatory trends, and the evolving expectations for businesses handling personal data. Learn how to keep your clients compliant in an increasingly complex regulatory environment. Highlights: Key updates to federal and state privacy laws. The impact of international privacy regulations, including GDPR. Best practices for data protection and breach response. Emerging trends in privacy litigation. Tools for advising clients on compliance and risk mitigation.   Speakers: TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/7/2025
    Presented
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Course1

Privacy Law 2025: An Update

$89.00

Stay ahead of the curve with this comprehensive update on privacy laws in 2025. This session covers new federal and state privacy legislation, emerging regulatory trends, and the evolving expectations for businesses handling personal data. Learn how to keep your clients compliant in an increasingly complex regulatory environment. Highlights: Key updates to federal and state privacy laws. The impact of international privacy regulations, including GDPR. Best practices for data protection and breach response. Emerging trends in privacy litigation. Tools for advising clients on compliance and risk mitigation.   Speakers: TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/7/2025
    Presented
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Course1

Data Security 2025: An Update

$89.00

With cyber threats escalating, data security remains a critical concern for businesses and their legal counsel. This session provides an in-depth look at the latest developments in data security law, offering practical tips for helping clients safeguard sensitive information. Learn how to navigate regulatory requirements and prepare for the unexpected. Highlights: Key legal developments in data security and breach notification laws. Practical strategies for developing and implementing cybersecurity policies. Addressing liability issues in the aftermath of a data breach. The role of legal counsel in incident response planning. Emerging trends in cybersecurity litigation and enforcement.   Speakers: TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/8/2025
    Presented
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Course1

Data Security 2025: An Update

$89.00

With cyber threats escalating, data security remains a critical concern for businesses and their legal counsel. This session provides an in-depth look at the latest developments in data security law, offering practical tips for helping clients safeguard sensitive information. Learn how to navigate regulatory requirements and prepare for the unexpected. Highlights: Key legal developments in data security and breach notification laws. Practical strategies for developing and implementing cybersecurity policies. Addressing liability issues in the aftermath of a data breach. The role of legal counsel in incident response planning. Emerging trends in cybersecurity litigation and enforcement.   Speakers: TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/8/2025
    Presented
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Course1

LIVE REPLAY: Lawyer Ethics and Email

$89.00

Email has become essential to law practice.  Communications with clients and colleagues is practically impossible – and absolutely inefficient – without email.  But the ubiquity of email may obscure many important ethical issues that arise when it is used in law practice, including issues related to confidentiality, metadata, and the attorney-client privilege. These and other substantial ethical questions will be discussed in this practical guide to the ethical issues when lawyers use email in their practices. Beginning an attorney relationship via email – intentionally and inadvertently Security and confidentiality when email is exchanged in the Cloud Inadvertently sent email and metadata embedded in email Discarding/deleting email and working with outside vendors Ex parte communications with represented adversaries Attorney-client privilege issues 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.      

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/9/2025
    Presented
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Course1

LIVE REPLAY: Lawyer Ethics and Email

$89.00

Email has become essential to law practice.  Communications with clients and colleagues is practically impossible – and absolutely inefficient – without email.  But the ubiquity of email may obscure many important ethical issues that arise when it is used in law practice, including issues related to confidentiality, metadata, and the attorney-client privilege. These and other substantial ethical questions will be discussed in this practical guide to the ethical issues when lawyers use email in their practices. Beginning an attorney relationship via email – intentionally and inadvertently Security and confidentiality when email is exchanged in the Cloud Inadvertently sent email and metadata embedded in email Discarding/deleting email and working with outside vendors Ex parte communications with represented adversaries Attorney-client privilege issues 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.      

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/9/2025
    Presented
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Course1

Trust and Estate Planning for Single Clients

$89.00

It’s a misnomer to think that single clients, unmarried and without children, don’t need estate planning.  In some important ways, they need planning more urgently than clients who are married.  Single clients need to plan for long-term health and medical decision making, if they do not have close relatives.  They need to plan for their long-term care and to maximize the benefit of retirement accounts. They also need to grapple with what to do with any assets they may have at their death.  Single clients often do not think about these issues and need to be counseled about alternatives.  This program will provide you with a real-world guide to counseling and planning issues for unmarried clients.    Retirement account assets, life insurance policies, and beneficiary designations Advance medical directives, health care powers of attorney, and living wills Counseling clients about charitable giving to develop their interests/passions Choosing personal representatives when the client does not have close family   Speakers:  Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.  Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law. Michael Sneeringer an attorney in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA’s Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute.  Mr. Sneeringer received his B.A. from Washington & Jefferson College, his J.D., cum laude, St. Thomas University School of Law, and his LL.M. from the University of Miami School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/10/2025
    Avail. Until
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LIVE REPLAY: Drafting Business Service Agreements

$89.00

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, and the protection of confidential business information. The underlying agreement must comprehend how all of these elements operate together.  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:   Joel R. Buckberg is a partner in the Nashville office of Baker Donelson, LLP.  He more than 40 years’ experience in corporate and business transactions.  His practice focuses on corporate and asset transactions and operations, particularly in hospitality, franchising and distribution.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.      

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/12/2025
    Presented
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Course1

LIVE REPLAY: Drafting Business Service Agreements

$89.00

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, and the protection of confidential business information. The underlying agreement must comprehend how all of these elements operate together.  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:   Joel R. Buckberg is a partner in the Nashville office of Baker Donelson, LLP.  He more than 40 years’ experience in corporate and business transactions.  His practice focuses on corporate and asset transactions and operations, particularly in hospitality, franchising and distribution.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.      

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/12/2025
    Presented
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Demand Letters That Deliver: Drafting for Impact

$89.00

Demand letters may seem like they’re merely hammer-strokes, the first blow of litigation.  But the most effective demand letters are more subtly crafted.  Tone is important.  Vitriolic letters – letters that do not keep a client’s goals in mind and misjudge the reader’s range of likely reactions – may be counterproductive.  Rather than moving the process toward a good outcome, the letter may actually result in setbacks and greater costs.  There’s a subtle balance between precision and vagueness, stimulating favorable response by being sufficiently vague so that the reader speculates about adverse consequences.There’s also the issue of how much of your case – favorable facts and persuasive law – to include in the letter.This program will provide you with a real-world guide to setting goals and carefully crafted demand letters to advance client goals.   Setting goals and realistic expectations Striking the right tone – how aggressive is too aggressive? Precision v. vagueness - leaving room for speculation and negotiation How much of your case – the facts and the law – to include in the letter? Common traps and mistakes in demand letters   Speaker:  Shannon M. Bell is a member with Kelly Law Partners, 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
  • 5/13/2025
    Presented
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Course1

Demand Letters That Deliver: Drafting for Impact

$89.00

Demand letters may seem like they’re merely hammer-strokes, the first blow of litigation.  But the most effective demand letters are more subtly crafted.  Tone is important.  Vitriolic letters – letters that do not keep a client’s goals in mind and misjudge the reader’s range of likely reactions – may be counterproductive.  Rather than moving the process toward a good outcome, the letter may actually result in setbacks and greater costs.  There’s a subtle balance between precision and vagueness, stimulating favorable response by being sufficiently vague so that the reader speculates about adverse consequences.There’s also the issue of how much of your case – favorable facts and persuasive law – to include in the letter.This program will provide you with a real-world guide to setting goals and carefully crafted demand letters to advance client goals.   Setting goals and realistic expectations Striking the right tone – how aggressive is too aggressive? Precision v. vagueness - leaving room for speculation and negotiation How much of your case – the facts and the law – to include in the letter? Common traps and mistakes in demand letters   Speaker:  Shannon M. Bell is a member with Kelly Law Partners, 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
  • 5/13/2025
    Presented
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Course1

Drafting Demand Letters

$89.00

Demand letters may seem like they’re merely hammer-strokes, the first blow of litigation.  But the most effective demand letters are more subtly crafted.  Tone is important.  Vitriolic letters – letters that do not keep a client’s goals in mind and misjudge the reader’s range of likely reactions – may be counterproductive.  Rather than moving the process toward a good outcome, the letter may actually result in setbacks and greater costs.  There’s a subtle balance between precision and vagueness, stimulating favorable response by being sufficiently vague so that the reader speculates about adverse consequences.There’s also the issue of how much of your case – favorable facts and persuasive law – to include in the letter.This program will provide you with a real-world guide to setting goals and carefully crafted demand letters to advance client goals.   Setting goals and realistic expectations Striking the right tone – how aggressive is too aggressive? Precision v. vagueness - leaving room for speculation and negotiation How much of your case – the facts and the law – to include in the letter? Common traps and mistakes in demand letters   Speaker:  Shannon M. Bell is a member with Kelly Law Partners, 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.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/13/2025
    Avail. Until
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Course1

Responding to Demand Letters: Tone & Substance

$89.00

Responding to a demand letter is as tricky as issuing a demanding letter.  There are issues of getting the substance right and getting the tone right.  How time do you spend researching the law and laying out your case?  How much do you disclose about your favorable facts? Is your goal settlement and, if so, how does that impact the tone of your letter?  Do you know enough about the letter writer and his or her client to gauge their likely reaction to your response?  And when do you respond – right away, by any deadline given, or do you wait?  These and many other questions will be addressed in this practical discussion of the tradeoffs of responding to demand letters.    Goals – do you want settlement or to make it go away – or are you preparing for litigation?  Law – how much do you research and push back? Tone – are you assertive, making counter-demands, or conciliatory? Facts – How much of what you know do you lay out? Timing – responding right away, by a deadline in the demand, or later?   Speaker: William J. Kelly, III is a founding member of Kelly Law Partners LLC and has nearly 30 years’ experience in the areas of employment and commercial litigation. In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/14/2025
    Presented
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Course1

Responding to Demand Letters: Tone & Substance

$89.00

Responding to a demand letter is as tricky as issuing a demanding letter.  There are issues of getting the substance right and getting the tone right.  How time do you spend researching the law and laying out your case?  How much do you disclose about your favorable facts? Is your goal settlement and, if so, how does that impact the tone of your letter?  Do you know enough about the letter writer and his or her client to gauge their likely reaction to your response?  And when do you respond – right away, by any deadline given, or do you wait?  These and many other questions will be addressed in this practical discussion of the tradeoffs of responding to demand letters.    Goals – do you want settlement or to make it go away – or are you preparing for litigation?  Law – how much do you research and push back? Tone – are you assertive, making counter-demands, or conciliatory? Facts – How much of what you know do you lay out? Timing – responding right away, by a deadline in the demand, or later?   Speaker: William J. Kelly, III is a founding member of Kelly Law Partners LLC and has nearly 30 years’ experience in the areas of employment and commercial litigation. In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/14/2025
    Presented
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Course1

LIVE REPLAY: Trust and Estate Planning for Pets

$89.00

Providing for the care of pets is, for some clients, their most urgent estate and trust priority.  These clients want to ensure that, after their own deaths, their pets are looked after in a safe and secure environment.  But the law is unclear in this area – there are few familiar planning patterns to follow in this area.The challenge for the planner is to create new structures to achieve these goals, including choosing standards for caregivers and trustees, drafting distribution provisions, and providing for the disposition of the remains of pets.This program will provide you with a practical guide to the estate and trust planning for pets and other animals, including drafting trusts, fiduciary standards, and distribution provisions.   Legal and practical framework for estate and trust planning for pets and other animals Traditional trusts v. statutory trusts – advantages and disadvantages of each Drafting standards for caregivers and trustees, and understanding the relationship between the two Distributions to caregivers for the pet and for themselves Designation of remainder beneficiary or trust, terminating the trust, and final disposition of pets or other animals   Speakers: Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.   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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/15/2025
    Presented
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Course1

LIVE REPLAY: Trust and Estate Planning for Pets

$89.00

Providing for the care of pets is, for some clients, their most urgent estate and trust priority.  These clients want to ensure that, after their own deaths, their pets are looked after in a safe and secure environment.  But the law is unclear in this area – there are few familiar planning patterns to follow in this area.The challenge for the planner is to create new structures to achieve these goals, including choosing standards for caregivers and trustees, drafting distribution provisions, and providing for the disposition of the remains of pets.This program will provide you with a practical guide to the estate and trust planning for pets and other animals, including drafting trusts, fiduciary standards, and distribution provisions.   Legal and practical framework for estate and trust planning for pets and other animals Traditional trusts v. statutory trusts – advantages and disadvantages of each Drafting standards for caregivers and trustees, and understanding the relationship between the two Distributions to caregivers for the pet and for themselves Designation of remainder beneficiary or trust, terminating the trust, and final disposition of pets or other animals   Speakers: Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/15/2025
    Presented
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Course1

LIVE REPLAY: Drafting Indemnity Agreements in Business and Commercial Transactions

$89.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/16/2025
    Presented
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Course1

LIVE REPLAY: Drafting Indemnity Agreements in Business and Commercial Transactions

$89.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/16/2025
    Presented
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Course1

Techniques to Avoid and Resolve Deadlocks in Closely Held Companies

$89.00

One of the biggest risks to a closely held company is a dispute among the members of its ownership group. The members may disagree about a major company transaction, the strategic direction of the company, distribution practices, or simply develop ruinous inter-personal issues.  In closely held companies that are held by a single family, disputes are particularly personal, often arising when members of a junior generation succeed to the interests and leadership role of the senior generation.  Unless these disputes are carefully channeled into dispute resolution mechanisms, the stability and financial success of the company is threatened.  This program will provide you with a guide to the sources of disputes in closely held companies and mechanisms for resolution, with an emphasis using buy/sell agreements to resolve disputes.           Common sources of disputes and deadlocks in closely-held companies        Planning and drafting mechanisms to resolve disputes          Conflicts over strategic transactions, distributions, or inter-personal relations          Practical use of buy/sell agreements to liquidate interest of dissenting member          Major elements of buy/sell agreements          Alternatives to using buy/sell agreements   Speaker: S. Lee Terry, Jr. is a partner in the Denver office of Davis, Graham & Stubbs, LLP, where he has a broad corporate and securities practice.  He advises clients on mergers and acquisitions, joint ventures, partnership agreements, licensing and other technology related contracts.  He has an active practice advising private companies, ranging from capital raising and major transactions to dispute resolution and investigations. He also has an extensive securities law practice, including various types of capital raising transactions.  Mr. Terry started his career in the Office of General Counsel of the Securities and Exchange Commission.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/17/2025
    Avail. Until
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