Course1

Buying and Selling Commercial Real Estate, Part 1

$89.00

Buying and selling commercial real estate is a lengthy and complex undertaking from diligence and letters of intent to mortgage agreements and, ultimately, the underlying purchase and sale agreement. Reps and warranties have become more extensive and exacting in detail. Financing contingencies have become lengthy and complex. Due diligence has become lengthier, more invasive and costlier – or barely permitted at all, in particularly “hot” markets.  Managing all these elements is demanding.  This program will provide you a practical guide to the transactional cycle of buying and selling commercial real estate.   Day 1: Planning the process – letters of intent, negotiations, closing process Due diligence depending on the type of deal – title, environmental, finance issu Understanding the minefield of seller’s reps and warranties Buyer and seller’s covenants in a volatile market Deposits of money   Day 2: Issues for income producing properties, multiple family properties, and distressed properties Finance issues in operative agreements, including finance contingencies, and working with commercial lenders Conditions to closing and reducing the risk of not closing Post-closing issues, baskets, escrow and contingencies Bankruptcy issues in operative agreements   Speakers: Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School. John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP.  He has more than 40 years’ experience in real estate law practice.  He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute.  He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law.  He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont.  He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law. Richard R. Goldberg is a retired partner, resident in the Philadelphia office of Ballard Spahr, LLP, where he established an extensive real estate practice, including development, financing, leasing, and acquisition.  Earlier in his career, he served as vice president and associate general counsel of The Rouse Company for 23 years.  He is past president of the American College of Real Estate Lawyers, past chair of the Anglo-American Real Property Institute, and past chair of the International Council of Shopping Centers Law Conference.  Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute.  Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 6/15/2025
    Avail. Until
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Course1

Buying and Selling Commercial Real Estate, Part 2

$89.00

Buying and selling commercial real estate is a lengthy and complex undertaking from diligence and letters of intent to mortgage agreements and, ultimately, the underlying purchase and sale agreement. Reps and warranties have become more extensive and exacting in detail. Financing contingencies have become lengthy and complex. Due diligence has become lengthier, more invasive and costlier – or barely permitted at all, in particularly “hot” markets.  Managing all these elements is demanding.  This program will provide you a practical guide to the transactional cycle of buying and selling commercial real estate.   Day 1: Planning the process – letters of intent, negotiations, closing process Due diligence depending on the type of deal – title, environmental, finance issu Understanding the minefield of seller’s reps and warranties Buyer and seller’s covenants in a volatile market Deposits of money   Day 2: Issues for income producing properties, multiple family properties, and distressed properties Finance issues in operative agreements, including finance contingencies, and working with commercial lenders Conditions to closing and reducing the risk of not closing Post-closing issues, baskets, escrow and contingencies Bankruptcy issues in operative agreements   Speakers: Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School. John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP.  He has more than 40 years’ experience in real estate law practice.  He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute.  He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law.  He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont.  He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law. Richard R. Goldberg is a retired partner, resident in the Philadelphia office of Ballard Spahr, LLP, where he established an extensive real estate practice, including development, financing, leasing, and acquisition.  Earlier in his career, he served as vice president and associate general counsel of The Rouse Company for 23 years.  He is past president of the American College of Real Estate Lawyers, past chair of the Anglo-American Real Property Institute, and past chair of the International Council of Shopping Centers Law Conference.  Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute.  Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 6/16/2025
    Avail. Until
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Course1

Sales of Closely Held Companies: Sales and Negotiating Strategies, 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
  • 6/16/2025
    Presented
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Course1

Sales of Closely Held Companies: Sales and Negotiating Strategies, 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
  • 6/16/2025
    Presented
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Course1

Sales of Closely Held Companies: Sales and Negotiating Strategies, 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
  • 6/17/2025
    Presented
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Course1

Sales of Closely Held Companies: Sales and Negotiating Strategies, 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
  • 6/17/2025
    Presented
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Course1

LIVE REPLAY: Cybersecurity Breaches: How to Advise Clients When the Inevitable Happens

$89.00

This program will provide you with critical guidance on advising clients who experience a cybersecurity breach resulting in the release of sensitive information. Participants will learn best practices for assessing the scope of a breach, complying with notification laws, and mitigating potential legal and reputational risks. The program will cover key topics such as regulatory requirements, breach response planning, and strategies for minimizing liability. By the end of the session, attorneys will be equipped to effectively counsel clients through the legal and practical challenges of a data breach incident. Assessing the type and scope of the breach Engaging forensic teams Understanding scope of federal/state disclosure requirements Tradeoffs in determining whether to disclose and when Impact of emerging AI technologies in breaches Speaker:    David Navetta is a prominent leader in privacy, information security and technology law. He has extensive experience counseling clients on novel and cutting-edge data protection issues, including data breach response, cybersecurity risk management, consumer and employee privacy, incident response planning and preparedness, technology transactions, vendor management, board of director advice and consultation, regulatory investigations, litigation and due diligence in corporate transactions. David serves as a “breach coach” on an approved panel for numerous cyber insurance carriers and companies, and he has helped some of the world’s top corporations to effectively respond to complex data security breaches and protect their enterprises. David’s clients range from startups to large Fortune 500 multinationals across a range of industries – including ecommerce, consumer products, name-brand, traditional brick-and-mortar companies, hotels and hospitality, social media, technology, professional services, healthcare, financial institutions and energy.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/18/2025
    Presented
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Course1

LIVE REPLAY: Cybersecurity Breaches: How to Advise Clients When the Inevitable Happens

$89.00

This program will provide you with critical guidance on advising clients who experience a cybersecurity breach resulting in the release of sensitive information. Participants will learn best practices for assessing the scope of a breach, complying with notification laws, and mitigating potential legal and reputational risks. The program will cover key topics such as regulatory requirements, breach response planning, and strategies for minimizing liability. By the end of the session, attorneys will be equipped to effectively counsel clients through the legal and practical challenges of a data breach incident. Assessing the type and scope of the breach Engaging forensic teams Understanding scope of federal/state disclosure requirements Tradeoffs in determining whether to disclose and when Impact of emerging AI technologies in breaches Speaker:    David Navetta is a prominent leader in privacy, information security and technology law. He has extensive experience counseling clients on novel and cutting-edge data protection issues, including data breach response, cybersecurity risk management, consumer and employee privacy, incident response planning and preparedness, technology transactions, vendor management, board of director advice and consultation, regulatory investigations, litigation and due diligence in corporate transactions. David serves as a “breach coach” on an approved panel for numerous cyber insurance carriers and companies, and he has helped some of the world’s top corporations to effectively respond to complex data security breaches and protect their enterprises. David’s clients range from startups to large Fortune 500 multinationals across a range of industries – including ecommerce, consumer products, name-brand, traditional brick-and-mortar companies, hotels and hospitality, social media, technology, professional services, healthcare, financial institutions and energy.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/18/2025
    Presented
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Course1

LIVE REPLAY: 2025 Ethics Update: Navigating New Challenges, Part 1

$89.00

This annual ethics program will provide you with a round-table discussion of practical ethical issues important to your practice. The program will provide you with an engaging discussion of ethics developments involving technology and law practice, conflicts of interest, and attoarney-client communications in a digital world where no one is truly unplugged. The panel will also discuss the ethics of withdrawing from a matter and firing a client and the ethics of developing new business.  This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics and artificial intelligence Ethics and withness prep Emerging issues in conflicts of interest, part 1   Day 2: Office sharing and imputed dq issues Protection for data Emerging issues in conflicts of interest, part 2   Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections.  For more than 20 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/19/2025
    Presented
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Course1

LIVE REPLAY: 2025 Ethics Update: Navigating New Challenges, Part 1

$89.00

This annual ethics program will provide you with a round-table discussion of practical ethical issues important to your practice. The program will provide you with an engaging discussion of ethics developments involving technology and law practice, conflicts of interest, and attoarney-client communications in a digital world where no one is truly unplugged. The panel will also discuss the ethics of withdrawing from a matter and firing a client and the ethics of developing new business.  This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics and artificial intelligence Ethics and withness prep Emerging issues in conflicts of interest, part 1   Day 2: Office sharing and imputed dq issues Protection for data Emerging issues in conflicts of interest, part 2   Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections.  For more than 20 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/19/2025
    Presented
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Course1

LIVE REPLAY: 2025 Ethics Update: Navigating New Challenges, Part 2

$89.00

This annual ethics program will provide you with a round-table discussion of practical ethical issues important to your practice. The program will provide you with an engaging discussion of ethics developments involving technology and law practice, conflicts of interest, and attoarney-client communications in a digital world where no one is truly unplugged. The panel will also discuss the ethics of withdrawing from a matter and firing a client and the ethics of developing new business.  This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics and artificial intelligence Ethics and withness prep Emerging issues in conflicts of interest, part 1   Day 2: Office sharing and imputed dq issues Protection for data Emerging issues in conflicts of interest, part 2   Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections.  For more than 20 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/20/2025
    Presented
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Course1

LIVE REPLAY: 2025 Ethics Update: Navigating New Challenges, Part 2

$89.00

This annual ethics program will provide you with a round-table discussion of practical ethical issues important to your practice. The program will provide you with an engaging discussion of ethics developments involving technology and law practice, conflicts of interest, and attoarney-client communications in a digital world where no one is truly unplugged. The panel will also discuss the ethics of withdrawing from a matter and firing a client and the ethics of developing new business.  This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics and artificial intelligence Ethics and withness prep Emerging issues in conflicts of interest, part 1   Day 2: Office sharing and imputed dq issues Protection for data Emerging issues in conflicts of interest, part 2   Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections.  For more than 20 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/20/2025
    Presented
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Course1

Drafting Buy/Sell Agreements for Closely Held Companies, Part 1

$89.00

There is rarely a liquid market for the sale or exchange of ownership interests in closely-held companies.  Buy/sell agreements fix that problem by creating a market among the owners of a company, providing a mechanism for owners to liquidate their interests in a reliable manner. The owners may agree to buy and sell interests among themselves on the occurrence of certain events and using certain valuation metrics, or they may agree that the company itself will redeem an owner’s interest. Without these agreements, there is often no alternative for an owner to cash out, short of liquidating the company. This program will provide you with a practical guide to the different types of buy/sell agreements, drafting the essential provisions of each, and common negotiating and drafting tips.   Day 1: Types of buy/sell agreements – cross-purchase among owners, entity redemption, and hybrid approaches Most highly negotiated provisions of buy/sell agreements Triggering events – voluntary sale, retirement, death, bankruptcy of shareholder or member Valuation of interests – appraisals, formula clauses,comps, and dispute resolution Rights of first offer v. rights of first refusal, and sales to third parties   Day 2: Funding buy/sell arrangements  – payouts/earnouts over time, commercial borrowing, key-man insurance, other funding sources Special issues involving S Corps and unincorporated entities Drag-along and tag-along rights in buy/sell agreements Major tax issues in buy/sell agreements for buyer, seller and the entity   Speaker: Daniel G. Straga is counsel 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.Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 6/21/2025
    Avail. Until
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Drafting Buy/Sell Agreements for Closely Held Companies, Part 2

$89.00

There is rarely a liquid market for the sale or exchange of ownership interests in closely-held companies.  Buy/sell agreements fix that problem by creating a market among the owners of a company, providing a mechanism for owners to liquidate their interests in a reliable manner. The owners may agree to buy and sell interests among themselves on the occurrence of certain events and using certain valuation metrics, or they may agree that the company itself will redeem an owner’s interest. Without these agreements, there is often no alternative for an owner to cash out, short of liquidating the company. This program will provide you with a practical guide to the different types of buy/sell agreements, drafting the essential provisions of each, and common negotiating and drafting tips.   Day 1: Types of buy/sell agreements – cross-purchase among owners, entity redemption, and hybrid approaches Most highly negotiated provisions of buy/sell agreements Triggering events – voluntary sale, retirement, death, bankruptcy of shareholder or member Valuation of interests – appraisals, formula clauses,comps, and dispute resolution Rights of first offer v. rights of first refusal, and sales to third parties   Day 2: Funding buy/sell arrangements  – payouts/earnouts over time, commercial borrowing, key-man insurance, other funding sources Special issues involving S Corps and unincorporated entities Drag-along and tag-along rights in buy/sell agreements Major tax issues in buy/sell agreements for buyer, seller and the entity   Speaker: Daniel G. Straga is counsel 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.Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 6/22/2025
    Avail. Until
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Smartphones, Tablets, and Other Devices in the Workplace

$89.00

Most employees carry with them powerful devices – smartphone and tablets – that they use for mixed personal and professional use.  These devices can enhance or hinder productivity. Their powerful communications capabilities enable a range of activity which potentially exposes employers to liability.  Employers struggle with crafting policies that allow employees autonomy to use their devices and even channel them to productive work use, but limit their exposure to liability, including allegations that employers are invading the privacy of employees.  This program will provide you with a practical guide to drafting policies for using smart devices on the job.   Monitoring workplace usage and potential violations/liability for invasions of privacy Wage and hour issues – when does the workday begin and end when employees are never disconnected? EEO violations, discrimination and harassment risks when devices are used for mixed professional/personal use Obtaining digital evidence from employee devices – what’s allowed, what’s not? Best practices in preserving employer trade secret issues   Speakers: Laura Zabele is an attorney in the Los Angeles office of Paul Hastings, LLP, where her practice focuses on all aspects of labor and employment law.  She represents employers before state and federal courts and administrative agencies throughout the U.S., including single-plaintiff and class and collective actions involving discrimination, harassment, retaliation, and wage and hour issues. She also counsels employers on employment issues such as reductions in force, preparing handbook policies, and drafting employment and separation agreements.  Ms. Zabele earned her B.A., with distinction, from Cornell University and her J.D. from Boston University School of Law. Brian Featherstun is an attorney in the San Francisco office of Paul Hastings, LLP, where his practice focuses on complex litigation and employment matters. In addition to his litigation work, he routinely advises employers on best practices to mitigate exposure or avoid litigation altogether in areas including employment discrimination, retaliation, harassment, and wage and hour issues.  He has successfully handled first and second chair responsibility for trials, hearings, depositions, and administrative proceedings. Mr. Featherstun earned his B.A. from U.C. Santa Barbara and his J.D. from the UCLA School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 6/23/2025
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LIVE REPLAY: The Art and Science of Conditional Gifts in Estate Planning

$89.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/23/2025
    Presented
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LIVE REPLAY: The Art and Science of Conditional Gifts in Estate Planning

$89.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/23/2025
    Presented
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Healthcare Issues in Trust and Estate Planning, Part 1

$89.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/24/2025
    Presented
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Healthcare Issues in Trust and Estate Planning, Part 1

$89.00

TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/24/2025
    Presented
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Healthcare Issues in Trust and Estate Planning, Part 2

$89.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/25/2025
    Presented
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Healthcare Issues in Trust and Estate Planning, Part 2

$89.00

TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/25/2025
    Presented
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LIVE REPLAY: Sales Agreements in Business Law: UCC Issues, Traps & Drafting Tips

$89.00

The sale of goods is one of the most common forms of commercial transactions.  The sales contracts governing these transactions can be quite complex and they must all comply with the Uniform Commercial Code Article 2.  The UCC governs contract formation, express and implied warranties, and outlines forms of breach of contract and types of remedies.  Compliance with the code enhances enforceability of the contract and expedites remedies upon breach.  However, when its many requirements are overlooked, contracts for sale of goods may be invalid and the underlying transaction void. This program will provide you with a practical guide to drafting and reviewing contracts for the sale of goods under UCC Article 2.   “Battle of forms,” methods of acceptance or rejection, and electronic contracting Delivery, acceptance or rejection of goods by buyer Breaches for failure to deliver, non-conforming product, repudiation, failure to pay Types and measure of damages for breach of contract by seller or buyer Express and implied warranties – fitness for purpose, merchantability, title infringement Disclaimer of warranties and other techniques to limit scope of liability   Speaker: Christopher Tompkins is a partner in the Chicago office of Jenner & Block, LLP, where he counsels clients in such areas as breach of contract, the Uniform Commercial Code, equipment leasing, business torts, and intellectual property.  He has handled all phases of litigation in state and federal court and before arbitration tribunals, including pre-litigation investigation, motion practice, discovery, working with expert witnesses, trial and appeal.Previously, he served as a legislative intern for the National Council of Commissioners on Uniform State Laws where he worked on legislation related to commercial law.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/26/2025
    Presented
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LIVE REPLAY: Sales Agreements in Business Law: UCC Issues, Traps & Drafting Tips

$89.00

The sale of goods is one of the most common forms of commercial transactions.  The sales contracts governing these transactions can be quite complex and they must all comply with the Uniform Commercial Code Article 2.  The UCC governs contract formation, express and implied warranties, and outlines forms of breach of contract and types of remedies.  Compliance with the code enhances enforceability of the contract and expedites remedies upon breach.  However, when its many requirements are overlooked, contracts for sale of goods may be invalid and the underlying transaction void. This program will provide you with a practical guide to drafting and reviewing contracts for the sale of goods under UCC Article 2.   “Battle of forms,” methods of acceptance or rejection, and electronic contracting Delivery, acceptance or rejection of goods by buyer Breaches for failure to deliver, non-conforming product, repudiation, failure to pay Types and measure of damages for breach of contract by seller or buyer Express and implied warranties – fitness for purpose, merchantability, title infringement Disclaimer of warranties and other techniques to limit scope of liability   Speaker: Christopher Tompkins is a partner in the Chicago office of Jenner & Block, LLP, where he counsels clients in such areas as breach of contract, the Uniform Commercial Code, equipment leasing, business torts, and intellectual property.  He has handled all phases of litigation in state and federal court and before arbitration tribunals, including pre-litigation investigation, motion practice, discovery, working with expert witnesses, trial and appeal.Previously, he served as a legislative intern for the National Council of Commissioners on Uniform State Laws where he worked on legislation related to commercial law.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/26/2025
    Presented
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Texting While Practicing Law: Ethical Risks

$89.00

Text messaging has become a mainstream form of communication.  Clients now routinely text their lawyers about pending matters.  They may ask about the status of a case, provide facts about a case, communicate decisions to a lawyer, or message other sensitive information.  These messages are often to a lawyer’s mobile phone that is used extensively for personal purposes, unsecured in their transmissions, and easily accessible by third parties. This new wave of lawyer-client communication raises many difficult ethical questions, including preservation of the attorney-client privilege.   This program will provide you with a guide to the major ethics issues when lawyers and their clients text message about pending matters.   Confidentiality issues involving unsecured transmission of texts involving sensitive case issues How to handle mobile phones used for both personal purposes and law practice Potential loss of the attorney-client privilege when text messages are accessible by third parties Tension among the duties of competence, prudence and to communicate with clients Understanding the ethical risks and counseling clients about the risks to their case when texting   Speaker: Thomas E. Spahn is of counsel in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 2000 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 900 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/27/2025
    Presented
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Texting While Practicing Law: Ethical Risks

$89.00

Text messaging has become a mainstream form of communication.  Clients now routinely text their lawyers about pending matters.  They may ask about the status of a case, provide facts about a case, communicate decisions to a lawyer, or message other sensitive information.  These messages are often to a lawyer’s mobile phone that is used extensively for personal purposes, unsecured in their transmissions, and easily accessible by third parties. This new wave of lawyer-client communication raises many difficult ethical questions, including preservation of the attorney-client privilege.   This program will provide you with a guide to the major ethics issues when lawyers and their clients text message about pending matters.   Confidentiality issues involving unsecured transmission of texts involving sensitive case issues How to handle mobile phones used for both personal purposes and law practice Potential loss of the attorney-client privilege when text messages are accessible by third parties Tension among the duties of competence, prudence and to communicate with clients Understanding the ethical risks and counseling clients about the risks to their case when texting   Speaker: Thomas E. Spahn is of counsel in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 2000 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 900 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/27/2025
    Presented
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Ethics in Negotiations – Boasts, Shading, and Impropriety

$89.00

Lawyers must always be truthful in their representations. Yet they must be zealous in representing clients. The tension between these two principles is perhaps never as great as when the lawyer is negotiating for a client. The lawyer may make statements about the law or fact – or simply refrain from making statements because the lawyer knows certain facts or legal precedent are adverse to a client’s interest.   Lawyers may also boast, signaling that a client’s position is stronger than is, in fact, the case. Navigating these gray lines is the difference between ethical representation and impropriety. This program will provide you with a guide to ethical issues in negotiations.    Truthful representations v. zealous representations? Affirmative statements of fact, value or intent in settlements Silence about adverse law in negotiations Silence about facts unknown to an opponent or counter-party Silence about errors in settlement agreements or transactional documents Non-litigation work in another state – “temporary” practice   Speakers: Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School. Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 6/28/2025
    Avail. Until
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Small Firm Ethics: Tech, Paralegals, Remote & More

$89.00

Solo and small firm practitioners wear many hats. They practice law but also run the office and manage all of its information technology – file storage, email, and Web sites.  They may supervise paralegals or contract attorneys. They also need to be attentive to developing new clients. Each of these and other roles comes with ethical issues and traps.  Email, file storage, and law firm web sites implicate issues of competence, confidentiality, and potentially the attorney-client privilege.  Supervising paralegals or junior attorneys implicates supervisory ethics and conflicts of interest.  Client development also implicates a range of ethics issues.  It’s a lot to manage for a firm of any size, but particularly for smaller firms.This program will provide you with a practical guide to major ethics issues for solo and small firm practitioners.   Ethical issues for small law firms and solo practitioners Technology – storing client files in “the Cloud,” email traps, and remote networks Pooled Resources – shared office/meeting space, shared support staff, shared technology Client Development – web sites and lawyer biographies, email/newsletters, social media, advertising and more Paralegals – training and billing, confidentiality and the attorney-client privilege Co-Counsel – ethical responsibilities when practicing with other lawyers   Speakers: Thomas E. Spahn is of counsel in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 2000 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 900 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis.   H. Michael Drumm is the founder and member of Drumm Law, LLC in Denver, Colorado, where he has an extensive franchise, trademark and business transactional practice.  He works with franchisors across industries nationwide helping them draft, file and renew their franchise Disclosure Documents and franchise agreements.  He has a specialty representing craft breweries to help them trademark their brands and protect their intellectual property. He has been repeatedly honored by Franchise Times magazine as a “Legal Eagle” and has been designated by the International Franchise Association as a “Certified Franchise Executive.”  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/30/2025
    Presented
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Course1

Small Firm Ethics: Tech, Paralegals, Remote & More

$89.00

Solo and small firm practitioners wear many hats. They practice law but also run the office and manage all of its information technology – file storage, email, and Web sites.  They may supervise paralegals or contract attorneys. They also need to be attentive to developing new clients. Each of these and other roles comes with ethical issues and traps.  Email, file storage, and law firm web sites implicate issues of competence, confidentiality, and potentially the attorney-client privilege.  Supervising paralegals or junior attorneys implicates supervisory ethics and conflicts of interest.  Client development also implicates a range of ethics issues.  It’s a lot to manage for a firm of any size, but particularly for smaller firms.This program will provide you with a practical guide to major ethics issues for solo and small firm practitioners.   Ethical issues for small law firms and solo practitioners Technology – storing client files in “the Cloud,” email traps, and remote networks Pooled Resources – shared office/meeting space, shared support staff, shared technology Client Development – web sites and lawyer biographies, email/newsletters, social media, advertising and more Paralegals – training and billing, confidentiality and the attorney-client privilege Co-Counsel – ethical responsibilities when practicing with other lawyers   Speakers: Thomas E. Spahn is of counsel in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 2000 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 900 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis.   H. Michael Drumm is the founder and member of Drumm Law, LLC in Denver, Colorado, where he has an extensive franchise, trademark and business transactional practice.  He works with franchisors across industries nationwide helping them draft, file and renew their franchise Disclosure Documents and franchise agreements.  He has a specialty representing craft breweries to help them trademark their brands and protect their intellectual property. He has been repeatedly honored by Franchise Times magazine as a “Legal Eagle” and has been designated by the International Franchise Association as a “Certified Franchise Executive.”  

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/30/2025
    Presented
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Course1

LIVE REPLAY: Protecting Your Clients' Trade Secrets: Masterclass, Part 1

$89.00

This program equips attorneys with the tools to advise clients on safeguarding their trade secrets in an increasingly digital and connected world. The session will cover strategies for protecting sensitive information from departing employees, addressing vulnerabilities in networked systems, and managing risks posed by artificial intelligence. Key topics include drafting enforceable non-compete and confidentiality agreements, implementing robust cybersecurity measures, and understanding AI's role in trade secret misappropriation. By the end of the program, attorneys will have practical strategies to help clients secure their proprietary information against both traditional and emerging threats. Day 1 Drafting and enforcing non-compete, non-disclosure, and confidentiality agreements to safeguard sensitive information. Addressing vulnerabilities in networked systems to prevent unauthorized access and data theft. Understanding the risks posed by artificial intelligence in identifying and exploiting trade secrets. Day 2 Legal remedies for trade secret misappropriation under state, federal, and international laws. Best practices for monitoring and securing proprietary information in the workplace. Guidance on employee training programs to ensure compliance with trade secret policies. Proactive strategies for handling trade secret disputes and minimizing litigation risks.   Speaker: James Pooley focuses on trade secret law and management, as an expert witness, advisor, litigator and neutral. He has authored or co-authored several major IP works, including his treatise Trade Secrets (Law Journal Press), the Patent Case Management Judicial Guide and the Trade Secret Case Management Judicial Guide (both published by the Federal Judicial Center). He recently released the second edition of his business book Secrets: Managing Information Assets in the Age of Cyberespionage. The Senate Judiciary Committee relied on Jim for expert testimony and advice regarding the 2016 Defend Trade Secrets Act. From 2009 to 2014 he managed the international patent system (PCT) at WIPO as Deputy Director General for Innovation and Technology. He has served as President of AIPLA, Chairman of the National Inventors Hall of Fame, Chair of the Sedona Conference Working Group 12 on Trade Secrets, and Co-Chair of the Trade Secrets Task Force of the International Chamber of Commerce. He has taught Trade Secret law at UC Berkeley. In 2016 Jim was inducted into the IP Hall of Fame in recognition of his contributions to the field.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/1/2025
    Presented
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LIVE REPLAY: Protecting Your Clients' Trade Secrets: Masterclass, Part 1

$89.00

This program equips attorneys with the tools to advise clients on safeguarding their trade secrets in an increasingly digital and connected world. The session will cover strategies for protecting sensitive information from departing employees, addressing vulnerabilities in networked systems, and managing risks posed by artificial intelligence. Key topics include drafting enforceable non-compete and confidentiality agreements, implementing robust cybersecurity measures, and understanding AI's role in trade secret misappropriation. By the end of the program, attorneys will have practical strategies to help clients secure their proprietary information against both traditional and emerging threats. Day 1 Drafting and enforcing non-compete, non-disclosure, and confidentiality agreements to safeguard sensitive information. Addressing vulnerabilities in networked systems to prevent unauthorized access and data theft. Understanding the risks posed by artificial intelligence in identifying and exploiting trade secrets. Day 2 Legal remedies for trade secret misappropriation under state, federal, and international laws. Best practices for monitoring and securing proprietary information in the workplace. Guidance on employee training programs to ensure compliance with trade secret policies. Proactive strategies for handling trade secret disputes and minimizing litigation risks.   Speaker: James Pooley focuses on trade secret law and management, as an expert witness, advisor, litigator and neutral. He has authored or co-authored several major IP works, including his treatise Trade Secrets (Law Journal Press), the Patent Case Management Judicial Guide and the Trade Secret Case Management Judicial Guide (both published by the Federal Judicial Center). He recently released the second edition of his business book Secrets: Managing Information Assets in the Age of Cyberespionage. The Senate Judiciary Committee relied on Jim for expert testimony and advice regarding the 2016 Defend Trade Secrets Act. From 2009 to 2014 he managed the international patent system (PCT) at WIPO as Deputy Director General for Innovation and Technology. He has served as President of AIPLA, Chairman of the National Inventors Hall of Fame, Chair of the Sedona Conference Working Group 12 on Trade Secrets, and Co-Chair of the Trade Secrets Task Force of the International Chamber of Commerce. He has taught Trade Secret law at UC Berkeley. In 2016 Jim was inducted into the IP Hall of Fame in recognition of his contributions to the field.

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/1/2025
    Presented
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