Course1

LIVE REPLAY: How to Hold Business Interests in a Trust

$89.00

There are tax and other benefits to holding a closely-held company or other business interests in a trust.  But there are also substantial risks.  Trusts are typically required to diversify their holdings. But when a company is held in a trust there is almost a highly concentrated, and thus risky, position. Similarly, holding real estate or nontraditional assets also involves issues of liquidity and proper fiduciary and income tax administration. This program will provide you with a real world guide placing business interests in a trust. Dilemmas of operating companies in trusts – concentrated assets, speed, decision-making Concentrated assets and the fiduciary duty to diversify Counseling clients about the right trust for different asset classes Preserving S Corp status or other tax benefits in trust Business succession planning for family businesses Managing minority stakes in operating companies or assets Financial and tax administration traps Speakers: Michael Sneeringer a partner in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA’s Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute.   Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.  

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

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

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 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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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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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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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: 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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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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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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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: 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: Confidentiality Agreements in Workplace

$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   Speaker: Shannon M. Bell is a partner with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/19/2025
    Presented
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When Lawyers Make Mistakes: Ethical & Disciplinary Issues

$89.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/20/2025
    Presented
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Course1

Indemnity Agreements, in Business and Commercial Transactions: Types and Tradeoffs

$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
  • 5/21/2025
    Presented
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Course1

LIVE REPLAY: Selection and Preparation of Expert Witnesses in Litigation

$89.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/22/2025
    Presented
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LIVE REPLAY: Buying, Selling and Exchanging Partnership and LLC Interests

$89.00

As LLCs have become the default choice of entity for most businesses, sales and exchanges of LLC membership interests are commonplace. Despite the frequency of sales and exchanges, exactly what rights of the seller the buyer succeeds to is often mistaken and these mistakes can lead to dispute and litigation. By default, transferees succeed only to the economic interests of the transferor. They do not succeed to the transferor’s governance rights. If governance rights are part of the underlying bargain, the consent of the LLC’s other members generally must be sought.  This program will provide you with a practical guide to drafting and planning for the sale and exchange of LLC interests.   Selling/exchanging LLC and partnership interests and effective alternatives Succession to economic rights of seller v. management and information rights Tax consequences to the entity and buyers/sellers in sales/exchanges of entity interests Disguised sales of LLC/partnership interests – and techniques to avoid adverse tax impact Constructive terminations and their adverse tax consequences Distributions and other alternative to sales and exchanges of LLC/partnership interests   Speaker: C. Ben Huber is a partner in the Denver office of Greenburg Traurig, LLP, where he has a broad transactional practice encompassing mergers and acquisitions, restructurings and reorganizations, corporate finance, capital markets, venture funds, commercial transactions and general corporate law.  He also has substantial experience as counsel to high tech, biotech and software companies in the development, protection and licensing of intellectual property.  His clients include start-up companies, family- and other closely-held businesses, middle market business, Fortune 500 companies, venture funds and institutional investors.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/23/2025
    Presented
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LIVE REPLAY: Rights of First Offer, First Refusal in Real Estate

$89.00

Rights of first refusal and rights of first offer are frequently used in commercial real estate transactions, establishing rights to acquire property from a seller before it hits the market.  The practical effect of these tools is often to exert downward pressure on the price of the property and hamper development of a third-party market.  Rights of first refusal can help hasten a deal among buyers and sellers or landlords and tenants, thereby reducing costs, or they can be a costly waste of time. There are many subtle differences between rights of first refusal and rights of first offer, each with subtle tradeoffs for counter-parties that must be considered in context of a particular transaction.  This program will provide you with a practical guide to drafting rights of first refusal and rights of first offer in real estate.   How rights of first refusal and rights of first offer work in real estate transactions Real-world costs, tradeoffs and risks of each type of right – and drafting tips and traps Best circumstances in which these mechanisms are used in property acquisitions, sales, and leasing How rights of refusal depress prices &limiting third party interest in the property – and how to mitigate Practical strategies for buyers and sellers, landlords and tenants when negotiating these rights   Speaker: John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP.  He has more than 40 years’ experience in real estate law practice.  He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute.  He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law.  He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/27/2025
    Presented
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LIVE REPLAY: Ethics of Beginning and Ending Client Relationships

$89.00

Substantial ethics issues flow from the moment an attorney-client relationship is formed, whether it is formed intentionally or through inadvertence.  Determining when a relationship commences and the scope of the representation has dramatic implications for issues related to confidentiality, conflicts of interest, the attorney-client privilege and more. Ending an engagement is nearly as complicated. When are you allowed to end an engagement?  And how must you go about it without prejudicing a client’s interest in a transaction or in litigation? This program will you provide a real-world guide the ethical issues of beginning and ending an attorney client relationship.   Determining when and how a relationship starts – including through inadvertence Email and technology issues – how unsolicited communications may trigger ethical obligations Joint representation issues – unsorting the confidentiality and privilege issues End a relationship – when are you allowed to end an engagement?  How do you do it ethically? Circumstances when you might be required to end a relationship   Speaker: Elizabeth Treubert Simon is an ethics attorney in the Washington, D.C. office of Akin Gump Strauss Hauer & Feld LLP, where she advises on a wide range of ethics and compliance-related matters to support Akin Gump’s offices worldwide.  Previously, her practice focused on business and commercial litigation and providing counsel to clients regarding professional ethics and attorney disciplinary procedures.  She is a member of the New York State Bar Association Committee on Professional Discipline and the District of Columbia Rules of Professional Conduct Rules Review Committee.  She is the immediate past chair of the District of Columbia Legal Ethics Committee.  She writes and speaks extensively on attorney ethics issues.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/28/2025
    Presented
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AI in the Workplace: Issues and Risks for Employers

$89.00

Artificial intelligence is transforming the workplace, but it also presents legal risks and challenges for employers. This session examines the implications of AI in hiring, performance monitoring, and decision-making, focusing on compliance with employment laws and avoiding discrimination claims. Gain the tools you need to advise clients on integrating AI into their workplace practices. Highlights: Legal implications of using AI in hiring and employment decisions. Avoiding discrimination claims under Title VII and ADA. The role of transparency and fairness in AI-driven processes. Navigating employee privacy concerns in an AI-powered workplace. Case studies highlighting risks and emerging best practices.   Speakers: TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/29/2025
    Presented
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Course1

Shared Spaces: Ethics of Remote and Virtual Offices

$89.00

Technology allows lawyers far more flexibility to practice law than ever before.  Lawyers can work in shared offices, splitting expenses with other small firms or solo practitioners. They can work remotely, from home or virtually anywhere, with basic computer and networking technology. But all these innovations come with ethics traps. These include issues of communications and confidentiality, supervising outsourced worked, multijurisdictional practice, and managing all the technology used to practice law from home.  This program will provide you with a practical guide to ethical issues when working from home or anywhere but a traditional office. Disclosure to clients of virtual nature of law office Duty of competence as a duty to understand technology Electronic communications, confidentiality, and ethical risks in virtual law offices How Web sites and a “virtual” presence implicate multijurisdictional practice issues Outsourcing work to paralegal services, including fee sharing issues Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections.  For more than 20 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/30/2025
    Presented
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Course1

LIVE REPLAY: Piercing the Entity Veil: Individual Liability for Business Acts

$89.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/2/2025
    Presented
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LIVE REPLAY: Letters of Intent in Business Transactions

$89.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/3/2025
    Presented
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Refis in Commercial Real Estate: Strategies for When a Client's Mortgage is Due, Part 1

$89.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/4/2025
    Presented
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Refis in Commercial Real Estate: Strategies for When a Client's Mortgage is Due, Part 2

$89.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/5/2025
    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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/6/2025
    Presented
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LIVE REPLAY: 2025 Commercial Code Update: Navigating New Business Law Frontiers

$89.00

The overlapping articles of the UCC impact most business, commercial and real estate transactions.  From the perfection of security interests to the enforceability of promissory notes and investment contracts to equipment leases and the sale of goods, the UCC plays a role in most significant transactions. This program, led by one of the nation’s leading authorities on the UCC, will provide you with a wide-ranging discussion of developments under the many articles of the UCC, including secured transactions, investment notes, sales, and equipment leasing.   Recent UCC developments for transactional attorneys Developments impacting commercial, business and real estate transactions UCC Article 9, asset-based transactions and secured transactions Sales of goods contracts Equipment leases, including computer equipment and capital equipment Notes, guarantees and letters of credit   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.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/9/2025
    Presented
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2025 Civil Litigation Ethics: Navigating New Challenges, Part 1

$89.00

This annual ethics update will cover a wide range of ethical developments important to your civil litigation practice.  The program will provide detailed coverage of developments in conflicts of interest in litigation, confidentiality and the attorney-client privilege, and drafting and negotiating settlement agreements.  The program will feature its annual tour of the waterfront of technology issues in litigation practice.  Please join for this annual program which will provide you with a lively discussion of ethical developments important to civil litigation practice.    Day 1: Ethics and technology in law practice review Ethics and settlement agreements Recent developments in conflicts of interest, part 1   Day 2: Ethics, evidence and witnesses Developments in confidentiality and preserving the attorney-client privilege Recent developments 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 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
  • 6/10/2025
    Presented
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2025 Civil Litigation Ethics: Navigating New Challenges, Part 2

$89.00

This annual ethics update will cover a wide range of ethical developments important to your civil litigation practice.  The program will provide detailed coverage of developments in conflicts of interest in litigation, confidentiality and the attorney-client privilege, and drafting and negotiating settlement agreements.  The program will feature its annual tour of the waterfront of technology issues in litigation practice.  Please join for this annual program which will provide you with a lively discussion of ethical developments important to civil litigation practice.    Day 1: Ethics and technology in law practice review Ethics and settlement agreements Recent developments in conflicts of interest, part 1   Day 2: Ethics, evidence and witnesses Developments in confidentiality and preserving the attorney-client privilege Recent developments 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 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
  • 6/11/2025
    Presented
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