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LIVE REPLAY: Ethics in Negotiations – Boasts, Shading, and Impropriety

$65.00

Lawyers must be truthful.  Yet they must be zealous in the representation of their clients.  The tension between these two principles is perhaps never as great as when the lawyer is negotiating for a client.  The negotiation may be a settlement of litigation or in connection with a transaction. The lawyer may make statements about the law or fact – or simply refrain from making statements because the lawyer knows certain facts or legal precedent are adverse to his or her client’s interest.   Lawyers may also “puff” or boast, signaling that a negotiating stance is firmer than a client’s true positon or more substantively valid than the law can reasonably support.  At some point, the gray ethical line is tripped and what the lawyer does becomes improper. This program will provide you with a real world guide to ethical issues in lawyer negotiations.  Ethics and ethical drawing lines – what’s an acceptable level of deception in negotiations? Affirmative statements of fact, value or intent in settlements Silence about adverse law in negotiations Silence about facts unknown to an opponent or counter-party Silence about errors in settlement agreements or transactional documents Non-litigation work in another state – “temporary” practice Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School. Elizabeth Treubert Simon is an ethics attorney in the Washington, D.C. office of Akin Gump Strauss Hauer & Feld LLP, where she advises on a wide range of ethics and compliance-related matters to support Akin Gump’s offices worldwide.  Previously, she practiced law in Washington DC and New York, focusing on business and commercial litigation and providing counsel to clients regarding professional ethics and attorney disciplinary procedures.  She is a member of the New York State Bar Association Committee on Professional Discipline and the District of Columbia Legal Ethics Committee.  She writes and speaks extensively on attorney ethics issues.   She received her B.A. and M.S. from the University of Pennsylvania and her J.D. from Albany Law School.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/15/2020
    Presented
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LIVE REPLAY: 2020 Family and Medical Leave Update

$65.00

This program will provide you with a practical guide to developments under the Family and Medical Leave Act and review trends in employee leave generally. The program will cover significant case law and regulatory developments, as well as the practical trends in dispute and litigation impacting your employer clients. The program will cover the impact of technology, contract employees, and other changes in the workforce, and discuss their impact on traditional leave law.  This program will provide you with a real-world guide to significant legal and practical developments under FMLA and employee leave generally. Case law and regulatory developments under the FMLA Developments related to “appropriate notice” Serious health condition requiring leave and practical application Remote and work-from-home workers and leave under the FMLA Responding to leave requests based on substance abuse Emerging cannabis issues   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/1/2020
    Presented
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Percentage Rent Leases in Commercial Real Estate

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/8/2020
    Presented
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Secured Transactions Practice: Security Agreements to Foreclosures, Part 2

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/24/2020
    Presented
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Course1

Secured Transactions Practice: Security Agreements to Foreclosures, Part 1

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/23/2020
    Presented
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Construction Contracts: Drafting Issues, Spotting Red Flags and Allocating Risk, Part 2

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/28/2020
    Presented
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Course1

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

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/27/2020
    Presented
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Course1

Joint Ventures in Real Estate, Part 2

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/14/2020
    Presented
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Course1

Joint Ventures in Real Estate, Part 1

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/13/2020
    Presented
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Course1

The Ins-and-Out of Licensing Technology, Part 2

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/7/2020
    Presented
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Course1

The Ins-and-Out of Licensing Technology, Part 1

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/6/2020
    Presented
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Course1

Parking: Special Issues in Commercial Leases

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/22/2020
    Presented
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LIVE REPLAY: Raising Capital: Private Placements Agreements for Closely Held Companies, Part 2

$65.00

Private placement of equity and debt is essential to financing the growth and development of businesses of every size.  Whenever a client issue stock or other ownership interests in a C Corp S Corp or LLC they are subject to a complex network of federal and state securities regulations.  This program will provide you with a practical guide to the fundamentals of private placements including the types of private placements the dollar amount and investor limitations on each type of private placement under securities law drafting the relevant documents and practical tips on accessing the capital market and for successful placements.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/4/2020
    Presented
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Course1

LIVE REPLAY: Raising Capital: Private Placements Agreements for Closely Held Companies, Part 1

$65.00

Private placement of equity and debt is essential to financing the growth and development of businesses of every size.  Whenever a client issue stock or other ownership interests in a C Corp S Corp or LLC they are subject to a complex network of federal and state securities regulations.  This program will provide you with a practical guide to the fundamentals of private placements including the types of private placements the dollar amount and investor limitations on each type of private placement under securities law drafting the relevant documents and practical tips on accessing the capital market and for successful placements.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/3/2020
    Presented
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Course1

Selling to Consumers: Sales, Finance, Warranty & Collection Law, Part 2

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/19/2020
    Presented
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Course1

Selling to Consumers: Sales, Finance, Warranty & Collection Law, Part 1

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/18/2020
    Presented
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Course1

Earnouts: Taking a Wait and See Approach to Valuation of Closely Held Companies

$65.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/2/2020
    Presented
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Course1

LIVE REPLAY: Indemnification & Hold Harmless Agreements in Real Estate Transactions

$65.00

Indemnification and hold harmless agreements are part of virtually every real estate transition.  These agreements protect parties against financial loss or other liability arising from the occurrence of certain events. Indemnification is often backed by insurance policies. The interaction between indemnification provisions – scope, triggering events, assertion of claims and payment – and funding sources is typically very complex.  This program will provide you with a real-world guide to indemnification and insurance in real estate development, ownership, and leasing.  Forms of indemnification in real estate Scope of indemnity, triggering events or discoveries, ensuring payment of claims Utilizing insurance policies to guarantee and fund indemnification claims Types and roles of various forms of insurance – casualty, business/rent interruption, CGL Important differences amongamong named insureds and additional insureds Drafting interactionof co-insurance, valuation, and agreed value endorsements   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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/3/2020
    Presented
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Course1

LIVE REPLAY: Governance for Nonprofit and Exempt Organizations

$65.00

  Non-profit and tax exempt organizations of every size are complex organizations.  Boards of directors need to recruit and retain talented management, supervise the investment of endowments in often volatile markets, engage profit-making corporations in joint ventures, and ensure the integrity of systems and policies in environment of increased governmental and public scrutiny.  Effective governance of these organizations is essential to advancing the non-profit’s mission.  When governance fails, the organization itself and its directors are exposed to potential liability. This program will provide you with a practical guide to major governance issues for non-profits, including major management issues.  Current IRS and attorneys general investigation and enforcement priorities Essential provisions of non-profit management agreements Best practices for determining executive compensation Fiduciary duties, potential liability, and indemnification of nonprofit directors and officers Compliance issues, including Form 990   Speaker: Michael Lehmann is a partner in the New York office of Dechert, LLP, where he specializes in tax issues related to non-profits and in the tax treatment of cross-border transactions.  He advises hospitals and other health care providers, research organizations, low-income housing developers, trade associations, private foundations and arts organizations.  He advises clients on obtaining and maintaining tax-exempt status, executive compensation, reorganizations and joint ventures, acquisitions, and unrelated business income planning.  Mr. Lehmann received his A.B., magna cum laude, from Brown University, his J.D. from Columbia Law School, and his LL.M. from New York University School of Law.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/6/2020
    Presented
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Course1

Baskets and Escrow in Business Transactions

$65.00

Identifying and hedging the risk of the unknown is one of the biggest risks in business documentation.  If unknown liabilities arise – or known liabilities are greater than anticipated –parties want recourse to address the economic loss.  “Caps” and “baskets” are used to address this problem.  Caps are the the total amount for which one party may be liable to the other party post-closing. “Baskets” are the amount of loss one party must incur, if any, before seeking recourse to the other party. The variations and interplay between caps and baskets can be highly complex. This program will provide you with a practical guide to the uses, types, and drafting traps of caps and baskets in business transactions. Types of “baskets” – “tipping baskets” v. “true deductibles” v. hybrids Negotiating “caps” – aggregates limits, specific carve-outs for fraud and other bad acts Intricate relationship between baskets and caps Drafting to reduce risk of dispute and enhance collectability of claims Use of escrow to ensure payment of indemnification claims   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/7/2020
    Presented
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Course1

Selection and Preparation of Expert Witnesses in Litigation

$65.00

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.  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
  • 7/8/2020
    Presented
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Course1

LIVE REPLAY: Drafting Employment Agreements, Part 1

$65.00

This program will provide you a practical guide to the most important provisions of employment agreements, common sources of dispute and litigation, and traps. The program will cover scope of duties (and how they may change over time), forms of compensation and benefits (including deferred compensation), and objective/measurable performance standards.  The program will also discuss planning for the possible release of the employee, limiting liability, and protecting confidential information and trade secrets to which the employee may have had access. This program will provide you with a practical guide to drafting successful employment agreements. Day 1:  Scope of an employee’s duties and modification as facts and circumstances change Objective and measurable performance benchmarks tied to incentive compensation Forms of compensation, deferred compensation, and fringe benefits Protecting trade secrets – non-competition and non-disclosure mechanisms   Day 2: Term of employment – fixed or variable terms, extensions, and discharge Anticipating severance and building in dispute mitigation and resolution provisions Severance benefits on voluntary and involuntary separation – and tying them to confidentiality and non-competition Non-disparagement of employer on discharge or voluntary departure Essential mediation and choice of law considerations   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/9/2020
    Presented
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Course1

LIVE REPLAY: Drafting Employment Agreements, Part 2

$65.00

  This program will provide you a practical guide to the most important provisions of employment agreements, common sources of dispute and litigation, and traps. The program will cover scope of duties (and how they may change over time), forms of compensation and benefits (including deferred compensation), and objective/measurable performance standards.  The program will also discuss planning for the possible release of the employee, limiting liability, and protecting confidential information and trade secrets to which the employee may have had access. This program will provide you with a practical guide to drafting successful employment agreements. Day 1: Scope of an employee’s duties and modification as facts and circumstances change Objective and measurable performance benchmarks tied to incentive compensation Forms of compensation, deferred compensation, and fringe benefits Protecting trade secrets – non-competition and non-disclosure mechanisms   Day 2: Term of employment – fixed or variable terms, extensions, and discharge Anticipating severance and building in dispute mitigation and resolution provisions Severance benefits on voluntary and involuntary separation – and tying them to confidentiality and non-competition Non-disparagement of employer on discharge or voluntary departure Essential mediation and choice of law considerations   Speaker:    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/10/2020
    Presented
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Course1

LIVE REPLAY: Equipment Leases: Drafting & UCC Article 2A Issues

$65.00

Many companies lease rather than buy computers and servers, company cars and other capital equipment.  These leases are government by UCC Article 2A, an intricate set of provisions governing their validity, treatment, and enforcement.  If the lease is not properly drafted to comply with the UCC, it risks being re-characterized as a sale or a security interest, which give rise to substantially adverse financial and tax consequences. This program will also provide you with a practical guide to reviewing equipment leases, including spotting red flags and avoiding recharacterization. Types of equipment leases – “true” leases, synthetic leases, “lease to own” arrangements, and more Spotting red flags of financeable leases – and how to ensure UCC 2A compliance Rights and obligations of the parties – manufacturer, lessor and lessee – and remedies for breach Circumstances leading to re-characterization of a “true lease” as a sale or financing Adverse financial, tax and practical ramifications of lease re-characterization   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
  • 7/13/2020
    Presented
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Subtenants in Commercial Leasing: How to Protect Your Client

$65.00

Subleases are by their very nature filled with substantial risk.  A sub-tenant agrees to take space – office, retail, or industrial – from a sub-landlord, pay the sub-landlord rent, and perform certain services. But without between the sub-tenant and the senior landlord, the sub-tenant has no rights to assert against the senior landlord even though the sub-tenant’s use of the space may depend on the actions of the senior landlord.  This sub-tenant is also at substantial risk of losing the space if either the senior or sub-landlord goes bankrupt. The relationship of these parties is highly complex. This program will provide you with a practical guide protecting subtenants in leasing. Counseling sub-tenant clients about the range of risks in subleases How to read master leases to spot red flags for tenants Types of subleases – what works for bigger/smaller clients and spaces? Identifying master lease’s control of subleasing and sublease terms Master lease money provisions, use restrictions, attornment provisions, and termination Determining whether sublease risks outweigh the benefits   Speakers:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/14/2020
    Presented
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Roadmap of Venture Capital and Angel Funding, Part 1

$65.00

Rapidly growing companies often raise capital in “angel” or venture capital transactions.  Investors provide capital in exchange for carefully structured equity rights and frequently some form of governance rights. Investors also often provide the company with industry expertise, contacts, and access that may be as valuable as financial capital. These funding transactions can take a startup or more mature company to higher levels of growth. But they are complex transactions that can involve a dozen or more interrelated documents. This program will provide you with a practical guide to the stages and documentation of an angel or venture capital transaction. Day 1: Current state of angel and venture capital markets & trends in deal terms Review of the suite of documents involved in most funding deals Methods of valuation and their impact on successive stages of investment Reviewing or drafting terms sheets – pitfalls and opportunities Angel investing – equity v. debt, common terms, impact on later venture capital funding   Day 2: Review of most highly negotiated terms in funding deals Investor protections – information  & veto rights, liquidity event rights Liquidation preferences, anti-dilution rights, and dividends Striking the right balance between founders/managers and investors on the board Options pools for founders, managers and employees   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/15/2020
    Presented
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Course1

Roadmap of Venture Capital and Angel Funding, Part 2

$65.00

Rapidly growing companies often raise capital in “angel” or venture capital transactions.  Investors provide capital in exchange for carefully structured equity rights and frequently some form of governance rights. Investors also often provide the company with industry expertise, contacts, and access that may be as valuable as financial capital. These funding transactions can take a startup or more mature company to higher levels of growth. But they are complex transactions that can involve a dozen or more interrelated documents. This program will provide you with a practical guide to the stages and documentation of an angel or venture capital transaction. Day 1: Current state of angel and venture capital markets & trends in deal terms Review of the suite of documents involved in most funding deals Methods of valuation and their impact on successive stages of investment Reviewing or drafting terms sheets – pitfalls and opportunities Angel investing – equity v. debt, common terms, impact on later venture capital funding   Day 2: Review of most highly negotiated terms in funding deals Investor protections – information  & veto rights, liquidity event rights Liquidation preferences, anti-dilution rights, and dividends Striking the right balance between founders/managers and investors on the board Options pools for founders, managers and employees   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/16/2020
    Presented
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Course1

2020 Family and Medical Leave Update

$65.00

This program will provide you with a practical guide to developments under the Family and Medical Leave Act and review trends in employee leave generally. The program will cover significant case law and regulatory developments, as well as the practical trends in dispute and litigation impacting your employer clients. The program will cover the impact of technology, contract employees, and other changes in the workforce, and discuss their impact on traditional leave law.  This program will provide you with a real-world guide to significant legal and practical developments under FMLA and employee leave generally. Case law and regulatory developments under the FMLA Developments related to “appropriate notice” Serious health condition requiring leave and practical application Remote and work-from-home workers and leave under the FMLA Responding to leave requests based on substance abuse Emerging cannabis issues   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/17/2020
    Presented
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Course1

LIVE REPLAY: The Law of Consignments: How Selling Goods for Others Works

$65.00

In a consignment, the consignor, ships or transfers control of goods to a seller, the consignee, who agrees to market the property to buyers and pay over some portion of the sales proceeds to the consignor. The arrangement involves an intricate set of rights and obligations among the parties. There are also substantial and often overlooked risks, including that the consignee’s creditors may seek to claim a security interest in the consigned property.  If these risks are not properly understood and remedies not carefully considered, the consignor is at risk of loss. This program will provide you to the law of consignments, UCC Article 9 issues and risks, and provide practical tips for drafting consignment agreements. Structure of common consignment transactions Parties, rights and obligations – consignor as creditor, consignee as debtor, creditors Risks of loss to consignor and how it can protect itself against consignee’s creditors Consignor remedies for consignee breach Law of consignments and relationship to secured finance Circumstances when UCC Article 9 does not apply to consignments   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
  • 7/20/2020
    Presented
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Due Diligence in Commercial Real Estate Transactions

$65.00

This program will provide you with a practical guide to due diligence in real estate transactions – what information you need, where to get it, and the timeframes involved.  The program will also cover the relationship between the duration and depth of due diligence depending on the state of themarket– i.e., how “hot” markets involve more risk because sellers or othersare reluctant to give lengthy diligence periods. The program will also discuss using information obtained in diligence to draft specific reps and warranties. This program will provide you with a practical guide to planning due diligence in real estate transaction and how that information is used. Planning diligence – what information you need, where to get it, and timeframes Relationship between diligence and market conditions – willingness of sellers to cooperate or not Using diligence – tying information obtained to specific reps and warranties Review of leases, rent rolls, and financial statements Service contracts, condominium HOAs, and other contracts Title work – liens and other encumbrances   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/21/2020
    Presented
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