Course1

Family Feuds in Trusts: How to Anticipate & Avoid

$65.00

Family feuds are the most destructive force in trust and estate planning. When a senior generation of a family dies or decides to pull back from leading a family business, long suppressed rivalries, disputes and inter-personal conflicts rise to the surface and have often a substantially adverse impact on the business’s operations and value. These disputes often place planners in the extremely difficult spot of having gain the trust of warring factions, understand their grievances, and use the tools of planning to help them and the company find a value-preserving resolution of their conflicts. This program will provide you with a real-world guide to identifying and resolving family feuds in trusts. Sources of family feuds in trusts and techniques to resolve short of litigation Disputes involving distributions, control of family assets, personal rivalries, lack of communication Techniques for resolution – outside consultants, ongoing family meetings, lifetime gifting, distribution standards How choosing trustees can provoke or dampen family disputes How to work with warring family factions while protecting yourself as lawyer   Speaker:

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Drafting Small Commercial Real Estate Leases

$65.00

In small space leases, tenants are much more sensitive to the cost or reviewing and negotiating lengthy leases. The panoply of tenant use restrictions in lengthier leases tend to suffocate the ability of smaller tenants to operate their businesses. Landlord rights and remedies in “short “form” leases tend to leave tenants with little flexibility and few remedies for landlord breaches.  At the same time, landlords fear the instability and costs associated with small tenants. This makes focusing on the economic essentials important to landlords and the operating essentials important to tenants in small leases very important. This program will provide you a real world guide to reviewing a small commercial lease, including economics, use restrictions, subleasing, and remedies. Red flags in “short form” leases for small tenants Ensuring “use” restrictions allow tenant to operate its business Common area maintenance, taxes, insurance, fees and penalties Scope of landlord services to tenant – and landlord remedies Exit issues – “go dark” provisions, subletting, tail liability   Speaker:

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Basics of Cyber-Attack Liability and Protecting Clients Interests

$65.00

Every company that stores files in the cloud, has a Web site, or engages in e-commerce is a data breach waiting to happen. Cyber attacks have become more frequent and more sophisticated, breaching even federal security agencies and global finance companies.  Every smaller company is constructively on notice that they may the next victim of a malicious breach. When that happens, clients often turn to their lawyers and ask, what now and are we liable? This program will provide lawyers with a real world guide to advising clients about data breaches – what they are, how to protect themselves legally, and what to do if it’s too late. Framework of law of cyber security – sources of liability under federal and state law What constitutes a data breach and your client’s obligation to protect against breaches Data breach notification laws – what must you disclose and when Risk of private causes of action and best practices to avoid Policies, processes and agreements to protect against – or respond to a data breach   Speaker: Sue C. Friedberg is a partner in the Pittsburg office of Buchanan, Ingersoll & Rooney, PC, where she is co-chair of Buchan’s Cyber Security and Data Protection Group.  She advises clients about rapidly evolving standards of care for safeguarding confidential information and responding effectively to security incidents that threaten to compromise their valuable or protected information.  She helps clients asses their data security risks and capabilities, develop information security programs, design incident response plans and prepare and update contracts. Ms. Friedberg earned her B.S., magna cum laude, from Georgetown University and her J.D., cum laude, from the University of Pittsburg School of law.

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2020 Sex Harassment Update

$65.00

This program will provide you with an update on recent developments in sex harassment claims, including the ongoing impact of the #metoo movement.  The discussion will include case law developments, trends in claims and defenses, and legislative proposals.  The program will cover how to handle recent allegations of harassment based on conduct occurring years ago and best practices in revising policies and procedures to handle allegations of misconduct. The program will also cover the validity of using mandatory arbitration clauses in contacts to respond to sex harassment claims. This program will provide you with a wide-ranging discussion of significant developments in sex harassment law. Significant sex harassment case law developments Impact of #metoo on sex harassment litigation How to investigate new complaints of old misconduct Sex harassment issues arising from online posts and messaging Validity of mandatory arbitration in sex harassment cases Best practices in revising sex harassment policies    

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Drafting Stockholder Agreements, Part 2

$65.00

Stockholders’ agreements are the most important operational documents for closely held companies.Boards of directors may be established and stock authorized by Articles of Incorporation, but stockholders’ agreements are where the practical allocation of voting power and economic rights are defined. These agreements determine access to information about the company, how major corporate decisions are approved, distribution policy, and often impose restrictions on the transfer of stock.  In the context of S Corporations, these agreements take on even more importance in the form of various restrictions to ensure the corporation does not lose its pass-through status for federal income tax purposes. This program will provide you with a guide to planning and drafting the most essential provisions of stockholders’ agreements for C and S corporations.   Day 1: Practical uses of stockholders’ agreements Management and voting rights – what events trigger a vote and by whom Economic rights – distributions, taxes, and liquidations Information rights – access to operational, financial and tax information   Day 2: Restrictions on transferability and mechanisms to buy/sell restricted stock Valuation methodologies for stock that does not have a liquid market Protective provisions for S Corps – preventing transfers to ineligible holders Provisions for approving the termination an S Corp election Close corporations and the ability to govern the company without a board of directors   Speaker:

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Drafting Stockholder Agreements, Part 1

$65.00

  Stockholders’ agreements are the most important operational documents for closely held companies.Boards of directors may be established and stock authorized by Articles of Incorporation, but stockholders’ agreements are where the practical allocation of voting power and economic rights are defined. These agreements determine access to information about the company, how major corporate decisions are approved, distribution policy, and often impose restrictions on the transfer of stock.  In the context of S Corporations, these agreements take on even more importance in the form of various restrictions to ensure the corporation does not lose its pass-through status for federal income tax purposes. This program will provide you with a guide to planning and drafting the most essential provisions of stockholders’ agreements for C and S corporations.  Day 1: Practical uses of stockholders’ agreements Management and voting rights – what events trigger a vote and by whom Economic rights – distributions, taxes, and liquidations Information rights – access to operational, financial and tax information   Day 2: Restrictions on transferability and mechanisms to buy/sell restricted stock Valuation methodologies for stock that does not have a liquid market Protective provisions for S Corps – preventing transfers to ineligible holders Provisions for approving the termination an S Corp election Close corporations and the ability to govern the company without a board of directors   Speaker:    

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2020 Ethics Update Part 2

$65.00

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 attorney-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 portable devices, the cloud, and always being plugged in Ethics and competence: What is competence in a specialized world? Emerging issues in conflicts of interest, part 1   Day 2: Ethics of firing a client Ethics and client development Emerging issues in conflicts of interest, part 2   Speakers: Lucian T. Pera is a partner in the Memphis office of Adams & Reese, LLP.  His practice includes professional malpractice litigation as well as counseling lawyers and law firms in the area of ethics and professional responsibility.  He was a member of the ABA’s Ethics 2000 Commission and is co-author of "Ethics and Lawyering Today," a national e-mail newsletter on lawyer ethics, which is accessible at: www.ethicsandlawyering.com.  Before entering private practice, he served as a judicial clerk to Judge Harry W. Wellford of the U.S. Court of Appeals for the Sixth Circuit.  Mr. Pera received his A.B. with honors from Princeton University and his J.D. from Vanderbilt University School of Law. William Freivogel is the principal of Freivogel Ethics Consulting and is an independent consultant to law firms on ethics and risk management.  He was a trial lawyer for 22 years and has practiced in the areas of legal ethics and lawyer malpractice for 20 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. and past chair of the ABA Business Law Section Committee on Professional Responsibility.  He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com.  Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B. 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.

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2020 Ethics Update Part 1

$65.00

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 attorney-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 portable devices, the cloud, and always being plugged in Ethics and competence: What is competence in a specialized world? Emerging issues in conflicts of interest, part 1   Day 2: Ethics of firing a client Ethics and client development Emerging issues in conflicts of interest, part 2   Speakers: Lucian T. Pera is a partner in the Memphis office of Adams & Reese, LLP.  His practice includes professional malpractice litigation as well as counseling lawyers and law firms in the area of ethics and professional responsibility.  He was a member of the ABA’s Ethics 2000 Commission and is co-author of "Ethics and Lawyering Today," a national e-mail newsletter on lawyer ethics, which is accessible at: www.ethicsandlawyering.com.  Before entering private practice, he served as a judicial clerk to Judge Harry W. Wellford of the U.S. Court of Appeals for the Sixth Circuit.  Mr. Pera received his A.B. with honors from Princeton University and his J.D. from Vanderbilt University School of Law. William Freivogel is the principal of Freivogel Ethics Consulting and is an independent consultant to law firms on ethics and risk management.  He was a trial lawyer for 22 years and has practiced in the areas of legal ethics and lawyer malpractice for 20 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. and past chair of the ABA Business Law Section Committee on Professional Responsibility.  He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com.  Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B. 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.

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2020 Retaliation and Wrongful Discharge Update

$65.00

Retaliations claims are one of the most common forms of employment litigation, whether as a standalone claim or when a substantive claim of harassment or discrimination fails.Though often used as a fallback claim, the scope of an employee’s protected conduct – whistleblower activity, requests for accommodation, and many other forms of activity – is not limitless. There are also complicated questions of what exactly constitutes an adverse action by an employer and the causal connection between the employee’s protected activity and the adverse action. This program will provide you with a practical review of recent case law and other developments impacting each of the elements of an actionable retaliation claim and best practices to avoid liability. Case law developments impacting elements of retaliation claims – protected conduct, adverse action, and causation Scope of “protected conduct,” including requests for reasonable accommodation under the ADA and FMLA What constitutes adverse action by the employer and timing of the adverse action Standards for establishing the causal link between protected conduct and adverse action Relationship among harassment, discrimination and ADA, and retaliation claim   Speaker:

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Drafting Subleases & Assignments in Commercial Real Estate, Part 2

$65.00

Subleasing and assignments are essential instruments for tenants to reduce the size and cost of their space as their needs change. Landlords (and their lenders) often disfavor subleases and assignments because they might lose control of who occupies the space. Subleases come in a variety of forms, all of which need to conform to the provisions of the master lease. Because of this, subleases can quickly become wildly complex, and have the potential to give rise to multiple levels of friction and possibly litigation. This program will provide you with a practical guide to the types of subleases and assignments, key issues for landlords, tenants, and subtenants, and drafting tips  Day 1: Subleasing v. assignments – when is each used or allowed? Types of subleases – no reference to master leases, reference by incorporation, custom subleases Standards of “reasonableness” in obtaining landlord consent to assignment or sublease Identifying and mitigating risks to tenants and subtenants in subleasing Landlord and lender concerns in subleases and methods to address   Day 2: Space recapture, profit sharing, and other landlord remedies Restrictions on use in subleases and subtenant risks Non-disturbance agreements with landlord and lender Subtenant remedies when tenant defaults on master lease Most important provisions of lease assignments   Speakers: Michael P. Williams is a partner in the Denver, Colorado office of SennViscianoCanges, P.C., where he has extensive experience in commercial leasing and tenant relations, acquisition and disposition of office, industrial, retail and multi-family properties, representing real estate professionals in disputes before their boards or in litigation, and advising homeowner associations.  He also assists lenders in pre-foreclosure workouts, foreclosures, loan modifications and servicing REO property needs.  He is a member of the banking law subcommittee of the ABA’s Business Law Section.  Mr. Williams received his B.A. from Colorado State University and his J.D. from the University of Denver College of Law.

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Drafting Subleases & Assignments in Commercial Real Estate, Part 1

$65.00

Subleasing and assignments are essential instruments for tenants to reduce the size and cost of their space as their needs change. Landlords (and their lenders) often disfavor subleases and assignments because they might lose control of who occupies the space. Subleases come in a variety of forms, all of which need to conform to the provisions of the master lease. Because of this, subleases can quickly become wildly complex, and have the potential to give rise to multiple levels of friction and possibly litigation. This program will provide you with a practical guide to the types of subleases and assignments, key issues for landlords, tenants, and subtenants, and drafting tips Day 1: Subleasing v. assignments – when is each used or allowed? Types of subleases – no reference to master leases, reference by incorporation, custom subleases Standards of “reasonableness” in obtaining landlord consent to assignment or sublease Identifying and mitigating risks to tenants and subtenants in subleasing Landlord and lender concerns in subleases and methods to address   Day 2: Space recapture, profit sharing, and other landlord remedies Restrictions on use in subleases and subtenant risks Non-disturbance agreements with landlord and lender Subtenant remedies when tenant defaults on master lease Most important provisions of lease assignments   Speakers: Michael P. Williams is a partner in the Denver, Colorado office of SennViscianoCanges, P.C., where he has extensive experience in commercial leasing and tenant relations, acquisition and disposition of office, industrial, retail and multi-family properties, representing real estate professionals in disputes before their boards or in litigation, and advising homeowner associations.  He also assists lenders in pre-foreclosure workouts, foreclosures, loan modifications and servicing REO property needs.  He is a member of the banking law subcommittee of the ABA’s Business Law Section.  Mr. Williams received his B.A. from Colorado State University and his J.D. from the University of Denver College of Law.

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SALT Online: Understanding State & Local Taxes When Your Client Sells Online

$65.00

Anytime your client’s business sells good online, they may be required to calculate, collect and remint sales and use taxes for the buyer’s state. If the business sells nationally, they are potentially liable for collecting taxes in more than 7,000 taxing jurisdictions nationwide, even if they have no physical presence in those jurisdictions and markets.  As e-commerce become easier and more cost effective, the tax compliance part becomes far more difficult, especially have the U.S. Supreme Court’s recent seminal decision in South Dakota v. Wayfair.  This program will provide you a practical guide to your client’s sale and use tax compliance obligations when they sell goods on the Internet. New world of state and local sales taxes on the Internet after South Dakota v. Wayfair How physical presence is not required to trigger a state’s taxing jurisdiction Activities that subject a remote seller to a state’s taxing jurisdiction “Cookie laws,” the Cloud, and other digital bases for nexus Understanding the financial, civil and potentially criminal risks of non-compliance Best practices for state and local tax compliance in an uncertain environment   Speakers: 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.

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Ethics of Working with Witnesses

$65.00

Preparing witnesses – whether fact witnesses or experts – for deposition or trial or conferring with them during breaks in testimony fraught with ethical issues. Expert witnesses are paid for their time, not their testimony. Though they may be hired to support a client’s view of the facts, there are limits to how experts can be coached. There are also real limits to how attorneys can prompt fact witnesses, for instance to “not remember” unfavorable facts. There are also significant ethical issues involving how to handle inadvertently produced privileged documents and when testimony goes in an unexpected adverse direction. This program will provide you with a practical guide to the ethical issues and traps of working with witnesses. Paying witnesses for their time versus their testimony Prompting a witness to “not remember” unfavorable testimony Conferring with witnesses during deposition breaks and the limits of what you advise Dishonest witnesses – what are your obligations to the court and your client? How to handle the inadvertent production of privileged documents Drafting witness affidavits without interviewing the witness   Speaker: John M. Barkett is a partner in the Miami office of Shook, Hardy & Bacon, LLP, where his litigation practice encompasses contract disputes, employment, antitrust, trademark and environmental and toxic tort litigation.  He also has a substantial practice as an arbitrator, mediator, facilitator and allocator in a variety of substantive contexts.  He is former co-chair of the Environmental Litigation Committee of the ABA’s Section of Litigation.  Mr. Barkett serves as an adjunct professor at the University of Miami School of Law.  He received his B.A., summa cum laude, from Notre Dame University and his J.D. from Yale Law School.

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Arbitration Clauses in Business Agreements

$65.00

One of the biggest risks in most business, commercial, or real estate agreements is the risk of dispute and costly, protracted litigation. Arbitration agreements are one of the primary methods by which this substantial risk of loss is contained. Rather than the parties resorting to costly litigation, they are required to seek resolution of their dispute before a neutral arbiter, whose decision in the matter is final and cannot be litigated. Though these agreements are effective mechanisms for dispute resolution and cost containment, they are also highly controversial. This program will provide you with a practical guide the law governing arbitration agreements and drafting their major provisions. Framework of law governing arbitration agreements Practical uses in business, commercial, and real estate transactions Circumstances where arbitration is effective v. ineffective Counseling clients about the benefits, risks, and tradeoffs of arbitration agreements Scope of arbitration, mandatory nature, and rules used Defining applicable law, arbiter selection, and method of arbitration Judgment on award, review by courts (if any), interim relief   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.

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Drafting Wills & Trust Documents to Reduce Risks of Challenge

$65.00

A last will and testament is not always the final word of a testator. Wills frequently trigger long-suppressed family rivalries and resentments. With the testator no longer on the scene, children or other heirs are freed to express their resentments. These resentments often worsen when the will’s plan for allocating of money, valuable property or sentimental items is made known, leading to dispute and litigation. These disputes can be very time-consuming and costly resolve, sharply diminishing the value of an estate. This program will discuss grounds for will contests and practical steps lawyers and their clients can take to avoid challenge. Spotting red flags in will contests – disinheriting close family members, unequal treatment of children, unusual behavior of testator & more Sources of law in will contests – grounds for challenging wills Practical steps to avoid will contests – will ceremonies, videotaped testaments, witness selection, affidavits Use of In Terrorem provisions to prevent will contests Issues surrounding holographic wills and other informal wills   Speaker: Steven B. Malech is partner in the New York City office of Wiggin and Dana, LLP, where he is chair of the firm’s probate litigation practice group.  He is represents beneficiaries, fiduciaries and creditors in disputes involving alleged violations of the Prudent Investor Act and its predecessors, alleged breaches of fiduciary duty, disputed accountings, and will contests. He represents clients in cutting edge probate litigation matters involving trusts and estates with assets in the hundreds of millions of dollars. Mr. Malech received his B.A., with special honors, from the University of Texas and his J.D. from the Connecticut School of Law.

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Special Lease Issues for Medical/Dental Offices

$65.00

Leased Medical office space is now larger than industrial and nearly as large as retail leasing. These encompass primary medical and dental care practice, specialized surgical hospitals, long-term acute care facilities, community clinics, and health and wellness facilities.  All of these come with special leasing issues, including the creation and disposal of medical or hazardous waste, the installation of specialized equipment, additional regulatory compliance requirements associated with health care, and even patient privacy issues.  This program will provide you with a practical guide to special issues in drafting for medical and dental office space.  Types of medical properties and how leasing issues differ for each Medical offices in space not specifically designed for medical services Generation and disposal and medical and hazardous waste Accessibility issues and compliance with medical care regulations Landlord right of entry/patient privacy issues Installation of special medical/dental equipment and waiver of liens Special electricity needs and continuity of service Speakers:  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.

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Drafting Distribution Provisions in Trusts

$65.00

  Distribution provisions are the most essential provisions of trust instruments – and risk lurks everywhere.  If a trustee has unbounded discretion, he or she risks a “general power of appointment,” which would cause the trust’s assets to be taxable to the holder of the power of appointment.  But distribution standards – especially for “standard of living” or “emergencies” – are inherently susceptible to multiple interpretations and dispute, and potentially to litigation.  Ultimately, planning and drafting these provisions is an exercise in risk management and tradeoffs.  This program will provide you with a real world guide to planning and drafting distribution provisions in trust instruments, including the tradeoffs and risks. Risks of discretionary distributions – power of appointment, taxable inclusion, litigation Cost/benefit of heavily detailed v. general distribution provisions Ascertainable standards – health, education, maintenance, and support (HEMs) Drafting sole and absolute discretion, emergencies, best interests, and standard of living Role of fiduciary duties in making distribution decisions Tax considerations when making distributions   Speakers: Daniel L. Daniels is a partner in the Greenwich, Connecticut office of Wiggin and Dana, LLP, where his practice focuses on representing business owners, corporate executives and other wealthy individuals and their families.  A Fellow of the American College of Trust and Estate Counsel, he is listed in “The Best Lawyers in America,” and has been named by “Worth” magazine as one of the Top 100 Lawyers in the United States representing affluent individuals. Mr. Daniels is co-author of a monthly column in “Trusts and Estates” magazine.  Mr. Daniels received his A.B., summa cum laude, from Dartmouth College and received his J.D., with honors, from Harvard Law School.    

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"I Want Out!": Exit Rights in Business Agreements

$65.00

A client investment in an operating business, particularly a minority stake, is only as good as its liquidity.  If a client cannot readily sell his or her ownership stake at fair market value, it has little real value. The key to ensuring liquidity is contractually creating a private market for the ownership stake.  This market can come in the form of requiring other stakeholders, including the majority owner, to buy the minority stake at a mutually agreeable price, or creating other mechanisms for selling the stake to third parties. Without these contract rights, a stakeholder has no liquidity and is stuck. This program will provide you with a practical to planning and drafting contractual liquidity rights in closely held companies. Planning and drafting liquidity rights in closely held companies Counseling clients about the limitations and risks of liquidity in closely held companies Framework of alternatives for determining most appropriate liquidity rights “Texas standoff” or “Russian roulette” – opportunities, risks and tradeoffs Drafting “tag-along” and “drag-along” rights – practical uses and drawbacks How to think about valuing closely held ownership stakes   Speaker: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.  Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.

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Health Care Issues in Estate Planning

$65.00

Trust and estate planning for health care involves counseling clients about what are often the most difficult decisions in their life and drafting to implement those most sensitive decisions. There are issues of making life-and-death health care decisions many years in advance of when those decisions will be needed. There are equally delicate decisions about the appointment of trustees or conservators.Planning for long-term care – and how to fund that care – is often the biggest challenge for most clients.  If clients are not carefully counseled about their choices and their decisions not carefully reflected in trust and estate documents, their most important goals will be unfulfilled.  This program will provide you with a real world guide to the most important health care issues in trust and estate planning. Counseling clients about planning for health care decision-making Tension between health care providers & trustees – areas of competence, conflict, and cooperation Drafting advance health care directives & revocable trusts Defining objective health care “triggers” in documentation Key issues in appointing trustees, guardians & conservators Availability & financing of home health care & institutional care   Speakers: Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.  Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law. Michael Sneeringer an attorney in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA’s Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute.  Mr. Sneeringer received his B.A. from Washington & Jefferson College, his J.D., cum laude, St. Thomas University School of Law, and his LL.M. from the University of Miami School of Law.

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2020 Uniform Commercial Code Update

$65.00

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.

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  • 12/23/2021
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Ethics of Shared Law Offices, Working Remotely & Virtual Offices (5.17.19)

$65.00

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 potential ethics traps. These include issues of communications and confidentiality, supervising outsourced worked, multijurisdictional practice, and ethically managing all the technology used to practice law with this newfound flexibility.  This program will provide you with a practical guide to significant issues when lawyers and law firms share office space, work remotely, or establish “virtual” practices. Ethical issues when lawyers share office space or other resources but practice separately Disclosure to clients of virtual nature of law office 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.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School. 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.”  Mr. Drumm received his BSBA from the University of Missouri-Columbia and his J.D. from the University of Texas School of Law.

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  • 12/27/2022
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Asset Protection Techniques for Real Estate

$65.00

Appreciated real estate is often the most valuable asset held by a client.  Real estate as an asset class is also frequently subject to depletion through divorce, claims of creditors, tort claimants and others.  Ensuring that the real estate is properly held, preserved, and administered to protect its value is the key task of many trust and estate plans. This program will provide you with a real-world guide to accessible asset protection strategies for real estate, including the sophisticated use of limited liability entities, trusts and insurance products, key elements of drafting operating agreements and their traps,and use of forms of ownership and choice of law planning.  Economic issues to consider on acquisition, holding and administration of real estate Sophisticated use of LLCs and trusts to protect real estate Key provisions of LLC operating agreements and their traps in protecting real estate Forms of ownership and choice of law as asset protection Uses and traps of using real estate products Bankruptcy planning opportunities and limitations for distressed real estate projects Speaker: Jonathan E. Gopman is a partner with Akerman, LLP in Naples, Florida and chair of the firm’s trust and estate group. His practice focuses on sophisticated wealth accumulation and preservation planning strategies for entrepreneurs.  He is a Fellow of the American College of Tax Counsel and co-author of the revised version of the BNA Tax Management Portfolio “Estate Tax Payments and Liabilities.”  He is also a commentator on asset protection planning matters for Leimberg Information Services, Inc., a member of the legal advisory board of Commonwealth Trust Company in Wilmington, Delaware, and a member of the Society of Trust and Estate Practitioners. Mr. Gopman received his B.A. from the University of South Florida, his J.D. from Florida State University College of Law, and his LL.M. from the University of Miami.

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  • 12/23/2022
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Ethics in Negotiations – Boasts, Shading, and Impropriety (6.14.19)

$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.    

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  • 12/20/2022
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Ethics of Joint Representations: Keeping Secrets & Telling Tales

$65.00

Joint representation in litigation is fraught with potential conflicts of interest among the jointly represented parties.  There are substantial issues related to decision-making, information flows, confidentiality, and loyalty.  Any of these issues, if not carefully explained to clients and documented in written waivers, may lead to dramatically adverse results for clients – and expose the lawyer to ethics complaints and potential discipline.  This program will provide you with a practical guide to the substantial ethical issues in joint representations in litigation and how to navigate them. Forms of joint representations – separate representation on same matter v. joint representation on same matter Information flows under “keep secrets” and “no secrets” agreements Information flows in the absence of any agreement – what happens when there are no guardrails? Loyalty issues – managing inherent conflicts of interest and the use of advance waivers Voluntary and inadvertent creation of joint representations Attorney-client privilege ramifications in a later arising dispute among jointly represented clients   Speakers: Elizabeth Treubert Simon is an ethics attorney in the Washington, D.C. office of Akin Gump Strauss Hauer & Feld LLP, where she advises on a wide range of ethics and compliance-related matters to support Akin Gump’s offices worldwide.  Previously, she practiced law in Washington DC and New York, focusing on business and commercial litigation and providing counsel to clients regarding professional ethics and attorney disciplinary procedures.  She is a member of the New York State Bar Association Committee on Professional Discipline and the District of Columbia Legal Ethics Committee.  She writes and speaks extensively on attorney ethics issues.   She received her B.A. and M.S. from the University of Pennsylvania and her J.D. from Albany 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.

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  • 60
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  • 12/18/2022
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Letters of Intent in Real Estate Transactions

$65.00

Letters of intent in real estate transactions – buying/selling property and leasing – are essential in helping the parties frame areas of agreement, identify areas for further negotiation, and establish a timeline for completing the deal.These letters can also be cost-effective in determining whether the parties can reach agreement on major terms before definitive agreements are drafted. But there are substantial drawbacks. One party may use the letter to shop the transaction to third parties, using the offer as a stalking horse. In some instances, too, the letter itself may be so detailed that it becomes enforceable. This program will provide you with a practical guide to drafting letters of intent in commercial real estate acquisition and sales, and leasing transactions. Defining timeframes for negotiations/operative agreements & expiration of letter Core economic terms – purchase price and holdbacks, lease payments, escalator clauses Deposits – hard money v. soft money – and escrow instructions Identifying the property subject to acquisition or lease Other major terms – use, exclusivity, environmental issues, etc. Confidentiality and non-marketing provisions   Speaker: 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. 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.

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  • 60
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  • 12/17/2022
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Ethics & Artifcial Intelligence: What Lawyers Should Know

$65.00

The use of artificial intelligence is not some distant prospect.  Many of the tools lawyers use today – online research platforms that suggest other areas for research, software packages that help complete forms or propose or assemble language, and discovery tools that sort through documents – are driven by artificial intelligence. These and other AI engineered legal tools raise substantial ethical issues. Are they the unauthorized practice of law? Have lawyers researched their capabilities such that they are competent to use them? How must lawyers supervise their use by non-lawyer staff?  This program will provide you with a guide to ethics issues when using software and other technology tools based on AI in law practice. What duties do lawyers have to investigate and understand AI in the tools they use? Does AI constitute the unauthorized practice of law (UPL) in a state? Do software packages that draft language and assemble forms violate ethics rules? What supervisory and training obligations do lawyers have for non-lawyer staff using these tools? Are there ethics concerns of using AI in discovery? Must lawyers warn clients that they use AI?   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.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

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  • 60
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  • 12/13/2022
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Drafting LLC Operating Agreements, Part 2

$65.00

  LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability.  The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions.  Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements. Day 1 – December 11, 2019: Drafting the most important provisions of LLC operating agreements Planning for different types of capital contributions – capital v. services, current contributions v. future capital calls Management provisions depending on whether the LLC is member-managed v. manger-managed LLCs Fiduciary duties of members, modifications, and the “LLC opportunity doctrine” Restrictions on transfers of capital and profits interests Relationship between tax allocation and property distribution provisions, including IRC Section 704(b) accounting   Day 2 – December 12, 2019: Drafting allocation provisions for maximum tax benefit and to secure the safe harbor How “payments to member” (not distributions) are treated for financial v. tax purposes Drafting ordinary distributions, minimum tax distributions, waterfall distributions, liquidating distributions Rights of first refusal, rights of first offer, buy-sell provisions – understanding the alphabet soup of exit alternatives Liquidations of the entity and sale of an individual member’s interests   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.  

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  • 12/12/2022
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Drafting LLC Operating Agreements, Part 1

$65.00

LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability.  The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions.  Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements. Day 1 – December 11, 2019: Drafting the most important provisions of LLC operating agreements Planning for different types of capital contributions – capital v. services, current contributions v. future capital calls Management provisions depending on whether the LLC is member-managed v. manger-managed LLCs Fiduciary duties of members, modifications, and the “LLC opportunity doctrine” Restrictions on transfers of capital and profits interests Relationship between tax allocation and property distribution provisions, including IRC Section 704(b) accounting   Day 2 – December 12, 2019: Drafting allocation provisions for maximum tax benefit and to secure the safe harbor How “payments to member” (not distributions) are treated for financial v. tax purposes Drafting ordinary distributions, minimum tax distributions, waterfall distributions, liquidating distributions Rights of first refusal, rights of first offer, buy-sell provisions – understanding the alphabet soup of exit alternatives Liquidations of the entity and sale of an individual member’s interests   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.

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  • 12/11/2022
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Trust & Estate Planning for Client Privacy in a Public World

$65.00

Trust and estate clients frequently want nothing more than their privacy. They want their holdings and plans kept secret, even fromtheir heirs.  Ensuring privacy is a multifaceted process that relies, in various parts, on substantive law but also on pragmatic steps.Privacy also turns on whether the client wants to protect the nature and extent of certain classes of assets, controversial or high profile holdings (for example, antique firearms or valuable objects of art), or something closer to home like the details of their own end-of-life health care plans or even death.  This program will provide you with a detailed guide to privacy in trust and estate planning. Utilizing revocable trusts – preventing disclosure of assets on death, facilitating anonymous ownership & ensuring plan secrecy Silent trusts as a method to limit disclosure to beneficiaries Titling of special assets including art, watercraft, firearms, and certain real estate Anonymity in charitable gift planning Financial planning privacy – investor privacy, lottery winner privacy, banking disclosure Medical privacy planning – HIPAA, insurance applications Securing third-party confidentiality through non-disclosure agreements Privacy at death – obituaries, last medical records, funeral arrangements   Speaker: Jeff Chadwick is a partner in the Houston and The Woodlands, Texas offices of Winstead, P.C, where his practice focuses on sophisticated trust and estate planning for closely held business owners, business executives, and other high net worth individuals and families. He provides practical advice on wealth transfer planning, business formation and structuring, asset protection planning, planned charitable giving, trust modifications, pre- and post-marital planning, and the administration of trusts and estates. Before entering private practice, he served as a judicial clerk to Judge Henry E. Hudson of the U.S. District Court for the Eastern District of Virginia.  Mr. Chadwick earned his B.S., magna cum laude, from Baylor University and his J.D., summa cum laude, from the University of Richmond School of Law.

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  • 60
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  • 12/10/2022
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Ethics and Conflicts with Clients, Part 2

$65.00

  Despite best efforts, lawyers may develop ethical conflicts with their clients.  Sometimes these conflicts may initially seem like positive developments. The lawyer may seek to buy into a client’s business enterprise or participate in a transaction, be offered a gift by a client, or even develop a romantic relationship with a client.  But these and many others come with substantial ethical issues.  Sometimes these conflicts may be more immediately problematic, as when a lawyer leaves a law firm and wants to take his or her clients to the new firm, or when a client refuses to pay legal fees, or worse, as when the lawyer has a duty to disclose certain acts of his or her own malpractice.  This program will provide you with a real world guide to lawyer conflicts with their clients and how to avoid or resolve them. Day 1 – December 5, 2019: Ethical issues when lawyers develop conflicts with their clients Gifts – can lawyers accept from clients? Business – can lawyers go into business with a client? Departure – can lawyers take their clients to a firm? Former clients – what duties does a lawyer have? Day 2 – December 6, 2019: Dishonest clients – what must you do? Lawyers as witnesses – how do you handle the conflict and privilege issues? Clients with diminished capacity – from whom do you take instructions?  What are the other issues? Settlements – what if a client’s tactics are improper? Malpractice – do you have a duty to disclose?   Speakers: William Freivogel is the principal of Freivogel Ethics Consulting and is an independent consultant to law firms on ethics and risk management.  He was a trial lawyer for 22 years and has practiced in the areas of legal ethics and lawyer malpractice for more than 25 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com.  Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B.  

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  • 60
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  • 12/6/2022
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