Course1

LIVE REPLAY: Ethics and Client Money: Trust Funds, Expenses, Setoffs & More

$65.00

Whenever an attorney takes money from a client – for fees billed, to cover expenses, as a retainer, or held in trust – there are substantial ethical issues involved.  Many ethical complaints arise from accusations that an attorney mishandled funds. In billing and collecting fees and expenses, there are issues about whether the fees and expenses were explained in advance and are proper in relation to services provided.  If an attorney accepts credit cards from clients, there are significant issues related to disclosure, Truth-in-Lending laws, chargebacks, pass-through of merchant processing fees, and confidentiality.  In trust funds, there are issues of segregation of funds, accounting, and more. This program will provide you with a practical guide to the many ethical issues that arise when attorneys, clients, and money mix.   Traps in trust fund accounting and the risks of “set-offs” of disputed amounts Disclosure and documentation of trust accounting of client money Retainers – use, accounting, and regular communications Accepting credit card payments from clients –  pass-through processing fees, Truth-in-Lending, disclosure and confidentiality Confidentiality when a client has a dispute with his credit card company – ethical tension of client duties and contractual obligations Use of credit cards to fund a retainer and related trust fund accounting issues – trust funds v. operating funds   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/7/2021
    Presented
SEE MORE
Course1

Live Replay: Secured Transactions Practice: Security Agreements to Foreclosures, Part 1

$65.00

Secured transactions are the most common form of commercial transaction and help finance businesses of every size.  They are governed by the complex provisions of UCC Article 9. Getting every detail in financing statements, security agreements, and perfection of credits is essential. Agreements can be costly and time consuming to draft, and full of risk. Failure to comply with UCC Article 9 in drafting security agreements, perfecting a creditor’s interest, or foreclosing a lien can easily cause the value of the underlying transaction to be lost.  This program will provide you with a real-world guide UCC Article 9 practice.   Day 1: Lifecycle of UCC Article 9 secured transactions Drafting cost-effective and enforceable security agreements What to do when something about the debtor changes – e.g., name, location, ownership Accounts receivable, inventory, equipment, intellectual property Anti-assignment provisions regarding collateral Enhancing enforceability of security agreements and reduce risks in foreclosure   Day 2: Framework for the foreclosure of personal property under UCC Article 9 Foreclosing on equipment, inventory, intellectual property, and accounts receivable Duties of junior creditors to senior creditors on foreclosure Rights to proceeds of foreclosure sales and reducing foreclosure costs Rights of guarantors Debtor remedies in the event of a secured party default Cost-efficient alternatives to foreclosures and circumstances when these alternatives are available   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/10/2021
    Presented
SEE MORE
Course1

Live Replay: Secured Transactions Practice: Security Agreements to Foreclosures, Part 2

$65.00

Secured transactions are the most common form of commercial transaction and help finance businesses of every size.  They are governed by the complex provisions of UCC Article 9. Getting every detail in financing statements, security agreements, and perfection of credits is essential. Agreements can be costly and time consuming to draft, and full of risk. Failure to comply with UCC Article 9 in drafting security agreements, perfecting a creditor’s interest, or foreclosing a lien can easily cause the value of the underlying transaction to be lost.  This program will provide you with a real-world guide UCC Article 9 practice.   Day 1: Lifecycle of UCC Article 9 secured transactions Drafting cost-effective and enforceable security agreements What to do when something about the debtor changes – e.g., name, location, ownership Accounts receivable, inventory, equipment, intellectual property Anti-assignment provisions regarding collateral Enhancing enforceability of security agreements and reduce risks in foreclosure   Day 2: Framework for the foreclosure of personal property under UCC Article 9 Foreclosing on equipment, inventory, intellectual property, and accounts receivable Duties of junior creditors to senior creditors on foreclosure Rights to proceeds of foreclosure sales and reducing foreclosure costs Rights of guarantors Debtor remedies in the event of a secured party default Cost-efficient alternatives to foreclosures and circumstances when these alternatives are available   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/11/2021
    Presented
SEE MORE
Course1

Live Replay: 2021 Americans with Disabilities Act Update

$65.00

This program will provide you with a comprehensive update of important developments related to the Americans with Disabilities Act.  The program will cover case law, administrative, and practical developments related to reasonable accommodation of disabilities in the workplace.  The panel will also discuss developments related to permissible job qualification standards, determining essential job functions, and judging the workplace performance of employees subject to the ADA. This program will provide you with a wide-ranging and practical review of important ADA developments.     Review of recent case law and regulatory developments Essential functions and qualification standards Leave as a reasonable accommodation, including the EEOC’s guidance Undue hardship, including recent cases involving cost as an employer’s affirmative defense Developments related to reassignment to another job category Trends in the interactive process    Speaker: Blake Bertagna is an attorney in the Orange County, California office of Paul Hastings, LLP.  He defends employers in both the federal and state courts in complex employment litigation, including class action and multi-plaintiff employment discrimination lawsuits, wage and hour class and collective actions, and trade secrets and restrictive covenant matters, as well as individual cases for discrimination, harassment, retaliation, wrongful discharge, and other statutory, contract, and tort claims.  Mr. Bertagna earned his B.A., cum laude, from Brigham Young University and his J.D., magna cum laude, from Brigham Young University Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/12/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Ethical Issues When Representing the Elderly

$65.00

  Many ethical issues arise when lawyers represent elderly clients. Foremost among these issues is determining whether a client has the capacity to make valid decisions – and if not, then what? There are many conflict of interest issues, including whether direction is taken from the elderly person or another person (often an adult child) who is paying for the representation. There are also issues involving the exercise of undue influence by a caregiver or other person, including the validity of gifts to that person. Issues of preserving confidentiality and the attorney-client privilege when meetings are held in the presence of children or caregivers are also very important. This program will provide you with a practical guide to the most important ethical issues when lawyers represent elderly clients.   Determining whether your elderly client has capacity – and identifying your client Practical alternatives if you determine a client doesn’t have capacity Conflicts of interest between the elderly client and the person paying for the representation, including the validity of gifts Preserving confidentiality and the attorney-client privilege when a caregiver or third party is in client meetings Clients who lose capacity during a continuing representation Ethical issues involved with undue influence over the elderly – what should you do? Elder abuse issues – how to spot it and what to do if you discover it   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. 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.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/14/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Drafting Client Engagement Letters in Trust and Estate Planning

$65.00

Client engagement letters are the foundation of a successful representation in trust and estate planning, administration or fiduciary litigation.  It’s where expectations are set – about fees, timelines, and who you are representing. Difficult issues involving conflicts of interests and decision-making can also be framed and addressed. These letters clarify goals and substantially reduce the risk of later dispute.  This program will provide you a practical guide to using client engagement letters to provide the foundation of a successful relationship in trust and estate planning, administration and litigation. Most important elements of successful client engagement letter Spousal representations – joint representation or separate, and practical difficulties of each Representing multiple generations of a family – who is in charge?   Lawyer as fiduciary – what must you do if you’re the trustee How to handle extant or developing client incapacity Ongoing communication and billing issues Providing for withdrawal from an engagement – when and how   Speaker: 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/13/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Drafting Guarantees in Real Estate Transactions

$65.00

Guarantees undergird most real estate transactions.  Lenders, investors and others are often unwilling or unable to finance or otherwise support a real estate transaction without certain substantial guarantees.  These guarantees may concern repayment of loan proceeds or performance of other services – construction, maintenance and waste prevention, environmental indemnity, etc.  The scope of guarantees is highly negotiated, particularly whether the guarantee is recourse or non-recourse and the scope of carve-outs from the guarantees. This program will provide you with a practical guide to negotiating and drafting guarantees in real estate transactions.    Types of guarantees – payment, performance, collection, completion Essential elements of a guarantee – consideration, scope, carve-outs, waivers Guarantees for property maintenance/no waste, environmental indemnity and other non-financial concerns Carve-outs – full v. partial, fraud, misappropriation, misapplication, failure to maintain, insurance, and more Guarantees of construction loans   Speaker: John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP.  He has more than 40 years’ experience in real estate law practice.  He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute.  He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law.  He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont.  He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/17/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: The Ins-and-Out of Licensing Technology, Part 1

$65.00

Licenses are complex agreements governing the use of software, technology and other inventions.  Most companies depend on technology it licenses to create operate and create value.  But these complex instruments are also traps for the unwary, blending how and when the licensed technology can be used, in what territory, and by whom.  Licenses also incorporate sprawling indemnity and damages provisions. Carefully drafted, negotiated or reviewed, licenses can be the fount of great value. But their complexity is also fraught with traps.  This program will provide you with an intermediate-level guide to drafting and reviewing the most important provisions of licenses, including scope of use, property ownership and adaptation, royalties, warranties and indemnity, and remedies.   Day 1: Drafting and reviewing the most important provisions of client licenses Defining the scope of the license – usage, territory, time and updates Royalties – different structures and audits Warranties in licensing – implied and express Protecting the exchange of confidential information – employee issues and trade secrets   Day 2: Remedies on breach – financial liability and specific performance Indemnity – scope of obligation, exclusions, mechanics, remedies/triggers Limitation of liability – forms liability and failure of essential purpose Risk management – insurance, escrow, force majeure IP diligence – what to look for and red flags   Speaker: Matt McKinney is a partner in the Denver office of Koenig, Oelsner, Taylor, Schoenfeld & Gaddis P.C., where his practice focuses on structuring and negotiating complex commercial and technology transactions and representing companies in intellectual property and technology-related matters.  He is experienced with a wide range of contracts regarding the commercialization and protection of intellectual property including software, content, patent and trademark licenses, and software as a service (SaaS) agreements.  Mr. McKinney earned his B.A. from Grinnell College and his J.D., with distinction, from the University of Iowa College of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/18/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: The Ins-and-Out of Licensing Technology, Part 2

$65.00

Licenses are complex agreements governing the use of software, technology and other inventions.  Most companies depend on technology it licenses to create operate and create value.  But these complex instruments are also traps for the unwary, blending how and when the licensed technology can be used, in what territory, and by whom.  Licenses also incorporate sprawling indemnity and damages provisions. Carefully drafted, negotiated or reviewed, licenses can be the fount of great value. But their complexity is also fraught with traps.  This program will provide you with an intermediate-level guide to drafting and reviewing the most important provisions of licenses, including scope of use, property ownership and adaptation, royalties, warranties and indemnity, and remedies.   Day 1: Drafting and reviewing the most important provisions of client licenses Defining the scope of the license – usage, territory, time and updates Royalties – different structures and audits Warranties in licensing – implied and express Protecting the exchange of confidential information – employee issues and trade secrets   Day 2: Remedies on breach – financial liability and specific performance Indemnity – scope of obligation, exclusions, mechanics, remedies/triggers Limitation of liability – forms liability and failure of essential purpose Risk management – insurance, escrow, force majeure IP diligence – what to look for and red flags   Speaker: Matt McKinney is a partner in the Denver office of Koenig, Oelsner, Taylor, Schoenfeld & Gaddis P.C., where his practice focuses on structuring and negotiating complex commercial and technology transactions and representing companies in intellectual property and technology-related matters.  He is experienced with a wide range of contracts regarding the commercialization and protection of intellectual property including software, content, patent and trademark licenses, and software as a service (SaaS) agreements.  Mr. McKinney earned his B.A. from Grinnell College and his J.D., with distinction, from the University of Iowa College of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/19/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Equity & Diversity in Law Practice: Best Practices for Law Firms

$65.00

This program will provide you with a practical guide to diversity, inclusion, and equity in law firms and in clients. The program will discuss the value of diversity and inclusion, including how it fosters collegiality, greater client value, and organizational and personal growth.  The panel will look at real world case studies of what types of diversity training work and help law firms – and also review those types of training that do not work. The program cover best practices not only for law firms but also for advising clients on developing diversity, inclusion, and equity training and practices.   Types of diversity – internal, external, organizational, and world-view Racial and ethnic, generational and age, gender, socio-economic diversity Training to raise awareness of unconscious bias v. promoting allyship and inclusivity What types of diversity training work – and what types do not work? Best practices in helping law firms and their clients grow in diversity, inclusion and equity   Speakers: Michele Lomax is an attorney and consultant with extensive expertise in contract negotiation and diversity and inclusion. For more than ten years, she held legal and management roles for one of the nation’s premier consulting firms specializing in minority business economic development, supplier diversity, and diversity and inclusion. She has helped numerous Fortune 500 clients with their focus on compliance with diversity directives. In private practice, she has held leadership roles in acquisitions, corporate structuring, and management, negotiation and structuring of strategic partnerships, and project development. Ms. Lomax earned her B.A. from the University of Washington and her J.D. from the University of Chicago Law School. 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/20/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Equity & Diversity in Law Practice: Best Practices for Law Firms

$65.00

This program will provide you with a practical guide to diversity, inclusion, and equity in law firms and in clients. The program will discuss the value of diversity and inclusion, including how it fosters collegiality, greater client value, and organizational and personal growth.  The panel will look at real world case studies of what types of diversity training work and help law firms – and also review those types of training that do not work. The program cover best practices not only for law firms but also for advising clients on developing diversity, inclusion, and equity training and practices.   Types of diversity – internal, external, organizational, and world-view Racial and ethnic, generational and age, gender, socio-economic diversity Training to raise awareness of unconscious bias v. promoting allyship and inclusivity What types of diversity training work – and what types do not work? Best practices in helping law firms and their clients grow in diversity, inclusion and equity   Speakers: Michele Lomax is an attorney and consultant with extensive expertise in contract negotiation and diversity and inclusion. For more than ten years, she held legal and management roles for one of the nation’s premier consulting firms specializing in minority business economic development, supplier diversity, and diversity and inclusion. She has helped numerous Fortune 500 clients with their focus on compliance with diversity directives. In private practice, she has held leadership roles in acquisitions, corporate structuring, and management, negotiation and structuring of strategic partnerships, and project development. Ms. Lomax earned her B.A. from the University of Washington and her J.D. from the University of Chicago Law School. 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/22/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Lawyer Ethics When Working with Paralegals

$65.00

Paralegals are often essential for lawyers to successfully practice law.  Paralegals conduct basic legal research, help review and prepare documents, and sometimes screen clients.  Still, they are not lawyers and not directly subject to the ethics rules applicable to lawyers. But the lawyers who supervise their work are responsible for their actions and liable for any improper conduct.  Lawyers are responsible for ensuring that their paralegals’ work conforms to ethics rules. If a paralegal’s actions breach client confidentiality, compromise the attorney-client privilege, or are otherwise improper, the supervising lawyer is ethically responsible for that misconduct.  This program will provide you with a practical guide to how ethics rules make supervising lawyers responsible for the actions of their paralegals.   Conflicts of interest and the attribution of paralegal knowledge about client matters Determining when paralegal research and document preparation becomes the unauthorized practice of law How paralegals must be instructed about client confidentiality – and lawyer consequences on breach Attorney-client privilege implications when clients communicate with paralegals – and risk of inadvertent disclosure Issues when paralegals participate in discovery Fee sharing with paralegals   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/21/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Trust and Estate Planning Issues in Divorce

$65.00

Martial separation and divorce are times fraught with emotion, but also fraught with financial decisions that have a major estate, trust and tax implications.  Transfers pursuant to divorce are generally tax-deferred.  But there are many complications, including the transfer of property over time or where the value may not be known, the assumption of debts, the treatment of income held in trust, and also complex issues of beneficiary designations in retirement plans and insurance contracts. If not properly planned, these transfers can have substantially adverse and often unanticipated consequences.  Thus program will cover major issues in trust and estate planning for divorce.   Treatment of income from and property held in trust on divorce Traps surrounding beneficiary designations on retirement benefits and insurance contracts Opportunities for post-nuptial agreements to resolve lingering disputes Issues related to the sale or transfer of personal residences Income tax issues when property and debt are separated in divorce Health care issues for children, including insurance for the divorcing spouse Educational expenses for children over time   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/24/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Exit Strategies: Selling Companies to Employees, Part 1

$65.00

  Many closely held companies have only two potential sets of buyers – family members of the founding generation or managers and other employees of the enterprise. The market of third-party buyers for closely held companies can be very thin, so that when family members are not suitable buyers of a company, often the best solution is to sell to employees. But sales to employees are unlike sales to third-parties or family members, involving complex issues of how to finance the sale, transition management and control of the enterprise, retain key employees, and tax treatment. This program will provide you with a detailed discussion of the major issues of selling to employees, including valuation, how the sale price is financed, transition periods, retaining employees not in the buyout group, and tax treatment.   Day 1 : Long-range planning of sales to employees – and benefits over selling to third parties or family members Negotiating with employees over sales price and valuation issues Transitions of management control, including retaining seller/founder for a period of time Practical governance issues when employees are identified as potential buyers   Day 2 : Overview of alternative structures and the tradeoffs of each ESOPs – structural, practical and tax issues, including leveraged buyout options Use of company redemptions of founders to accomplish a transfer Crucial issues in drafting “earnouts” on sales to employees Seller financing options, including long-term notes and security interest in assets   Speaker: 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.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/25/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Exit Strategies: Selling Companies to Employees, Part 2

$65.00

Many closely held companies have only two potential sets of buyers – family members of the founding generation or managers and other employees of the enterprise. The market of third-party buyers for closely held companies can be very thin, so that when family members are not suitable buyers of a company, often the best solution is to sell to employees. But sales to employees are unlike sales to third-parties or family members, involving complex issues of how to finance the sale, transition management and control of the enterprise, retain key employees, and tax treatment. This program will provide you with a detailed discussion of the major issues of selling to employees, including valuation, how the sale price is financed, transition periods, retaining employees not in the buyout group, and tax treatment.   Day 1: Long-range planning of sales to employees – and benefits over selling to third parties or family members Negotiating with employees over sales price and valuation issues Transitions of management control, including retaining seller/founder for a period of time Practical governance issues when employees are identified as potential buyers   Day 2: Overview of alternative structures and the tradeoffs of each ESOPs – structural, practical and tax issues, including leveraged buyout options Use of company redemptions of founders to accomplish a transfer Crucial issues in drafting “earnouts” on sales to employees Seller financing options, including long-term notes and security interest in assets   Speaker: 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/26/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: 2021 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 ethics in co-counsel and referral relationships. The panel will also discuss highly sensitive issues when lawyers learn that their clients are engaged in misconduct – what do you do and when?This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics of co-counsel relationships: Are you your brother’s keeper? Ethics and client misconduct: What to do? Developments in conflicts of interest, part 1   Day 2 : Technology and law practice: annual potpourri update Developments in confidentiality and the attorney-client privilege Developments 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/27/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: 2021 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 ethics in co-counsel and referral relationships. The panel will also discuss highly sensitive issues when lawyers learn that their clients are engaged in misconduct – what do you do and when?This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics of co-counsel relationships: Are you your brother’s keeper? Ethics and client misconduct: What to do? Developments in conflicts of interest, part 1   Day 2 : Technology and law practice: annual potpourri update Developments in confidentiality and the attorney-client privilege Developments 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/24/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: 2021 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 ethics in co-counsel and referral relationships. The panel will also discuss highly sensitive issues when lawyers learn that their clients are engaged in misconduct – what do you do and when?This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics of co-counsel relationships: Are you your brother’s keeper? Ethics and client misconduct: What to do? Developments in conflicts of interest, part 1   Day 2: Technology and law practice: annual potpourri update Developments in confidentiality and the attorney-client privilege Developments 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/28/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: 2021 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 ethics in co-counsel and referral relationships. The panel will also discuss highly sensitive issues when lawyers learn that their clients are engaged in misconduct – what do you do and when?This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics of co-counsel relationships: Are you your brother’s keeper? Ethics and client misconduct: What to do? Developments in conflicts of interest, part 1   Day 2: Technology and law practice: annual potpourri update Developments in confidentiality and the attorney-client privilege Developments 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/25/2021
    Presented
SEE MORE
Course1

Live Replay: Parking: Special Issues in Commercial Leases

$65.00

The right of tenants – and their employees and customers – to park can be one of the most important elements of office and retail leases.  Physical space is often sparse and expensive, making parking spots even more dear. Tenants want absolute rights to parking and to ensure attendant services – e.g., snow removal, maintenance, etc. – while landlords want maximum flexibility, including the right to reclaim spots.  This program will provide you with a practical guide to spotting parking issues in commercial leases, and negotiating effective rights for your clients.  Demised spaces v. rights to park Types of rights to park – general rights v. exclusive rights Issues for lots v. parking garages Duties to patrol employee use of parking spots Economic issues for landlords and tenants, including CAM Parking as zoning issue – ratio of office/retail space to parking spots Reclamation of parking spots by landlord for later development   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/1/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Lawyer Ethics and Texting

$65.00

Text messaging has become a mainstream form of communication.  Clients now routinely text their lawyers about pending matters.  They may ask about the status of a case, provide facts about a case, communicate decisions to a lawyer, or message other sensitive information.  These messages are often to a lawyer’s mobile phone that is used extensively for personal purposes, unsecured in their transmissions, and easily accessible by third parties. This new wave of lawyer-client communication raises many difficult ethical questions, including preservation of the attorney-client privilege.   This program will provide you with a guide to the major ethics issues when lawyers and their clients text message about pending matters.   Confidentiality issues involving unsecured transmission of texts involving sensitive case issues How to handle mobile phones used for both personal purposes and law practice Potential loss of the attorney-client privilege when text messages are accessible by third parties Tension among the duties of competence, prudence and to communicate with clients Understanding the ethical risks and counseling clients about the risks to their case when texting   Speaker: Thomas E. Spahn is 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/2/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Trust and Estate Planning for Pets

$65.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/3/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Drafting Employment Agreements for Commission-based Employees

$65.00

Every organization depends on generating sales, often sales made by sales agents.  Drafting agreements for sales people is complex and unlike other employment agreements. The primary task is defining a workable sales commission and incentive structure that is durable while the sales agent works for your client and that limits legal liability and practical damage after the sales agent separates from employment.  There are also complex issues of post-employment payments, internal reporting and support, and preserving the confidentiality of proprietary employer information such as client/customer lists, pricing schedules, vendor information and more after the sales agent has departed – perhaps to a competitor. This program will provide you with a practical guide to drafting sales agents’ agreements for business clients.   Commission and incentive structures – and common traps after an agent departs Differences between employee v. independent contractor sales staff Common traps employers make in including unlawful terms Wage and hour issues in commission and incentive compensation agreements Protecting client and price lists, vendor information & other sensitive information when a sales agent leaves Scope of protectable interests and practical steps required to enforce confidentiality   Speaker: Jennifer S. Baldocchi is a partner in the Los Angeles office of Paul Hastings, LLP, and co-chair of the firm’s employment department. She has a broad-based employment practice, with a focus on intellectual property, including employee mobility, trade secrets, covenants not to compete, unfair competition, and related business tort claims. Her practice also involves advising and defending employers in complex employment claims such as wrongful discharge, discrimination, retaliation, and harassment. She also counsels clients in wage and hour issues and investigations.  Ms. Baldocchi earned her B.A., with honors, from the University of California, Berkeley, and her J.D. from Loyola Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/4/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Ethics and Client Money: Trust Funds, Expenses, Setoffs & More

$65.00

Whenever an attorney takes money from a client – for fees billed, to cover expenses, as a retainer, or held in trust – there are substantial ethical issues involved.  Many ethical complaints arise from accusations that an attorney mishandled funds. In billing and collecting fees and expenses, there are issues about whether the fees and expenses were explained in advance and are proper in relation to services provided.  If an attorney accepts credit cards from clients, there are significant issues related to disclosure, Truth-in-Lending laws, chargebacks, pass-through of merchant processing fees, and confidentiality.  In trust funds, there are issues of segregation of funds, accounting, and more. This program will provide you with a practical guide to the many ethical issues that arise when attorneys, clients, and money mix.   Traps in trust fund accounting and the risks of “set-offs” of disputed amounts Disclosure and documentation of trust accounting of client money Retainers – use, accounting, and regular communications Accepting credit card payments from clients –  pass-through processing fees, Truth-in-Lending, disclosure and confidentiality Confidentiality when a client has a dispute with his credit card company – ethical tension of client duties and contractual obligations Use of credit cards to fund a retainer and related trust fund accounting issues – trust funds v. operating funds   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/7/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Due Diligence in Real Estate: How to Conduct and Use

$65.00

  This program will provide you with a real world guide to due diligence in real estate transactions – what information you need, where to get it, and the timeframes involved – depending on the type of transaction involved.  The relationship between the duration and depth of due diligence and the state of the market – how “hot” markets involve more risk because sellers or othersare reluctant to give lengthy diligence periods – will be discussed.  The program will also discuss using information obtained in diligence to draft specific reps and warranties. This program will provide you with a real-world guide to planning due diligence in real estate transaction – essential information to obtain depending on the transaction involved and how to tie that information the transaction’s reps and warranties.   Relationship between diligence and market conditions – willingness of sellers to cooperate or not Using diligence to draft specific reps and warranties Service contracts, condominium HOAs, and other contracts Review of leases, rent rolls, and financial statements Title work – liens and other encumbrances Zoning, regulatory and tax issues Notices of new or special tax assessments   Speaker: 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.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/8/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: "Boilplate" Provisions in Contracts: Overlooked Traps in Every Agreement

$65.00

The “back of the book” provisions of common business, commercial and real estate agreements are often labeled “boilerplate,” copied and pasted from earlier agreements. But when disputes arise, these overlooked provisions – related to damages, choice of law and forum, notice, integration, and amendments – can determine the fate transaction. These provisions, if not closely examined in the context of every agreement, can provide grounds for litigation – or threats of litigation. This program will provide you with a practical guide to drafting essential “boilerplate” provisions with an emphasis on reducing risk. Damages – types, limitations, drafting traps Choice of law/choice of forum – what the law allows v. what parties prefer Amendments – forms of written amendments, email, and course of dealing Notice – adapting methods to digital communication, traps Integration – conversations, extraneous writings, and assumptions Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/9/2021
    Presented
SEE MORE
Course1

Live Replay: Lawyer Ethics and Investigations for and of Clients

$65.00

Investigations by lawyers are an essential element of most litigation.  Lawyers investigate the parties and the facts underlying the case through the use of third-party investigators, online searches, obtaining public records, seeking the production of electronic communications, including text messages, and much more.  Also, lawyers sometimes need to investigate their own clients – to assure themselves of the veracity of certain representations or when the lawyer suspects the client may be actively misleading the lawyer.  These investigations are not without risk. Ethics rules limit what lawyers can do and say, and how the work product of these investigations may be used.  This program will provide you with a practical guide to ethical issues when lawyers conduct investigations.   Duty of an attorney to investigate a case before filing a lawsuit “Pre-texting” – the ethics of deception  in investigations Ethical issues when a lawyer investigates a client – and when it is ethically required Conflicts of interest in investigations Ethical issues in social media and online searches – and obtaining text messages Use of third-party investigators Limitations on investigating members of a jury or jury pool When investigations go awry – discipline, sanctions, exclusion of evidence obtained   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/10/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: How to Fix a Broken Trust: Decanting, Reformation & Other Tools

$65.00

Not every irrevocable trust ends up serving its intended purpose or is financially viable.  Many unforeseen events can and do occur – tax laws change, family circumstance change – sometimes dramatically, or there can be d a deep downturn in a family business.  In these and many other circumstances trusts are broken and need to be “fixed” – fiduciary powers adjusted, distributions policies modified, trusts divided or merged, or even terminated.  The process of accomplishing these fixes are necessarily limited and come with risks, including tax liability and potentially liability to future beneficiaries. This program will provide you with a practical guide to techniques for fixing broken irrevocable trusts.   Trust reformation by agreement of all stakeholder or by court order Principal and income adjustment powers under the UPIA Techniques for converting a trust from one type to another Use of “decanting” to terminate trusts and distribute assets when the trust is not viable Framework of tax considerations when trusts are restructured or terminated   Speaker: Benjamin S. Candland is a partner in the Richmond, Virginia office of McGuireWoods, LLP, where his practice focuses on estate planning, administration, estate and gift taxation, and litigation. He provides individual clients with advice on various estate planning matters involving estate, gift, and generation-skipping transfer taxes. He is a member of the ABA Real Property and Probate Section and the Virginia Bar Association Trusts and Estate Section. Mr. Candland received his B.A. from Brigham Young University and his J.D. from the College of William and Mary School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/11/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: The Ethics of Supervising Other Lawyers

$65.00

Lawyers are not only responsible for their own ethical conduct and decision making but also for the ethical practice of lawyers they supervise.  Whether it’s a partner supervising the work of an associate or the lead lawyer on a case supervising a group of partners and associates, the supervising lawyer has responsibilities to ensure that the lawyers he or she is supervising are ethically compliant. When subordinate lawyers violate ethics rules, supervising lawyers are potentially liable for that misconduct. This program will provide you with a guide to ethical issues when lawyers supervise other lawyers and non-lawyer support staff.   Standards for ensuring compliance by subordinate attorneys and potential liability when they act improperly Lawyer supervision of paralegals and other non-lawyer staff Responsibilities of subordinate lawyers who rely on judgment of supervising lawyers Special issues involved in billing the work of subordinate and co-counsel attorneys, and paralegals In-house counsel of outside counsel   Speaker: Matthew Corbin is Senior Vice President and Executive Director in the Professional Services Group of AON Risk Services, where he consults with the company’s law firm clients on professional responsibility and liability issues.  Before joining AON, he was a partner with Lathrop & Gage, LLP, where he was a trial and appellate lawyer handling professional liability, commercial, business tort, employment, construction, insurance, and regulatory matters. Before entering private practice, he served as a judicial clerk to Judge Mary Briscoe of the U.S. Court of Appeals for the Tenth Circuit.  Mr. Corbin earned his B.A. from the University of Kansas and his J.D. from the University of Kansas School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/14/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Planning with S Corps, Part 1

$65.00

Despite the prevalence of LLCs, S Corps remain a preferred choice of entity for many family-controlled and other closely-held businesses.  They retain certain tax advantages over other pass-through entities and their corporate structure makes them familiar to investors, their legal counselors, and lenders. Still, S Corps are “fragile” entities in the sense that the tradeoff for their tax and other benefits is that they must adhere to a several capital structure restrictions, which limit their flexibility.  Drafting S Corp stockholders’ agreements is a careful balance of maximizing tax benefits, preventing the loss of the preferred tax status through inadvertently disqualifying corporate actions, and maximizing organizational flexibility in other areas. This program will provide you with a real world guide to business planning with S Corps and drafting their underlying stockholder agreements. Day 1: Business planning with S Corps and drafting S stockholders’ agreements Counseling clients on choice of entity considerations of S Corps v. LLCs/partnerships Capital structure issues – restrictions on types of debt and equity Who qualifies as an eligible  S Corp stockholder Transferability of interests and restrictions to preserve S Corp status   Day 2: Understanding tax benefits (and traps) of S Corps Distribution planning in S Corps – tax advantages/disadvantages of withdrawing money as salary or distributions Incentive compensation issues, including fringe benefits and restrictions on deductibility Planning for the merger or sale of an S Corp into another S Corp, LLC or C Corp   Speakers: 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. James DePaoli is an attorney in the Washington, D.C. office of Venable, LLP, where his practice focuses on corporate and commercial matters. He represents clients in the acquisition and disposition of assets and securities, mergers, and other business combinations and reorganizations. Mr. Paoli earned his B.S/B.A., magna cum laude, from Georgetown University and his J.D. from Duke University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/15/2021
    Presented
SEE MORE