Course1

Service Level Agreements in Technology Contracting

$65.00

In a world where every client depends on IT functions – web site hosting, e-commerce, telecom, storing files remotely in the Cloud, or on locally leased servers, e-mail and much more – and when most of these functions are outsourced or provided by vendors, Service Level Agreements (SLAs) are of paramount importance. SLAs set benchmarks for these services – what uptime is expected and for how long, what happens when something goes down, how is service measured and reported?  The operation of every business and every law firm rests on the answer to these questions. This program will provide you a practical guide to reviewing, drafting and negotiating SLAs for client IT functions.    Purpose of SLAs – ensuring clients get benefit of bargain, incentivizing providers Types of services – locally installed v. the Cloud Service availability – uptime, guarantees, exclusions Service performance – minimum v. expected service, resolution time v. resolution goals Special considerations when drafting for the Cloud Common failures, damages, and remedies   Speaker: Peter J. Kinsella is a partner in the Denver office of Perkins Coie, LLP, where he has an extensive technology law practice focusing on advising start-up, emerging and large companies on technology-related commercial and intellectual property transaction matters.  Prior to joining his firm, he worked for ten years in various legal capacities with Qwest Communications International, Inc. and Honeywell, Inc.  Mr. Kinsella has extensive experience structuring and negotiating data sharing agreements, complex procurement agreements, product distribution agreements, OEM agreements, marketing and advertising agreements, corporate sponsorship agreements, and various types of patent, trademark and copyright licenses.  Mr. Kinsella received his B.S. from North Dakota State University and his J.D. from the University of Minnesota Law School.

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  • 60
    Minutes
  • 3/1/2024
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Course1

Governance for Nonprofit and Exempt Organizations

$65.00

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

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  • 60
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  • 3/3/2024
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Course1

Indemnification & Hold Harmless Agreements in Real Estate Transactions

$65.00

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

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  • 60
    Minutes
  • 3/8/2024
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Defined Value Clauses: Drafting & Avoiding Red Flags

$65.00

Formula and defined value clauses are used in estate planning to attempt to “fix” the value of property transferred in a lifetime gift, testamentary transfer, or sale.  These clauses are also frequently used in marital deduction and credit shelter trusts, and GST allocations.  Carefully drafted formula clauses can withstand IRS scrutiny and optimize tax outcomes for a client’s estate. But the IRS is aggressive in challenging formula clauses as not reflecting economic reality and understating the value of the property transferred. This program will provide you with an in-depth discussion of the uses of formula clauses, regulatory and case law developments, and practical guidance in drafting clauses to avoid red flags and withstand IRS scrutiny.   Types of clauses – formula allocation by subsequent agreement, final value for gift taxes, or price adjustment Use in marital deduction and credit shelter trusts, and GST Tax allocations Spotting red flags that may trigger IRS scrutiny Case law and regulatory developments Special considerations in “de-coupled” states   Speakers: Michael Sneeringer a partner in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA’s Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute.  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. 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.

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  • 60
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  • 3/9/2024
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2022 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 Developments in job qualification standards Reasonable accommodation trends, including EEOC’s guidance Developments related to reassignment to another job category Trends in the interactive process    Speaker: Jeanne Goldberg is a Senior Attorney Advisor in the Office of Legal Counsel at the U.S. Equal Employment Opportunity Commission headquarters in Washington, D.C. She advises the Commission on the interpretation of Americans with Disabilities Act and the Genetic Information Nondiscrimination Act, among other federal statutes.  Prior to joining the EEOC, Ms. Goldberg was in private law practice specializing in civil rights litigation and argued EEO cases before the U.S. Courts of Appeals for the Fourth and D.C. Circuits.  She has also served as an adjunct law professor at the College and Mary.  Ms. Goldberg earned her B.A. from Northwestern University and her J.D. from George Washington University. 

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  • 60
    Minutes
  • 3/15/2024
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Special Issues in Small Trusts

$65.00

  There are many more small trusts than large trusts and they pose special challenges for trust planners and administrators.  The fees paid to trustees and to investment professionals, together with ongoing reporting and fiduciary income tax compliance costs, can consume a substantial portion of the trust’s liquid assets or income.  There are also the challenges in the types of assets commonly held by small trusts. In other instances, trusts may cease to be practically and financially viable, and may need to be restructured or even terminated. This program will provide you with a practical guide to drafting, structuring and administering small trusts – and what to do when they cease to be viable entities.    Economics of small trusts – trustee compensation, reimbursement of expenses, investment fees Challenges of trust management of operating businesses and real estate Restructuring or terminating trusts that are no longer economically viable Custodial accounts and other alternatives to small trusts Choosing a trustee for a small trust versus a larger trust   Speakers: John T. Midgett is a founder of Midgett & Preti PC in Virginia Beach, Virginia, where his practice focuses on estate planning, administration and taxation, elder law, and family business planning.  He is a Fellow of the American College of Trust and Estate Counsel, a member of the National Academy of Elder Law Attorneys, and the Duke University Estate Planning Council.  He has lectured widely on topics relating to estate planning, taxation, probate, elder law, and family businesses. Mr. Midgett received his B.A. from the University of Virginia and his J.D. from the University of Richmond. 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.    

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  • 60
    Minutes
  • 3/17/2024
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The Law of Consignments: How Selling Goods for Others Works

$65.00

In a consignment, the consignor, ships or transfers control of goods to a seller, the consignee, who agrees to market the property to buyers and pay over some portion of the sales proceeds to the consignor. The arrangement involves an intricate set of rights and obligations among the parties. There are also substantial and often overlooked risks, including that the consignee’s creditors may seek to claim a security interest in the consigned property.  If these risks are not properly understood and remedies not carefully considered, the consignor is at risk of loss. This program will provide you to the law of consignments, UCC Article 9 issues and risks, and provide practical tips for drafting consignment agreements.   Structure of common consignment transactions Parties, rights and obligations – consignor as creditor, consignee as debtor, creditors Risks of loss to consignor and how it can protect itself against consignee’s creditors Consignor remedies for consignee breach Law of consignments and relationship to secured finance Circumstances when UCC Article 9 does not apply to consignments   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

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  • 60
    Minutes
  • 3/22/2024
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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   Speaker: Michael P. Williams is a partner in the Denver, Colorado office of Senn Visciano Canges, 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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  • 60
    Minutes
  • 3/29/2024
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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   Speaker: Michael P. Williams is a partner in the Denver, Colorado office of Senn Visciano Canges, 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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  • 60
    Minutes
  • 3/30/2024
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Lawyer Ethics in Real Estate Practice

$65.00

  The real estate industry is fiercely competitive as developers and contractors, investors and lenders, brokers and others – often with the aid of legal counsel seek advantage. This can easily present real estate lawyers with ethical dilemmas. Conflicts of interest are rife. There are issues of communicating and negotiating with unrepresented parties. There are also issues of taking an equity stake in a real estate venture in lieu of fees.  Sometimes, too, there is the discovery that a client is engaged in wrongdoing. These and many other ethical issues arise in real estate practice.  This program will provide you with a real-world guide to common ethics issues in real estate practice. Joint representations of a business entity and its owners in a real estate transaction Representation of a client with adverse interests in unrelated transactions Exchange of legal services for transaction equity Communications with unrepresented parties – and with represented parties Inadvertent disclosure of confidential Transaction terms Special issues when client wrongdoing is discovered   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. 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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  • 4/5/2024
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Charitable Giving Planning in Trusts and Estates, Part 1

$65.00

Charitable giving can be a major portion of clients’ trust estate planning and introduce substantial complexity. Charitable giving may be motivated less by a desire for tax savings and more by a desire to have an impact on a specific charity or a community.  Clients may also want to retain some measure of control during their lifetimes over the property they are donating and retain income from the property. Though there is a vast array of vehicles and planning techniques to achieve these goals, working through the alternatives is daunting.  This program will provide you with a practical guide to the range of charitable giving vehicles, planning techniques to achieve client goals, tax and non-tax tradeoffs, and integrating charitable giving with overall estate plans. Day 1: Charitable giving vehicles and techniques & advantages and disadvantages of each Integrating charitable giving into overall estate plans Use of Charitable Remainder Trusts and Charitable Lead Trusts to achieve client goals Donating life insurance policies and proceeds and related trust issues How to restructure restricted charitable gifts Tax pitfalls of charitable giving Post-mortem charitable giving techniques Day 2: Advantages and disadvantages of using private foundations, supporting organizations, and donor-advised funds Structuring funds to provide maximum flexibility to the endowment and satisfy donor demands for control Donating illiquid and difficult-to-value assets to charity – real estate, interests in closely held businesses, works of art Review of faith-based giving initiatives and related legal issues   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. 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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  • 60
    Minutes
  • 4/7/2024
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Fundamentals 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.

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  • 60
    Minutes
  • 4/12/2024
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Fundamentals 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.

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  • 60
    Minutes
  • 4/13/2024
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Escrow Agreements in Real Estate Transactions

$65.00

Escrow agreements are essential documents in every significant real estate transaction. They are mechanisms for allocating risk among the parties to the transaction.  Escrow agents are charged with determining whether certain contractual conditions are satisfied, thereby triggering the disbursement of money or property. Escrow arrangements mitigate the risk of non-performance by one of the parties.  But escrow agreements are fraught with potential conflicts and traps that may give rise to delays in finally closing a transaction. This program will provide you with a practical guide to drafting effective escrow agreements, risk allocation, conflict avoidance and working with escrow agents. Essential terms – property held, conditions for release/disbursement, fees Defining an agent’s duties, authority, and liability Practical problems with escrow arrangements – holding all the documents, breaking escrow, death of party Issues in construction contracts, development transactions, and property sales Letter of credit, tax and bankruptcy issues to consider   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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  • 60
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  • 4/19/2024
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"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.    

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  • 60
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  • 4/20/2024
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Equipment Leases: Drafting & UCC Article 2A Issues

$65.00

Many companies lease rather than buy computers and servers, company cars and other capital equipment.  These leases are government by UCC Article 2A, an intricate set of provisions governing their validity, treatment, and enforcement.  If the lease is not properly drafted to comply with the UCC, it risks being re-characterized as a sale or a security interest, which give rise to substantially adverse financial and tax consequences. This program will also provide you with a practical guide to reviewing equipment leases, including spotting red flags and avoiding recharacterization.   Types of equipment leases – “true” leases, synthetic leases, “lease to own” arrangements, and more Spotting red flags of financeable leases – and how to ensure UCC 2A compliance Rights and obligations of the parties – manufacturer, lessor and lessee – and remedies for breach Circumstances leading to re-characterization of a “true lease” as a sale or financing Adverse financial, tax and practical ramifications of lease re-characterization Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

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  • 60
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  • 4/21/2024
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Drafting Ground Leases, Part 1

$65.00

Ground leases are sophisticated contracts combining the elements of buy/sell agreements, commercial leases, and a sophisticated financing.  A landowner enters a long-term lease with a developer who constructs a building or other improvements on the land. The developer generally finances the building, occupying it or leasing it out to other tenants, paying the landowner rent on the underlying ground over a long period of time.  There are many benefits of ground leases for the landowner and the tenant. But they are very complex agreements involving sophisticated economic calculations and require very careful review. This program will provide you with a practical guide to how ground leases work, and negotiating and drafting them.   Day 1: Overview of important provisions of ground leases  Underlying economics of ground leases Permitted use and change of use Methodologies for setting and adjusting rent to reflect risk and value over time Day 2: Major financing issues, including subordination Construction and development issues  Special condemnation and casualty considerations   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.   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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  • 60
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  • 4/26/2024
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Drafting Ground Leases, Part 2

$65.00

Ground leases are sophisticated contracts combining the elements of buy/sell agreements, commercial leases, and a sophisticated financing.  A landowner enters a long-term lease with a developer who constructs a building or other improvements on the land. The developer generally finances the building, occupying it or leasing it out to other tenants, paying the landowner rent on the underlying ground over a long period of time.  There are many benefits of ground leases for the landowner and the tenant. But they are very complex agreements involving sophisticated economic calculations and require very careful review. This program will provide you with a practical guide to how ground leases work, and negotiating and drafting them.   Day 1: Overview of important provisions of ground leases  Underlying economics of ground leases Permitted use and change of use Methodologies for setting and adjusting rent to reflect risk and value over time Day 2: Major financing issues, including subordination Construction and development issues  Special condemnation and casualty considerations   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.   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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  • 4/27/2024
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My Client's Commercial Real Estate Mortgage is Due, Now What?

$65.00

When a commercial real estate loan comes due, there are typically three alternatives for clients: refinance the loan, sell the property underlying the mortgage, or restructure the property’s capital structure, perhaps by adding more equity. There are complex tradeoffs with each alternative.  Renegotiating a loan extension is time-consuming, even when credit is available. Selling the property, especially in a strong market, may trigger adverse tax consequences. Most murky of all is restructuring the capital structure of project. Is the owner willing to add more equity to the project? This program will provide you with a practical guide to the issues of working with clients when their commercial real estate loans come due. Alternatives when a commercial real estate mortgage comes due Exploration of refinance options in an environment of volatile interest rates Role of preferred equity, mezzanine loans, and second mortgages Alternative of selling into a strong market Counseling clients about refinance in a time of certainty Speakers: Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School. John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP.  He has more than 40 years’ experience in real estate law practice.  He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute.  He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law.  He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont.  He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.

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  • 5/3/2024
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Defending Estate and Gift Tax Audits

$65.00

The IRS reviews every estate and gift tax return and audits them at a far higher rates than income tax returns. When a client return is chosen for examination and audit, an estate is subject to a very time-consuming and costly process.  Understanding the steps in the process, the personnel involved, and the limits of what you can reasonably expect as part of a settlement are all essential to successfully concluding an audit. It’s also very important to understand how returns are selected for exam. This program will provide you with a practical guide preparing for and defending and audit and tips for reducing the risk of triggering an audit. Timeline, process, personnel and deadlines – understanding how an audit unfolds Common audit triggers and how returns are selected for examination Review of common issues on audit – FLP/FLLCs, defined value clauses, insurance policies and lifetime gifts Drafting responses and working with IRS personnel Determining the range of reasonable settlement proposals Important attorney-client privilege, statute of limitation, and evidentiary considerations Speakers: Brian R. Harris is a partner in the Tampa, Florida office of Fogarty Mueller Harris, PLLC, where he represents clients in federal, state, and local tax controversy and litigation throughout the United States. He also represents clients before the IRS, state departments of revenue, and municipalities.  Earlier in his career, he was a trial attorney with the U.S. Department of Justice, Tax Division, and lead attorney for the United States and IRS in federal courts across the country. Mr. Harris received his B.S. and M.S. from the University of Florida and his J.D. from the University of Florida College of Law.

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  • 5/5/2024
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Drafting Waivers of Conflicts of Interest

$65.00

A bedrock principle of lawyer ethics is that lawyers owe their clients loyalty, free of conflicts of interest unless those conflicts are waived by a client in writing. Clients are entitled to zealous representation without the lawyer being conflicted by other representations or interests. When a conflict arises, the lawyer is required to decline the representation unless the conflict is waived by the client.  But waivers are not always easily accomplished.  They must be carefully drafted, particularly when it purports to be of an anticipated conflict, not an existing conflict. This program will provide you with a practical guide to the rules governing conflict waivers, types of waivers, and drafting tips. Key provisions of waivers and ensuring there is “informed” consent Advance waivers – drafting waivers for anticipated conflicts Types of advance waivers – stating subject area, adverse parties, neither or both Sources of rules and practical guidance on drafting waivers Common mistakes made in drafting waivers Consequences of ineffective waivers Speaker: 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 <http://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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  • 5/6/2024
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Closely Held Company Merger & Acquisitions, Part 1

$65.00

Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2:  Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.  Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School. Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  Ms. Merritt earned her B.S. from the University of Maryland, and her J.D. from the University of Virginia School of Law.

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  • 5/10/2024
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Closely Held Company Merger & Acquisitions, Part 2

$65.00

Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2:  Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.  Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School. Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  Ms. Merritt earned her B.S. from the University of Maryland, and her J.D. from the University of Virginia School of Law.

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  • 5/11/2024
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Text Messages & Litigation: Discovery and Evidentiary Issues

$65.00

Text messaging is mainstream. Clients generate virtual reams of data when they message with business partners, vendors, employees, and even public. This is a rich vein of electronically stored information that is potentially discoverable in formal litigation or pre-litigation.  Because texting is so convenient, casual and almost reflexive, the caution clients exercise in other forms of communication are often disregarded when texting, including when they text with their lawyers. This program will provide you with a practical guide to obtaining text messages, the risks of discovery in litigation, and related issues. Obtaining text messages – working with mobile carriers Timing – how long are texts kept and in what form? Discovery issues – obtaining texts from parties or other sources Issues related to encrypted messaging services How strategies differ for plaintiffs and defendants Speaker: Stanley E. Woodward Jr. is a partner in the law firm Brand Woodward Law, where he has a broad civil litigation and white-collar criminal defense practice.  He also conducts internal corporate investigations.  He serves as an adjunct professor of law at Catholic University of America Columbus School of Law, where he teaches pre-trial litigation and employment law. Before entering private practice, he served as a judicial clerk to Judge Vanessa Ruiz of the District of Columbia Court of Appeals, and Judges Joan Zeldon and Judge Rufus King III of the Superior Court of the District of Columbia.  Mr. Woodward earned his B.A., cum laude, and his M.S., magna cum laude, from American University, and his J.D., cum laude, from The Catholic University of America Columbus School of Law.

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  • 5/12/2024
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Holding Business Interests in Trusts

$65.00

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

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  • 5/18/2024
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Drafting Small Commecial Real Estate Leases

$65.00

In small space leases, tenants are much more sensitive to the cost or reviewing and negotiating lengthy leases.  Also, use restrictions in lengthier leases can unduly restrict a tenant’s ability to use the space to operate their business.  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 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: David C. Camp is a partner in the Denver office of Senn Visciano Canges, PC, where he represents clients in all aspects of real estate transactions.  He has extensive experience in leasing, development, construction, financing and ownership issues.  He also has substantial experience in commercial finance matters, most frequently corporate and real estate financing, including mezzanine loans, construction loans, and traditional loan matters.  Mr. Camp received his B.A. cum laude from Middlebury College and his J.D. from the University of Pennsylvania Law School.

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  • 5/24/2024
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Lawyer Ethics and Email

$65.00

  Email has become essential to law practice.  Communications with clients and colleagues is practically impossible – and absolutely inefficient – without email.  But the ubiquity of email may obscure many important ethical issues that arise when it is used in law practice, including issues related to confidentiality, metadata, and the attorney-client privilege. These and other substantial ethical questions will be discussed in this practical guide to the ethical issues when lawyers use email in their practices. Beginning an attorney relationship via email – intentionally and inadvertently Security and confidentiality when email is exchanged in the Cloud Inadvertently sent email and metadata embedded in email Discarding/deleting email and working with outside vendors Ex parte communications with represented adversaries Attorney-client privilege issues Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750-page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.    

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  • 5/25/2024
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Drafting Business Service Agreements

$65.00

  Companies are increasingly focused on their “core competencies,” outsourcing all other functions – sales, bookkeeping, IT, customer and product support, warranty work – to third party professionals and their companies.  Drafting agreements to capture this work is unlike drafting a conventional employment agreement.  It requires a sophisticated understanding of the service, benchmarks for performance and reporting, and the protection of confidential business information. The underlying agreement must comprehend how all of these elements operate together.  This program will provide you with a practical guide to drafting services agreements in business.  Drafting services agreements for “hard” and “soft” services Scope of services provided, modification of services, and relationship to fees Performance standards and timeliness of delivery of services Types of fee structures and common traps Ensuring ownership of key files, records, “know how,” customer lists, and trade secrets Issues related to sub-contracting, designation of agents, and assignment of the contract Conflicts of interest, limitation of liability, and indemnification  Speaker:   Joel R. Buckberg is a partner in the Nashville office of Baker Donelson, LLP.  He more than 40 years’ experience in corporate and business transactions.  His practice focuses on corporate and asset transactions and operations, particularly in hospitality, franchising and distribution.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.  Mr. Buckberg received his B.S. form Union College, his M.B.A. from Vanderbilt University, and his J.D. from Vanderbilt University School of Law.    

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  • 5/26/2024
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2022 Retaliation and Wrongful Discharge Update

$65.00

    Retaliation claims are among the most common form of employment litigation, either as standalone claims or when a substantive claim of harassment or discrimination fails. The scope of an employee’s protected conduct – whistleblower activity, requests for accommodation, and other forms of activity – is not limitless but it expansive. There are also complicated questions of what constitutes an adverse action by an employer and the causal connection between the employee’s protected activity and the adverse action. This program will 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 What constitutes adverse action by the employer – and when action must be taken Standards for establishing causal link between protected conduct and adverse action Relationship among harassment, discrimination, ADA and retaliation claims  Speaker:  Ryan Derry is a partner in the San Francisco office of Paul Hastings, LLP.  His practice includes all aspects of employment litigation and counseling, including employment discrimination, retaliation, harassment, and wage and hour claims. He represents employers in multiple jurisdictions in state and federal courts as well as in administrative proceedings against individual and class claims. He has been named as a California Super Lawyer Rising Star for multiple years.  Mr. Derry received his B.S., summa cum laude, from the University of Massachusetts Amherst and his J.D. from The George Washington University Law School, with honors, in 2006.      

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  • 6/2/2024
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2022 Trust Litigation Update

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  The world is in the midst of the greatest transfer of wealth ever recorded. Baby Boomers retired with more wealth than any earlier generation and retired with more complicated family circumstances.  This wealth and family complexity are giving rise to more trust litigation. This litigation includes the extent to which trust interests are reachable in divorce proceedings; fiduciary investment decisions, the handling of concentrated positions in closely held companies, and arguably tortious interference with trust interests. This program will review significant developments in fiduciary litigation.  Disputes over discretionary decisions, including distributions Tortious interference with inheritance interests Handling concentrated positions in closely held companies Disputes involving operation of family businesses in trusts Counseling clients when fiduciary litigation involves family animosity Speakers:  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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  • 6/3/2024
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