Course1

Drafting Supply Agreements

$89.00

Supply contracts are the backbone of many businesses, providing the buying with essential goods for a production process or finished product inventory for sale.  In the supply chains these agreements create, time is of the essence.  Buyers rely on timely delivery of quality raw material or inventory.  Production and sales are often finely calibrated for just in time delivery.  In addition, there area wide range of liability issues involved in these agreements because any disruption of the supply chain can cause substantial losses.  This program will provide you with a practical guide to reviewing the most important provisions of supply agreements for clients.    Drafting and negotiating most essential terms of supply agreements Issues for both suppliers and buyers in different industries Framework of law governing supply issue, including UCC warranty and title issues Product quality, volume commitments, delivery, and more Identifying, allocating, and mitigating risk – indemnity and insurance Spotting red flags in “form” supply agreements   Speaker: Joel R. Buckberg is a shareholder in the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. and chair of the firm’s commercial transactions and business consulting group. He has more than 45 years’ experience structuring and drafting commercial, corporate and business transactions.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/19/2024
    Presented
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Course1

Drafting Supply Agreements

$89.00

Supply contracts are the backbone of many businesses, providing the buying with essential goods for a production process or finished product inventory for sale.  In the supply chains these agreements create, time is of the essence.  Buyers rely on timely delivery of quality raw material or inventory.  Production and sales are often finely calibrated for just in time delivery.  In addition, there area wide range of liability issues involved in these agreements because any disruption of the supply chain can cause substantial losses.  This program will provide you with a practical guide to reviewing the most important provisions of supply agreements for clients.    Drafting and negotiating most essential terms of supply agreements Issues for both suppliers and buyers in different industries Framework of law governing supply issue, including UCC warranty and title issues Product quality, volume commitments, delivery, and more Identifying, allocating, and mitigating risk – indemnity and insurance Spotting red flags in “form” supply agreements   Speaker: Joel R. Buckberg is a shareholder in the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. and chair of the firm’s commercial transactions and business consulting group. He has more than 45 years’ experience structuring and drafting commercial, corporate and business transactions.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.  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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 7/21/2024
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Course1

LIVE REPLAY: Business Torts: How Transactions Spawn Litigation, Part 1

$89.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counter-parties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will you with a practical framework for understanding the range of business torts and real-world defenses. Day 1: Intentional interference with an existing contractual relationship – and the “business privilege” of competitors Interference with a prospective contract or transaction – what’s an “expectancy”? Fraudulent misrepresentations – how does an attorney spot “intent”? Negligent misrepresentation, including contributory negligence and the economic loss rule   Day 2: Implied covenant of good faith and fair dealing – what it means for contract negotiations Contract terms involving discretion v. explicit terms Misdeeds by clients in contract negotiations Misappropriation of trade secrets disclosed in contract negotiations Usurpation of business opportunities and the organizational opportunity doctrine Torts in recruiting and hiring key employees away from competitors   Speakers: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.   Shannon M. Bell is a member with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/1/2024
    Presented
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Course1

LIVE REPLAY: Business Torts: How Transactions Spawn Litigation, Part 2

$89.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counter-parties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will you with a practical framework for understanding the range of business torts and real-world defenses. Day 1: Intentional interference with an existing contractual relationship – and the “business privilege” of competitors Interference with a prospective contract or transaction – what’s an “expectancy”? Fraudulent misrepresentations – how does an attorney spot “intent”? Negligent misrepresentation, including contributory negligence and the economic loss rule   Day 2: Implied covenant of good faith and fair dealing – what it means for contract negotiations Contract terms involving discretion v. explicit terms Misdeeds by clients in contract negotiations Misappropriation of trade secrets disclosed in contract negotiations Usurpation of business opportunities and the organizational opportunity doctrine Torts in recruiting and hiring key employees away from competitors   Speakers: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.   Shannon M. Bell is a member with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.     

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/2/2024
    Presented
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Course1

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

$89.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/6/2024
    Presented
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Course1

Closely Held Stock Options, Restricted Stock, Etc.

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/7/2024
    Presented
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Course1

Closely Held Stock Options, Restricted Stock, Etc.

$89.00

Equity-based compensation is often essential to recruiting and retaining key employees in closely held companies.  Whether through the use of stock options, restricted stock, appreciation rights or other instruments and techniques, incentive compensation aligns the financial interests of key employees with the entity. Incentive compensation also often has the benefit of not requiring the immediately outlay of cash. Depending on the instruments used, equity-based compensation may also help defer tax recognition.  Compensation in LLCs takes on different forms but functions similarly. This program will provide you with a practical guide to equity-based incentive compensation in closely held companies.   C and S Corp incentive compensation v. pass-through entity incentive compensation Eligibility for tax-favored Incentive Stock Options v. non-qualified stock options Use of restricted stock – valuation, vesting, and treatment Appreciation rights in corporate and pass-through entities Common structuring and drafting traps Tax treatment, advantages and disadvantages of incentive compensation   Speaker: C. Ben Huber is a partner in the Denver office of Greenburg Traurig, LLP, where he has a broad transactional practice encompassing mergers and acquisitions, restructurings and reorganizations, corporate finance, capital markets, venture funds, commercial transactions and general corporate law.  He also has substantial experience as counsel to high tech, biotech and software companies in the development, protection and licensing of intellectual property.  His clients include start-up companies, family- and other closely-held businesses, middle market business, Fortune 500 companies, venture funds and institutional investors.  Mr. Huber earned his B.A. from the University of Colorado and his J.D. at the University of Colorado Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 8/9/2024
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Course1

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

$89.00

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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/13/2024
    Presented
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Course1

Joint Ventures Agreements in Business, Part 1

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/14/2024
    Presented
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Course1

Joint Ventures Agreements in Business, Part 2

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/15/2024
    Presented
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Course1

Joint Ventures Agreements in Business, Part 1

$89.00

Businesses frequently pool their resources – capital, expertise, marketing, distribution – in joint ventures, leveraging their individual strengths by partnering with companies with complementary strengths. There are many types of JVs – contractual strategic alliances, entity-based ventures, and other hybrid forms – each with its tradeoffs.  JV agreements involve contributions by the parties, allocating management control, access to information, ownership of jointly developed property, dispute resolution, and transfers of interests. This program will provide you with a practical guide to planning and drafting joint ventures.   Day 1 – August 16, 2022: Framework of considerations – formality, capital, tax issues, management control, exits Types of joint ventures – contractual strategic alliances v. shared entities v. hybrids Choice of entity – incorporated entities v. LPs and general partnerships v. LLCs Management, access to information, deadlocks and resolution   Day 2 – August 17, 2022: Contributions – capital, marketing and distribution expertise, intangible assets Economics – allocation of profits and losses, and distribution policies Transfers of JV interests – rights of first offer/refusal, restrictions on transfers, dissolution Ownership of jointly developed property – development of intellectual   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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 8/16/2024
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Course1

Joint Ventures Agreements in Business, Part 2

$89.00

Businesses frequently pool their resources – capital, expertise, marketing, distribution – in joint ventures, leveraging their individual strengths by partnering with companies with complementary strengths. There are many types of JVs – contractual strategic alliances, entity-based ventures, and other hybrid forms – each with its tradeoffs.  JV agreements involve contributions by the parties, allocating management control, access to information, ownership of jointly developed property, dispute resolution, and transfers of interests. This program will provide you with a practical guide to planning and drafting joint ventures.   Day 1 – August 16, 2022: Framework of considerations – formality, capital, tax issues, management control, exits Types of joint ventures – contractual strategic alliances v. shared entities v. hybrids Choice of entity – incorporated entities v. LPs and general partnerships v. LLCs Management, access to information, deadlocks and resolution   Day 2 – August 17, 2022: Contributions – capital, marketing and distribution expertise, intangible assets Economics – allocation of profits and losses, and distribution policies Transfers of JV interests – rights of first offer/refusal, restrictions on transfers, dissolution Ownership of jointly developed property – development of intellectual   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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 8/17/2024
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Course1

LIVE REPLAY: Private Placements: Raising Capital from Investors, Part 1

$89.00

Closely held companies raise capital through private placements, an offering of stock or other securities to private investors. Offerings of every size must comply with a dense set of federal securities regulation that require the offering of securities to be registered with the Securities and Exchange Commission or qualify for an exemption from registration, mostly commonly Regulation D.  Failure to understand the regulatory framework and draft private placement documents exposes the offering company to substantial financial liability. This program will provide you with a practical guide to planning private placements, drafting the operative agreements, and understanding the regulatory framework governing them.   Day 1: How private placements are used as a practical matter in capital raises Understanding the securities law and regulatory framework of private placements Reliance on Reg. D safe harbor to avoid registration – amounts raised, accredited investor, timeframes, non-solicitation Understanding exempt securities v. exempt offerings   Day 2: Practical guidance on drafting subscription agreements Understanding disclosures in offering documents and liability for issuer of securities Special issues for small private placements Crowdfunding as a capital raising tool   Speaker: S. Lee Terry is a partner in the Denver office of Davis, Graham & Stubbs, LLP, where he has a broad corporate and securities practice.  He advises clients on mergers and acquisitions, joint ventures, partnership agreements, licensing and other technology related contracts.  He has an active practice advising private companies, ranging from capital raising and major transactions to dispute resolution and investigations. He also has an extensive securities law practice, including various types of capital raising transactions.  Earlier in his career, he worked in the Office of General Counsel of the Securities and Exchange Commission.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/26/2024
    Presented
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Course1

LIVE REPLAY: Private Placements: Raising Capital from Investors, Part 2

$89.00

Closely held companies raise capital through private placements, an offering of stock or other securities to private investors. Offerings of every size must comply with a dense set of federal securities regulation that require the offering of securities to be registered with the Securities and Exchange Commission or qualify for an exemption from registration, mostly commonly Regulation D.  Failure to understand the regulatory framework and draft private placement documents exposes the offering company to substantial financial liability. This program will provide you with a practical guide to planning private placements, drafting the operative agreements, and understanding the regulatory framework governing them.   Day 1: How private placements are used as a practical matter in capital raises Understanding the securities law and regulatory framework of private placements Reliance on Reg. D safe harbor to avoid registration – amounts raised, accredited investor, timeframes, non-solicitation Understanding exempt securities v. exempt offerings   Day 2: Practical guidance on drafting subscription agreements Understanding disclosures in offering documents and liability for issuer of securities Special issues for small private placements Crowdfunding as a capital raising tool   Speaker: S. Lee Terry is a partner in the Denver office of Davis, Graham & Stubbs, LLP, where he has a broad corporate and securities practice.  He advises clients on mergers and acquisitions, joint ventures, partnership agreements, licensing and other technology related contracts.  He has an active practice advising private companies, ranging from capital raising and major transactions to dispute resolution and investigations. He also has an extensive securities law practice, including various types of capital raising transactions.  Earlier in his career, he worked in the Office of General Counsel of the Securities and Exchange Commission.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/27/2024
    Presented
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Course1

Reps and Warranties in Business Transactions

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/4/2024
    Presented
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Course1

Reps and Warranties in Business Transactions

$89.00

Representations and warranties are a marquee feature of virtually every significant transaction.  Parties often conduct extensive due diligence but want specific assurances about important facts about which only the company would have the best information. These facts – e.g., the absence of liabilities or the presence of certain authorizations – can be few or great in number, and they vary according to the facts of the transaction. They are essential to most transactions. This program will provide you with a real-world guide to the differences between reps and warranties, the types and their remedies, and drafting.   Differences between reps and warranties, and their remedies Relationship between diligence and reps and warranties – and what the law says about how one impacts the other Reps and warranties concerning tangible and intangible property – title, taxes, transfer restrictions Provisions covering revenue projections, financial statements, and customer lists Understanding the limits of reps and warranties – what you can ask for, what you can get   Speaker: C. Ben Huber is a partner in the Denver office of Greenburg Traurig, LLP, where he has a broad transactional practice encompassing mergers and acquisitions, restructurings and reorganizations, corporate finance, capital markets, venture funds, commercial transactions and general corporate law.  He also has substantial experience as counsel to high tech, biotech and software companies in the development, protection and licensing of intellectual property.  His clients include start-up companies, family- and other closely-held businesses, middle market business, Fortune 500 companies, venture funds and institutional investors.  Mr. Huber earned his B.A. from the University of Colorado and his J.D. at the University of Colorado Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 9/6/2024
    Avail. Until
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Course1

Ethics for Business Lawyers

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/12/2024
    Presented
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Course1

Ethics for Business Lawyers

$89.00

Lawyers advising businesses on transactions or negotiating on their behalf often confront a range of important ethical questions.  The biggest is, who is your client?  Often a company’s owners or managers will not understand the distinction between representing them and representing the company? There are also issues of identifying and clearing conflicts among clients when they are negotiating transaction.  And what can a lawyer say or do when negotiating for a client? Also, lawyers are sometimes confronted with issues about what to do when clients are dishonest.  This program will provide you with a real world guide to ethical issues when representing clients in business transactions.    Ethical issues in business and corporate practice Identifying your client in a variety of transactional contexts – the company v. its managers? Conflicts of interest in representing both sides of a transaction Ethical issues in transactional negotiations and communications with represented parties Representing clients you know to be dishonest and reporting wrong-doing “up and out”   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. 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 Website“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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 9/14/2024
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Course1

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

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/25/2024
    Presented
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Course1

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

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/26/2024
    Presented
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Course1

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

$89.00

There is no larger market than sales of goods to consumers.  Though the opportunities for your clients are vast, selling to consumers is unlike selling to other businesses. Sales to consumers are governed by overlapping layers of regulations covering how those sales are financed, what warranties are implied by law versus expressly made by the seller, and – when need arises – debt collection of defaulted accounts. Failure to understand and comply with these layers of complexity can lead to consumer complaints and regulatory action, litigation and substantial liability. This program will provide you a framework for understanding the law of consumer sales, including financing those sales, express and implied warranties imposed by law, and debt collection from consumers.    Day 1 September 27, 2022: Essential law governing sales to consumers – sales law, finance, warranties Sales law – how consumer sales differ from commercial sales Consumer finance – securing the sales with collateral and anticipating defaults Role of the Uniform Consumer Credit Code and Reg Z Role of the new federal Consumer Financial Protection Bureau   Day 2 September 28, 2022: Understanding the role of implied and express warranties in consumer sales under federal law Limiting a seller’s exposure to warranties and otherwise managing risk Overview Fair Debt Collection Practices Act and the Consumer Credit Protection Act Permissible debt collection practices in consumer sales and potential liability Communications with debtors and third parties and required disclosures Best practices to avoid liability for businesses, lawyers, and law firms   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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 9/27/2024
    Avail. Until
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Selling to Consumers: Sales, Finance, Warranty & Collection Law, Part 2

$89.00

There is no larger market than sales of goods to consumers.  Though the opportunities for your clients are vast, selling to consumers is unlike selling to other businesses. Sales to consumers are governed by overlapping layers of regulations covering how those sales are financed, what warranties are implied by law versus expressly made by the seller, and – when need arises – debt collection of defaulted accounts. Failure to understand and comply with these layers of complexity can lead to consumer complaints and regulatory action, litigation and substantial liability. This program will provide you a framework for understanding the law of consumer sales, including financing those sales, express and implied warranties imposed by law, and debt collection from consumers.    Day 1 September 27, 2022: Essential law governing sales to consumers – sales law, finance, warranties Sales law – how consumer sales differ from commercial sales Consumer finance – securing the sales with collateral and anticipating defaults Role of the Uniform Consumer Credit Code and Reg Z Role of the new federal Consumer Financial Protection Bureau   Day 2 September 28, 2022: Understanding the role of implied and express warranties in consumer sales under federal law Limiting a seller’s exposure to warranties and otherwise managing risk Overview Fair Debt Collection Practices Act and the Consumer Credit Protection Act Permissible debt collection practices in consumer sales and potential liability Communications with debtors and third parties and required disclosures Best practices to avoid liability for businesses, lawyers, and law firms   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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 9/28/2024
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Director and Officer Liability

$89.00

Statutory and common law impose certain fiduciary duties—care, diligence, good faith, and fair dealing—on directors and managers of corporate entities, managers of LLCs, and in certain instances members of LLCs. The corporate and organizational opportunity doctrines also operate to restrict the activity of closely held company stakeholders, preventing misappropriation of certain corporate or LLC opportunities. In certain instances, the owners of the entity may want to expand, limit, or even entirely eliminate these duties. Depending on the entity involved and the specific duty, the law may allow modification by agreement, but unintended consequences may be substantial. This program provides you with a practical guide to fiduciary duties in corporations and LLCs, how they may be modified, and the possible consequences.   • Fiduciary duties in closely held corporations and LLCs• Corporate fiduciary duties and standards of review—duty of loyalty and duty of care• Conflicts of interest and self-dealing issues in closely held corporations• Fiduciary duties in LLCs—standards set by contract and by law• Which duties may be modified or eliminated—and which may not• How the corporate and organizational opportunity doctrines work in closely held companies.   Speaker: Frank Ciatto is a partner in the Washington, DC, office of Venable LLP, where he advises 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 ABA Business Law Section Mergers & Acquisitions Subcommittee. He is also a Certified Public Accountant. James DePaoli is an attorney in the Washington, DC, 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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 9/30/2024
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Director and Officer Liability: What are the Tripwires

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/30/2024
    Presented
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Planning with Single Member LLCs, Part 1

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/2/2024
    Presented
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Course1

Planning with Single Member LLCs, Part 2

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/3/2024
    Presented
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Planning with Single Member LLCs, Part 1

$89.00

Single Member LLCs are among the most flexible vehicles in business and real estate transactions.  Creatures of state law, they are “nothing” for federal income tax purposes.  They can be used to minimize tax and liability with maximum organizational flexibility. They may be used in conjunction with S Corps and general partnerships in business and real estate transactions. But there are also substantial limits and traps.  Among the traps is that their limited liability can be pierced more easily through equitable doctrines to personal liability. There are also many potential tax traps.  This program will provide you with a real-world guide to organizing and using Single Member LLCs in transactions.   Day 1: Classification of LLCs for income tax purposes – what does “nothing” mean? Formation and organizational issues – how they differ from multi-member LLCs Relationship to S Corps – as owners, as subsidiaries, as Single Member LLCs themselves Single Member LLCs as charities or as property of charities – and gifting issues Merger and acquisition issues involving Single Member LLCs Series LLCs as an alternative to commonly owned Single Member LLCs   Day 2: Changes in tax classification of Single Member LLCs Single Member LLCs and general partnerships – which may own which? Piercing the veil of a Single Member LLC Compensation issues and traps Use of charging orders against Single Member LLC distributions Use of SMLCCs in real estate transactions, including Like-Kind Exchanges State tax and excise tax overview   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center. Elizabeth Fialkowski Stieff is an attorney in the Baltimore, Maryland office of Venable, LLP, where her practice focuses on corporate advisory matters, including mergers, acquisitions, and joint ventures, as well as tax controversies.  Prior to joining Venable, she was an associate in corporate and securities practice at a national law firm, where she advised clients on a variety of federal and state tax issues.  Before entering private practice, she served as a judicial clerk to Judge L. Paige Marvel of the United States Tax Court.  Ms. Stieff earned her B.A. from John Hopkins University and her J.D. and LL.M. from Georgetown University Law Center.

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  • 60
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  • 10/4/2024
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Course1

Planning with Single Member LLCs, Part 2

$89.00

Single Member LLCs are among the most flexible vehicles in business and real estate transactions.  Creatures of state law, they are “nothing” for federal income tax purposes.  They can be used to minimize tax and liability with maximum organizational flexibility. They may be used in conjunction with S Corps and general partnerships in business and real estate transactions. But there are also substantial limits and traps.  Among the traps is that their limited liability can be pierced more easily through equitable doctrines to personal liability. There are also many potential tax traps.  This program will provide you with a real-world guide to organizing and using Single Member LLCs in transactions.   Day 1: Classification of LLCs for income tax purposes – what does “nothing” mean? Formation and organizational issues – how they differ from multi-member LLCs Relationship to S Corps – as owners, as subsidiaries, as Single Member LLCs themselves Single Member LLCs as charities or as property of charities – and gifting issues Merger and acquisition issues involving Single Member LLCs Series LLCs as an alternative to commonly owned Single Member LLCs   Day 2: Changes in tax classification of Single Member LLCs Single Member LLCs and general partnerships – which may own which? Piercing the veil of a Single Member LLC Compensation issues and traps Use of charging orders against Single Member LLC distributions Use of SMLCCs in real estate transactions, including Like-Kind Exchanges State tax and excise tax overview   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center. Elizabeth Fialkowski Stieff is an attorney in the Baltimore, Maryland office of Venable, LLP, where her practice focuses on corporate advisory matters, including mergers, acquisitions, and joint ventures, as well as tax controversies.  Prior to joining Venable, she was an associate in corporate and securities practice at a national law firm, where she advised clients on a variety of federal and state tax issues.  Before entering private practice, she served as a judicial clerk to Judge L. Paige Marvel of the United States Tax Court.  Ms. Stieff earned her B.A. from John Hopkins University and her J.D. and LL.M. from Georgetown University Law Center.

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    Format
  • 60
    Minutes
  • 10/5/2024
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Course1

Business Divorce, Part 1

$89.00

Business divorce can be as complicated, costly and dramatic as traditional divorce. When owners of a closely-held company decide they cannot or will not work together anymore, there are several alternatives for achieving the separation – a division of assets among the owners, a buyout of one owner or several owners by a third party or by the company itself, or a complete or partial sale of the company.  But these and other transactional forms come with risk – the risk that dividing the assets of an operating business will cause substantial destruction of value to the company or that strife will take its toll on operations and employees.  This program will provide you with a practical guide to the alternatives for achieving a business divorce, planning the process, containing the risk and preserving value.   Day 1: Overview of techniques to accomplish a divorce – buy-sell arrangements, redemptions, compensation, employment separation and retirement plan techniques Special considerations when the divorce involves LLCs, S Corps or partnerships Valuation methods and disputes in a business divorce Techniques for financing a buyout as part of a business divorce Minimizing adverse tax consequences in a business divorce   Day 2: Compensation and retirement plan-based techniques for accomplishing a business divorce Special issues when a business divorce involves a distressed business Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce Important intellectual property issues, including customer lists, goodwill and trade secrets Preservation of valuable tax attributes   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 cocmpanies, 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. Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.

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    Format
  • 60
    Minutes
  • 10/8/2024
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Course1

Business Divorce, Part 2

$89.00

Business divorce can be as complicated, costly and dramatic as traditional divorce. When owners of a closely-held company decide they cannot or will not work together anymore, there are several alternatives for achieving the separation – a division of assets among the owners, a buyout of one owner or several owners by a third party or by the company itself, or a complete or partial sale of the company.  But these and other transactional forms come with risk – the risk that dividing the assets of an operating business will cause substantial destruction of value to the company or that strife will take its toll on operations and employees.  This program will provide you with a practical guide to the alternatives for achieving a business divorce, planning the process, containing the risk and preserving value.   Day 1: Overview of techniques to accomplish a divorce – buy-sell arrangements, redemptions, compensation, employment separation and retirement plan techniques Special considerations when the divorce involves LLCs, S Corps or partnerships Valuation methods and disputes in a business divorce Techniques for financing a buyout as part of a business divorce Minimizing adverse tax consequences in a business divorce   Day 2: Compensation and retirement plan-based techniques for accomplishing a business divorce Special issues when a business divorce involves a distressed business Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce Important intellectual property issues, including customer lists, goodwill and trade secrets Preservation of valuable tax attributes   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 cocmpanies, 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. Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 10/9/2024
    Avail. Until
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