Course1

Drafting Client Engagement Letters in Trust and Estate Planning

$89.00

Client engagement letters are the foundation of a successful representation in trust and estate planning, administration or fiduciary litigation.  It’s where expectations are set – about fees, timelines, and who you are representing. Difficult issues involving conflicts of interests and decision-making can also be framed and addressed. These letters clarify goals and substantially reduce the risk of later dispute.  This program will provide you a practical guide to using client engagement letters to provide the foundation of a successful relationship in trust and estate planning, administration and litigation.   Most important elements of successful client engagement letter Spousal representations – joint representation or separate, and practical difficulties of each Representing multiple generations of a family – who is in charge?   Lawyer as fiduciary – what must you do if you’re the trustee How to handle extant or developing client incapacity Ongoing communication and billing issues Providing for withdrawal from an engagement – when and how   Speaker: Daniel L. Daniels is a partner in the Greenwich, Connecticut office of Wiggin and Dana, LLP, where his practice focuses on representing business owners, corporate executives and other wealthy individuals and their families.  A Fellow of the American College of Trust and Estate Counsel, he is listed in “The Best Lawyers in America,” and has been named by “Worth” magazine as one of the Top 100 Lawyers in the United States representing affluent individuals. Mr. Daniels is co-author of a monthly column in “Trusts and Estates” magazine.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/4/2024
    Presented
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Course1

LIVE REPLAY: Professionalism for the Ethical Lawyer

$89.00

Ethics rules, the principles of professionalism, and sanctionable conduct are interrelated.  Lawyers have a duty to zealously represent their clients, but they do not have a duty to engage in offensive conduct that may be desired by clients. Lawyers have duties of confidentiality and honesty, but those duties do not always require pressing every advantage, such as when the lawyer knows that opposing counsel has made a material drafting error in a transactional document. In these and many other scenarios, ethics rules, professionalism, and potentially sanctionable conduct subtly interact.  This program will provide you with a practical guide to professionalism for the ethical lawyer.    Interrelationship of ethics rules, professionalism, and sanctions Zealous representation v. needlessly embarrassing an adversary or third-party Reacting to an adversary’s drafting errors in transactional documents Ethics, professionalism, and inadvertent transmission of communications Duty to supervise and train subordinate lawyers and staff, including to ensure courtesy to clients, opposing counsel, and courts Offering candid advice to clients and withdrawal when they demand offensive conduct Avoiding discrimination and bigotry   Speaker: Thomas E. Spahn is a partner in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility, and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 1,800 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 900 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis.  Mr. Spahn graduated magna cum laude from Yale University and received his J.D. from Yale Law School.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/5/2024
    Presented
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Course1

Buying, Selling and Exchanging Partnership and LLC Interests

$89.00

As LLCs have become the default choice of entity for most businesses, sales and exchanges of LLC membership interests are commonplace. Despite the frequency of sales and exchanges, exactly what rights of the seller the buyer succeeds to is often mistaken and these mistakes can lead to dispute and litigation. By default, transferees succeed only to the economic interests of the transferor. They do not succeed to the transferor’s governance rights. If governance rights are part of the underlying bargain, the consent of the LLC’s other members generally must be sought.  This program will provide you with a practical guide to drafting and planning for the sale and exchange of LLC interests.   Selling/exchanging LLC and partnership interests and effective alternatives Succession to economic rights of seller v. management and information rights Tax consequences to the entity and buyers/sellers in sales/exchanges of entity interests Disguised sales of LLC/partnership interests – and techniques to avoid adverse tax impact Constructive terminations and their adverse tax consequences Distributions and other alternative to sales and exchanges of LLC/partnership interests   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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/6/2024
    Presented
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Course1

Rights of First Offer, First Refusal in Real Estate

$89.00

Rights of first refusal and rights of first offer are frequently used in commercial real estate transactions, establishing rights to acquire property from a seller before it hits the market.  The practical effect of these tools is often to exert downward pressure on the price of the property and hamper development of a third-party market.  Rights of first refusal can help hasten a deal among buyers and sellers or landlords and tenants, thereby reducing costs, or they can be a costly waste of time. There are many subtle differences between rights of first refusal and rights of first offer, each with subtle tradeoffs for counter-parties that must be considered in context of a particular transaction.  This program will provide you with a practical guide to drafting rights of first refusal and rights of first offer in real estate.   How rights of first refusal and rights of first offer work in real estate transactions Real-world costs, tradeoffs and risks of each type of right – and drafting tips and traps Best circumstances in which these mechanisms are used in property acquisitions, sales, and leasing How rights of refusal depress prices &limiting third party interest in the property – and how to mitigate Practical strategies for buyers and sellers, landlords and tenants when negotiating these rights   Speaker: John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP.  He has more than 40 years’ experience in real estate law practice.  He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute.  He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law.  He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont.  

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

Ethics of Beginning and Ending Client Relationships

$89.00

Substantial ethics issues flow from the moment an attorney-client relationship is formed, whether it is formed intentionally or through inadvertence.  Determining when a relationship commences and the scope of the representation has dramatic implications for issues related to confidentiality, conflicts of interest, the attorney-client privilege and more. Ending an engagement is nearly as complicated. When are you allowed to end an engagement?  And how must you go about it without prejudicing a client’s interest in a transaction or in litigation? This program will you provide a real-world guide the ethical issues of beginning and ending an attorney client relationship.   Determining when and how a relationship starts – including through inadvertence Email and technology issues – how unsolicited communications may trigger ethical obligations Joint representation issues – unsorting the confidentiality and privilege issues End a relationship – when are you allowed to end an engagement?  How do you do it ethically? Circumstances when you might be required to end a relationship   Speaker: Elizabeth Treubert Simon is an ethics attorney in the Washington, D.C. office of Akin Gump Strauss Hauer & Feld LLP, where she advises on a wide range of ethics and compliance-related matters to support Akin Gump’s offices worldwide.  Previously, her practice focused on business and commercial litigation and providing counsel to clients regarding professional ethics and attorney disciplinary procedures.  She is a member of the New York State Bar Association Committee on Professional Discipline and the District of Columbia Rules of Professional Conduct Rules Review Committee.  She is the immediate past chair of the District of Columbia Legal Ethics Committee.  She writes and speaks extensively on attorney ethics issues.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/10/2024
    Presented
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Course1

Selection and Preparation of Expert Witnesses in Litigation

$89.00

Experts play a vitally important role in civil litigation, whether they act as consulting experts or also as testifying experts.  The complexity of modern litigation has substantially increased the pressure on attorneys to carefully evaluate the suitability of experts for a particular case and prepare them for testimony. Approaching, evaluating and preparing witnesses, however, is as much an art as science or database search.  Furthermore, once an expert is selected, there are substantial risks surrounding discovery and preserving the attorney-client privilege.  This program will provide you with a practical guide to selecting and preparing experts in civil litigation.   How to find the right expert witness and common traps Evaluating the suitability of experts for your case Consulting v. testifying experts Approaching and retaining experts Preparing witnesses for testimony in a specific case Practical tips on the best/worst uses of particular types of expertise in litigation Discovery issues and preserving the attorney-client privilege   Speaker: Shannon M. Bell is a member with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/11/2024
    Presented
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Course1

Piercing the Entity Veil: Individual Liability for Business Acts

$89.00

One of the bedrock principles of business law is limited liability. The individual owners of an entity – shareholders of a corporation or members of a limited liability company – cannot be held personally liable for the debts or liabilities of the entity.  But the doctrine is not absolute.  There are many common law fact patterns that allow courts to pierce the entity veil – co-mingling of funds, using an entity as an alter ego, among others – and reach an individual person’s assets. There are also several sources of statutory authority allowing veil piercing. This program will provide you with a practical guide to common law, equitable, and statutory theories of piercing entity veils.   Statutory and equitable principles to pierce the entity veil Fact pattern justifying piercing limited liability to reach an owner’s personal assets Statutory sources permitting breaching the entity veil Application of veil piercing to non-corporate entities Liability for improper distributions Piercing for withheld income and employment taxes, and sales/use taxes   Speakers: Allen Sparkman is a partner in the Houston and Denver offices of Sparkman Foote, LLP.  He has practiced law for over forty years in the areas of estate, tax, business, insurance, asset protection, and charitable giving.  He has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics.  He is the Colorado reporter for the books "State Limited Partnership Laws" and "State Limited Liability Company Laws," both published by Aspen Law & Business.  He has also served as president of the Rocky Mountain Estate Planning Council.

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

Letters of Intent in Business Transactions

$89.00

Letters of intent frame the material terms of business and commercial transactions.  They outline with considerable detail the substantive terms of the underlying agreement – price, reps and warranties, closing conditions, etc. They also provide a process by which a definitive underlying agreement will be finalized. But they are not, generally, intended to be definitive agreements themselves; not enforceable, only a substantial starting point. There is, however, a certain point at which the detail in these letters becomes so extensive that they become enforceable.  This program will provide you with a practical guide to the most important substantive and process aspects of letters of intent, their uses and traps, including unexpected enforceability.   Drafting effective letters of intent in transactions Purposes of letters, timing, relationship to diligence, exclusivity Substantive  terms v. process terms Indemnity, hold back and limitation of liability provisions Termination of a letter and survival of certain provisions Understanding the point at which letters of intent may become enforceable   Speaker: Stephanie Molyneaux is an attorney in the Washington, D.C. office of Venable, LLP, where she assists clients with a wide variety of transactional matters.  Her experience includes mergers and acquisitions, corporate governance, contractual agreements, technology transactions, licensing, and intellectual property transactions.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/13/2024
    Presented
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LIVE REPLAY: 2024 Ethics Update Part 1

$89.00

This annual ethics program will provide you with a round-table discussion of practical ethical issues important to your practice. The program will provide you with an engaging discussion of ethics developments involving technology and law practice, conflicts of interest, and attoarney-client communications in a digital world where no one is truly unplugged. The panel will also discuss the ethics of withdrawing from a matter and firing a client and the ethics of developing new business.  This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics and technology: A Potpourri Ethics, competence, and AI: What are competence and the unauthorized practice of law in a specialized world? Emerging issues in conflicts of interest, part 1   Day 2: Ethics of firing a client Ethics and client development Emerging issues in conflicts of interest, part 2   Speakers: Lucian T. Pera is a partner in the Memphis office of Adams & Reese, LLP.  His practice includes professional malpractice litigation as well as counseling lawyers and law firms in the area of ethics and professional responsibility.  He was a member of the ABA’s Ethics 2000 Commission and is co-author of "Ethics and Lawyering Today," a national e-mail newsletter on lawyer ethics, which is accessible at: www.ethicsandlawyering.com.  Before entering private practice, he served as a judicial clerk to Judge Harry W. Wellford of the U.S. Court of Appeals for the Sixth Circuit.  Mr. Pera received his A.B. with honors from Princeton University and his J.D. from Vanderbilt University School of Law. William Freivogel is the principal of Freivogel Ethics Consulting and is an independent consultant to law firms on ethics and risk management.  He was a trial lawyer for 22 years and has practiced in the areas of legal ethics and lawyer malpractice for 20 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. and past chair of the ABA Business Law Section Committee on Professional Responsibility.  He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com.  Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B. Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections.  For more than 20 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/16/2024
    Presented
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Course1

LIVE REPLAY: 2024 Ethics Update Part 2

$89.00

This annual ethics program will provide you with a round-table discussion of practical ethical issues important to your practice. The program will provide you with an engaging discussion of ethics developments involving technology and law practice, conflicts of interest, and attoarney-client communications in a digital world where no one is truly unplugged. The panel will also discuss the ethics of withdrawing from a matter and firing a client and the ethics of developing new business.  This program will provide you with a wide-ranging discussion of practical ethics developments important to your practice.   Day 1: Ethics and technology: A Potpourri Ethics, competence, and AI: What are competence and the unauthorized practice of law in a specialized world? Emerging issues in conflicts of interest, part 1   Day 2: Ethics of firing a client Ethics and client development Emerging issues in conflicts of interest, part 2   Speakers: Lucian T. Pera is a partner in the Memphis office of Adams & Reese, LLP.  His practice includes professional malpractice litigation as well as counseling lawyers and law firms in the area of ethics and professional responsibility.  He was a member of the ABA’s Ethics 2000 Commission and is co-author of "Ethics and Lawyering Today," a national e-mail newsletter on lawyer ethics, which is accessible at: www.ethicsandlawyering.com.  Before entering private practice, he served as a judicial clerk to Judge Harry W. Wellford of the U.S. Court of Appeals for the Sixth Circuit.  Mr. Pera received his A.B. with honors from Princeton University and his J.D. from Vanderbilt University School of Law. William Freivogel is the principal of Freivogel Ethics Consulting and is an independent consultant to law firms on ethics and risk management.  He was a trial lawyer for 22 years and has practiced in the areas of legal ethics and lawyer malpractice for 20 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. and past chair of the ABA Business Law Section Committee on Professional Responsibility.  He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com.  Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B. Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections.  For more than 20 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/17/2024
    Presented
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Course1

The Art and Science of Conditional Gifts in Estate Planning

$89.00

In formulating their trust and estate plans, clients often want to set up benchmarks of achievement before distributions or gifts are made. These benchmarks often involve educational attainment – i.e., that a child obtain a college degree by a certain.  But they may involve more difficult to measure benchmarks or life goals that are arguably not appropriate – i.e., that a child marry or have children of their own by a certain age.  Conditional gifts can easily lead to resentments among beneficiaries, questionable enforceability, disputes, and fiduciary litigation.  This program will provide you with a practical guide to conditional gifting using incentive trusts and other mechanisms, and counseling clients about the real limits and risks of conditional gifting.   Conditional gifting using incentive trusts and other mechanisms Establishing objectively measurable conditions for gifts or distributions Types of conditions or benchmarks – education, life goals, etc. What’s enforceable, what’s not – counseling clients about limits Choosing the right fiduciaries to administer conditional gifts/incentive trusts   Speaker: 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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/18/2024
    Presented
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Course1

LIVE REPLAY: Practical Lessons in Diversity, Equity & Inclusion in Law Practice

$89.00

This program will provide you with a practical guide to diversity, inclusion, and equity in law firms and in clients. The program will discuss the value of diversity and inclusion, including how it fosters collegiality, greater client value, and organizational and personal growth.  The panel will look at real world case studies of what types of diversity training work and help law firms – and also review those types of training that do not work. The program cover best practices not only for law firms but also for advising clients on developing diversity, inclusion, and equity training and practices.   Types of diversity – internal, external, organizational, and worldview Racial and ethnic, generational and age, gender, socio-economic diversity Training to raise awareness of unconscious bias v. promoting allyship and inclusivity What types of diversity training work – and what types do not work? Best practices in helping law firms and their clients grow in diversity, inclusion and equity   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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/19/2024
    Presented
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Course1

Guarantees in Real Estate Transactions

$89.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/20/2024
    Presented
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Course1

Drafting Indemnity Agreements in Business and Commercial Transactions

$89.00

Indemnity agreements are central to the risk allocation and limitation of liability system built into most transactionalarrangements. The indemnitor agrees to indemnify the indemnitee on the occurrence of certain events. The scope of liability in these agreements is very carefully defined, often including actual costs but excluding consequential damages or any damages arising from third-party claims. All of the pieces of the indemnity puzzle – scope, measure of damages, exclusions and procedures for cost recovery – must be very carefully considered, negotiated and drafted. This program will provide you with a practical guide to drafting key provisions of indemnity agreements in transactional agreements.    Scope of indemnity – indemnity v. hold harmless, damages v. liabilities, direct v. third-party claims Types of losses subject to indemnity – breaches of reps and warranties, covenants, losses, specific circumstances Determining recoverable damages and costs, including attorneys’ fees Implied or equitable indemnity – and use of disclaimers to limit liability Difference between the duty to defend v. indemnification  Procedure for claiming and obtaining indemnification reimbursements   Speakers: 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.   William J. Kelly, III is a founding member of Kelly Law Partners, LLC, and has more than 30 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. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/23/2024
    Presented
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Course1

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

$89.00

Lawyers must always be truthful in their representations. Yet they must be zealous in representing clients. The tension between these two principles is perhaps never as great as when the lawyer is negotiating for a client. The lawyer may make statements about the law or fact – or simply refrain from making statements because the lawyer knows certain facts or legal precedent are adverse to a client’s interest.   Lawyers may also boast, signaling that a client’s position is stronger than is, in fact, the case. Navigating these gray lines is the difference between ethical representation and impropriety. This program will provide you with a guide to ethical issues in negotiations.    Truthful representations v. zealous representations? Affirmative statements of fact, value or intent in settlements Silence about adverse law in negotiations Silence about facts unknown to an opponent or counter-party Silence about errors in settlement agreements or transactional documents Non-litigation work in another state – “temporary” practice   Speakers: 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. 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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/26/2024
    Presented
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LIVE REPLAY: The Great Reckoning: When Commercial Real Estate Loans Come Due

$89.00

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.   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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/27/2024
    Presented
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LIVE REPLAY: Ethics and "Virtual Law Offices"

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/30/2024
    Presented
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LIVE REPLAY: Lawyer Ethics and Email

$89.00

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.      

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/31/2024
    Presented
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LIVE REPLAY: Roadmap of Venture Capital and Angel Funding, Part 2

$89.00

Rapidly growing companies often raise capital in “angel” or venture capital transactions.  Investors provide capital in exchange for carefully structured equity rights and frequently some form of governance rights. Investors also often provide the company with industry expertise, contacts, and access that may be as valuable as financial capital. These funding transactions can take a startup or more mature company to higher levels of growth. But they are complex transactions that can involve a dozen or more interrelated documents. This program will provide you with a practical guide to the stages and documentation of an angel or venture capital transaction.   Day 1: Current state of angel and venture capital markets & trends in deal terms Review of the suite of documents involved in most funding deals Methods of valuation and their impact on successive stages of investment Reviewing or drafting terms sheets – pitfalls and opportunities Angel investing – equity v. debt, common terms, impact on later venture capital funding   Day 2: Review of most highly negotiated terms in funding deals Investor protections – information  & veto rights, liquidity event rights Liquidation preferences, anti-dilution rights, and dividends Striking the right balance between founders/managers and investors on the board Options pools for founders, managers and employees   Speakers: Howard Bobrow is a partner in the Cleveland, Ohio office of Taft Stettinius & Hollister LLP, where he chairs the firm’s venture capital practice. He counsels private equity and venture capital firms, other institutional investors and angel investors on all aspects of acquisitions, dispositions, capital formation and private placements. He regularly represents and advises funds on their organization and formation, the fundraising process, governance matters, investments and compliance with pertinent regulations.   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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/3/2025
    Presented
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LIVE REPLAY: Percentage Rent Leases in Commercial Real Estate

$89.00

Percentage rent is used in retail leases where the landlord has bargaining power to demand a share of the tenant’s economic gains.  Demand for retail space may be high or a landlord’s specific location may be particularly attractive such that the tenant is willing to pay not only a fixed amount of rent but a share of its gross revenue.  These types of leases require a sophisticated understanding of the underlying economics of tenant’s business. These leases also require very careful drafting. How is gross revenue defined?  Is there a minimum amount or a maximum amount?  How are these numbers verified?  And what are all the related protections for the landlord or the tenant?  This program will provide you with a practical guide to negotiating and drafting percentage leases.   Circumstances where percentage rent is commonly seen Economics of percentage rent – landlord and tenant perspectives Defining key terms – “gross sales,” exclusions, percent of rent Determining thresholds – minimum rent, sliding scales Financial reporting and audit rights Important related provisions – non-competition, continuous use, payment terms   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.   Richard R. Goldberg is a retired partner, resident in the Philadelphia office of Ballard Spahr, LLP, where he established an extensive real estate practice, including development, financing, leasing, and acquisition.  Earlier in his career, he served as vice president and associate general counsel of The Rouse Company for 23 years.  He is past president of the American College of Real Estate Lawyers, past chair of the Anglo-American Real Property Institute, and past chair of the International Council of Shopping Centers Law Conference.  Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/8/2025
    Presented
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LIVE REPLAY: 2024 Ethics and Social Media Update

$89.00

Lawyers use social media technology to collect and share information, and communicate with others, not only personally but also when acting as lawyers. Important and probative information about a case can be more easily found on social media than elsewhere. Social media is also easily used to communicate with existing or potential clients, colleagues or opposing lawyers, and the public. These and other uses of social media raise substantial ethical issues for lawyers – competence, confidentiality, preservation of the attorney-client privilege, and honesty.  This program will provide you with a practical guide to ethical issues when lawyers use social media for communication purposes in law practice.   Communicating with parties, opposing attorneys, and witnesses via social media Researching jurors, parties, witnesses and judges via social media Ethical issues with blogging, e-newsletters/law updates to clients, posting video “Friending” or otherwise connecting with judges, witnesses and others on social media Trends in texting, confidentiality, and discoverability Using web sites, online advertising and social media for client development   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.      

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/27/2025
    Presented
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Communicating in Opposing Counsel & the Courts: Professionalism and Ethics

$89.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/29/2025
    Presented
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