Course1

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

$59.00

Whenever an attorney takes money from a client – for fees billed, to cover expenses, as a retainer, or held in trust – there are substantial ethical issues involved.  Many ethical complaints arise from accusations that an attorney mishandled funds. In billing and collecting fees and expenses, there are issues about whether the fees and expenses were explained in advance and are proper in relation to services provided.  If an attorney accepts credit cards from clients, there are significant issues related to disclosure, Truth-in-Lending laws, chargebacks, pass-through of merchant processing fees, and confidentiality.  In trust funds, there are issues of segregation of funds, accounting, and more. This program will provide you with a practical guide to the many ethical issues that arise when attorneys, clients, and money mix.   Traps in trust fund accounting and the risks of “set-offs” of disputed amounts Disclosure and documentation of trust accounting of client money Retainers – use, accounting, and regular communications Accepting credit card payments from clients –  pass-through processing fees, Truth-in-Lending, disclosure and confidentiality Confidentiality when a client has a dispute with his credit card company – ethical tension of client duties and contractual obligations Use of credit cards to fund a retainer and related trust fund accounting issues – trust funds v. operating funds   Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/30/2023
    Presented
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Course1

LIVE REPLAY: Diversity, Equity & Inclusion in Law Practice

$59.00

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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/31/2023
    Presented
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Course1

Exit Strategies: Selling Companies to Employees, Part 1

$59.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/1/2023
    Presented
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Course1

Exit Strategies: Selling Companies to Employees, Part 2

$59.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/2/2023
    Presented
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Course1

Drafting Employment Agreements for Commission-based Employees

$59.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/3/2023
    Presented
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Course1

LIVE REPLAY: Roadmap of Venture Capital and Angel Funding, Part 1

$59.00

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.  Mr. Bobrow earned his B.S. from Miami University and his J.D. from Case Western Reserve University School of Law. Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/6/2023
    Presented
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Course1

LIVE REPLAY: Roadmap of Venture Capital and Angel Funding, Part 2

$59.00

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.  Mr. Bobrow earned his B.S. from Miami University and his J.D. from Case Western Reserve University School of Law. Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/7/2023
    Presented
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Course1

2023 Ethics Update, Part 1

$59.00

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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/8/2023
    Presented
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Course1

2023 Ethics Update, Part 2

$59.00

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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/9/2023
    Presented
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Course1

Trust in Estate Planning in 2023: A Year of Change & Challenge

$59.00

Trust and estate planning in 2022 will require navigating many rocky patches. There are new assets classes. Inflation is rising. We are still dealing with the ongoing effects of the pandemic. There is legislation pending to substantially alter the taxability of estates. Familiar planning platforms and techniques may no longer be efficacious as change unfolds.  Planning requires not only looking at the law as it is today but as it may change – perhaps dramatically – during the year. This program will provide you with a practical guide to planning in the uncertainty of 2022.   Tax legislation that will or has changed the taxability of estates Planning with rising inflation – and higher interest rates? Trends in valuation of estates with higher rates Considering how to handle new asset classes Planning for the ongoing effects of the pandemic   Speakers: Michael Sneeringer a partner in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA’s Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute.  Mr. Sneeringer received his B.A. from Washington & Jefferson College, his J.D., cum laude, St. Thomas University School of Law, and his LL.M. from the University of Miami School of Law. Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.  Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/10/2023
    Presented
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Course1

LIVE REPLAY: Ethics for Business Lawyers

$59.00

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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/13/2023
    Presented
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Course1

Due Diligence in Real Estate: How to Conduct and Use

$59.00

  This program will provide you with a real world guide to due diligence in real estate transactions – what information you need, where to get it, and the timeframes involved – depending on the type of transaction involved.  The relationship between the duration and depth of due diligence and the state of the market – how “hot” markets involve more risk because sellers or othersare reluctant to give lengthy diligence periods – will be discussed.  The program will also discuss using information obtained in diligence to draft specific reps and warranties. This program will provide you with a real-world guide to planning due diligence in real estate transaction – essential information to obtain depending on the transaction involved and how to tie that information the transaction’s reps and warranties.   Relationship between diligence and market conditions – willingness of sellers to cooperate or not Using diligence to draft specific reps and warranties Service contracts, condominium HOAs, and other contracts Review of leases, rent rolls, and financial statements Title work – liens and other encumbrances Zoning, regulatory and tax issues Notices of new or special tax assessments   Speaker: Richard R. Goldberg is a retired partner, resident in the Philadelphia office of Ballard Spahr, LLP, where he established an extensive real estate practice, including development, financing, leasing, and acquisition.  Earlier in his career, he served as vice president and associate general counsel of The Rouse Company for 23 years.  He is past president of the American College of Real Estate Lawyers, past chair of the Anglo-American Real Property Institute, and past chair of the International Council of Shopping Centers Law Conference.  Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute.  Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland School of Law.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/14/2023
    Presented
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Course1

Policies for Newly Distributed Workforces: How to Make the "New Office" Work

$59.00

In the aftermath of the pandemic, the nature of work has changed.  Employees expect more flexibility. Working from home is no longer a special accommodation.  Employees expect to work remotely, either all of the time or some of the time. Even employers that prefer or require in-person work are having to adapt workplace policies to reflect working-from-home.  This program will review the changing landscape of employment law as more employees work from home.   Revising employee handbooks to reflect flexible working schedules and remote work Online harassment and discrimination when working from home Security of work email, sensitive information, and files Tracking time worked and measuring productivity – does this work? “Hoteling” issues – when employees share office space on a rotating basis   Speaker:   Felicia Davis is an attorney in the Los Angeles office of Paul Hastings, LLP where she represents employers in all aspects of labor and employment law, including discrimination, retaliation, harassment, religious accommodation and wage and hour issues, in both single-plaintiff and class-action matters. She has also represented clients in disability access litigation under Title III. She has served as lead attorney on single and multi-plaintiff matters, successfully defending lawsuits alleging discrimination, retaliation, and wrongful discharge as well as collective bargaining agreement violations. She is a member of the ABA Labor and Employment Law Committee on Technology in the Practice and Workplace (Planning Committee). Ms. Davis received her B.A., cum laude, from Claremont McKenna College and her J.D. from the University of California at Los Angeles.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/14/2023
    Presented
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LIVE REPLAY: LLC/Partnerships Interests: Collateral, Pledges, and Security Interests

$59.00

LLC members, partners and S Corp shareholders frequently pledge their ownership stakes as collateral to fund their businesses or for personal purposes. Taking and perfecting a security interest in an ownership stake involves a complex set of choices and processes under UCC Article 9 and Article 8, federal securities law and organizational law, each implying risk and limitations on the secured party.  This program will provide you with a practical guide to taking and perfecting a security interest in a partnership, LLC or S Corp ownership stake, the practical remedies and choices available to secured parties on foreclosure, how to circumvent certain restrictions, and the impact of non-UCC law on taking a security interest.   How to take a security interest in partnership, LLC or S Corp ownership stake Relationship of Article 9 and Article 8, defining security interests in securities and investment properties Methods and mistakes in perfecting the security interest Restrictions on assignment and methods to circumvent Rights of secured parties, including the right buy, and foreclose strategies and traps Securities law and non-UCC legal issues   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/15/2023
    Presented
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Estate Planning for Digital Assets

$59.00

Some of the most valuable assets a client has are the most difficult to define, value, and transfer on death.  “Digital assets” – everything from digital music and pictures stored online, to bank and credit card reward programs, Facebook pages and online TurboTax files, bank and retirement account credentials – are a class of asset that every client has, yet planning for them is new.  These assets are not governed by a conventional set of federal or state laws, rather by a complex set of rules set by a variety of organizations, none of which are standardized but which planners need to understand nonetheless to satisfy client expectations.  This program will provide you guide to the nature of digital assets, how they are controlled, and how to plan for them.   Digital assets in estate planning – defining and transferring them on death How failure to plan for these assets can scuttle estate plans and disappoint client expectations Fiduciary access to digital assets under current law Practical planning for digital assets – what works, what doesn’t, and what’s not at all clear How user polices impact the planning process – what you need to know about how these assets are titled and controlled How federal law impacts the planning process and unconventional planning issues   Speaker: Michael Sneeringer an attorney in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA’s Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute.  Mr. Sneeringer received his B.A. from Washington & Jefferson College, his J.D., cum laude, St. Thomas University School of Law, and his LL.M. from the University of Miami School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/16/2023
    Presented
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The Ethics of Supervising Other Lawyers

$59.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/17/2023
    Presented
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Course1

Drafting Settlement Agreements in Civil Litigation

$59.00

A settlement in litigation is only as good as the settlement agreement.  The case may have stopped short of trial or stopped in the middle of trial as the parties realized that settlement was the best course of action, but preserving the informal agreement to settle places immense pressure on getting the underlying agreement right – not only settling the present dispute but preserving the settlement as things change over time. Understanding the law governing these agreements and carefully drafting their essential provisions – mutual releases, scope, financial terms, non-disclosure, non-disparagement– are essential to preserving the value of the settlement. This program will provide you with a practical guide to the essential provisions, traps and opportunities of litigation settlement agreements.   Framework of law governing settlement agreements Essential provisions of settlement agreements, including traps for the unwary Defining scope of settlement and mutual releases – either to prevent resumption of litigation or leave related litigation untouched Role of non-disclosure and non-disparagement provisions, violations and remedies. Enhancing the enforceability and decreasing the costs of settlement agreements   Speaker: Steven B. Malech is partner in the New York City office of Wiggin and Dana, LLP, where he is chair of the firm’s probate litigation practice group.  He is represents beneficiaries, fiduciaries and creditors in disputes involving alleged violations of the Prudent Investor Act and its predecessors, alleged breaches of fiduciary duty, disputed accountings, and will contests. He represents clients in cutting edge probate litigation matters involving trusts and estates with assets in the hundreds of millions of dollars. Mr. Malech received his B.A., with special honors, from the University of Texas and his J.D. from the Connecticut School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/21/2023
    Presented
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Lawyer Ethics and Texting

$59.00

Text messaging has become a mainstream form of communication.  Clients now routinely text their lawyers about pending matters.  They may ask about the status of a case, provide facts about a case, communicate decisions to a lawyer, or message other sensitive information.  These messages are often to a lawyer’s mobile phone that is used extensively for personal purposes, unsecured in their transmissions, and easily accessible by third parties. This new wave of lawyer-client communication raises many difficult ethical questions, including preservation of the attorney-client privilege.   This program will provide you with a guide to the major ethics issues when lawyers and their clients text message about pending matters.   Confidentiality issues involving unsecured transmission of texts involving sensitive case issues How to handle mobile phones used for both personal purposes and law practice Potential loss of the attorney-client privilege when text messages are accessible by third parties Tension among the duties of competence, prudence and to communicate with clients Understanding the ethical risks and counseling clients about the risks to their case when texting   Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/22/2023
    Presented
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LIVE REPLAY: The Ethics of Bad Facts and Bad Law

$59.00

Every lawyer wrestles with how to handle facts or law that is unfavorable to a client. There is a natural tension between a lawyer’s duty to be honest, on the one hand, and the lawyer’s duty to provide zealous representation of a client.  In some instances, bad facts or bad law must be disclosed.  In other instances, disclosure is not required. How this tension is resolved involves substantial ethical issues.  This program will discuss the ethics issues involved and how they may be resolved in a practical setting. Ethical issues surrounding the representation of adverse facts to tribunals and adversaries Disclosure of adverse legal precedents Required discloses of bad facts or law Timing issues – when must the disclosure occur? Related issues of confidentiality and the attorney-client privilege Ex parte communications with the courts – what’s ethically permissible, what’s not? 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/23/2023
    Presented
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LIVE REPLAY: Drafting Guarantees in Real Estate Transactions

$59.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/24/2023
    Presented
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LIVE REPLAY: Lawyer Ethics and Disputes with Clients

$59.00

Ethical tensions are perhaps never as great as when a lawyer is in dispute with a client. The dispute may arise over fees, communication, perceived conflicts of interest, or something else.  In these and other circumstances, the lawyer’s duties of loyalty, zealous representation and confidentiality are all brought into direct conflict with the lawyer’s interest in self-defense. In these extremely delicate circumstances, the lawyer must determine what information may disclosed in his or her self-defense, its impact on the attorney-client privilege, and what steps he or she can take to de-escalate the conflict.  This program will provide you with a real-world guide to the ethical issues for a lawyer when he or she is in conflict with a client.   Disputes involving lawyers’ fees, communications, unfavorable result of representation, conflicts of interest, malpractice claims Confidentiality and self-defense – what disclosure of confidences is permissible?   Waivers and engagement letters to prevent dispute – or mitigate their damage Permissible and mandatory withdrawals from a representation Special attorney-client privilege issues in these disputes   Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School. Elizabeth Treubert Simon is an ethics attorney in the Washington, D.C. office of Akin Gump Strauss Hauer & Feld LLP, where she advises on a wide range of ethics and compliance-related matters to support Akin Gump’s offices worldwide.  Previously, 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.   She received her B.A. and M.S. from the University of Pennsylvania and her J.D. from Albany Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/27/2023
    Presented
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How to Fix a Broken Trust: Decanting, Reformation & Other Tools

$59.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/28/2023
    Presented
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Ethical Issues for Small Law Firms: Technology, Paralegals, Remote Practice & More

$59.00

Solo and small firm practitioners wear many hats. They practice law but also run the office and manage all of its information technology – file storage, email, and Web sites.  They may supervise paralegals or contract attorneys. They also need to be attentive to developing new clients. Each of these and other roles comes with ethical issues and traps.  Email, file storage, and law firm web sites implicate issues of competence, confidentiality, and potentially the attorney-client privilege.  Supervising paralegals or junior attorneys implicates supervisory ethics and conflicts of interest.  Client development also implicates a range of ethics issues.  It’s a lot to manage for a firm of any size, but particularly for smaller firms.This program will provide you with a practical guide to major ethics issues for solo and small firm practitioners.   Ethical issues for small law firms and solo practitioners Technology – storing client files in “the Cloud,” email traps, and remote networks Pooled Resources – shared office/meeting space, shared support staff, shared technology Client Development – web sites and lawyer biographies, email/newsletters, social media, advertising and more Paralegals – training and billing, confidentiality and the attorney-client privilege Co-Counsel – ethical responsibilities when practicing with other lawyers   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. H. Michael Drumm is the founder and member of Drumm Law, LLC in Denver, Colorado, where he has an extensive franchise, trademark and business transactional practice.  He works with franchisors across industries nationwide helping them draft, file and renew their franchise Disclosure Documents and franchise agreements.  He has a specialty representing craft breweries to help them trademark their brands and protect their intellectual property. He has been repeatedly honored by Franchise Times magazine as a “Legal Eagle” and has been designated by the International Franchise Association as a “Certified Franchise Executive.”  Mr. Drumm received his BSBA from the University of Missouri-Columbia and his J.D. from the University of Texas School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 3/1/2023
    Presented
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Trust & Estate Planning for Religious and Philosophical Beliefs

$59.00

Every trust and estate plan reflects the values of the client.  These values are often rooted, consciously or not, in religious, philosophical or ethical belief systems.  Some clients choose to make these values explicit in their plans and documents.  This can be sensitive terrain for lawyers, not always familiar with integrating explicit religious, philosophical, and ethical statements into legal documents. Understanding the purposes of clients, advising clients about the real limits of what the law can accomplish or will allow, and drafting documents for these clients can be a major challenge.  This program will discuss advising clients about integrating religious, philosophical and ethical beliefs into their trust and estate plans.   Understanding and documenting client beliefs and the purposes they seek to achieve in trust and estate plans Counseling clients about what can be practically achieved and the limitations of law Anticipating possible post-mortem challenges and steps to enhance enforceability and mitigate litigation Practical guidance on drafting underlying legal or supplementary documents – and common traps   Speaker: Daniel L. Daniels is a partner in the Greenwich, Connecticut office of Wiggin and Dana, LLP, where his practice focuses on representing business owners, corporate executives and other wealthy individuals and their families.  A Fellow of the American College of Trust and Estate Counsel, he is listed in “The Best Lawyers in America,” and has been named by “Worth” magazine as one of the Top 100 Lawyers in the United States representing affluent individuals. Mr. Daniels is co-author of a monthly column in “Trusts and Estates” magazine.  Mr. Daniels received his A.B., summa cum laude, from Dartmouth College and received his J.D., with honors, from Harvard Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 3/2/2023
    Presented
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LIVE REPLAY: Defending Against IRS Audits of Closely Held Companies, Part 1

$59.00

This program will provide you with a practical guide to defending closely held businesses and owners against IRS audits and collection activity. The program will discuss counseling clients about what to expect in the process and preparing their documentation for review.  It will also cover assessing their potential liability and preparing strategies accordingly.  The differences between income and employment tax issues will also be covered. This program will provide you with real world guide to defending against IRS audit and collection activity of closely held companies.    Day 1 September 20, 2022: Ascertaining the IRS’s goals and determining a reasonable range of settlements Types of settlements and IRS settlement standards Appeals process and rates of success at each level Negotiating an audit settlement in anticipation of collections Collections process, defenses, and forms of penalty   Day 2 September 21, 2022: Counseling clients about the scope and nature of IRS collection activity IRS use of asset freezes – cash and liquid assets Liens and levies – and how to obtain releases Obtaining injunctive relief from collection activity Interrelationship of bankruptcy law and collection activity   Speakers: Stephen J. Turanchik is an attorney in the Los Angeles office of Paul Hastings, LLP, where his practice focuses on tax litigation at the state and federal levels as well as tax controversy work at the administrative levels. Before entering private practice, he is previously litigated for six years for the U.S. Department of Justice, Tax Division, where he litigated over 300 tax cases in federal, bankruptcy, state and probate court. He has also lectured at Loyola Law School and California State University, Fullerton on topics relating to tax litigation and is chair-elect of the executive committee of the Los Angeles Bar Association’s Tax Section. Mr. Turanchik received his B.A. from the College of the Holy Cross, his J.D. from Fordham University School of Law, and his LL.M. in Taxation from New York University School of Law. Lydia Turanchik is a partner in the Los Angeles office of Nardiello Turanchik, LLP, where her practice focuses on tax litigation and controversy matters against the United States Department of Justice, the Internal Revenue Service, and state tax agencies.  She has handled tax disputes at all levels, including audit, appeal, settlement, litigation and collection.  Before entering private practice, she was a trial attorney with the U.S. Department of Justice’s Tax Division in Washington, D.C.  Ms. Turanchik earned her B.A. from Tufts University, J.D. from Vermont Law School, and her LL.M. from Boston University.

  • Teleseminar
    Format
  • 60
    Minutes
  • 3/3/2023
    Presented
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LIVE REPLAY: Defending Against IRS Audits of Closely Held Companies, Part 2

$59.00

This program will provide you with a practical guide to defending closely held businesses and owners against IRS audits and collection activity. The program will discuss counseling clients about what to expect in the process and preparing their documentation for review.  It will also cover assessing their potential liability and preparing strategies accordingly.  The differences between income and employment tax issues will also be covered. This program will provide you with real world guide to defending against IRS audit and collection activity of closely held companies.    Day 1 September 20, 2022: Ascertaining the IRS’s goals and determining a reasonable range of settlements Types of settlements and IRS settlement standards Appeals process and rates of success at each level Negotiating an audit settlement in anticipation of collections Collections process, defenses, and forms of penalty   Day 2 September 21, 2022: Counseling clients about the scope and nature of IRS collection activity IRS use of asset freezes – cash and liquid assets Liens and levies – and how to obtain releases Obtaining injunctive relief from collection activity Interrelationship of bankruptcy law and collection activity   Speakers: Stephen J. Turanchik is an attorney in the Los Angeles office of Paul Hastings, LLP, where his practice focuses on tax litigation at the state and federal levels as well as tax controversy work at the administrative levels. Before entering private practice, he is previously litigated for six years for the U.S. Department of Justice, Tax Division, where he litigated over 300 tax cases in federal, bankruptcy, state and probate court. He has also lectured at Loyola Law School and California State University, Fullerton on topics relating to tax litigation and is chair-elect of the executive committee of the Los Angeles Bar Association’s Tax Section. Mr. Turanchik received his B.A. from the College of the Holy Cross, his J.D. from Fordham University School of Law, and his LL.M. in Taxation from New York University School of Law. Lydia Turanchik is a partner in the Los Angeles office of Nardiello Turanchik, LLP, where her practice focuses on tax litigation and controversy matters against the United States Department of Justice, the Internal Revenue Service, and state tax agencies.  She has handled tax disputes at all levels, including audit, appeal, settlement, litigation and collection.  Before entering private practice, she was a trial attorney with the U.S. Department of Justice’s Tax Division in Washington, D.C.  Ms. Turanchik earned her B.A. from Tufts University, J.D. from Vermont Law School, and her LL.M. from Boston University.

  • Teleseminar
    Format
  • 60
    Minutes
  • 3/6/2023
    Presented
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Ethical Issues in Contract Drafting

$59.00

Negotiating, drafting and reviewing contracts are processes fraught with ethical issues.  Negotiations sometimes require zealous advocacy, taking maximal positions; other times, they require delicacy and balance. Reviewing and drafting complex contracts is a similar ethical minefield. If you discover that the draft of a contract contains materially incorrect assumptions about the law but which will benefit your client, do you have the duty to disclose or correct the error?  In the same way, if the contract contains faulty assumptions about material facts, must you disclose those faulty assumptions?  And how do these rules apply when drafting a contract?  This program will provide you with a real world guide to the ethics of negotiating, drafting and reviewing contracts.   The law – when you know a counterparty has made faulty assumptions benefiting your client, must you say? The facts – when a counterparty makes faulty factual assumptions, must you correct? Ethics and rescission – are you ever ethically obligated to rescind or restate a contract? Ethics in negotiations – what’s the line between zealous representation and deception?    Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections.  For more than 20 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 3/7/2023
    Presented
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LIVE REPLAY: Parking: Special Issues in Commercial Leases

$59.00

The right of tenants – and their employees and customers – to park can be one of the most important elements of office and retail leases.  Physical space is often sparse and expensive, making parking spots even more dear. Tenants want absolute rights to parking and to ensure attendant services – e.g., snow removal, maintenance, etc. – while landlords want maximum flexibility, including the right to reclaim spots.  This program will provide you with a practical guide to spotting parking issues in commercial leases, and negotiating effective rights for your clients.    Demised spaces v. rights to park Types of rights to park – general rights v. exclusive rights Issues for lots v. parking garages Duties to patrol employee use of parking spots Economic issues for landlords and tenants, including CAM Parking as zoning issue – ratio of office/retail space to parking spots Reclamation of parking spots by landlord for later development   Speaker: Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 3/8/2023
    Presented
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Drafting Sales Agreements: UCC Issues and More

$59.00

The sale of goods is one of the most common forms of commercial transactions.  The sales contracts governing these transactions can be quite complex and they must all comply with the Uniform Commercial Code Article 2.  The UCC governs contract formation, express and implied warranties, and outlines forms of breach of contract and types of remedies.  Compliance with the code enhances enforceability of the contract and expedites remedies upon breach.  However, when its many requirements are overlooked, contracts for sale of goods may be invalid and the underlying transaction void. This program will provide you with a practical guide to drafting and reviewing contracts for the sale of goods under UCC Article 2.   “Battle of forms,” methods of acceptance or rejection, and electronic contracting Delivery, acceptance or rejection of goods by buyer Breaches for failure to deliver, non-conforming product, repudiation, failure to pay Types and measure of damages for breach of contract by seller or buyer Express and implied warranties – fitness for purpose, merchantability, title infringement Disclaimer of warranties and other techniques to limit scope of liability   Speaker: Christopher Tompkins is a partner in the Chicago office of Jenner & Block, LLP, where he counsels clients in such areas as breach of contract, the Uniform Commercial Code, equipment leasing, business torts, and intellectual property.  He has handled all phases of litigation in state and federal court and before arbitration tribunals, including pre-litigation investigation, motion practice, discovery, working with expert witnesses, trial and appeal.Previously, he served as a legislative intern for the National Council of Commissioners on Uniform State Laws where he worked on legislation related to commercial law.  Mr. Tompkins received his B.A., cum laude, from The Catholic University of America and his J.D., magna cum laude, from Loyola University Chicago School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 3/9/2023
    Presented
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LIVE REPLAY: Reps and Warranties in Business Transactions

$59.00

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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 3/10/2023
    Presented
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