Course1

LIVE REPLAY: Tortious Interference, Good Faith & More: Business Torts, Part 2

$59.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counterparties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will provide you with a practical framework for understanding the range of business torts and real-world defenses.   Day 1: TRADE SECRETS: UTSA DTSA Essential Elements Defense Damages Practice Pointers Day 2: BUSINESS TORTS THAT APPEND TRADE SECRET LITIGATION: New employees – business torts applicable to recruiting and hiring new workers Trade secret misappropriation by departing employees Non-competition, non-solitation and forfeiture agreements – validity, enforceability when an employee departs, and practical usefulness   Speaker:   William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/21/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Tortious Interference, Good Faith & More: Business Torts, Part 2

$59.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counterparties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will provide you with a practical framework for understanding the range of business torts and real-world defenses.   Day 1: TRADE SECRETS: UTSA DTSA Essential Elements Defense Damages Practice Pointers Day 2: BUSINESS TORTS THAT APPEND TRADE SECRET LITIGATION: New employees – business torts applicable to recruiting and hiring new workers Trade secret misappropriation by departing employees Non-competition, non-solitation and forfeiture agreements – validity, enforceability when an employee departs, and practical usefulness   Speaker:   William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/21/2026
    Presented
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Course1

Earnouts: Taking a Wait and See Approach to Valuation of Closely Held Companies

$59.00

Transform valuation uncertainty into deal opportunity through sophisticated earnout structures that bridge buyer-seller valuation gaps while aligning post-closing interests in business acquisition transactions. This specialized program addresses the complex legal and business considerations that determine earnout success or failure. Master the art of structuring contingent consideration arrangements that facilitate deal completion while protecting all parties' interests.   Design earnout metrics and measurement periods that fairly reflect business performance and value creation Draft calculation and payment provisions that prevent disputes while ensuring accurate earnout determinations Address management and operational control issues affecting earnout achievement during measurement periods Navigate accounting and financial reporting requirements affecting earnout calculation and verification   Speaker: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/22/2026
    Presented
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Course1

Earnouts: Taking a Wait and See Approach to Valuation of Closely Held Companies

$59.00

Transform valuation uncertainty into deal opportunity through sophisticated earnout structures that bridge buyer-seller valuation gaps while aligning post-closing interests in business acquisition transactions. This specialized program addresses the complex legal and business considerations that determine earnout success or failure. Master the art of structuring contingent consideration arrangements that facilitate deal completion while protecting all parties' interests.   Design earnout metrics and measurement periods that fairly reflect business performance and value creation Draft calculation and payment provisions that prevent disputes while ensuring accurate earnout determinations Address management and operational control issues affecting earnout achievement during measurement periods Navigate accounting and financial reporting requirements affecting earnout calculation and verification   Speaker: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/22/2026
    Presented
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Course1

LIVE REPLAY: Sophisticated Choice of Entity, Part 1

$59.00

Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.    Day 1: Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.   Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/5/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Sophisticated Choice of Entity, Part 1

$59.00

Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.    Day 1: Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.   Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/5/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Sophisticated Choice of Entity, Part 2

$59.00

Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.    Day 1:  Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights   Day 2:  Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.   Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/6/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Sophisticated Choice of Entity, Part 2

$59.00

Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.    Day 1:  Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights   Day 2:  Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.   Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/6/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Exit Rights in Business Agreements

$59.00

Separation is inevitable—your documents should make it orderly, fast, and fair. We break down exit mechanics across LLC, partnership, and closely held corporate structures with a focus on valuation and dispute prevention. Leave with practical tools to negotiate terms that work when relationships don’t.   Compare tag-along, drag-along, and rights of first refusal. Design buy-sell triggers for death, disability, deadlock, and breach. Choose valuation methods, appraiser processes, and payment terms. Use covenants and release language to minimize post-exit litigation.   Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues. Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen. She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions. She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/9/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Exit Rights in Business Agreements

$59.00

Separation is inevitable—your documents should make it orderly, fast, and fair. We break down exit mechanics across LLC, partnership, and closely held corporate structures with a focus on valuation and dispute prevention. Leave with practical tools to negotiate terms that work when relationships don’t.   Compare tag-along, drag-along, and rights of first refusal. Design buy-sell triggers for death, disability, deadlock, and breach. Choose valuation methods, appraiser processes, and payment terms. Use covenants and release language to minimize post-exit litigation.   Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues. Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen. She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions. She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/9/2026
    Presented
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Course1

When Business Partners Want Out: Business Divorce, Part 1

$59.00

Navigate the emotionally charged and legally complex world of business partner disputes where personal relationships collide with commercial interests in conflicts that threaten business survival and personal financial security. This foundational program provides essential guidance on the legal and strategic considerations that govern business dissolution and partner exit scenarios. Master the fundamental concepts that drive successful resolution of partnership and shareholder disputes.   Understand legal grounds for involuntary dissolution and partner removal in different business entity structures Navigate valuation disputes and appraisal rights affecting partner buyout and asset distribution Address fiduciary duty breaches and their impact on partnership dissolution and damage calculations Design alternative dispute resolution strategies that preserve business value while resolving partner conflicts   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center. Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions. He also has extensive experience with compensation planning in closely held businesses. Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/12/2026
    Presented
SEE MORE
Course1

When Business Partners Want Out: Business Divorce, Part 1

$59.00

Navigate the emotionally charged and legally complex world of business partner disputes where personal relationships collide with commercial interests in conflicts that threaten business survival and personal financial security. This foundational program provides essential guidance on the legal and strategic considerations that govern business dissolution and partner exit scenarios. Master the fundamental concepts that drive successful resolution of partnership and shareholder disputes.   Understand legal grounds for involuntary dissolution and partner removal in different business entity structures Navigate valuation disputes and appraisal rights affecting partner buyout and asset distribution Address fiduciary duty breaches and their impact on partnership dissolution and damage calculations Design alternative dispute resolution strategies that preserve business value while resolving partner conflicts   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center. Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions. He also has extensive experience with compensation planning in closely held businesses. Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/12/2026
    Presented
SEE MORE
Course1

When Business Partners Want Out: Business Divorce, Part 2

$59.00

Navigate the emotionally charged and legally complex world of business partner disputes where personal relationships collide with commercial interests in conflicts that threaten business survival and personal financial security. This foundational program provides essential guidance on the legal and strategic considerations that govern business dissolution and partner exit scenarios. Master the fundamental concepts that drive successful resolution of partnership and shareholder disputes.   Compensation and retirement plan-based techniques for accomplishing a business divorce Special issues when a business divorce involves a distressed business Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce Important intellectual property issues, including customer lists, goodwill and trade secrets Preservation of valuable tax attributes   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center. Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions. He also has extensive experience with compensation planning in closely held businesses. Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/13/2026
    Presented
SEE MORE
Course1

When Business Partners Want Out: Business Divorce, Part 2

$59.00

Navigate the emotionally charged and legally complex world of business partner disputes where personal relationships collide with commercial interests in conflicts that threaten business survival and personal financial security. This foundational program provides essential guidance on the legal and strategic considerations that govern business dissolution and partner exit scenarios. Master the fundamental concepts that drive successful resolution of partnership and shareholder disputes.   Compensation and retirement plan-based techniques for accomplishing a business divorce Special issues when a business divorce involves a distressed business Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce Important intellectual property issues, including customer lists, goodwill and trade secrets Preservation of valuable tax attributes   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center. Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions. He also has extensive experience with compensation planning in closely held businesses. Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/13/2026
    Presented
SEE MORE
Course1

Business Torts, Part 1

$59.00

  Enter the complex world of business tort litigation where commercial relationships meet intentional interference and unfair competition claims that can result in significant damage awards and injunctive relief. This foundational program provides essential guidance on the legal theories and practical considerations that drive business tort claims and defenses. Master the fundamental concepts that govern commercial dispute resolution through tort-based litigation strategies.   Understand tortious interference claims affecting contractual relationships and business expectancies Navigate unfair competition and trade secret misappropriation claims and defenses Address business defamation and commercial disparagement theories affecting reputation-based damages Master conspiracy and civil RICO claims affecting multi-defendant business litigation scenarios   Speaker: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation. In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices. In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets. Earlier in career, he founded 15 Minutes Music, an independent music production company.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/24/2026
    Presented
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Course1

Business Torts, Part 1

$59.00

  Enter the complex world of business tort litigation where commercial relationships meet intentional interference and unfair competition claims that can result in significant damage awards and injunctive relief. This foundational program provides essential guidance on the legal theories and practical considerations that drive business tort claims and defenses. Master the fundamental concepts that govern commercial dispute resolution through tort-based litigation strategies.   Understand tortious interference claims affecting contractual relationships and business expectancies Navigate unfair competition and trade secret misappropriation claims and defenses Address business defamation and commercial disparagement theories affecting reputation-based damages Master conspiracy and civil RICO claims affecting multi-defendant business litigation scenarios   Speaker: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation. In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices. In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets. Earlier in career, he founded 15 Minutes Music, an independent music production company.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/24/2026
    Presented
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Course1

Business Torts, Part 2

$59.00

Advance your business tort expertise with sophisticated strategies for complex commercial litigation and specialized tort theories. This program builds on foundational concepts to address challenging situations including punitive damages, injunctive relief, and multi-jurisdictional enforcement. Develop the specialized knowledge required for the most complex business tort litigation in today's competitive commercial environment.   Master complex damages theories including lost profits, business valuation, and punitive damage calculations Navigate injunctive relief standards and enforcement procedures for business tort violations Address international business tort issues including cross-border enforcement and jurisdictional challenges Understand insurance coverage and indemnification issues affecting business tort liability and defense costs   Speaker: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation. In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices. In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets. Earlier in career, he founded 15 Minutes Music, an independent music production company.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/25/2026
    Presented
SEE MORE
Course1

Business Torts, Part 2

$59.00

Advance your business tort expertise with sophisticated strategies for complex commercial litigation and specialized tort theories. This program builds on foundational concepts to address challenging situations including punitive damages, injunctive relief, and multi-jurisdictional enforcement. Develop the specialized knowledge required for the most complex business tort litigation in today's competitive commercial environment.   Master complex damages theories including lost profits, business valuation, and punitive damage calculations Navigate injunctive relief standards and enforcement procedures for business tort violations Address international business tort issues including cross-border enforcement and jurisdictional challenges Understand insurance coverage and indemnification issues affecting business tort liability and defense costs   Speaker: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation. In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices. In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets. Earlier in career, he founded 15 Minutes Music, an independent music production company.

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/25/2026
    Presented
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Course1

Buying, Selling and Exchanging Partnership and LLC Interests

$59.00

Navigate the complex world of business entity interest transfers where tax considerations, valuation challenges, and structural limitations create sophisticated transaction planning requirements. This specialized program addresses the unique legal and business considerations that govern partnership and LLC interest transfers. Master the techniques that facilitate successful entity interest transactions while optimizing tax consequences and protecting all parties' interests.   Understand tax implications of partnership and LLC interest sales including Section 754 elections and basis adjustments Navigate transfer restrictions and consent requirements affecting entity interest marketability Address valuation challenges and appraisal rights in closely-held entity interest transactions Structure installment sales and earnout arrangements that optimize tax treatment while managing payment risk   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property. He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities. Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee. Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/9/2026
    Presented
SEE MORE
Course1

Buying, Selling and Exchanging Partnership and LLC Interests

$59.00

Navigate the complex world of business entity interest transfers where tax considerations, valuation challenges, and structural limitations create sophisticated transaction planning requirements. This specialized program addresses the unique legal and business considerations that govern partnership and LLC interest transfers. Master the techniques that facilitate successful entity interest transactions while optimizing tax consequences and protecting all parties' interests.   Understand tax implications of partnership and LLC interest sales including Section 754 elections and basis adjustments Navigate transfer restrictions and consent requirements affecting entity interest marketability Address valuation challenges and appraisal rights in closely-held entity interest transactions Structure installment sales and earnout arrangements that optimize tax treatment while managing payment risk   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
  • 12/9/2026
    Presented
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Course1

Piercing the Entity Veil: Individual Liability for Business Acts

$59.00

Navigate the critical boundaries between business entity protection and personal liability where corporate formalities meet equitable considerations in disputes that can expose individual assets to business creditor claims. This essential program examines the legal and practical factors that determine when entity protection fails and personal liability emerges. Master the strategies that preserve entity protection while understanding the risks that threaten limited liability benefits.   Understand the legal standards and factors courts apply in veil piercing analysis across different jurisdictions Identify common corporate formality failures that increase veil piercing risks in closely-held entities Address alter ego and instrumentality theories that expose individual liability for corporate obligations Implement governance practices and operational procedures that preserve entity protection and limited liability benefits   Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues. Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen. She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions. She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/15/2026
    Presented
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Course1

Piercing the Entity Veil: Individual Liability for Business Acts

$59.00

Navigate the critical boundaries between business entity protection and personal liability where corporate formalities meet equitable considerations in disputes that can expose individual assets to business creditor claims. This essential program examines the legal and practical factors that determine when entity protection fails and personal liability emerges. Master the strategies that preserve entity protection while understanding the risks that threaten limited liability benefits.   Understand the legal standards and factors courts apply in veil piercing analysis across different jurisdictions Identify common corporate formality failures that increase veil piercing risks in closely-held entities Address alter ego and instrumentality theories that expose individual liability for corporate obligations Implement governance practices and operational procedures that preserve entity protection and limited liability benefits   Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues. Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen. She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions. She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/15/2026
    Presented
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Letters of Intent in Business Transactions

$59.00

Master the strategic use of letters of intent as deal facilitation tools that manage transaction risk while preserving negotiation flexibility in complex business acquisition and partnership arrangements. This program provides comprehensive guidance on drafting LOIs that advance deal objectives without creating unintended legal obligations. Learn to structure preliminary agreements that protect client interests throughout the transaction development process.   Draft binding and non-binding provisions that clearly allocate risk and establish performance expectations Structure break-up fees and expense reimbursement provisions that protect deal investment while preserving flexibility Address material adverse change and closing condition provisions affecting deal risk allocation Navigate confidentiality and exclusivity arrangements that facilitate due diligence while protecting competitive information   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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/16/2026
    Presented
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Letters of Intent in Business Transactions

$59.00

Master the strategic use of letters of intent as deal facilitation tools that manage transaction risk while preserving negotiation flexibility in complex business acquisition and partnership arrangements. This program provides comprehensive guidance on drafting LOIs that advance deal objectives without creating unintended legal obligations. Learn to structure preliminary agreements that protect client interests throughout the transaction development process.   Draft binding and non-binding provisions that clearly allocate risk and establish performance expectations Structure break-up fees and expense reimbursement provisions that protect deal investment while preserving flexibility Address material adverse change and closing condition provisions affecting deal risk allocation Navigate confidentiality and exclusivity arrangements that facilitate due diligence while protecting competitive information   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/16/2026
    Presented
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Cybersecurity Breaches: How to Advise Clients When the Inevitable Happens

$59.00

This program will provide you with critical guidance on advising clients who experience a cybersecurity breach resulting in the release of sensitive information. Participants will learn best practices for assessing the scope of a breach, complying with notification laws, and mitigating potential legal and reputational risks. The program will cover key topics such as regulatory requirements, breach response planning, and strategies for minimizing liability. By the end of the session, attorneys will be equipped to effectively counsel clients through the legal and practical challenges of a data breach incident. Assessing the type and scope of the breach Engaging forensic teams Understanding scope of federal/state disclosure requirements Tradeoffs in determining whether to disclose and when Impact of emerging AI technologies in breaches   Speaker:    David Navetta is a prominent leader in privacy, information security and technology law. He has extensive experience counseling clients on novel and cutting-edge data protection issues, including data breach response, cybersecurity risk management, consumer and employee privacy, incident response planning and preparedness, technology transactions, vendor management, board of director advice and consultation, regulatory investigations, litigation and due diligence in corporate transactions. David serves as a “breach coach” on an approved panel for numerous cyber insurance carriers and companies, and he has helped some of the world’s top corporations to effectively respond to complex data security breaches and protect their enterprises. David’s clients range from startups to large Fortune 500 multinationals across a range of industries – including ecommerce, consumer products, name-brand, traditional brick-and-mortar companies, hotels and hospitality, social media, technology, professional services, healthcare, financial institutions and energy.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/16/2027
    Avail. Until
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Sales Agreements in Business Law: UCC Issues, Traps & Drafting Tips

$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. 

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/17/2027
    Avail. Until
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Protecting Your Clients' Trade Secrets: Masterclass, Part 1

$59.00

This program equips attorneys with the tools to advise clients on safeguarding their trade secrets in an increasingly digital and connected world. The session will cover strategies for protecting sensitive information from departing employees, addressing vulnerabilities in networked systems, and managing risks posed by artificial intelligence. Key topics include drafting enforceable non-compete and confidentiality agreements, implementing robust cybersecurity measures, and understanding AI's role in trade secret misappropriation. By the end of the program, attorneys will have practical strategies to help clients secure their proprietary information against both traditional and emerging threats. Day 1 Drafting and enforcing non-compete, non-disclosure, and confidentiality agreements to safeguard sensitive information. Addressing vulnerabilities in networked systems to prevent unauthorized access and data theft. Understanding the risks posed by artificial intelligence in identifying and exploiting trade secrets. Day 2 Legal remedies for trade secret misappropriation under state, federal, and international laws. Best practices for monitoring and securing proprietary information in the workplace. Guidance on employee training programs to ensure compliance with trade secret policies. Proactive strategies for handling trade secret disputes and minimizing litigation risks.   Speaker: James Pooley focuses on trade secret law and management, as an expert witness, advisor, litigator and neutral. He has authored or co-authored several major IP works, including his treatise Trade Secrets (Law Journal Press), the Patent Case Management Judicial Guide and the Trade Secret Case Management Judicial Guide (both published by the Federal Judicial Center). He recently released the second edition of his business book Secrets: Managing Information Assets in the Age of Cyberespionage. The Senate Judiciary Committee relied on Jim for expert testimony and advice regarding the 2016 Defend Trade Secrets Act. From 2009 to 2014 he managed the international patent system (PCT) at WIPO as Deputy Director General for Innovation and Technology. He has served as President of AIPLA, Chairman of the National Inventors Hall of Fame, Chair of the Sedona Conference Working Group 12 on Trade Secrets, and Co-Chair of the Trade Secrets Task Force of the International Chamber of Commerce. He has taught Trade Secret law at UC Berkeley. In 2016 Jim was inducted into the IP Hall of Fame in recognition of his contributions to the field.

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/22/2027
    Avail. Until
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Protecting Your Clients' Trade Secrets: Masterclass, Part 2

$59.00

This program equips attorneys with the tools to advise clients on safeguarding their trade secrets in an increasingly digital and connected world. The session will cover strategies for protecting sensitive information from departing employees, addressing vulnerabilities in networked systems, and managing risks posed by artificial intelligence. Key topics include drafting enforceable non-compete and confidentiality agreements, implementing robust cybersecurity measures, and understanding AI's role in trade secret misappropriation. By the end of the program, attorneys will have practical strategies to help clients secure their proprietary information against both traditional and emerging threats. Day 1 Drafting and enforcing non-compete, non-disclosure, and confidentiality agreements to safeguard sensitive information. Addressing vulnerabilities in networked systems to prevent unauthorized access and data theft. Understanding the risks posed by artificial intelligence in identifying and exploiting trade secrets. Day 2 Legal remedies for trade secret misappropriation under state, federal, and international laws. Best practices for monitoring and securing proprietary information in the workplace. Guidance on employee training programs to ensure compliance with trade secret policies. Proactive strategies for handling trade secret disputes and minimizing litigation risks.   Speaker: James Pooley focuses on trade secret law and management, as an expert witness, advisor, litigator and neutral. He has authored or co-authored several major IP works, including his treatise Trade Secrets (Law Journal Press), the Patent Case Management Judicial Guide and the Trade Secret Case Management Judicial Guide (both published by the Federal Judicial Center). He recently released the second edition of his business book Secrets: Managing Information Assets in the Age of Cyberespionage. The Senate Judiciary Committee relied on Jim for expert testimony and advice regarding the 2016 Defend Trade Secrets Act. From 2009 to 2014 he managed the international patent system (PCT) at WIPO as Deputy Director General for Innovation and Technology. He has served as President of AIPLA, Chairman of the National Inventors Hall of Fame, Chair of the Sedona Conference Working Group 12 on Trade Secrets, and Co-Chair of the Trade Secrets Task Force of the International Chamber of Commerce. He has taught Trade Secret law at UC Berkeley. In 2016 Jim was inducted into the IP Hall of Fame in recognition of his contributions to the field.

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/23/2027
    Avail. Until
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Tortious Interference, Good Faith & More: Business Torts, Part 1

$59.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counterparties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will provide you with a practical framework for understanding the range of business torts and real-world defenses.   Day 1: TRADE SECRETS: UTSA DTSA Essential Elements Defense Damages Practice Pointers Day 2: BUSINESS TORTS THAT APPEND TRADE SECRET LITIGATION: New employees – business torts applicable to recruiting and hiring new workers Trade secret misappropriation by departing employees Non-competition, non-solitation and forfeiture agreements – validity, enforceability when an employee departs, and practical usefulness   Speaker:   William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/28/2027
    Avail. Until
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Tortious Interference, Good Faith & More: Business Torts, Part 2

$59.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counterparties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will provide you with a practical framework for understanding the range of business torts and real-world defenses.   Day 1: TRADE SECRETS: UTSA DTSA Essential Elements Defense Damages Practice Pointers Day 2: BUSINESS TORTS THAT APPEND TRADE SECRET LITIGATION: New employees – business torts applicable to recruiting and hiring new workers Trade secret misappropriation by departing employees Non-competition, non-solitation and forfeiture agreements – validity, enforceability when an employee departs, and practical usefulness   Speaker:   William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/29/2027
    Avail. Until
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