Course1

Liquidation: Legal Issues When a Client Decides to Close a Business

$59.00

Planning for an LLC’s eventual liquidation can be as important as formation. Well planned and efficient liquidations help LLC members preserve value. Messy liquidations are costly and rapidly diminish value. Whether triggered by a provision in a buy/sell agreement or on the basis of a statutory provision, liquidations are a process of marshaling assets, providing a variety of notices, satisfying debts and other liabilities, and eventually liquidating distributions to LLC members. When planned and managed effectively, the process can preserve substantial value for clients. This program will provide you with a practical guide to liquidations of LLCs. Statutory bases for voluntary LLC dissolution and how they are triggered by members Judicial/non-voluntary bases for LLC dissolution Planning for eventual dissolution of an LLC in buy/sell agreements Process of dissolution, winding up and termination – and practical consequences of each step Drafting statements of dissolution Summary of tax consequences of distributions of various type of property   Herrick K. Lidstone, Jr. is a shareholder in the law firm of Burns Figa & Will P.C.  His practice focuses in the areas of business transactions, including taxation, limited liability company and corporate formation and organization, mergers and acquisitions, and securities.  He is the author of the Securities Law Deskbook (2006-2016 (CLE in Colorado, Inc.)), Limited Liability Companies and Partnerships In Colorado (2015-2017, with Allen Sparkman (CLE in Colorado, Inc.)), and Federal Income Taxation of Corporations (6th Ed., with William Krems and Richard Robinson (ALI-ABA, 1989)). He has served as an adjunct professor of law at the University of Denver Sturm College of Law and the University of Colorado School of Law.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/2/2024
    Presented
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Course1

Buying, Selling and Exchanging Partnership and LLC Interests

$59.00

As LLCs have become the default choice of entity for most businesses, sales and exchanges of LLC membership interests are commonplace. Despite the frequency of sales and exchanges, exactly what rights of the seller the buyer succeeds to is often mistaken and these mistakes can lead to dispute and litigation. By default, transferees succeed only to the economic interests of the transferor. They do not succeed to the transferor’s governance rights. If governance rights are part of the underlying bargain, the consent of the LLC’s other members generally must be sought.  This program will provide you with a practical guide to drafting and planning for the sale and exchange of LLC interests.   Selling/exchanging LLC and partnership interests and effective alternatives Succession to economic rights of seller v. management and information rights Tax consequences to the entity and buyers/sellers in sales/exchanges of entity interests Disguised sales of LLC/partnership interests – and techniques to avoid adverse tax impact Constructive terminations and their adverse tax consequences Distributions and other alternative to sales and exchanges of LLC/partnership interests   Speaker: C. Ben Huber is a partner in the Denver office of Greenburg Traurig, LLP, where he has a broad transactional practice encompassing mergers and acquisitions, restructurings and reorganizations, corporate finance, capital markets, venture funds, commercial transactions and general corporate law.  He also has substantial experience as counsel to high tech, biotech and software companies in the development, protection and licensing of intellectual property.  His clients include start-up companies, family- and other closely-held businesses, middle market business, Fortune 500 companies, venture funds and institutional investors.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/6/2024
    Presented
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Course1

Piercing the Entity Veil: Individual Liability for Business Acts

$59.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/12/2024
    Presented
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Course1

Letters of Intent in Business Transactions

$59.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/13/2024
    Presented
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Course1

Drafting Indemnity Agreements in Business and Commercial Transactions

$59.00

Indemnity agreements are central to the risk allocation and limitation of liability system built into most transactionalarrangements. The indemnitor agrees to indemnify the indemnitee on the occurrence of certain events. The scope of liability in these agreements is very carefully defined, often including actual costs but excluding consequential damages or any damages arising from third-party claims. All of the pieces of the indemnity puzzle – scope, measure of damages, exclusions and procedures for cost recovery – must be very carefully considered, negotiated and drafted. This program will provide you with a practical guide to drafting key provisions of indemnity agreements in transactional agreements.    Scope of indemnity – indemnity v. hold harmless, damages v. liabilities, direct v. third-party claims Types of losses subject to indemnity – breaches of reps and warranties, covenants, losses, specific circumstances Determining recoverable damages and costs, including attorneys’ fees Implied or equitable indemnity – and use of disclaimers to limit liability Difference between the duty to defend v. indemnification  Procedure for claiming and obtaining indemnification reimbursements   Speakers: Joel R. Buckberg is a shareholder in the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. and chair of the firm’s commercial transactions and business consulting group. He has more than 45 years’ experience structuring and drafting commercial, corporate and business transactions.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.   William J. Kelly, III is a founding member of Kelly Law Partners, LLC, and has more than 30 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/23/2024
    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.   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
  • 1/2/2025
    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.   Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/2/2025
    Presented
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Course1

LIVE REPLAY: Drafting Supply Agreements

$59.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/9/2025
    Presented
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Course1

LIVE REPLAY: Drafting Supply Agreements

$59.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/9/2025
    Presented
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Course1

Cybersecurity Breaches: How to Advise Clients When the Inevitable Happens

$59.00

TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/16/2025
    Presented
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Course1

Cybersecurity Breaches: How to Advise Clients When the Inevitable Happens

$59.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/16/2025
    Presented
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Course1

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.  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
  • 1/17/2025
    Presented
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Course1

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.  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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/17/2025
    Presented
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Course1

Protecting Your Clients' Trade Secrets: Masterclass, Part 1

$59.00

TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/22/2025
    Presented
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Course1

Protecting Your Clients' Trade Secrets: Masterclass, Part 1

$59.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/22/2025
    Presented
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Course1

Protecting Your Clients' Trade Secrets: Masterclass, Part 2

$59.00

TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/23/2025
    Presented
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Course1

Protecting Your Clients' Trade Secrets: Masterclass, Part 2

$59.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/23/2025
    Presented
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Course1

Tortious Interference, Good Faith & More: Business Torts, Part 1

$59.00

TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/28/2025
    Presented
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Course1

Tortious Interference, Good Faith & More: Business Torts, Part 1

$59.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/28/2025
    Presented
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Course1

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

$59.00

TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/29/2025
    Presented
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Course1

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

$59.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/29/2025
    Presented
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Course1

Cloud Contracts: Drafting and Reviewing IT Sourcing Agreements

$59.00

TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/5/2025
    Presented
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Course1

LIVE REPLAY: Joint Ventures Agreements in Business, Part 1

$59.00

Businesses frequently pool their resources – capital, expertise, marketing, distribution – in joint ventures, leveraging their individual strengths by partnering with companies with complementary strengths. There are many types of JVs – contractual strategic alliances, entity-based ventures, and other hybrid forms – each with its tradeoffs.  JV agreements involve contributions by the parties, allocating management control, access to information, ownership of jointly developed property, dispute resolution, and transfers of interests. This program will provide you with a practical guide to planning and drafting joint ventures.   Day 1 – August 14, 2024: Framework of considerations – formality, capital, tax issues, management control, exits Types of joint ventures – contractual strategic alliances v. shared entities v. hybrids Choice of entity – incorporated entities v. LPs and general partnerships v. LLCs Management, access to information, deadlocks and resolution   Day 2 – August 15, 2024: Contributions – capital, marketing and distribution expertise, intangible assets Economics – allocation of profits and losses, and distribution policies Transfers of JV interests – rights of first offer/refusal, restrictions on transfers, dissolution Ownership of jointly developed property – development of intellectual   Speaker: Peter J. Kinsella is a partner in the Denver office of Perkins Coie, LLP, where he has an extensive technology law practice focusing on advising start-up, emerging and large companies on technology-related commercial and intellectual property transaction matters.  Prior to joining his firm, he worked for ten years in various legal capacities with Qwest Communications International, Inc. and Honeywell, Inc.  Mr. Kinsella has extensive experience structuring and negotiating data sharing agreements, complex procurement agreements, product distribution agreements, OEM agreements, marketing and advertising agreements, corporate sponsorship agreements, and various types of patent, trademark and copyright licenses.  Mr. Kinsella received his B.S. from North Dakota State University and his J.D. from the University of Minnesota Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/6/2025
    Presented
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Course1

LIVE REPLAY: Joint Ventures Agreements in Business, Part 1

$59.00

Businesses frequently pool their resources – capital, expertise, marketing, distribution – in joint ventures, leveraging their individual strengths by partnering with companies with complementary strengths. There are many types of JVs – contractual strategic alliances, entity-based ventures, and other hybrid forms – each with its tradeoffs.  JV agreements involve contributions by the parties, allocating management control, access to information, ownership of jointly developed property, dispute resolution, and transfers of interests. This program will provide you with a practical guide to planning and drafting joint ventures.   Day 1 – August 14, 2024: Framework of considerations – formality, capital, tax issues, management control, exits Types of joint ventures – contractual strategic alliances v. shared entities v. hybrids Choice of entity – incorporated entities v. LPs and general partnerships v. LLCs Management, access to information, deadlocks and resolution   Day 2 – August 15, 2024: Contributions – capital, marketing and distribution expertise, intangible assets Economics – allocation of profits and losses, and distribution policies Transfers of JV interests – rights of first offer/refusal, restrictions on transfers, dissolution Ownership of jointly developed property – development of intellectual   Speaker: Peter J. Kinsella is a partner in the Denver office of Perkins Coie, LLP, where he has an extensive technology law practice focusing on advising start-up, emerging and large companies on technology-related commercial and intellectual property transaction matters.  Prior to joining his firm, he worked for ten years in various legal capacities with Qwest Communications International, Inc. and Honeywell, Inc.  Mr. Kinsella has extensive experience structuring and negotiating data sharing agreements, complex procurement agreements, product distribution agreements, OEM agreements, marketing and advertising agreements, corporate sponsorship agreements, and various types of patent, trademark and copyright licenses.  Mr. Kinsella received his B.S. from North Dakota State University and his J.D. from the University of Minnesota Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 2/6/2025
    Presented
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Course1

LIVE REPLAY: Joint Ventures Agreements in Business, Part 2

$59.00

Businesses frequently pool their resources – capital, expertise, marketing, distribution – in joint ventures, leveraging their individual strengths by partnering with companies with complementary strengths. There are many types of JVs – contractual strategic alliances, entity-based ventures, and other hybrid forms – each with its tradeoffs.  JV agreements involve contributions by the parties, allocating management control, access to information, ownership of jointly developed property, dispute resolution, and transfers of interests. This program will provide you with a practical guide to planning and drafting joint ventures.   Day 1 – August 14, 2024: Framework of considerations – formality, capital, tax issues, management control, exits Types of joint ventures – contractual strategic alliances v. shared entities v. hybrids Choice of entity – incorporated entities v. LPs and general partnerships v. LLCs Management, access to information, deadlocks and resolution   Day 2 – August 15, 2024: Contributions – capital, marketing and distribution expertise, intangible assets Economics – allocation of profits and losses, and distribution policies Transfers of JV interests – rights of first offer/refusal, restrictions on transfers, dissolution Ownership of jointly developed property – development of intellectual   Speaker: Peter J. Kinsella is a partner in the Denver office of Perkins Coie, LLP, where he has an extensive technology law practice focusing on advising start-up, emerging and large companies on technology-related commercial and intellectual property transaction matters.  Prior to joining his firm, he worked for ten years in various legal capacities with Qwest Communications International, Inc. and Honeywell, Inc.  Mr. Kinsella has extensive experience structuring and negotiating data sharing agreements, complex procurement agreements, product distribution agreements, OEM agreements, marketing and advertising agreements, corporate sponsorship agreements, and various types of patent, trademark and copyright licenses.  Mr. Kinsella received his B.S. from North Dakota State University and his J.D. from the University of Minnesota Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/7/2025
    Presented
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Course1

LIVE REPLAY: Joint Ventures Agreements in Business, Part 2

$59.00

Businesses frequently pool their resources – capital, expertise, marketing, distribution – in joint ventures, leveraging their individual strengths by partnering with companies with complementary strengths. There are many types of JVs – contractual strategic alliances, entity-based ventures, and other hybrid forms – each with its tradeoffs.  JV agreements involve contributions by the parties, allocating management control, access to information, ownership of jointly developed property, dispute resolution, and transfers of interests. This program will provide you with a practical guide to planning and drafting joint ventures.   Day 1 – August 14, 2024: Framework of considerations – formality, capital, tax issues, management control, exits Types of joint ventures – contractual strategic alliances v. shared entities v. hybrids Choice of entity – incorporated entities v. LPs and general partnerships v. LLCs Management, access to information, deadlocks and resolution   Day 2 – August 15, 2024: Contributions – capital, marketing and distribution expertise, intangible assets Economics – allocation of profits and losses, and distribution policies Transfers of JV interests – rights of first offer/refusal, restrictions on transfers, dissolution Ownership of jointly developed property – development of intellectual   Speaker: Peter J. Kinsella is a partner in the Denver office of Perkins Coie, LLP, where he has an extensive technology law practice focusing on advising start-up, emerging and large companies on technology-related commercial and intellectual property transaction matters.  Prior to joining his firm, he worked for ten years in various legal capacities with Qwest Communications International, Inc. and Honeywell, Inc.  Mr. Kinsella has extensive experience structuring and negotiating data sharing agreements, complex procurement agreements, product distribution agreements, OEM agreements, marketing and advertising agreements, corporate sponsorship agreements, and various types of patent, trademark and copyright licenses.  Mr. Kinsella received his B.S. from North Dakota State University and his J.D. from the University of Minnesota Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 2/7/2025
    Presented
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Course1

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
  • 2/10/2025
    Presented
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Course1

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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 2/10/2025
    Presented
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Course1

Cloud Contracts: Drafting and Reviewing IT Sourcing Agreements

$59.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 2/14/2025
    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.   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/> .

  • Audio Webcast
    Format
  • 60
    Minutes
  • 2/25/2025
    Presented
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