Course1

LIVE REPLAY: Exit Strategies: Selling Companies to Employees, Part 2

$59.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/14/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Exit Strategies: Selling Companies to Employees, Part 1

$59.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/13/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Drafting Sales Agreements: UCC Issues and More

$59.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/24/2021
    Presented
SEE MORE
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   Speaker: Howard Bobrow is a partner in the Cleveland, Ohio office of Taft Stettinius & Hollister LLP, where he chairs the firm’s venture capital practice. He counsels private equity and venture capital firms, other institutional investors and angel investors on all aspects of acquisitions, dispositions, capital formation and private placements. He regularly represents and advises funds on their organization and formation, the fundraising process, governance matters, investments and compliance with pertinent regulations.  Mr. Bobrow earned his B.S. from Miami University and his J.D. from Case Western Reserve University School of Law.   Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/8/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: 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.  Mr. Buckberg received his B.S. form Union College, his M.B.A. from Vanderbilt University, and his J.D. from Vanderbilt University School of Law. 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.  Mr. Kelly earned his B.A. from Tulane University and his J.D. from St. Louis University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 9/20/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: MAC Clauses in Business Transactions

$59.00

Material Adverse Change (MAC) clauses are common in most businesstransactions. These clauses allocate among the parties the risk of a MAC occurring between the execution of transactional documents and closing the underlying transaction.  Sellers want certainty that a sale or other transaction will close and argue that the MAC clause should be very narrowly drafted. Buyers want maximum flexibility and will argue that anything that makes the transaction unattractive should constitute a MAC.  Between those two opposing views are a host of narrow and technical but important details that need to be negotiated, details which will determine whether the transaction is successfully closed, efficiently and cost-effectively terminated, or devolves into dispute and litigation. This program will provide you with a practical guide using and drafting MAC clauses in transactions.   Drafting “Material Adverse Change” provisions and carve-outs Forms of MACs – closing conditions or representations? Practical process of “proving” a MAC occurred, including burden of proof What happens to the transaction if a MAC occurred? Spotting red flags when drafting MAC clauses and best practices to reduce the 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
  • 9/10/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Closely Held Company Merger & Acquisitions, Part 1

$59.00

  Mergers or buyouts of closely held companies are a complex, multifaceted process.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements and distributions to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies. Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2 : Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speakers: Daniel G. Straga is an attorney in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  Mr. Straga earned his J.D. from the George Washington University Law School and his B.A. from the University of Delaware.   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.  Ms. Molyneaux received her B.A., with distinction, from American University of Beirut and her J.D., magna cum laude, from the University of Richmond School of Law.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 9/8/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Due Diligence in Business Transactions

$59.00

Due diligence, often guided by lawyers, is essential to the success of major business transactions and poorly planned or conducted diligence can contribute to a buyer not getting the benefit of its bargain.  Diligence helps confirm essential assumptions about the value of a transaction and aids the discovery of unknown liabilities. There’s also a subtle relationship between the content of diligence and the time allowed to conduct it.  In more robust market environments, sellers have the upper hand and can limit diligence, making the process about time allocation and risk management. This program will provide you with a practical guide to planning the diligence process, understanding the most important areas of inquiry depending on the type of transaction, and review checklists.   What to diligence, utilizing experts, and managing the process and time Impact of market environment on the length and scope of diligence Checklists – what information do you need to get, from whom, and on what timeline? Hard assets v. soft assets – how to diligence the validity and title to each Contracts with suppliers and customers – ensuring stability and visibility of revenue Financial records and statements – what should attorneys look for?   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
  • 7/12/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Drafting Liquidated Damages Clauses

$59.00

Liquidated damages clauses are a risk allocation tool used across business, commercial, real estate and sometimes employment agreements.  On the occurrence of certain carefully defined triggering events, the breaching party is liable for the liquidated damages amount.  Triggering events run the gamut from failure to deliver marketable products on a timely basis to early termination of an employment contract. Though these clauses are intended reduce the risk of post-closing litigation over damages, the scope of damages is not always knowable at closing and poorly drafted clauses may cause more litigation. This program will provide you a real world guide to the essential elements of enforceable liquidated damages clauses.   Law governing liquidated damages clauses Elements of clauses – damages difficult to quantify and liquidated amount reasonably related to actual damages Guidance on optionality, specificity, self-justification, and triggers Circumstances in which clauses are most effectively used – and those where they are ineffective Practical tips of enhancing enforceability and collecting damages   Speaker: Shannon M. Bell is a member with Kelly & Walker, LLC, where has 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 office liability, piercing the corporate veil, and derivate actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/8/2021
    Presented
SEE MORE
Course1

Drafting Buy/Sell Agreements for Closely Held Companies, Part 2

$59.00

There is rarely a liquid market for the sale or exchange of ownership interests in closely-held companies.  Buy/sell agreements fix that problem by creating a market among the owners of a company, providing a mechanism for owners to liquidate their interests in a reliable manner. The owners may agree to buy and sell interests among themselves on the occurrence of certain events and using certain valuation metrics, or they may agree that the company itself will redeem an owner’s interest. Without these agreements, there is often no alternative for an owner to cash out, short of liquidating the company. This program will provide you with a practical guide to the different types of buy/sell agreements, drafting the essential provisions of each, and common negotiating and drafting tips.   Day 1: Types of buy/sell agreements – cross-purchase among owners, entity redemption, and hybrid approaches Most highly negotiated provisions of buy/sell agreements Triggering events – voluntary sale, retirement, death, bankruptcy of shareholder or member Valuation of interests – appraisals, formula clauses,comps, and dispute resolution Rights of first offer v. rights of first refusal, and sales to third parties   Day 2: Funding buy/sell arrangements  – payouts/earnouts over time, commercial borrowing, key-man insurance, other funding sources Special issues involving S Corps and unincorporated entities Drag-along and tag-along rights in buy/sell agreements Major tax issues in buy/sell agreements for buyer, seller and the entity   Speaker: Daniel G. Straga is counsel in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/23/2021
    Presented
SEE MORE
Course1

Drafting Buy/Sell Agreements for Closely Held Companies, Part 1

$59.00

  There is rarely a liquid market for the sale or exchange of ownership interests in closely-held companies.  Buy/sell agreements fix that problem by creating a market among the owners of a company, providing a mechanism for owners to liquidate their interests in a reliable manner. The owners may agree to buy and sell interests among themselves on the occurrence of certain events and using certain valuation metrics, or they may agree that the company itself will redeem an owner’s interest. Without these agreements, there is often no alternative for an owner to cash out, short of liquidating the company. This program will provide you with a practical guide to the different types of buy/sell agreements, drafting the essential provisions of each, and common negotiating and drafting tips.   Day 1: Types of buy/sell agreements – cross-purchase among owners, entity redemption, and hybrid approaches Most highly negotiated provisions of buy/sell agreements Triggering events – voluntary sale, retirement, death, bankruptcy of shareholder or member Valuation of interests – appraisals, formula clauses,comps, and dispute resolution Rights of first offer v. rights of first refusal, and sales to third parties   Day 2: Funding buy/sell arrangements  – payouts/earnouts over time, commercial borrowing, key-man insurance, other funding sources Special issues involving S Corps and unincorporated entities Drag-along and tag-along rights in buy/sell agreements Major tax issues in buy/sell agreements for buyer, seller and the entity   Speaker: Daniel G. Straga is counsel in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/22/2021
    Presented
SEE MORE
Course1

Drafting Escrow Agreements in Business & Commercial Transactions

$59.00

Every escrow agreement has a degree of intrinsic uncertainty.  Whether the agreement is for the release of money, property title, software code, or something else, the escrow agent must determine whether certain conditions have been met before releasing the property held in escrow.  That involves a degree of judgement, and like all judgments, subject to dispute.  In this sense, escrow agreements, which are intended to limit risk and enhance the certainty of a transaction, introduce another layer of risk. This puts a priority on carefully drafting the material details of the underlying transaction in as clear terms as possible.This program will provide you with a practical guide to drafting escrow agreements in transactions.   Defining conditions for release of property in basic, clear, explicit terms to reduce risk Drafting release instructions to tightly synchronize with the underlying transaction Inherent risks involved with escrow agent determinations Co-mingled and held in trust funds v. segregated funds Timing – how drafting too early might miss key terms in the underlying agreement Choosing the right escrow agent depending on the nature of the transaction Reducing escrow agent through E&O or other insurance   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
  • 5/20/2021
    Presented
SEE MORE
Course1

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

$59.00

The most highly negotiated provision of most transactions is price. Sellers want to maximize the value of the deal, putting the most optimistic spin historical and forward-looking projections.  Sellers take a more skeptical view, questioning the sustainability of growth and the accuracy of forecasts.  When differences over valuation cannotbe bridged, the parties may use an earnout, which allows them to both take a wait-and-see approach and still close the transaction. Earnouts generally involve a current payment from buyer to seller together with ongoing payments to the seller if the company performs as the seller projected.  But there are many drafting and operational traps when using earnouts.  This program will provide you with a practical guide to structuring and drafting earnouts to later disputes and litigation. Most highly negotiated and litigated provisions in earnout agreements Post-closing operations – control by buyer, but informational access to seller Defining key metrics – objective, measurable and potential traps Relationship of earnouts to senior debt and other preferential returns Debt issues and how it impacts financial results – and post-closing payments How earnouts are different than escrow and holdbacks   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 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. Daniel G. Straga is an attorney in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  Mr. Straga earned his J.D. from the George Washington University Law School and his B.A. from the University of Delaware. James DePaoli is an attorney in the Washington, D.C. office of Venable, LLP, where his practice focuses on corporate and commercial matters. He represents clients in the acquisition and disposition of assets and securities, mergers, and other business combinations and reorganizations. Mr. Paoli earned his B.S/B.A., magna cum laude, from Georgetown University and his J.D. from Duke University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/17/2021
    Presented
SEE MORE
Course1

From One Thing to Another: Business Entity Conversions & Domestication

$59.00

Choice of entity is not a one-time decision.  Business entities may choose to change their legal form for many reasons – changing tax laws, new investors that require a different form of entity, or market or regulatory conditions making a different form of entity the better choice. But whenever an entity is converted from one form to another, significant tax liability and corporate or partnership law issues arise.  One important consideration is how to modify the company’s underlying agreements to ensure basic economic arrangements among the owners remain intact.  This program will provide a real-world guide to entity conversions.   Conversions among C Corps, S Corps, partnerships and LLCs Strategies for minimizing tax on conversions Business and organizational law considerations when converting an entity Drafting issues in restating underlying company agreements Practical and tax traps when engaging in an entity conversion   Speaker: Elizabeth Fialkowski Stieff is an attorney in the Baltimore, Maryland office of Venable, LLP, where her practice focuses on corporate advisory matters, including mergers, acquisitions, and joint ventures, as well as tax controversies.  Prior to joining Venable, she was an associate in corporate and securities practice at a national law firm, where she advised clients on a variety of federal and state tax issues.  Before entering private practice, she served as a judicial clerk to Judge L. Paige Marvel of the United States Tax Court.  Ms. Stieff earned her B.A. from John Hopkins University and her J.D. and LL.M. from Georgetown University Law Center.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/13/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Baskets and Escrow in Business Transactions

$59.00

Identifying and hedging the risk of the unknown is one of the biggest risks in business documentation.  If unknown liabilities arise – or known liabilities are greater than anticipated –parties want recourse to address the economic loss.  “Caps” and “baskets” are used to address this problem.  Caps are the the total amount for which one party may be liable to the other party post-closing. “Baskets” are the amount of loss one party must incur, if any, before seeking recourse to the other party. The variations and interplay between caps and baskets can be highly complex. This program will provide you with a practical guide to the uses, types, and drafting traps of caps and baskets in business transactions. Types of “baskets” – “tipping baskets” v. “true deductibles” v. hybrids Negotiating “caps” – aggregates limits, specific carve-outs for fraud and other bad acts Intricate relationship between baskets and caps Drafting to reduce risk of dispute and enhance collectability of claims Use of escrow to ensure payment of indemnification claims   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
  • 5/10/2021
    Presented
SEE MORE
Course1

MAC Clauses in Business Transactions

$59.00

Material Adverse Change (MAC) clauses are common in most businesstransactions. These clauses allocate among the parties the risk of a MAC occurring between the execution of transactional documents and closing the underlying transaction.  Sellers want certainty that a sale or other transaction will close and argue that the MAC clause should be very narrowly drafted. Buyers want maximum flexibility and will argue that anything that makes the transaction unattractive should constitute a MAC.  Between those two opposing views are a host of narrow and technical but important details that need to be negotiated, details which will determine whether the transaction is successfully closed, efficiently and cost-effectively terminated, or devolves into dispute and litigation. This program will provide you with a practical guide using and drafting MAC clauses in transactions.   Drafting “Material Adverse Change” provisions and carve-outs Forms of MACs – closing conditions or representations? Practical process of “proving” a MAC occurred, including burden of proof What happens to the transaction if a MAC occurred? Spotting red flags when drafting MAC clauses and best practices to reduce the 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
  • 5/4/2021
    Presented
SEE MORE
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.  Mr. Buckberg received his B.S. form Union College, his M.B.A. from Vanderbilt University, and his J.D. from Vanderbilt University School of Law. 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.  Mr. Kelly earned his B.A. from Tulane University and his J.D. from St. Louis University School of Law.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/29/2021
    Presented
SEE MORE
Course1

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

$59.00

Rapidly growing companies often raise capital in “angel” or venture capital transactions.  Investors provide capital in exchange for carefully structured equity rights and frequently some form of governance rights. Investors also often provide the company with industry expertise, contacts, and access that may be as valuable as financial capital. These funding transactions can take a startup or more mature company to higher levels of growth. But they are complex transactions that can involve a dozen or more interrelated documents. This program will provide you with a practical guide to the stages and documentation of an angel or venture capital transaction. Day 1: Current state of angel and venture capital markets & trends in deal terms Review of the suite of documents involved in most funding deals Methods of valuation and their impact on successive stages of investment Reviewing or drafting terms sheets – pitfalls and opportunities Angel investing – equity v. debt, common terms, impact on later venture capital funding   Day 2: Review of most highly negotiated terms in funding deals Investor protections – information  & veto rights, liquidity event rights Liquidation preferences, anti-dilution rights, and dividends Striking the right balance between founders/managers and investors on the board Options pools for founders, managers and employees   Speaker: Howard Bobrow is a partner in the Cleveland, Ohio office of Taft Stettinius & Hollister LLP, where he chairs the firm’s venture capital practice. He counsels private equity and venture capital firms, other institutional investors and angel investors on all aspects of acquisitions, dispositions, capital formation and private placements. He regularly represents and advises funds on their organization and formation, the fundraising process, governance matters, investments and compliance with pertinent regulations.  Mr. Bobrow earned his B.S. from Miami University and his J.D. from Case Western Reserve University School of Law.   Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/27/2021
    Presented
SEE MORE
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   Speaker: Howard Bobrow is a partner in the Cleveland, Ohio office of Taft Stettinius & Hollister LLP, where he chairs the firm’s venture capital practice. He counsels private equity and venture capital firms, other institutional investors and angel investors on all aspects of acquisitions, dispositions, capital formation and private placements. He regularly represents and advises funds on their organization and formation, the fundraising process, governance matters, investments and compliance with pertinent regulations.  Mr. Bobrow earned his B.S. from Miami University and his J.D. from Case Western Reserve University School of Law.   Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/26/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: Choice of Entity for Service Businesses

$59.00

Familiar tradeoffs in choice of entity for businesses selling goods are scrambled when it comes to service-based businesses. This is particularly true with regard to tax law and the relatively new deduction for certain types of income in pass-through businesses. Choice of entity for service businesses also differ in consideration of distributions and employment taxes, incentive compensation and vesting of restricted ownership interests, and the eventual sale, liquidation or accession of new owners.  This program will provide you with practical guide to choice of entity for service businesses with special emphasis on the new tax law.   How the new deductions for pass-through income applies to service businesses What income and types of businesses are covered or not Regulatory, industry, finance and other non-tax considerations for service businesses Using multiple entities to achieve variable ownership, management and tax goals Converting entities if a prior choice of entity is no longer sound   Speaker: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/23/2021
    Presented
SEE MORE