Course1

Secured Transactions Practice: Security Agreements to Foreclosures, Part 2

$59.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/24/2020
    Presented
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Course1

The Ins-and-Out of Licensing Technology, Part 2

$59.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/7/2020
    Presented
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Course1

The Ins-and-Out of Licensing Technology, Part 1

$59.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/6/2020
    Presented
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Course1

Selling to Consumers: Sales, Finance, Warranty & Collection Law, Part 2

$59.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/19/2020
    Presented
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Course1

Selling to Consumers: Sales, Finance, Warranty & Collection Law, Part 1

$59.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/18/2020
    Presented
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Course1

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:

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/18/2020
    Presented
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Course1

LIVE REPLAY: "Boilplate" Provisions in Contracts: Overlooked Traps in Every Agreement

$59.00

The “back of the book” provisions of common business, commercial and real estate agreements are often labeled “boilerplate,” copied and pasted from earlier agreements. But when disputes arise, these overlooked provisions – related to damages, choice of law and forum, notice, integration, and amendments – can determine the fate transaction. These provisions, if not closely examined in the context of every agreement, can provide grounds for litigation – or threats of litigation. This program will provide you with a practical guide to drafting essential “boilerplate” provisions with an emphasis on reducing risk. Damages – types, limitations, drafting traps Choice of law/choice of forum – what the law allows v. what parties prefer Amendments – forms of written amendments, email, and course of dealing Notice – adapting methods to digital communication, traps Integration – conversations, extraneous writings, and assumptions Speaker:

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/9/2020
    Presented
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Course1

LLC/Partnerships Interests: Collateral, Pledges, and Security Interests

$59.00

LLC members, partners and S Corp shareholders frequently pledge their ownership stakes as collateral to fund their businesses or for personal purposes. Taking and perfecting a security interest in an ownership stake involves a complex set of choices and processes under UCC Article 9 and Article 8, federal securities law and organizational law, each implying risk and limitations on the secured party.  This program will provide you with a practical guide to taking and perfecting a security interest in a partnership, LLC or S Corp ownership stake, the practical remedies and choices available to secured parties on foreclosure, how to circumvent certain restrictions, and the impact of non-UCC law on taking a security interest. How to take a security interest in partnership, LLC or S Corp ownership stake Relationship of Article 9 and Article 8, defining security interests in securities and investment properties Methods and mistakes in perfecting the security interest Restrictions on assignment and methods to circumvent Rights of secured parties, including the right buy, and foreclose strategies and traps Securities law and non-UCC legal issues   Speaker:

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/23/2020
    Presented
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Course1

LIVE REPLAY: Drafting Business Service Agreements

$59.00

Companies are increasingly focused on their “core competencies,” outsourcing all other functions – sales, bookkeeping, IT, customer and product support, warranty work – to third party professionals and their companies.  Drafting agreements to capture this work is unlike drafting a conventional employment agreement.  It requires a sophisticated understanding of the service, benchmarks for performance and reporting, the protection of highly confidential business information, and much more. The underlying agreement must carefully create the complex interactions of all of these elements for the client to get the benefit of its bargain.  This program will provide you with a practical guide to drafting services agreements in business.  Drafting services agreements for “hard” and “soft” services Scope of services provided, modification of services, and relationship to fees Performance standards and timeliness of delivery of services Types of fee structures and common traps Ensuring ownership of key files, records, “know how,” customer lists, and trade secrets Issues related to sub-contracting, designation of agents, and assignment of the contract Conflicts of interest, limitation of liability, and indemnification    Speaker:  

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/31/2020
    Presented
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Course1

Revenue Share Agreements in Business

$59.00

Businesses frequently pool resources – capital, intellectual property, talent, other property – to pursue certain commercial opportunities.  In these arrangements, the companies involved agree to share revenue.  The concept is straight-forward but, as whenever finance meets the law, the implementation is more complex. Successful revenue share agreements depend on carefully defining gross revenue, allocable costs, and shareable revenue.  If these and other categories are not carefully planned and drafted, clients risk losing the benefit of their bargain and that loss may result in litigation. This program will provide you with a practical guide to drafting revenue share arrangements in business transactions. How companies use revenue share arrangements in business transactions Counseling clients about the benefits and risks of revenue sharing Defining the “pie” – how references to “gross revenue” can lead drafters astray Allocation of cash and non-cash expenses for purposes of defining sharable revenue Preferential returns of capital contributions before the revenue share   Speaker:

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/25/2020
    Presented
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Course1

"Boilplate" Provisions in Contracts: Overlooked Traps in Every Agreement

$59.00

The “back of the book” provisions of common business, commercial and real estate agreements are often labeled “boilerplate,” copied and pasted from earlier agreements. But when disputes arise, these overlooked provisions – related to damages, choice of law and forum, notice, integration, and amendments – can determine the fate transaction. These provisions, if not closely examined in the context of every agreement, can provide grounds for litigation – or threats of litigation. This program will provide you with a practical guide to drafting essential “boilerplate” provisions with an emphasis on reducing risk. Damages – types, limitations, drafting traps Choice of law/choice of forum – what the law allows v. what parties prefer Amendments – forms of written amendments, email, and course of dealing Notice – adapting methods to digital communication, traps Integration – conversations, extraneous writings, and assumptions Speaker:

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/7/2020
    Presented
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Course1

LIVE REPLAY: Successor Liability in Business Transactions

$59.00

It’s axiomatic that the sale of an asset does not carry with it the seller’s liabilities apart from any liability that may attach to the asset itself, such a lien. But there are substantial exceptions to this rule. In many instances, the asset buyer becomes liable, by operation of law, for the seller’s assets. If this liability arises, it can easily undo the basic economic assumptions of the parties entering the transaction. This program will provide you with a real world guide to identifying the risks of successor liability in transactions, including liability under common and statutory law, bankruptcy law, and discuss drafting techniques to reduce the risk of successor liability. Fact patterns giving rise to successor liability – business continuation, fraud, product line continuation, and more Buyer liability at UCC Article 9 foreclosure sales Successor liability under federal employment and environmental statutes and under state sales/use tax law Drafting techniques to limit or eliminate the risk of liability   Speaker: Bill Kelly is a founding member and managing partner of Kelly & Walker LLC with nearly 30 years’ experience in the areas of class action, commercial and employment litigation.  As national litigation counsel to several large companies, Bill has been lead trial counsel in over 18 states and U.S. territories.  Bill is an A/V Rated attorney in Martindale-Hubbell who has been listed as a Colorado Super Lawyer, a Top Lawyer in US News & World Report, and a leader in employment law by Chambers USA.  In a survey of Fortune 500 General Counsel, Bill has been named to BTI’s list of Client Service All Stars for 7 consecutive years.  Bill is a fellow of the Litigation Counsel of America Trial Lawyer’s Honor Society and a member of the International Association of Defense Counsel.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/27/2020
    Presented
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Course1

LIVE REPLAY: The Law of Consignments: How Selling Goods for Others Works

$59.00

In a consignment, the consignor, ships or transfers control of goods to a seller, the consignee, who agrees to market the property to buyers and pay over some portion of the sales proceeds to the consignor. The arrangement involves an intricate set of rights and obligations among the parties. There are also substantial and often overlooked risks, including that the consignee’s creditors may seek to claim a security interest in the consigned property.  If these risks are not properly understood and remedies not carefully considered, the consignor is at risk of loss. This program will provide you to the law of consignments, UCC Article 9 issues and risks, and provide practical tips for drafting consignment agreements. Structure of common consignment transactions Parties, rights and obligations – consignor as creditor, consignee as debtor, creditors Risks of loss to consignor and how it can protect itself against consignee’s creditors Consignor remedies for consignee breach Law of consignments and relationship to secured finance Circumstances when UCC Article 9 does not apply to consignments   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
  • 7/20/2020
    Presented
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Course1

LIVE REPLAY: Equipment Leases: Drafting & UCC Article 2A Issues

$59.00

Many companies lease rather than buy computers and servers, company cars and other capital equipment.  These leases are government by UCC Article 2A, an intricate set of provisions governing their validity, treatment, and enforcement.  If the lease is not properly drafted to comply with the UCC, it risks being re-characterized as a sale or a security interest, which give rise to substantially adverse financial and tax consequences. This program will also provide you with a practical guide to reviewing equipment leases, including spotting red flags and avoiding recharacterization. Types of equipment leases – “true” leases, synthetic leases, “lease to own” arrangements, and more Spotting red flags of financeable leases – and how to ensure UCC 2A compliance Rights and obligations of the parties – manufacturer, lessor and lessee – and remedies for breach Circumstances leading to re-characterization of a “true lease” as a sale or financing Adverse financial, tax and practical ramifications of lease re-characterization   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
  • 7/13/2020
    Presented
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