Course1

Contracts in Crisis: MAC Clauses Acts of God, and Planning for the Unexpected

$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.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/4/2025
    Presented
SEE MORE
Course1

Contracts in Crisis: MAC Clauses Acts of God, and Planning for the Unexpected

$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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/4/2025
    Presented
SEE MORE
Course1

Non-Disclosure Agreements: Key Provisions, Tradeoffs, and Enforceability

$59.00

Many business transactions, employment agreements, and litigation settlement agreements rest on the bedrock of the parties agreeing to keep confidential the terms of the underlying agreement.  These agreements, sometimes considered extended exercises in boilerplate, are more properly a complex array of terms defining what’s confidential, what’s not, what constitutes a breach, and how long confidentiality must be maintained.  As importantly, these agreements are not self-executing.  How a contractual breach is redressed – damages and injunctive relief – must also be carefully considered to enhance practical enforceability.  This program will provide you with a practical guide to drafting confidentiality and nondisclosure agreements in a range of settings to enhance effectiveness and enforceability. Framework of law governing enforceability Defining the scope of confidential information – and what’s not confidential Key terms – persons covered, duration of confidentiality, forms of breach, damages Practical enforceability – what can be done at the drafting stage? Common traps that lead to unenforceability Speakers: Shannon M. Bell is a partner with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.       

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/1/2025
    Presented
SEE MORE
Course1

Non-Disclosure Agreements: Key Provisions, Tradeoffs, and Enforceability

$59.00

Many business transactions, employment agreements, and litigation settlement agreements rest on the bedrock of the parties agreeing to keep confidential the terms of the underlying agreement.  These agreements, sometimes considered extended exercises in boilerplate, are more properly a complex array of terms defining what’s confidential, what’s not, what constitutes a breach, and how long confidentiality must be maintained.  As importantly, these agreements are not self-executing.  How a contractual breach is redressed – damages and injunctive relief – must also be carefully considered to enhance practical enforceability.  This program will provide you with a practical guide to drafting confidentiality and nondisclosure agreements in a range of settings to enhance effectiveness and enforceability. Framework of law governing enforceability Defining the scope of confidential information – and what’s not confidential Key terms – persons covered, duration of confidentiality, forms of breach, damages Practical enforceability – what can be done at the drafting stage? Common traps that lead to unenforceability Speakers: Shannon M. Bell is a partner with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.       

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/1/2025
    Presented
SEE MORE
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, and the protection of confidential business information. The underlying agreement must comprehend how all of these elements operate together.  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:   Joel R. Buckberg is a partner in the Nashville office of Baker Donelson, LLP.  He more than 40 years’ experience in corporate and business transactions.  His practice focuses on corporate and asset transactions and operations, particularly in hospitality, franchising and distribution.  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
  • 5/12/2025
    Presented
SEE MORE
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, and the protection of confidential business information. The underlying agreement must comprehend how all of these elements operate together.  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:   Joel R. Buckberg is a partner in the Nashville office of Baker Donelson, LLP.  He more than 40 years’ experience in corporate and business transactions.  His practice focuses on corporate and asset transactions and operations, particularly in hospitality, franchising and distribution.  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
  • 5/12/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: Confidentiality Agreements in Workplace

$59.00

Many business transactions, employment agreements, and litigation settlement agreements rest on the bedrock of the parties agreeing to keep confidential the terms of the underlying agreement.  These agreements, sometimes considered extended exercises in boilerplate, are more properly a complex array of terms defining what’s confidential, what’s not, what constitutes a breach, and how long confidentiality must be maintained.  As importantly, these agreements are not self-executing.  How a contractual breach is redressed – damages and injunctive relief – must also be carefully considered to enhance practical enforceability.  This program will provide you with a practical guide to drafting confidentiality and nondisclosure agreements in a range of settings to enhance effectiveness and enforceability.   Framework of law governing enforceability Defining the scope of confidential information – and what’s not confidential Key terms – persons covered, duration of confidentiality, forms of breach, damages Practical enforceability – what can be done at the drafting stage? Common traps that lead to unenforceability   Speaker: Shannon M. Bell is a partner with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/19/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: Confidentiality Agreements in Workplace

$59.00

Many business transactions, employment agreements, and litigation settlement agreements rest on the bedrock of the parties agreeing to keep confidential the terms of the underlying agreement.  These agreements, sometimes considered extended exercises in boilerplate, are more properly a complex array of terms defining what’s confidential, what’s not, what constitutes a breach, and how long confidentiality must be maintained.  As importantly, these agreements are not self-executing.  How a contractual breach is redressed – damages and injunctive relief – must also be carefully considered to enhance practical enforceability.  This program will provide you with a practical guide to drafting confidentiality and nondisclosure agreements in a range of settings to enhance effectiveness and enforceability.   Framework of law governing enforceability Defining the scope of confidential information – and what’s not confidential Key terms – persons covered, duration of confidentiality, forms of breach, damages Practical enforceability – what can be done at the drafting stage? Common traps that lead to unenforceability   Speaker: Shannon M. Bell is a partner with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/19/2025
    Presented
SEE MORE
Course1

Indemnity Agreements, in Business and Commercial Transactions: Types and Tradeoffs

$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
  • 5/21/2025
    Presented
SEE MORE
Course1

Indemnity Agreements, in Business and Commercial Transactions: Types and Tradeoffs

$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.  .

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/21/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: 2025 Commercial Code Update: Navigating New Business Law Frontiers

$59.00

The overlapping articles of the UCC impact most business, commercial and real estate transactions.  From the perfection of security interests to the enforceability of promissory notes and investment contracts to equipment leases and the sale of goods, the UCC plays a role in most significant transactions. This program, led by one of the nation’s leading authorities on the UCC, will provide you with a wide-ranging discussion of developments under the many articles of the UCC, including secured transactions, investment notes, sales, and equipment leasing.   Recent UCC developments for transactional attorneys Developments impacting commercial, business and real estate transactions UCC Article 9, asset-based transactions and secured transactions Sales of goods contracts Equipment leases, including computer equipment and capital equipment Notes, guarantees and letters of credit   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
  • 6/9/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: 2025 Commercial Code Update: Navigating New Business Law Frontiers

$59.00

The overlapping articles of the UCC impact most business, commercial and real estate transactions.  From the perfection of security interests to the enforceability of promissory notes and investment contracts to equipment leases and the sale of goods, the UCC plays a role in most significant transactions. This program, led by one of the nation’s leading authorities on the UCC, will provide you with a wide-ranging discussion of developments under the many articles of the UCC, including secured transactions, investment notes, sales, and equipment leasing.   Recent UCC developments for transactional attorneys Developments impacting commercial, business and real estate transactions UCC Article 9, asset-based transactions and secured transactions Sales of goods contracts Equipment leases, including computer equipment and capital equipment Notes, guarantees and letters of credit   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/9/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: 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.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/26/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: 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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/26/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: Client Funds: Common Pitfalls and How to Avoid

$59.00

This program provides attorneys with essential guidance on managing client funds to ensure compliance with ethical and legal obligations. Participants will learn about common mistakes, such as commingling funds, improper disbursements, and inadequate recordkeeping, that can lead to disciplinary actions. The program will also offer practical strategies and best practices for safeguarding client funds and maintaining accurate financial records. By the end of the session, attorneys will be better equipped to avoid pitfalls and uphold their fiduciary duties with confidence.   Understanding ethical rules and fiduciary duties related to managing client funds. Identifying common mistakes, such as commingling, misappropriation, and improper disbursements. Best practices for maintaining accurate trust account records and complying with financial reporting requirements. Practical strategies to safeguard client funds and avoid disciplinary actions or malpractice claims.   Speaker: Thomas E. Spahn is of counsel in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 2200 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 1100 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/3/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: Client Funds: Common Pitfalls and How to Avoid

$59.00

This program provides attorneys with essential guidance on managing client funds to ensure compliance with ethical and legal obligations. Participants will learn about common mistakes, such as commingling funds, improper disbursements, and inadequate recordkeeping, that can lead to disciplinary actions. The program will also offer practical strategies and best practices for safeguarding client funds and maintaining accurate financial records. By the end of the session, attorneys will be better equipped to avoid pitfalls and uphold their fiduciary duties with confidence.   Understanding ethical rules and fiduciary duties related to managing client funds. Identifying common mistakes, such as commingling, misappropriation, and improper disbursements. Best practices for maintaining accurate trust account records and complying with financial reporting requirements. Practical strategies to safeguard client funds and avoid disciplinary actions or malpractice claims.   Speaker: Thomas E. Spahn is of counsel in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 2200 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 1100 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/3/2025
    Presented
SEE MORE
Course1

Arbitration Agreements: Drafting for Business Success

$59.00

One of the biggest risks in most business, commercial, or real estate agreements is the risk of dispute and costly, protracted litigation. Arbitration agreements are one of the primary methods by which this substantial risk of loss is contained. Rather than the parties resorting to costly litigation, they are required to seek resolution of their dispute before a neutral arbiter, whose decision in the matter is final and cannot be litigated. Though these agreements are effective mechanisms for dispute resolution and cost containment, they are also highly controversial. This program will provide you with a practical guide the law governing arbitration agreements and drafting their major provisions.   Framework of law governing arbitration agreements Practical uses in business, commercial, and real estate transactions Circumstances where arbitration is effective v. ineffective Counseling clients about the benefits, risks, and tradeoffs of arbitration agreements Scope of arbitration, mandatory nature, and rules used Defining applicable law, arbiter selection, and method of arbitration Judgment on award, review by courts (if any), interim relief   Speaker: Shannon M. Bell is a partner with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/9/2025
    Presented
SEE MORE
Course1

Arbitration Agreements: Drafting for Business Success

$59.00

One of the biggest risks in most business, commercial, or real estate agreements is the risk of dispute and costly, protracted litigation. Arbitration agreements are one of the primary methods by which this substantial risk of loss is contained. Rather than the parties resorting to costly litigation, they are required to seek resolution of their dispute before a neutral arbiter, whose decision in the matter is final and cannot be litigated. Though these agreements are effective mechanisms for dispute resolution and cost containment, they are also highly controversial. This program will provide you with a practical guide the law governing arbitration agreements and drafting their major provisions.   Framework of law governing arbitration agreements Practical uses in business, commercial, and real estate transactions Circumstances where arbitration is effective v. ineffective Counseling clients about the benefits, risks, and tradeoffs of arbitration agreements Scope of arbitration, mandatory nature, and rules used Defining applicable law, arbiter selection, and method of arbitration Judgment on award, review by courts (if any), interim relief   Speaker: Shannon M. Bell is a partner with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/9/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: Client Funds: Common Pitfalls and How to Avoid

$59.00

This program provides attorneys with essential guidance on managing client funds to ensure compliance with ethical and legal obligations. Participants will learn about common mistakes, such as commingling funds, improper disbursements, and inadequate recordkeeping, that can lead to disciplinary actions. The program will also offer practical strategies and best practices for safeguarding client funds and maintaining accurate financial records. By the end of the session, attorneys will be better equipped to avoid pitfalls and uphold their fiduciary duties with confidence.   Understanding ethical rules and fiduciary duties related to managing client funds. Identifying common mistakes, such as commingling, misappropriation, and improper disbursements. Best practices for maintaining accurate trust account records and complying with financial reporting requirements. Practical strategies to safeguard client funds and avoid disciplinary actions or malpractice claims.   Speaker: Thomas E. Spahn is of counsel in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 2200 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 1100 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/16/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: Client Funds: Common Pitfalls and How to Avoid

$59.00

This program provides attorneys with essential guidance on managing client funds to ensure compliance with ethical and legal obligations. Participants will learn about common mistakes, such as commingling funds, improper disbursements, and inadequate recordkeeping, that can lead to disciplinary actions. The program will also offer practical strategies and best practices for safeguarding client funds and maintaining accurate financial records. By the end of the session, attorneys will be better equipped to avoid pitfalls and uphold their fiduciary duties with confidence.   Understanding ethical rules and fiduciary duties related to managing client funds. Identifying common mistakes, such as commingling, misappropriation, and improper disbursements. Best practices for maintaining accurate trust account records and complying with financial reporting requirements. Practical strategies to safeguard client funds and avoid disciplinary actions or malpractice claims.   Speaker: Thomas E. Spahn is of counsel in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 2200 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 1100 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/16/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: Cloud Contracts: Drafting and Reviewing IT Sourcing Agreements

$59.00

Virtually every organization outsources it information technology (IT) functions to third-party vendors.  Electronic files of every time – data and documents, video and audio – are stored on servers owned and maintained by third parties and located at off-site locations.  Telecom services are also commonly outsourced. The idea behind outsourcing these increasingly complex systems is that costs might be controlled and the difficulty of maintaining them becomes someone else’s task. But getting to that point lies beyond reviewing and negotiating highly complex IT outsource agreements involving performance and reliability, data security and privacy breaches, and warranty and indemnity.  This program will provide you with a practical guide to negotiating and drafting IT agreements with third-party vendors.   Performance standards for IT vendors, reliability, and Service Level Agreements Essential warranty and indemnity provisions – and spotting red flags Understanding how “The Cloud” works for contractual purposes Important data security, privacy and related liability concerns Drafting the underlying equipment lease and/or software license Reviewing fee structures in IT outsourcing agreements   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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/25/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: Cloud Contracts: Drafting and Reviewing IT Sourcing Agreements

$59.00

Virtually every organization outsources it information technology (IT) functions to third-party vendors.  Electronic files of every time – data and documents, video and audio – are stored on servers owned and maintained by third parties and located at off-site locations.  Telecom services are also commonly outsourced. The idea behind outsourcing these increasingly complex systems is that costs might be controlled and the difficulty of maintaining them becomes someone else’s task. But getting to that point lies beyond reviewing and negotiating highly complex IT outsource agreements involving performance and reliability, data security and privacy breaches, and warranty and indemnity.  This program will provide you with a practical guide to negotiating and drafting IT agreements with third-party vendors.   Performance standards for IT vendors, reliability, and Service Level Agreements Essential warranty and indemnity provisions – and spotting red flags Understanding how “The Cloud” works for contractual purposes Important data security, privacy and related liability concerns Drafting the underlying equipment lease and/or software license Reviewing fee structures in IT outsourcing agreements   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/25/2025
    Presented
SEE MORE
Course1

Secured Transactions/UCC 9 Masterclass: Soup to Nuts, Part 1

$59.00

Secured transactions are the most common form of commercial transaction and help finance businesses of every size.  They are governed by the complex provisions of UCC Article 9. Getting every detail in financing statements, security agreements, and perfection of credits is essential. Agreements can be costly and time consuming to draft, and full of risk. Failure to comply with UCC Article 9 in drafting security agreements, perfecting a creditor’s interest, or foreclosing a lien can easily cause the value of the underlying transaction to be lost.  This program will provide you with a real-world guide UCC Article 9 practice.   Day 1: Lifecycle of UCC Article 9 secured transactions Drafting cost-effective and enforceable security agreements What to do when something about the debtor changes – e.g., name, location, ownership Accounts receivable, inventory, equipment, intellectual property Anti-assignment provisions regarding collateral Enhancing enforceability of security agreements and reduce risks in foreclosure   Day 2: Framework for the foreclosure of personal property under UCC Article 9 Foreclosing on equipment, inventory, intellectual property, and accounts receivable Duties of junior creditors to senior creditors on foreclosure Rights to proceeds of foreclosure sales and reducing foreclosure costs Rights of guarantors Debtor remedies in the event of a secured party default Cost-efficient alternatives to foreclosures and circumstances when these alternatives are available   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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/19/2025
    Presented
SEE MORE
Course1

Secured Transactions/UCC 9 Masterclass: Soup to Nuts, Part 1

$59.00

Secured transactions are the most common form of commercial transaction and help finance businesses of every size.  They are governed by the complex provisions of UCC Article 9. Getting every detail in financing statements, security agreements, and perfection of credits is essential. Agreements can be costly and time consuming to draft, and full of risk. Failure to comply with UCC Article 9 in drafting security agreements, perfecting a creditor’s interest, or foreclosing a lien can easily cause the value of the underlying transaction to be lost.  This program will provide you with a real-world guide UCC Article 9 practice.   Day 1: Lifecycle of UCC Article 9 secured transactions Drafting cost-effective and enforceable security agreements What to do when something about the debtor changes – e.g., name, location, ownership Accounts receivable, inventory, equipment, intellectual property Anti-assignment provisions regarding collateral Enhancing enforceability of security agreements and reduce risks in foreclosure   Day 2: Framework for the foreclosure of personal property under UCC Article 9 Foreclosing on equipment, inventory, intellectual property, and accounts receivable Duties of junior creditors to senior creditors on foreclosure Rights to proceeds of foreclosure sales and reducing foreclosure costs Rights of guarantors Debtor remedies in the event of a secured party default Cost-efficient alternatives to foreclosures and circumstances when these alternatives are available   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.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/19/2025
    Presented
SEE MORE
Course1

Secured Transactions/UCC 9 Masterclass: Soup to Nuts, Part 2

$59.00

Secured transactions are the most common form of commercial transaction and help finance businesses of every size.  They are governed by the complex provisions of UCC Article 9. Getting every detail in financing statements, security agreements, and perfection of credits is essential. Agreements can be costly and time consuming to draft, and full of risk. Failure to comply with UCC Article 9 in drafting security agreements, perfecting a creditor’s interest, or foreclosing a lien can easily cause the value of the underlying transaction to be lost.  This program will provide you with a real-world guide UCC Article 9 practice.   Day 1: Lifecycle of UCC Article 9 secured transactions Drafting cost-effective and enforceable security agreements What to do when something about the debtor changes – e.g., name, location, ownership Accounts receivable, inventory, equipment, intellectual property Anti-assignment provisions regarding collateral Enhancing enforceability of security agreements and reduce risks in foreclosure   Day 2: Framework for the foreclosure of personal property under UCC Article 9 Foreclosing on equipment, inventory, intellectual property, and accounts receivable Duties of junior creditors to senior creditors on foreclosure Rights to proceeds of foreclosure sales and reducing foreclosure costs Rights of guarantors Debtor remedies in the event of a secured party default Cost-efficient alternatives to foreclosures and circumstances when these alternatives are available   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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/20/2025
    Presented
SEE MORE
Course1

Secured Transactions/UCC 9 Masterclass: Soup to Nuts, Part 2

$59.00

Secured transactions are the most common form of commercial transaction and help finance businesses of every size.  They are governed by the complex provisions of UCC Article 9. Getting every detail in financing statements, security agreements, and perfection of credits is essential. Agreements can be costly and time consuming to draft, and full of risk. Failure to comply with UCC Article 9 in drafting security agreements, perfecting a creditor’s interest, or foreclosing a lien can easily cause the value of the underlying transaction to be lost.  This program will provide you with a real-world guide UCC Article 9 practice.   Day 1: Lifecycle of UCC Article 9 secured transactions Drafting cost-effective and enforceable security agreements What to do when something about the debtor changes – e.g., name, location, ownership Accounts receivable, inventory, equipment, intellectual property Anti-assignment provisions regarding collateral Enhancing enforceability of security agreements and reduce risks in foreclosure   Day 2: Framework for the foreclosure of personal property under UCC Article 9 Foreclosing on equipment, inventory, intellectual property, and accounts receivable Duties of junior creditors to senior creditors on foreclosure Rights to proceeds of foreclosure sales and reducing foreclosure costs Rights of guarantors Debtor remedies in the event of a secured party default Cost-efficient alternatives to foreclosures and circumstances when these alternatives are available   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.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/20/2025
    Presented
SEE MORE
Course1

Market Entry: Key Provisions in Successful Sales and Distribution Agreements

$59.00

A product is only as successful as its distribution, only as profitable as it reaches the widest market possible.  Most suppliers of goods rely on distributors to reach the market. Distributor agreements can come in a multitude of types, including wholesale and retail distribution agreements. These agreements encompass a series of intricately interrelated provisions about the scope of products, the scope of the territory involved, exclusivity, pricing control, support in the form of marketing and training, supply guarantees, and much more.  Success for both the supplier and the distributor depends on a thoughtfully planned and drafted agreement.  This program will provide you with a practical guide to drafting the most essential provisions of distributor agreements.   Understanding distributor and supplier objectives – and how they can be harmonized Legal framework of distributor agreements Products covered and how they are defined and altered over time Exclusivity – territory and products Support – training, advertising, promotion Supply guarantees, timeliness of performance Pricing – who controls and antitrust considerations   Speaker: Joel R. Buckberg is a partner in Nashville office of Baker Donelson, P.C. and vice chair of the firm’s corporate group. He has more than 40 years’ experience in corporate and business transactions.  His practice focuses on corporate and asset transactions and operations, particularly in hospitality, franchising and distribution.  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
  • 9/17/2025
    Presented
SEE MORE
Course1

Market Entry: Key Provisions in Successful Sales and Distribution Agreements

$59.00

A product is only as successful as its distribution, only as profitable as it reaches the widest market possible.  Most suppliers of goods rely on distributors to reach the market. Distributor agreements can come in a multitude of types, including wholesale and retail distribution agreements. These agreements encompass a series of intricately interrelated provisions about the scope of products, the scope of the territory involved, exclusivity, pricing control, support in the form of marketing and training, supply guarantees, and much more.  Success for both the supplier and the distributor depends on a thoughtfully planned and drafted agreement.  This program will provide you with a practical guide to drafting the most essential provisions of distributor agreements.   Understanding distributor and supplier objectives – and how they can be harmonized Legal framework of distributor agreements Products covered and how they are defined and altered over time Exclusivity – territory and products Support – training, advertising, promotion Supply guarantees, timeliness of performance Pricing – who controls and antitrust considerations   Speaker: Joel R. Buckberg is a partner in Nashville office of Baker Donelson, P.C. and vice chair of the firm’s corporate group. He has more than 40 years’ experience in corporate and business transactions.  His practice focuses on corporate and asset transactions and operations, particularly in hospitality, franchising and distribution.  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
  • 9/17/2025
    Presented
SEE MORE
Course1

Drafting LLC Operating Agreements Tax and Non-Tax Provisions, Part 1

$59.00

LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability.  The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions.  Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements.   Day 1: Drafting the most important provisions of LLC operating agreements Planning for different types of capital contributions – capital v. services, current contributions v. future capital calls Management provisions depending on whether the LLC is member-managed v. manger-managed LLCs Fiduciary duties of members, modifications, and the “LLC opportunity doctrine” Restrictions on transfers of capital and profits interests Relationship between tax allocation and property distribution provisions, including IRC Section 704(b) accounting   Day 2: Drafting allocation provisions for maximum tax benefit and to secure the safe harbor How “payments to member” (not distributions) are treated for financial v. tax purposes Drafting ordinary distributions, minimum tax distributions, waterfall distributions, liquidating distributions Rights of first refusal, rights of first offer, buy-sell provisions – understanding the alphabet soup of exit alternatives Liquidations of the entity and sale of an individual member’s interests   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/21/2025
    Presented
SEE MORE
Course1

Drafting LLC Operating Agreements Tax and Non-Tax Provisions, Part 1

$59.00

LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability.  The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions.  Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements.   Day 1: Drafting the most important provisions of LLC operating agreements Planning for different types of capital contributions – capital v. services, current contributions v. future capital calls Management provisions depending on whether the LLC is member-managed v. manger-managed LLCs Fiduciary duties of members, modifications, and the “LLC opportunity doctrine” Restrictions on transfers of capital and profits interests Relationship between tax allocation and property distribution provisions, including IRC Section 704(b) accounting   Day 2: Drafting allocation provisions for maximum tax benefit and to secure the safe harbor How “payments to member” (not distributions) are treated for financial v. tax purposes Drafting ordinary distributions, minimum tax distributions, waterfall distributions, liquidating distributions Rights of first refusal, rights of first offer, buy-sell provisions – understanding the alphabet soup of exit alternatives Liquidations of the entity and sale of an individual member’s interests   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/21/2025
    Presented
SEE MORE