Course1

LIVE REPLAY: 2020 Family and Medical Leave Update

$89.00

This program will provide you with a practical guide to developments under the Family and Medical Leave Act and review trends in employee leave generally. The program will cover significant case law and regulatory developments, as well as the practical trends in dispute and litigation impacting your employer clients. The program will cover the impact of technology, contract employees, and other changes in the workforce, and discuss their impact on traditional leave law.  This program will provide you with a real-world guide to significant legal and practical developments under FMLA and employee leave generally. Case law and regulatory developments under the FMLA Developments related to “appropriate notice” Serious health condition requiring leave and practical application Remote and work-from-home workers and leave under the FMLA Responding to leave requests based on substance abuse Emerging cannabis issues   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/1/2020
    Presented
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Percentage Rent Leases in Commercial Real Estate

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/8/2020
    Presented
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Secured Transactions Practice: Security Agreements to Foreclosures, Part 2

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/24/2020
    Presented
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Course1

Secured Transactions Practice: Security Agreements to Foreclosures, Part 1

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/23/2020
    Presented
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Construction Contracts: Drafting Issues, Spotting Red Flags and Allocating Risk, Part 2

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/28/2020
    Presented
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Course1

Construction Contracts: Drafting Issues, Spotting Red Flags and Allocating Risk, Part 1

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/27/2020
    Presented
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Course1

Joint Ventures in Real Estate, Part 2

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/14/2020
    Presented
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Course1

Joint Ventures in Real Estate, Part 1

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/13/2020
    Presented
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The Ins-and-Out of Licensing Technology, Part 2

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/7/2020
    Presented
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Course1

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

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/6/2020
    Presented
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Course1

Parking: Special Issues in Commercial Leases

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/22/2020
    Presented
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Course1

LIVE REPLAY: Raising Capital: Private Placements Agreements for Closely Held Companies, Part 2

$89.00

Private placement of equity and debt is essential to financing the growth and development of businesses of every size.  Whenever a client issue stock or other ownership interests in a C Corp S Corp or LLC they are subject to a complex network of federal and state securities regulations.  This program will provide you with a practical guide to the fundamentals of private placements including the types of private placements the dollar amount and investor limitations on each type of private placement under securities law drafting the relevant documents and practical tips on accessing the capital market and for successful placements.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/4/2020
    Presented
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Course1

LIVE REPLAY: Raising Capital: Private Placements Agreements for Closely Held Companies, Part 1

$89.00

Private placement of equity and debt is essential to financing the growth and development of businesses of every size.  Whenever a client issue stock or other ownership interests in a C Corp S Corp or LLC they are subject to a complex network of federal and state securities regulations.  This program will provide you with a practical guide to the fundamentals of private placements including the types of private placements the dollar amount and investor limitations on each type of private placement under securities law drafting the relevant documents and practical tips on accessing the capital market and for successful placements.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/3/2020
    Presented
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Course1

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

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/19/2020
    Presented
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Course1

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

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/18/2020
    Presented
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Course1

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

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/2/2020
    Presented
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Course1

Opportunity Zones: The New Wave of Real Estate Finance

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/22/2020
    Presented
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Course1

LIVE REPLAY: Special Issues in Small Trusts

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/8/2020
    Presented
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Course1

Text Messages & Litigation: Discovery and Evidentiary Issues

$89.00

Text messaging is main stream. Clients generate virtual reams of data when they message with business partners, vendors, employees, and even public. This is a rich vein of electronically stored information that is potentially discoverable in formal litigation or pre-litigation.  Because texting is so convenient, casual and almost reflexive, the caution clients exercise in other forms of communication are often disregarded when texting, including when they text with their lawyers. This program will provide you with a practical guide to obtaining text messages, the risks of discovery in litigation, and related issues. Obtaining text messages – working with mobile carriers Timing – how long are texts kept and in what form? Discovery issues – obtaining texts from parties or other sources Issues related to encrypted messaging services How strategies differ for plaintiffs and defendants   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/9/2020
    Presented
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Course1

Closely Held Company Merger & Acquisitions, Part 1

$89.00

  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   Speaker:    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/10/2020
    Presented
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Course1

Closely Held Company Merger & Acquisitions, Part 2

$89.00

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   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/11/2020
    Presented
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Course1

LIVE REPLAY: Responding to Demand Letters: Tone and Substance

$89.00

Responding to a demand letter is as tricky as issuing a demanding letter.  There are issues of getting the substance right and getting the tone right.  How time do you spend researching the law and laying out your case?  How much do you disclose about your favorable facts? Is your goal settlement and, if so, how does that impact the tone of your letter?  Do you know enough about the letter writer and his or her client to gauge their likely reaction to your response?  And when do you respond – right away, by any deadline given, or do you wait?  These and many other questions will be addressed in this practical discussion of the tradeoffs of responding to demand letters.  Goals – do you want settlement or to make it go away – or are you preparing for litigation?  Law – how much do you research and push back? Tone – are you assertive, making counter-demands, or conciliatory? Facts – How much of what you know do you lay out? Timing – responding right away, by a deadline in the demand, or later?   Speaker: William J. Kelly, III is a founding member of Kelly & Walker LLCand has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  Mr. Kelly earned his B.A. from Tulane University and his J.D. from St. Louis University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/12/2020
    Presented
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Course1

LIVE REPLAY: Health Care Issues in Estate Planning

$89.00

Trust and estate planning for health care involves counseling clients about what are often the most difficult decisions in their life and drafting to implement those most sensitive decisions. There are issues of making life-and-death health care decisions many years in advance of when those decisions will be needed. There are equally delicate decisions about the appointment of trustees or conservators.Planning for long-term care – and how to fund that care – is often the biggest challenge for most clients.  If clients are not carefully counseled about their choices and their decisions not carefully reflected in trust and estate documents, their most important goals will be unfulfilled.  This program will provide you with a real world guide to the most important health care issues in trust and estate planning. Counseling clients about planning for health care decision-making Tension between health care providers & trustees – areas of competence, conflict, and cooperation Drafting advance health care directives & revocable trusts Defining objective health care “triggers” in documentation Key issues in appointing trustees, guardians & conservators Availability & financing of home health care & institutional care   Speakers: Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.  Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law. Michael Sneeringer an attorney in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA’s Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute.  Mr. Sneeringer received his B.A. from Washington & Jefferson College, his J.D., cum laude, St. Thomas University School of Law, and his LL.M. from the University of Miami School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/15/2020
    Presented
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Course1

My Client's Commercial Real Estate Mortgage is Due, Now What?

$89.00

When a commercial real estate loan comes due, there are, generally, three alternatives for clients: refinance the loan, if possible; sell the property, if possible; or restructure the development’s capital structure, perhaps with more equity. There are complex tradeoffs with each.  Renegotiating an extending a loan is time-consuming, even when lenders are willing, and potentially very costly. Selling a project in a frothy market is a possibility, but not universally, and may trigger adverse tax consequences. Most murky of all is restructuring the capital structure of project. This program will provide you with a practical guide to the issues of working with clients when their commercial real estate loans come due. Alternatives when a commercial real estate mortgage comes due Exploration of refinance options in an environment ofvolatile interest rates Role of preferred equity, mezzanine loans, and second mortgages Alternative of selling into a strong market Counseling clients about refinance in a time of certainty   Speakers:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/16/2020
    Presented
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Lawyer Ethics and Email

$89.00

Law practice without email is difficult to imagine.  Clients and courts not only use it but expect lawyers to use it for communications. But email comes with a host of substantial ethical issues.  Is email secure?  Can it be used to – even inadvertently – create an attorney-client relationship? How does email impact the attorney-client privilege?  What about email conversations with a represented adversary?  How can confidentiality and other ethical duties be satisfied when law firms almost always work with outside vendors to provide email?  These and other substantial ethical questions will be discussed in this practical guide to the ethical issues when lawyers use email in their practices. Beginning an attorney relationship via email – intentionally and inadvertently Effect on attorney-client privilege when using a vendor for email Discarding/deleting email and working with outside vendors Ex parte communications with represented adversaries Corporate counsel issues – in-house creation of documents, legal v. business advice Inadvertently sent email and metadata embedded in email   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/17/2020
    Presented
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Course1

LIVE REPLAY: Governance for Nonprofit and Exempt Organizations

$89.00

  Non-profit and tax exempt organizations of every size are complex organizations.  Boards of directors need to recruit and retain talented management, supervise the investment of endowments in often volatile markets, engage profit-making corporations in joint ventures, and ensure the integrity of systems and policies in environment of increased governmental and public scrutiny.  Effective governance of these organizations is essential to advancing the non-profit’s mission.  When governance fails, the organization itself and its directors are exposed to potential liability. This program will provide you with a practical guide to major governance issues for non-profits, including major management issues.  Current IRS and attorneys general investigation and enforcement priorities Essential provisions of non-profit management agreements Best practices for determining executive compensation Fiduciary duties, potential liability, and indemnification of nonprofit directors and officers Compliance issues, including Form 990   Speaker: Michael Lehmann is a partner in the New York office of Dechert, LLP, where he specializes in tax issues related to non-profits and in the tax treatment of cross-border transactions.  He advises hospitals and other health care providers, research organizations, low-income housing developers, trade associations, private foundations and arts organizations.  He advises clients on obtaining and maintaining tax-exempt status, executive compensation, reorganizations and joint ventures, acquisitions, and unrelated business income planning.  Mr. Lehmann received his A.B., magna cum laude, from Brown University, his J.D. from Columbia Law School, and his LL.M. from New York University School of Law.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/18/2020
    Presented
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Holding Business Interests in Trusts

$89.00

There are tax and other benefits to holding a closely-held company or other business interests in trusts, but there are also substantial risks and planning complexity. Holding an operating business creates tension between the duty of a trust to diversity and the inescapable concentrated position of owning an operating company, which in turn creates tension between trustees and business managers.  Similarly, holding real estate or nontraditional assets also involves issues of liquidity and proper fiduciary and income tax administration. This program will provide you with a real world guide placing business interests in a trust. Dilemmas of operating companies in trusts – concentrated assets, speed, decision-making Concentrated assets and the fiduciary duty to diversify Counseling clients about the right trust for different asset classes Preserving S Corp status or other tax benefits in trust Business succession planning for family businesses Managing minority stakes in operating companies or assets Financial and tax administration traps   Speakers:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/19/2020
    Presented
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The Ethics of Bad Facts and Bad Law

$89.00

  Every representation involves “bad” facts and/or “bad” law – facts and law that run counter to a client’s objectives.  Ethical tensions and issues arise when a lawyer has todisclose bad facts or law to a court or administrative panel, or even to an adversary. At what point does the lawyer’s duty as a member of the bar and officer of the court require disclosure even when it is adverse to a client’s interest whom the lawyer must zealously represent?  What are the limits to how a lawyer may represent an adverse fact or adverse law, even unpublished law, to an adversary?  Answering these difficulty questions may not only impact the outcome of a representation but potentially expose ethical sanction.  This program will provide you with a practical guide to the ethical issues surrounding bad facts and bad law in client representations. Lawyer ethical duties to disclose bad facts and bad law Ethical issues surrounding the representation of adverse facts to tribunals and adversaries Duties to disclose adverse legal precedent to courts and administrative panels When is a lawyer required to disclose bad fact or law versus when they may disclose? Timing issues – at what stage should adverse facts and law be disclosed? Related issues of confidentiality and the attorney-client privilege Ex parte communications with the courts – what’s ethically permissible, what’s not?   Speakers:    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/23/2020
    Presented
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Classes of Stock: Structuring voting and non-voting

$89.00

Crafting a corporation’s capital structure to harmonize competing economic interests is among the most challenging aspects of corporate formation. Certain investors want preferred returns of capital and “protective” rights in the form of enhanced voting rights.  They also want a senior claim to the corporation’s assets on liquidation. But common stock is often the largest tranche of a corporation’s capital structure and its claims cannot be entirely truncated in preference of preferred stock.  This program will provide you with a practical guide to drafting corporate common and preferred stock, with an emphasis on drafting preferred returns. Classes and series of sock in a closely held company’s capital structure Dividend rights – who gets what, when, and in preference to whom? Voting rights – preferential governance rights Liquidation rights – preferential claims on a company’s assets Conversion rights for preferred stock Dilution and impairment rights   Speaker:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/24/2020
    Presented
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Trust and Estate Planning for Family Businesses, Part 1

$89.00

Most successful businesses are owned by one or more families.  Because they are family owned, these companies create many special planning challenges.  Ownership and control do not shift among non-owner managers or anonymous shareholders. Rather, succession in ownership and management is a momentous and often highly emotional process for members of the family.  Frequently, these transitions are caused by the retirement or death of members of a family member.  And these transitions, if not carefully planned and delicately handled, can be ruinous, damaging the family and their company.  This program will provide you a practical framework of trust and estate planning and succession planning for family businesses.  Day 1: Framework of trust and estate planning tools and techniques for family businesses Valuation issues for financial and tax purposes Buy-sell planning with family members or key employees Selling to third parties where intra-family succession is not possible Planning for the incapacity of the founding generation Role of outside managers to overcome family drama related to control   Day 2: Counseling clients on how to avoid family drama on succession Life insurance trust planning – or as a compensating asset to certain heirs Structuring private annuities to transfer a business and provide income to founders Self-cancelling installments notes and intentionally defective irrevocable trusts Use of GRATS and “redemptive freezes”   Speakers:

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/25/2020
    Presented
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