Course1

2020 Ethics in Litigation Update, Part 1

$79.00

This annual ethics update will cover a wide range of ethical developments important to your civil litigation practice.  The program will provide detailed coverage of developments in conflicts of interest in litigation, confidentiality and the attorney-client privilege, and ethics in defense and common interest agreements.  The program will provide a wide ranging discussion of the ethical issues that arise with the spread, use and development of technology in litigation.  Also, the panel will discuss ethical issues in discovery of digital files, records, and communications.  Please join for this annual program which will provide you with a lively discussion of ethical developments important to civil litigation practice.  Day 1: Emerging issues in ethics and discovery Working with and preparing witnesses – the limits of coaching Recent developments in conflicts of interest, part 1   Day 2: Annual technology review – the many ways in which technology can cause ethical traps for lawyers in litigation Current developments in client confidentiality, the attorney-client privilege, and work product doctrine Recent developments in conflicts of interest, part 2   Speakers: Lucian T. Pera is a partner in the Memphis office of Adams & Reese, LLP.  His practice includes professional malpractice litigation as well as counseling lawyers and law firms in the area of ethics and professional responsibility.  He was a member of the ABA’s Ethics 2000 Commission and is co-author of "Ethics and Lawyering Today," a national e-mail newsletter on lawyer ethics, which is accessible at: www.ethicsandlawyering.com.  He is the immediate past Treasurer of the ABA and currently serves as Vice President of the Tennessee Bar Association.  Before entering private practice, he served as a judicial clerk to Judge Harry W. Wellford of the U.S. Court of Appeals for the Sixth Circuit.  Mr. Pera received his A.B. with honors from Princeton University and his J.D. from Vanderbilt University School of Law. William Freivogel is the principal of Freivogel Ethics Consulting and is an independent consultant to law firms on ethics and risk management.  He was a trial lawyer for 22 years and has practiced in the areas of legal ethics and lawyer malpractice for more than 25 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com<http://www.freivogelonconflicts.com/> .Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B.

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  • 12/23/2021
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Choice of Entity for Service Businesses

$79.00

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

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  • 12/23/2021
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Valuation of Closely Held Companies

$79.00

Virtually every transaction of a closely held company requires a valuation. The company may be selling itself or some of its assets; obtaining a loan or placing equity with new investor; or the valuation may be needed for trust and estate planning. But valuing a closely held company is much art as science because there is no regular and liquid market matching buyers and sellers. This can make valuation highly contentious as parties argue over add-backs, discounts and premiums, and how to “price” cash flow or earnings. And all the familiar calculations have been altered by recent tax law changes. This program will provide you a real-world guide to valuation methodologies, areas of common dispute, and drafting tips. Valuation methodologies depending on the type of business or asset – asset-based, cash flow, market comps, and intrinsic value Role of objective factors v. professional judgment Impact of recent tax law changes on valuation Valuation premiums and discounts – “fair market value” and “fair value” Valuation drafting issues for lawyers Costly valuation mistakes and how to reduce risk of dispute   Speaker:

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Escrow Agreements in Real Estate Transactions

$79.00

Escrow agreements are essential documents in every significant real estate transaction. They are mechanisms for allocating risk among the parties to the transaction.  Escrow agents are charged with determining whethercertain contractual conditions are satisfied, thereby triggering the disbursement of money or property.Escrow arrangements mitigate the risk of non-performance by one of the parties.  But escrow agreements are fraught with potential conflicts and traps that may give rise to delays in finally closing a transaction. This program will provide you with a practical guide to drafting effective escrow agreements, risk allocation, conflict avoidance and working with escrow agents. Essential terms – property held, duties, fees, conditions for release/disbursement Defining an agent’s duties, authority and liability Practical problems with escrow arrangements – holding all the documents, breaking escrow, death of party Issues in construction contracts, development transactions, and property sales Letter of credit, tax and bankruptcy issues to consider   Speaker: John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP.  He has more than 40 years’ experience in real estate law practice.  He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute.  He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law.  He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont.  He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.

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Drafting Waivers of Conflicts of Interest

$79.00

A bedrock principle of lawyer ethics is that lawyers owe their clients loyalty, free of conflicts of interest, unless those conflicts are waived by a client in writing. Clients are entitled to zealous representation without the lawyer being conflicted by other representations. When a conflict arises, the lawyer is required to decline the representation, unless the conflict is explicitly waived by the client.  But waivers are not always easily accomplished.  They must be carefully drafted, particularly when it purports to be of an anticipated conflict, not an existing conflict. This program will provide you with a practical guide to the rules governing conflict waivers, types of waivers, and drafting tips.  Key provisions of waivers and ensuring there is “informed” consent Advance waivers – drafting waivers for anticipated conflicts Types of advance waivers – stating subject area, adverse parties, neither or both Sources of rules and practical guidance on drafting waivers Common mistakes made in drafting waivers Consequences of ineffective waivers   Speaker:

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2020 Trust Litigation Update

$79.00

Baby Boomers are retiring with more wealth – and more complicated family situations – than earlier generations.This wealth and demographic complexity are generating more ever more trust litigation. This litigation includes the extent to which trust interests are reachable in divorce proceedings; fiduciary investment decisions, the handling of concentrated positions in closely held companies, and arguably tortious interference with trust interests. These and many other significant developments trends will be discussed. This program will provide you with a practical guide to significant developments in trust and estate litigation. Tortious interference with inheritance interests Handling concentrated positions in closely held companies Disputes involving operation of family businesses in trusts Trust interests in divorce Counseling clients when fiduciary litigation involves family animosity Modifying trust interests through litigation   Speakers:

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Closely Held Stock Options, Restricted Stock, Etc.

$79.00

Equity-based compensation is often essential to recruiting and retaining key employees in closely held companies.  Whether through the use of stock options, restricted stock, appreciation rights or other instruments and techniques, incentive compensation aligns the financial interests of key employees with the entity. Incentive compensation also often has the benefit of not requiring the immediately outlay of cash. Depending on the instruments used, equity-based compensation may also help defer tax recognition.  Compensation in LLCs takes on different forms but functions similarly. This program will provide you with a practical guide to equity-based incentive compensation in closely held companies. C and S Corp incentive compensation v. pass-through entity incentive compensation Eligibility for tax-favored Incentive Stock Options v. non-qualified stock options Use of restricted stock – valuation, vesting, and treatment Appreciation rights in corporate and pass-through entities Common structuring and drafting traps Tax treatment, advantages and disadvantages of incentive compensation   Speaker:

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How Ethics Rules Apply to Lawyers Outside of Law Practice

$79.00

Ethics rules are intended primarily to regulate lawyer acts when practicing law. But the rules do not always stop there. Lawyers can be held responsible and disciplined under ethics rules for things they do when acting outside of their practices.  Lawyers may be disciplined under ethics rules for criminal conduct, including misdemeanors, entirely unrelated to their lawyerly conduct. They may be also be disciplined for any acts that involve dishonesty, misrepresentation, or any actions prejudicial to the judicial system. This program will provide you with a real-world guide to circumstances in which ethics rules apply to lawyers when they act outside of law practice.  Dishonesty and misrepresentation when a lawyer is acting as a non-lawyer Lawyers as business people – how counter-parties can allege ethical misconduct Ex parte communications – when lawyers represent themselves in litigation or in other matters, who can they communicate with? Violations of law, including misdemeanors, as ethics violations Restrictions on lawyers’ ability to market themselves in non-lawyer roles   Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections.  For more than 20 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750-pagetreatise published by the Virginia Law Foundation.  Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

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Real Estate Finance: Trends and Best Practices, Part 2

$79.00

This program will provide you with a guide to real estate finance. It will cover the practical aspects of structuring debt, equity, and mezzanine finance.  Major issues and traps in negotiating first mortgages, including personal guarantees and carve-outs, will be discussed in detail. The program will also cover credit enhancement, leasehold finance, and how financing alternatives have changed in a stronger market. This program will provide you with a real-world guide to major issues in negotiating and drafting real estate finance agreements. Day 1: Major issues of negotiating first mortgages Loan application and bank commitments Role of personal guarantees and negotiating non-recourse carve-outs with lenders Defeasance and prepayment premiums   Day 2: Structuring equity in real estate deals Mezzanine financing and drafting issues Leasehold finance Credit enhancement instruments Single purpose entities for finance purposes   Speaker:

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Real Estate Finance: Trends and Best Practices, Part 1

$79.00

This program will provide you with a guide to real estate finance. It will cover the practical aspects of structuring debt, equity, and mezzanine finance.  Major issues and traps in negotiating first mortgages, including personal guarantees and carve-outs, will be discussed in detail. The program will also cover credit enhancement, leasehold finance, and how financing alternatives have changed in a stronger market. This program will provide you with a real-world guide to major issues in negotiating and drafting real estate finance agreements. Day 1: Major issues of negotiating first mortgages Loan application and bank commitments Role of personal guarantees and negotiating non-recourse carve-outs with lenders Defeasance and prepayment premiums   Day 2: Structuring equity in real estate deals Mezzanine financing and drafting issues Leasehold finance Credit enhancement instruments Single purpose entities for finance purposes   Speaker:

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Lawyer Ethics in Real Estate Practice

$79.00

The real estate industry is fiercely competitive as developers and contractors, investors and lenders, brokers and others – often with the aid of legal counsel – seek advantage. This can easily present real estate lawyers with ethical dilemmas. Conflicts of interest are rife. There are issues of communicating and negotiating with unrepresented parties. There are also issues of taking an equity stake in a real estate venture in lieu of fees.  Sometimes, too, there is the discovery that a client is engaged in wrongdoing. These and many other ethical issues arise in real estate practice.  This program will provide you with a real world guide to common ethics issues in real estate practice. Joint representations of a business entity and its owners in a real estate transaction Representation of a client with adverse interests in unrelated transactions Receipt of deal equity in exchange for legal services Communications with unrepresented parties – and with represented parties Inadvertent disclosure of confidential deal terms Special issues when client wrongdoing is discovered   Speakers:

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Director and Officer Liability

$79.00

Statutory and common law impose certain fiduciary duties – of care, diligence, good faith and fair dealing – on directors and managers of corporate entities, managers of LLCs, and, in certain instances, members of LLCs. The corporate and organizational opportunity doctrines also operate to restrict the activity of closely held company stakeholders, preventing misappropriation of certain corporate or LLC opportunities.  In certain instances, the owners of the entity may want to expand, limit, or eliminate these duties.  Depending on the entity involved and the specific duty, the law may allow modification by agreement, but unintended consequences may be substantial. This program will provide you with a practical guide to fiduciary duties in corporations and LLCs, how they may be modified, and the practical consequences.  Fiduciary duties and standards of review – duty of loyalty and duty of care Conflicts of interest and self-dealing issues in closely held corporations Fiduciary duties in LLCs – standards set by contract and by law What duties may be modified or eliminated – and which may not Corporate and organizational opportunity doctrines in closely held companies   Speakers:

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Drafting Ground Leases, Part 2

$79.00

Ground leases are sophisticated contracts combining the elements of buy/sell agreements, commercial leases, and a sophisticated financing.  A landowner enters a long-term lease with a developer who constructs a building or other improvements on the land. The developer generally finances the building, occupying it or leasing it out to other tenants, paying the landowner rent on the underlying ground over a long period of time.  There are many benefits of ground leases for the landowner and the tenant. But they are very complex agreements involving sophisticated economic calculations and require very careful review. This program will provide you with a practical guide tohow ground leases work, andnegotiating and drafting them. Day 1: Overview of important provisions of ground leases Underlying economics of ground leases Permitted use and change of use Methodologies for setting and adjusting rent to reflect risk and value over time   Day 2: Major financing issues, including subordination Construction and development issues Special condemnation and casualty considerations   Speaker:

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Drafting Ground Leases, Part 1

$79.00

Ground leases are sophisticated contracts combining the elements of buy/sell agreements, commercial leases, and a sophisticated financing.  A landowner enters a long-term lease with a developer who constructs a building or other improvements on the land. The developer generally finances the building, occupying it or leasing it out to other tenants, paying the landowner rent on the underlying ground over a long period of time.  There are many benefits of ground leases for the landowner and the tenant. But they are very complex agreements involving sophisticated economic calculations and require very careful review. This program will provide you with a practical guide tohow ground leases work, andnegotiating and drafting them. Day 1: Overview of important provisions of ground leases Underlying economics of ground leases Permitted use and change of use Methodologies for setting and adjusting rent to reflect risk and value over time   Day 2: Major financing issues, including subordination Construction and development issues Special condemnation and casualty considerations   Speaker:

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Reps and Warranties in Business Transactions

$79.00

Representations and warranties are a marquee feature of virtually every significant transaction.  Parties often conduct extensive due diligence but want specific assurances about important facts about which only the company would have the best information. These facts – e.g., the absence of liabilities or the presence of certain authorizations – can be few or great in number, and they vary according to the facts of the transaction. They are essential to most transactions. This program will provide you with a real-world guide to the differences between reps and warranties, the types and their remedies, and drafting. Differences between reps and warranties, and their remedies Relationship between diligence and reps and warranties – and what the law says about how one impacts the other Reps and warranties concerning tangible and intangible property – title, taxes, transfer restrictions Provisions covering revenue projections, financial statements, and customer lists Understanding the limits of reps and warranties – what you can ask for, what you can get   Speaker:

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Drafting Business Service Agreements

$79.00

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:  

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Domestic Self-Settled Trusts

$79.00

In recent years, many states have begun to allow self-settled spendthrift trusts. These new trusts allow the settlor to obtain the benefits of offshore asset protection trusts without the complexity, cost, and byzantine application of foreign law. A settlor can shield assets from his or her creditors or tort claimants, remove those assets from his or her gross estate, and obtain other tax and non-tax benefits.Though more accessible than offshore trusts, domestic asset protection trusts still come with risk. This program will provide you with a practical guide to using self-settled spendthrift trusts and drafting their instruments.  What are domestic asset protection trusts? When are they best used and what are the risks? What states allow these trusts and subject to what limits? How do domestic trusts and offshore trust compare? What are the tax benefits and risks of thee trusts?   Speakers:

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The Law of Consignments: How Selling Goods for Others Works

$79.00

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.

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Sophisticated Choice of Entity, Part 2

$79.00

Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.  Day 1: Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights Special considerations for service-based businesses   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property When the first choice wasn’t correct – considerations when an entity needs to convert Impact of recent tax law changes, employment taxes, and SALT considerations Owner and employee fringe benefit considerations   Speaker:

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Sophisticated Choice of Entity, Part 1

$79.00

Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.  Day 1: Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights Special considerations for service-based businesses   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property When the first choice wasn’t correct – considerations when an entity needs to convert Impact of recent tax law changes, employment taxes, and SALT considerations Owner and employee fringe benefit considerations   Speaker:

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Special Issues in Small Trusts

$79.00

To Be Determined

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2020 Americans with Disabilities Act Update

$79.00

This program will provide you with a comprehensive update of important developments related to the Americans with Disabilities Act.  The program will cover case law, administrative, and practical developments related to reasonable accommodation of disabilities in the workplace.  The panel will also discuss developments related to permissible job qualification standards, determining essential job functions, and judging the workplace performance of employees subject to the ADA. This program will provide you with a wide-ranging and practical review of important ADA developments.   Review of recent case law and regulatory developments Developments in job qualification standards Reasonable accommodation trends, including the EEOC’s guidance Developments related to reassignment to another job category Trends in the interactive process    Speakers: Jennifer S. Baldocchi is a partner in Los Angeles office of Paul Hastings, LLP, where she co-chairs the office’s employment law department.  Her practice focuses on employee mobility and intellectual property, including trade secrets, covenants not to compete, unfair competition, and fiduciary duties.   In her transactional practice, she prepares employee and executive contracts, focusing on the protection of trade secrets and the prevention of improper customer and employee solicitations. She is recognized by Legal 500 US for trade secrets litigation and non-contentious matters.  Ms. Baldocchi earned her B.A. from the University of California, Berkeley, and her J.D. from Loyola Law School, Los Angeles.

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LIVE REPLAY; Taxation of Settlements & Judgments in Civil Litigation

$79.00

Two of the questions clients have about settlements are: Is the settlement taxable? And if so, how?  The answers to these questions turn on the nature of the underlying claim(s) giving rise to the settlement.  Some settlements are taxed as ordinary income, subjecting income tax and employment tax withholding in certain instances.  Other types of settlements are taxable as capital gains. There are also questions related to the treatment of that portion of the settlement, if any, attributable to attorneys’ fees.  This program will provide you with a practical guide to the tax treatment of settlements in civil litigation.   How the underlying claim giving rise to a settlement determines its tax treatment Loss of income or gross business profit v. destruction of capital property Special treatment for physical injury Treatment of portion of settlement attributable to attorneys’ fees Income and employment tax withholding from settlements   Speaker: Stephen J. Turanchik is an attorney in the Los Angeles office of Paul Hastings, LLP, where his practice focuses on tax litigation at the state and federal levels as well as tax controversy work at the administrative levels. Before entering private practice, he is previously litigated for six years for the U.S. Department of Justice, Tax Division, where he litigated over 300 tax cases in federal, bankruptcy, state and probate court. He has also lectured at Loyola Law School and California State University, Fullerton on topics relating to tax litigation and is chair-elect of the executive committee of the Los Angeles Bar Association’s Tax Section. Mr. Turanchik received his B.A. from the College of the Holy Cross, his J.D. from Fordham University School of Law, and his LL.M. in Taxation from New York University School of Law.

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Taxation of Settlements & Judgments in Civil Litigation

$79.00

Two of the questions clients have about settlements are: Is the settlement taxable? And if so, how?  The answers to these questions turn on the nature of the underlying claim(s) giving rise to the settlement.  Some settlements are taxed as ordinary income, subjecting income tax and employment tax withholding in certain instances.  Other types of settlements are taxable as capital gains. There are also questions related to the treatment of that portion of the settlement, if any, attributable to attorneys’ fees.  This program will provide you with a practical guide to the tax treatment of settlements in civil litigation.   How the underlying claim giving rise to a settlement determines its tax treatment Loss of income or gross business profit v. destruction of capital property Special treatment for physical injury Treatment of portion of settlement attributable to attorneys’ fees Income and employment tax withholding from settlements   Speaker: Stephen J. Turanchik is an attorney in the Los Angeles office of Paul Hastings, LLP, where his practice focuses on tax litigation at the state and federal levels as well as tax controversy work at the administrative levels. Before entering private practice, he is previously litigated for six years for the U.S. Department of Justice, Tax Division, where he litigated over 300 tax cases in federal, bankruptcy, state and probate court. He has also lectured at Loyola Law School and California State University, Fullerton on topics relating to tax litigation and is chair-elect of the executive committee of the Los Angeles Bar Association’s Tax Section. Mr. Turanchik received his B.A. from the College of the Holy Cross, his J.D. from Fordham University School of Law, and his LL.M. in Taxation from New York University School of Law.

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Indemnification & Hold Harmless Agreements in Real Estate Transactions

$79.00

Indemnification and hold harmless agreements are part of virtually every real estate transition.  These agreements protect parties against financial loss or other liability arising from the occurrence of certain events. Indemnification is often backed by insurance policies. The interaction between indemnification provisions – scope, triggering events, assertion of claims and payment – and funding sources is typically very complex.  This program will provide you with a real-world guide to indemnification and insurance in real estate development, ownership, and leasing. Forms of indemnification in real estate Scope of indemnity, triggering events or discoveries, ensuring payment of claims Utilizing insurance policies to guarantee and fund indemnification claims Types and roles of various forms of insurance – casualty, business/rent interruption, CGL Important differences among named insureds and additional insureds Drafting interactionof co-insurance, valuation, and agreed value endorsements   Speakers: Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

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Governance for Nonprofit and Exempt Organizations

$79.00

  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.    

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    Format
  • 60
    Minutes
  • 12/23/2021
    Avail. Until
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Course1

Piercing the Entity Veil: Individual Liability for Business Acts

$79.00

One of the bedrock principles of business law is limited liability. The individual owners of an entity – shareholders of a corporation or members of a limited liability company – cannot be held personally liable for the debts or liabilities of the entity.  But the doctrine is not absolute.  There are many common law fact patterns that allow courts to pierce the entity veil – co-mingling of funds, using an entity as an alter ego, among others – and reach an individual person’s assets. There are also several sources of statutory authority allowing veil piercing. This program will provide you with a practical guide to common law, equitable, and statutory theories of piercing entity veils. Statutory and equitable principles to pierce the entity veil Fact pattern justifying piercing limited liability to reach an owner’s personal assets Statutory sources permitting breaching the entity veil Application of veil piercing to non-corporate entities Liability for improper distributions Piercing for withheld income and employment taxes, and sales/use taxes   Speakers:

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    Format
  • 60
    Minutes
  • 12/23/2021
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Course1

Defined Value Clauses: Drafting & Avoiding Red Flags

$79.00

Formula and defined value clauses are used in estate planning to attempt to “fix” the value of property transferred in a lifetime gift, testamentary transfer, orsale.  These clauses are also frequently used in marital deduction and credit shelter trusts, and GST allocations.  Carefully drafted formula clauses can withstand IRS scrutiny and optimize tax outcomes for a client’s estate. But the IRS is aggressive in challenging formula clauses as not reflecting economic reality and understating the value of the property transferred. This program will provide you with an in-depth discussion of the uses of formula clauses, regulatory and case law developments, and practical guidance in drafting clauses to avoid red flags and withstand IRS scrutiny.  Types of clauses – formula allocation by subsequent agreement, final value for gift taxes, or price adjustment Use in marital deduction and credit shelter trusts, and GST Tax allocations Spotting red flags that may trigger IRS scrutiny Case law and regulatory developments Special considerations in “de-coupled” states   Speaker:

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    Format
  • 60
    Minutes
  • 12/23/2021
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Course1

Drafting Employment Agreements, Part 2

$79.00

This program will provide you a practical guide to the most important provisions of employment agreements, common sources of dispute and litigation, and traps. The program will cover scope of duties (and how they may change over time), forms of compensation and benefits (including deferred compensation), and objective/measurable performance standards.  The program will also discuss planning for the possible release of the employee, limiting liability, and protecting confidential information and trade secrets to which the employee may have had access. This program will provide you with a practical guide to drafting successful employment agreements. Day 1: Scope of an employee’s duties and modification as facts and circumstances change Objective and measurable performance benchmarks tied to incentive compensation Forms of compensation, deferred compensation, and fringe benefits Protecting trade secrets – non-competition and non-disclosure mechanisms   Day 2: Term of employment – fixed or variable terms, extensions, and discharge Anticipating severance and building in dispute mitigation and resolution provisions Severance benefits on voluntary and involuntary separation – and tying them to confidentiality and non-competition Non-disparagement of employer on discharge or voluntary departure Essential mediation and choice of law considerations   Speaker:

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
    Avail. Until
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Course1

Drafting Employment Agreements, Part 1

$79.00

This program will provide you a practical guide to the most important provisions of employment agreements, common sources of dispute and litigation, and traps. The program will cover scope of duties (and how they may change over time), forms of compensation and benefits (including deferred compensation), and objective/measurable performance standards.  The program will also discuss planning for the possible release of the employee, limiting liability, and protecting confidential information and trade secrets to which the employee may have had access. This program will provide you with a practical guide to drafting successful employment agreements. Day 1: Scope of an employee’s duties and modification as facts and circumstances change Objective and measurable performance benchmarks tied to incentive compensation Forms of compensation, deferred compensation, and fringe benefits Protecting trade secrets – non-competition and non-disclosure mechanisms   Day 2: Term of employment – fixed or variable terms, extensions, and discharge Anticipating severance and building in dispute mitigation and resolution provisions Severance benefits on voluntary and involuntary separation – and tying them to confidentiality and non-competition Non-disparagement of employer on discharge or voluntary departure Essential mediation and choice of law considerations   Speaker:

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
    Avail. Until
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