Course1

Risky Tenants: Drafting Issues for Landlords

$65.00

Landlords (and their lenders) want nothing more than certainty in the stream of rental payments from tenants. When risks are involved – because of the profile of the tenant or the nature of its operations – landlords seek to offset the risk through higher rents and protective provisions in leases. Those provisions may include restrictions on usage, insurance requirements, more thoroughgoing inspections or other restrictions.  This program will provide you with a guide to drafting and negotiating leases when a landlord has a risky tenant, with an emphasis on offsetting or compensation for that additional risk.    Drafting protections for landlords when tenants pose legal or operational risks – including cannabis businesses Identifying points of potential liability – financial and otherwise – for landlords Drafting scope of tenant use to permit activity but limit landlord risk Economic issues – rent, guarantees, insurance, supplemental payments, escrow Termination provisions – when can the landlord pull the plug?   Speaker: 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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/1/2023
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Course1

Drafting Liquidated Damages Clauses

$65.00

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

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/1/2023
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Course1

Capital Calls – Agreements to Contribute More Capital Over Time

$65.00

Many companies need additional capital to fund current operations and fuel growth.  When raising capital, these companies often look first to their existing investor base. The company may build into its operative documents – shareholder agreements, operating agreements, even its articles of incorporation or organization – a plan whereby the company can “call” on existing investors to contribute additional capital. There are various mechanisms for achieving these types of “capital calls” and adjusting the ownership interests and other rights of incumbent investors who do not contribute additional capital. This program will provide you a practical guide to planning capital calls in closely held businesses, including how to adjust the financial and governance rights of the company’s owners. Advantages/disadvantages of requiring capital from existing investor base over time Forms of follow-on contributions – pro-rata and other structures Readjustment of stake in company when certain investors do not participate – dilution issues Voting, informational and related issues on the contribution of additional capital Obtaining additional capital from investors beyond the original Counseling clients about potential investor group disputes   Speaker: C. Ben Huber is a partner in the Denver office of Greenburg Traurig, LLP, where he has a broad transactional practice encompassing mergers and acquisitions, restructurings and reorganizations, corporate finance, capital markets, venture funds, commercial transactions and general corporate law.  He also has substantial experience as counsel to high tech, biotech and software companies in the development, protection and licensing of intellectual property.  His clients include start-up companies, family- and other closely-held businesses, middle market business, Fortune 500 companies, venture funds and institutional investors.  Mr. Huber earned his B.A. from the University of Colorado and his J.D. at the University of Colorado Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/1/2023
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Course1

1031 Like-Kind Exchanges in Trust and Estate Planning

$65.00

For clients with significant real estate portfolios in their estates, Section 1031 like-kind exchanges can be a very effective tool for deferring gain. Recent tax legislation has scrambled familiar tax, economic, and practical considerations for making a like-kind exchange, in some circumstances making these techniques more attractive than before, but in others (incoming producing property) less attractive.  There are also substantial real estate law traps in like-kind exchanges.  This program will provide you with a practitioner’s guide to using new like-kind exchange rules in trust and estate planning.    Trust and estate planning opportunities using Section 1031 like-kind exchanges How the 2017 tax law changed conventional considerations of using like-kind exchanges Review of major non-estate tax issues for estate planners when using like-kind exchanges Circumstances when it no long makes sense to use like-kind exchanges for income-producing party Real estate traps when using like-kind exchanges in trust planning   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. Susan Wheatley is a partner in the Cincinnati office of Taft Stettinius & Hollister LLP and chair of its trust and estate planning practice. Her practice focuses on advising clients on their estate and business succession planning.  She also advises clients about sophisticated charitable and gifting giving strategies. She is a Fellow of the American College of Trust and Estate Counsel and an adjunct professor of law at the University of Cincinnati College of Law.  Ms.Wheatley earned her B.A. at Yale University and her J.D. from Northwestern University School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/1/2023
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Course1

2021 Uniform Commercial Code/Commercial Law Update

$65.00

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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/1/2023
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Course1

LIVE REPLAY: Employment Law Torts

$65.00

The workplace is deep with potential torts.  Hiring can be a delicate balance of adequately investigating the background of an applicant without making legally prohibited searches or inquiries.  Workplace supervision in a technologically interconnected age can easily give rise to claims of invasions of privacy. Workplace investigations, often involving conflicts among employees, can implicate claims of basis, discrimination, harassment, intentional infliction of emotional distress, defamation, and retaliation.  At every stage of the employment process there are potential torts.  This program will provide you with a practical guide to employer tort liability in the workplace.  Torts in hiring –balancing act of background checks, drug/cannabis checks, and the standard of foreseeability Privacy based torts – monitoring employee social media and other digital communications/posts Negligent retention of potentially dangerous employees Torts in workplace investigations – intentional infliction of emotional distress, defamation, false light torts Negligent supervision of troubled employees Best practices and defenses for employers to avoid or limit liability   Speaker: Alex J. Maturi is an attorney in the Chicago office of Paul Hastings, LLP, where he represents employers in all aspects of employment law, including discrimination, harassment, wrongful discharge, and wage and hour matters. He also counsels clients on compliance with state and federal law, and advises employers facing investigations initiated by the EEOC, OFCCP, and various state agencies.  During law school, he served as an extern judicial clerk to Judge Robert W. Gettleman of the U.S. District Court for the Northern District of Illinois. Mr. Maturi earned his B.A., cum laude, Illinois Wesleyan University and his J.D., cum laude, from Northwestern University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/18/2021
    Presented
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Course1

LIVE REPLAY: Employment Law Torts

$65.00

The workplace is deep with potential torts.  Hiring can be a delicate balance of adequately investigating the background of an applicant without making legally prohibited searches or inquiries.  Workplace supervision in a technologically interconnected age can easily give rise to claims of invasions of privacy. Workplace investigations, often involving conflicts among employees, can implicate claims of basis, discrimination, harassment, intentional infliction of emotional distress, defamation, and retaliation.  At every stage of the employment process there are potential torts.  This program will provide you with a practical guide to employer tort liability in the workplace.  Torts in hiring –balancing act of background checks, drug/cannabis checks, and the standard of foreseeability Privacy based torts – monitoring employee social media and other digital communications/posts Negligent retention of potentially dangerous employees Torts in workplace investigations – intentional infliction of emotional distress, defamation, false light torts Negligent supervision of troubled employees Best practices and defenses for employers to avoid or limit liability   Speaker: Alex J. Maturi is an attorney in the Chicago office of Paul Hastings, LLP, where he represents employers in all aspects of employment law, including discrimination, harassment, wrongful discharge, and wage and hour matters. He also counsels clients on compliance with state and federal law, and advises employers facing investigations initiated by the EEOC, OFCCP, and various state agencies.  During law school, he served as an extern judicial clerk to Judge Robert W. Gettleman of the U.S. District Court for the Northern District of Illinois. Mr. Maturi earned his B.A., cum laude, Illinois Wesleyan University and his J.D., cum laude, from Northwestern University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/18/2021
    Presented
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Course1

2021 Americans with Disabilities Act Update

$65.00

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 Essential functions and qualification standards Leave as a reasonable accommodation, including the EEOC’s guidance Undue hardship, including recent cases involving cost as an employer’s affirmative defense Developments related to reassignment to another job category Trends in the interactive process    Speaker: Blake Bertagna is an attorney in the Orange County, California office of Paul Hastings, LLP.  He defends employers in both the federal and state courts in complex employment litigation, including class action and multi-plaintiff employment discrimination lawsuits, wage and hour class and collective actions, and trade secrets and restrictive covenant matters, as well as individual cases for discrimination, harassment, retaliation, wrongful discharge, and other statutory, contract, and tort claims.  Mr. Bertagna earned his B.A., cum laude, from Brigham Young University and his J.D., magna cum laude, from Brigham Young University Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/19/2021
    Presented
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Course1

2021 Americans with Disabilities Act Update

$65.00

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 Essential functions and qualification standards Leave as a reasonable accommodation, including the EEOC’s guidance Undue hardship, including recent cases involving cost as an employer’s affirmative defense Developments related to reassignment to another job category Trends in the interactive process    Speaker: Blake Bertagna is an attorney in the Orange County, California office of Paul Hastings, LLP.  He defends employers in both the federal and state courts in complex employment litigation, including class action and multi-plaintiff employment discrimination lawsuits, wage and hour class and collective actions, and trade secrets and restrictive covenant matters, as well as individual cases for discrimination, harassment, retaliation, wrongful discharge, and other statutory, contract, and tort claims.  Mr. Bertagna earned his B.A., cum laude, from Brigham Young University and his J.D., magna cum laude, from Brigham Young University Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/19/2021
    Presented
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Course1

Ethical Issues When Representing the Elderly

$65.00

  Many ethical issues arise when lawyers represent elderly clients. Foremost among these issues is determining whether a client has the capacity to make valid decisions – and if not, then what? There are many conflict of interest issues, including whether direction is taken from the elderly person or another person (often an adult child) who is paying for the representation. There are also issues involving the exercise of undue influence by a caregiver or other person, including the validity of gifts to that person. Issues of preserving confidentiality and the attorney-client privilege when meetings are held in the presence of children or caregivers are also very important. This program will provide you with a practical guide to the most important ethical issues when lawyers represent elderly clients.   Determining whether your elderly client has capacity – and identifying your client Practical alternatives if you determine a client doesn’t have capacity Conflicts of interest between the elderly client and the person paying for the representation, including the validity of gifts Preserving confidentiality and the attorney-client privilege when a caregiver or third party is in client meetings Clients who lose capacity during a continuing representation Ethical issues involved with undue influence over the elderly – what should you do? Elder abuse issues – how to spot it and what to do if you discover it   Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 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 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a 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. 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.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/20/2021
    Presented
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Course1

Ethical Issues When Representing the Elderly

$65.00

  Many ethical issues arise when lawyers represent elderly clients. Foremost among these issues is determining whether a client has the capacity to make valid decisions – and if not, then what? There are many conflict of interest issues, including whether direction is taken from the elderly person or another person (often an adult child) who is paying for the representation. There are also issues involving the exercise of undue influence by a caregiver or other person, including the validity of gifts to that person. Issues of preserving confidentiality and the attorney-client privilege when meetings are held in the presence of children or caregivers are also very important. This program will provide you with a practical guide to the most important ethical issues when lawyers represent elderly clients.   Determining whether your elderly client has capacity – and identifying your client Practical alternatives if you determine a client doesn’t have capacity Conflicts of interest between the elderly client and the person paying for the representation, including the validity of gifts Preserving confidentiality and the attorney-client privilege when a caregiver or third party is in client meetings Clients who lose capacity during a continuing representation Ethical issues involved with undue influence over the elderly – what should you do? Elder abuse issues – how to spot it and what to do if you discover it   Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 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 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a 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. 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.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/20/2021
    Presented
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Course1

Ownership of Ideas Created on the Job

$65.00

Ownership of “ideas” – tangible inventions, “know-how” or processes, or other tangible or intangible property – is often an area of substantial dispute between the creator/inventor and his or her employer.  Though it seems axiomatic the creator owns invention, if the invention – often very valuable property – is created on the job or using employer resources, the employer has a substantial claim to ownership. Indeed, the employee may have been hired for the purpose of creating intellectual property essential to the employer’s success.  Putting in place policies and procedures to ensure employers have clear title to this type of property is essential to avoid protracted, costly, and potentially ruinous litigation. This program will provide you with a practical guide to ownership of intellectual property created on the job.    Ownership of ideas, information, know-how and other property created on the job by employees Impact of scope of an employee’s duties on ownership of property created on the job Role of adequate compensation in protecting employer property How some property created on the job is an employee’s – not the employer’s – even if in scope of duties Essential agreements, policies, and practices to preserve employer property What to do if asserts ownership to property created on the job   Speakers: Elen Wetzel is partner in the Seattle office of Dorsey & Whitney, LLP, where her practice focuses on patent preparation and prosecution, opinions, and counseling of clients across a variety of industries including energy, manufacturing, transportation, electronics, and e-commerce. As part of her practice, she regularly conducts invention disclosure meetings and prepares patent applications and formal correspondence with the patent office for a variety of clients.  Prior to private practice, she served in an in-house role at a larger aerospace manufacturer. By training, she is an aerospace engineer.  Ms. Wetzel earned her B.S.E., cum laude, from the University of Michigan and her J.D., cum laude, from Seattle University School of Law. Angela Morrison is a partner in the Denver office of Dorsey & Whitney, LLP, where she helps clients gain, manage, and leverage intellectual property assets in the United States and internationally. She regularly assists clients in the biotechnology, pharmaceutical, chemical, and agricultural industries. Her background is in cellular and molecular biology, including graduate work that focused on post-transcriptional modification of RNA and its effect on gene expression.  She earned her B.S. from the University of Michigan, with high distinction and honors, her M.S. from Colorado State University, and her J.D. from the University of Colorado School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/21/2021
    Presented
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Course1

Ownership of Ideas Created on the Job

$65.00

Ownership of “ideas” – tangible inventions, “know-how” or processes, or other tangible or intangible property – is often an area of substantial dispute between the creator/inventor and his or her employer.  Though it seems axiomatic the creator owns invention, if the invention – often very valuable property – is created on the job or using employer resources, the employer has a substantial claim to ownership. Indeed, the employee may have been hired for the purpose of creating intellectual property essential to the employer’s success.  Putting in place policies and procedures to ensure employers have clear title to this type of property is essential to avoid protracted, costly, and potentially ruinous litigation. This program will provide you with a practical guide to ownership of intellectual property created on the job.    Ownership of ideas, information, know-how and other property created on the job by employees Impact of scope of an employee’s duties on ownership of property created on the job Role of adequate compensation in protecting employer property How some property created on the job is an employee’s – not the employer’s – even if in scope of duties Essential agreements, policies, and practices to preserve employer property What to do if asserts ownership to property created on the job   Speakers: Elen Wetzel is partner in the Seattle office of Dorsey & Whitney, LLP, where her practice focuses on patent preparation and prosecution, opinions, and counseling of clients across a variety of industries including energy, manufacturing, transportation, electronics, and e-commerce. As part of her practice, she regularly conducts invention disclosure meetings and prepares patent applications and formal correspondence with the patent office for a variety of clients.  Prior to private practice, she served in an in-house role at a larger aerospace manufacturer. By training, she is an aerospace engineer.  Ms. Wetzel earned her B.S.E., cum laude, from the University of Michigan and her J.D., cum laude, from Seattle University School of Law. Angela Morrison is a partner in the Denver office of Dorsey & Whitney, LLP, where she helps clients gain, manage, and leverage intellectual property assets in the United States and internationally. She regularly assists clients in the biotechnology, pharmaceutical, chemical, and agricultural industries. Her background is in cellular and molecular biology, including graduate work that focused on post-transcriptional modification of RNA and its effect on gene expression.  She earned her B.S. from the University of Michigan, with high distinction and honors, her M.S. from Colorado State University, and her J.D. from the University of Colorado School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/21/2021
    Presented
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Course1

Lawyer Ethics When Working with Paralegals

$65.00

Paralegals are often essential for lawyers to successfully practice law.  Paralegals conduct basic legal research, help review and prepare documents, and sometimes screen clients.  Still, they are not lawyers and not directly subject to the ethics rules applicable to lawyers. But the lawyers who supervise their work are responsible for their actions and liable for any improper conduct.  Lawyers are responsible for ensuring that their paralegals’ work conforms to ethics rules. If a paralegal’s actions breach client confidentiality, compromise the attorney-client privilege, or are otherwise improper, the supervising lawyer is ethically responsible for that misconduct.  This program will provide you with a practical guide to how ethics rules make supervising lawyers responsible for the actions of their paralegals.   Conflicts of interest and the attribution of paralegal knowledge about client matters Determining when paralegal research and document preparation becomes the unauthorized practice of law How paralegals must be instructed about client confidentiality – and lawyer consequences on breach Attorney-client privilege implications when clients communicate with paralegals – and risk of inadvertent disclosure Issues when paralegals participate in discovery Fee sharing with paralegals   Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 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 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/22/2021
    Presented
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Course1

Lawyer Ethics When Working with Paralegals

$65.00

Paralegals are often essential for lawyers to successfully practice law.  Paralegals conduct basic legal research, help review and prepare documents, and sometimes screen clients.  Still, they are not lawyers and not directly subject to the ethics rules applicable to lawyers. But the lawyers who supervise their work are responsible for their actions and liable for any improper conduct.  Lawyers are responsible for ensuring that their paralegals’ work conforms to ethics rules. If a paralegal’s actions breach client confidentiality, compromise the attorney-client privilege, or are otherwise improper, the supervising lawyer is ethically responsible for that misconduct.  This program will provide you with a practical guide to how ethics rules make supervising lawyers responsible for the actions of their paralegals.   Conflicts of interest and the attribution of paralegal knowledge about client matters Determining when paralegal research and document preparation becomes the unauthorized practice of law How paralegals must be instructed about client confidentiality – and lawyer consequences on breach Attorney-client privilege implications when clients communicate with paralegals – and risk of inadvertent disclosure Issues when paralegals participate in discovery Fee sharing with paralegals   Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 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 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a 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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/22/2021
    Presented
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Course1

LIVE REPLAY: Rights of First Offer, First Refusal in Real Estate

$65.00

Rights of first refusal and rights of first offer are frequently used in commercial real estate transactions, establishing rights to acquire property from a seller before it hits the market.  The practical effect of these tools is often to exert downward pressure on the price of the property and hamper development of a third-party market.  Rights of first refusal can help hasten a deal among buyers and sellers or landlords and tenants, thereby reducing costs, or they can be a costly waste of time. There are many subtle differences between rights of first refusal and rights of first offer, each with subtle tradeoffs for counter-parties that must be considered in context of a particular transaction.  This program will provide you with a practical guide to drafting rights of first refusal and rights of first offer in real estate. How rights of first refusal and rights of first offer work in real estate transactions Real-world costs, tradeoffs and risks of each type of right – and drafting tips and traps Best circumstances in which these mechanisms are used in property acquisitions, sales, and leasing How rights of refusal depress prices &limiting third party interest in the property – and how to mitigate Practical strategies for buyers and sellers, landlords and tenants when negotiating these rights   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/25/2021
    Presented
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Course1

LIVE REPLAY: Rights of First Offer, First Refusal in Real Estate

$65.00

Rights of first refusal and rights of first offer are frequently used in commercial real estate transactions, establishing rights to acquire property from a seller before it hits the market.  The practical effect of these tools is often to exert downward pressure on the price of the property and hamper development of a third-party market.  Rights of first refusal can help hasten a deal among buyers and sellers or landlords and tenants, thereby reducing costs, or they can be a costly waste of time. There are many subtle differences between rights of first refusal and rights of first offer, each with subtle tradeoffs for counter-parties that must be considered in context of a particular transaction.  This program will provide you with a practical guide to drafting rights of first refusal and rights of first offer in real estate. How rights of first refusal and rights of first offer work in real estate transactions Real-world costs, tradeoffs and risks of each type of right – and drafting tips and traps Best circumstances in which these mechanisms are used in property acquisitions, sales, and leasing How rights of refusal depress prices &limiting third party interest in the property – and how to mitigate Practical strategies for buyers and sellers, landlords and tenants when negotiating these rights   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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/25/2021
    Presented
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Course1

LIVE REPLAY: Ethics in Trust and Estate Practice

$65.00

Trust and estate practice often sits at the intersection of money, aging clients, family drama, easy accusations of self-dealing and misdeeds, dispute – and anger.  This turbulent combination of circumstances can put attorneys in difficult ethical spots. Questions about the competence of aging clients in combination with family drama can easily lead to ethical complaints and eventually litigation. There are also issues of decision-making authority and confidentiality if someone other than the client is paying for the representation.  Conflicts of interest, especially where a longtime client may gift something to the attorney, are rife. This program will provide you with a practical guide to substantial ethical issues in trust and estate practice. Working with clients with diminished capacity and protecting against challenges Confidentiality – understanding what information is confidential and when and to whom it can be disclosed Conflicts of interest – joint and common representations, husbands and wives, multiple generations of a family Gifts from clients – what lawyers may accept, what should they decline? Special issues when someone other than the client pays for a representation   Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 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 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a 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. 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/26/2021
    Presented
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Course1

LIVE REPLAY: Ethics in Trust and Estate Practice

$65.00

Trust and estate practice often sits at the intersection of money, aging clients, family drama, easy accusations of self-dealing and misdeeds, dispute – and anger.  This turbulent combination of circumstances can put attorneys in difficult ethical spots. Questions about the competence of aging clients in combination with family drama can easily lead to ethical complaints and eventually litigation. There are also issues of decision-making authority and confidentiality if someone other than the client is paying for the representation.  Conflicts of interest, especially where a longtime client may gift something to the attorney, are rife. This program will provide you with a practical guide to substantial ethical issues in trust and estate practice. Working with clients with diminished capacity and protecting against challenges Confidentiality – understanding what information is confidential and when and to whom it can be disclosed Conflicts of interest – joint and common representations, husbands and wives, multiple generations of a family Gifts from clients – what lawyers may accept, what should they decline? Special issues when someone other than the client pays for a representation   Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 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 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a 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. 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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/26/2021
    Presented
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Course1

Trust and Estate Planning Issues in Divorce

$65.00

Martial separation and divorce are times fraught with emotion, but also fraught with financial decisions that have a major estate, trust and tax implications.  Transfers pursuant to divorce are generally tax-deferred.  But there are many complications, including the transfer of property over time or where the value may not be known, the assumption of debts, the treatment of income held in trust, and also complex issues of beneficiary designations in retirement plans and insurance contracts. If not properly planned, these transfers can have substantially adverse and often unanticipated consequences.  Thus program will cover major issues in trust and estate planning for divorce.   Treatment of income from and property held in trust on divorce Traps surrounding beneficiary designations on retirement benefits and insurance contracts Opportunities for post-nuptial agreements to resolve lingering disputes Issues related to the sale or transfer of personal residences Income tax issues when property and debt are separated in divorce Health care issues for children, including insurance for the divorcing spouse Educational expenses for children over time   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/27/2021
    Presented
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Course1

Trust and Estate Planning Issues in Divorce

$65.00

Martial separation and divorce are times fraught with emotion, but also fraught with financial decisions that have a major estate, trust and tax implications.  Transfers pursuant to divorce are generally tax-deferred.  But there are many complications, including the transfer of property over time or where the value may not be known, the assumption of debts, the treatment of income held in trust, and also complex issues of beneficiary designations in retirement plans and insurance contracts. If not properly planned, these transfers can have substantially adverse and often unanticipated consequences.  Thus program will cover major issues in trust and estate planning for divorce.   Treatment of income from and property held in trust on divorce Traps surrounding beneficiary designations on retirement benefits and insurance contracts Opportunities for post-nuptial agreements to resolve lingering disputes Issues related to the sale or transfer of personal residences Income tax issues when property and debt are separated in divorce Health care issues for children, including insurance for the divorcing spouse Educational expenses for children over time   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
  • 1/27/2021
    Presented
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Course1

Equity & Diversity in Law Practice: Best Practices for Law Firms

$65.00

This program will provide you with a practical guide to diversity, inclusion, and equity in law firms and in clients. The program will discuss the value of diversity and inclusion, including how it fosters collegiality, greater client value, and organizational and personal growth.  The panel will look at real world case studies of what types of diversity training work and help law firms – and also review those types of training that do not work. The program cover best practices not only for law firms but also for advising clients on developing diversity, inclusion, and equity training and practices.   Types of diversity – internal, external, organizational, and world-view Racial and ethnic, generational and age, gender, socio-economic diversity Training to raise awareness of unconscious bias v. promoting allyship and inclusivity What types of diversity training work – and what types do not work? Best practices in helping law firms and their clients grow in diversity, inclusion and equity   Speakers: Michele Lomax is an attorney and consultant with extensive expertise in contract negotiation and diversity and inclusion. For more than ten years, she held legal and management roles for one of the nation’s premier consulting firms specializing in minority business economic development, supplier diversity, and diversity and inclusion. She has helped numerous Fortune 500 clients with their focus on compliance with diversity directives. In private practice, she has held leadership roles in acquisitions, corporate structuring, and management, negotiation and structuring of strategic partnerships, and project development. Ms. Lomax earned her B.A. from the University of Washington and her J.D. from the University of Chicago Law School. Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/28/2021
    Presented
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Course1

Equity & Diversity in Law Practice: Best Practices for Law Firms

$65.00

This program will provide you with a practical guide to diversity, inclusion, and equity in law firms and in clients. The program will discuss the value of diversity and inclusion, including how it fosters collegiality, greater client value, and organizational and personal growth.  The panel will look at real world case studies of what types of diversity training work and help law firms – and also review those types of training that do not work. The program cover best practices not only for law firms but also for advising clients on developing diversity, inclusion, and equity training and practices.   Types of diversity – internal, external, organizational, and world-view Racial and ethnic, generational and age, gender, socio-economic diversity Training to raise awareness of unconscious bias v. promoting allyship and inclusivity What types of diversity training work – and what types do not work? Best practices in helping law firms and their clients grow in diversity, inclusion and equity   Speakers: Michele Lomax is an attorney and consultant with extensive expertise in contract negotiation and diversity and inclusion. For more than ten years, she held legal and management roles for one of the nation’s premier consulting firms specializing in minority business economic development, supplier diversity, and diversity and inclusion. She has helped numerous Fortune 500 clients with their focus on compliance with diversity directives. In private practice, she has held leadership roles in acquisitions, corporate structuring, and management, negotiation and structuring of strategic partnerships, and project development. Ms. Lomax earned her B.A. from the University of Washington and her J.D. from the University of Chicago Law School. 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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/28/2021
    Presented
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Course1

Ethics and Client Money: Trust Funds, Expenses, Setoffs & More

$65.00

Whenever an attorney takes money from a client – for fees billed, to cover expenses, as a retainer, or held in trust – there are substantial ethical issues involved.  Many ethical complaints arise from accusations that an attorney mishandled funds. In billing and collecting fees and expenses, there are issues about whether the fees and expenses were explained in advance and are proper in relation to services provided.  If an attorney accepts credit cards from clients, there are significant issues related to disclosure, Truth-in-Lending laws, chargebacks, pass-through of merchant processing fees, and confidentiality.  In trust funds, there are issues of segregation of funds, accounting, and more. This program will provide you with a practical guide to the many ethical issues that arise when attorneys, clients, and money mix.   Traps in trust fund accounting and the risks of “set-offs” of disputed amounts Disclosure and documentation of trust accounting of client money Retainers – use, accounting, and regular communications Accepting credit card payments from clients –  pass-through processing fees, Truth-in-Lending, disclosure and confidentiality Confidentiality when a client has a dispute with his credit card company – ethical tension of client duties and contractual obligations Use of credit cards to fund a retainer and related trust fund accounting issues – trust funds v. operating funds   Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 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 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/29/2021
    Presented
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Course1

Ethics and Client Money: Trust Funds, Expenses, Setoffs & More

$65.00

Whenever an attorney takes money from a client – for fees billed, to cover expenses, as a retainer, or held in trust – there are substantial ethical issues involved.  Many ethical complaints arise from accusations that an attorney mishandled funds. In billing and collecting fees and expenses, there are issues about whether the fees and expenses were explained in advance and are proper in relation to services provided.  If an attorney accepts credit cards from clients, there are significant issues related to disclosure, Truth-in-Lending laws, chargebacks, pass-through of merchant processing fees, and confidentiality.  In trust funds, there are issues of segregation of funds, accounting, and more. This program will provide you with a practical guide to the many ethical issues that arise when attorneys, clients, and money mix.   Traps in trust fund accounting and the risks of “set-offs” of disputed amounts Disclosure and documentation of trust accounting of client money Retainers – use, accounting, and regular communications Accepting credit card payments from clients –  pass-through processing fees, Truth-in-Lending, disclosure and confidentiality Confidentiality when a client has a dispute with his credit card company – ethical tension of client duties and contractual obligations Use of credit cards to fund a retainer and related trust fund accounting issues – trust funds v. operating funds   Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 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 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a 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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/29/2021
    Presented
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Course1

LIVE REPLAY: The Ins-and-Out of Licensing Technology, Part 1

$65.00

Licenses are complex agreements governing the use of software, technology and other inventions.  Most companies depend on technology it licenses to create operate and create value.  But these complex instruments are also traps for the unwary, blending how and when the licensed technology can be used, in what territory, and by whom.  Licenses also incorporate sprawling indemnity and damages provisions. Carefully drafted, negotiated or reviewed, licenses can be the fount of great value. But their complexity is also fraught with traps.  This program will provide you with an intermediate-level guide to drafting and reviewing the most important provisions of licenses, including scope of use, property ownership and adaptation, royalties, warranties and indemnity, and remedies.   Day 1: Drafting and reviewing the most important provisions of client licenses Defining the scope of the license – usage, territory, time and updates Royalties – different structures and audits Warranties in licensing – implied and express Protecting the exchange of confidential information – employee issues and trade secrets   Day 2: Remedies on breach – financial liability and specific performance Indemnity – scope of obligation, exclusions, mechanics, remedies/triggers Limitation of liability – forms liability and failure of essential purpose Risk management – insurance, escrow, force majeure IP diligence – what to look for and red flags   Speaker: Matt McKinney is a partner in the Denver office of Koenig, Oelsner, Taylor, Schoenfeld & Gaddis P.C., where his practice focuses on structuring and negotiating complex commercial and technology transactions and representing companies in intellectual property and technology-related matters.  He is experienced with a wide range of contracts regarding the commercialization and protection of intellectual property including software, content, patent and trademark licenses, and software as a service (SaaS) agreements.  Mr. McKinney earned his B.A. from Grinnell College and his J.D., with distinction, from the University of Iowa College of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/1/2021
    Presented
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Course1

LIVE REPLAY: The Ins-and-Out of Licensing Technology, Part 1

$65.00

Licenses are complex agreements governing the use of software, technology and other inventions.  Most companies depend on technology it licenses to create operate and create value.  But these complex instruments are also traps for the unwary, blending how and when the licensed technology can be used, in what territory, and by whom.  Licenses also incorporate sprawling indemnity and damages provisions. Carefully drafted, negotiated or reviewed, licenses can be the fount of great value. But their complexity is also fraught with traps.  This program will provide you with an intermediate-level guide to drafting and reviewing the most important provisions of licenses, including scope of use, property ownership and adaptation, royalties, warranties and indemnity, and remedies.   Day 1: Drafting and reviewing the most important provisions of client licenses Defining the scope of the license – usage, territory, time and updates Royalties – different structures and audits Warranties in licensing – implied and express Protecting the exchange of confidential information – employee issues and trade secrets   Day 2: Remedies on breach – financial liability and specific performance Indemnity – scope of obligation, exclusions, mechanics, remedies/triggers Limitation of liability – forms liability and failure of essential purpose Risk management – insurance, escrow, force majeure IP diligence – what to look for and red flags   Speaker: Matt McKinney is a partner in the Denver office of Koenig, Oelsner, Taylor, Schoenfeld & Gaddis P.C., where his practice focuses on structuring and negotiating complex commercial and technology transactions and representing companies in intellectual property and technology-related matters.  He is experienced with a wide range of contracts regarding the commercialization and protection of intellectual property including software, content, patent and trademark licenses, and software as a service (SaaS) agreements.  Mr. McKinney earned his B.A. from Grinnell College and his J.D., with distinction, from the University of Iowa College of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 2/1/2021
    Presented
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Course1

LIVE REPLAY: The Ins-and-Out of Licensing Technology, Part 2

$65.00

Licenses are complex agreements governing the use of software, technology and other inventions.  Most companies depend on technology it licenses to create operate and create value.  But these complex instruments are also traps for the unwary, blending how and when the licensed technology can be used, in what territory, and by whom.  Licenses also incorporate sprawling indemnity and damages provisions. Carefully drafted, negotiated or reviewed, licenses can be the fount of great value. But their complexity is also fraught with traps.  This program will provide you with an intermediate-level guide to drafting and reviewing the most important provisions of licenses, including scope of use, property ownership and adaptation, royalties, warranties and indemnity, and remedies.   Day 1: Drafting and reviewing the most important provisions of client licenses Defining the scope of the license – usage, territory, time and updates Royalties – different structures and audits Warranties in licensing – implied and express Protecting the exchange of confidential information – employee issues and trade secrets   Day 2: Remedies on breach – financial liability and specific performance Indemnity – scope of obligation, exclusions, mechanics, remedies/triggers Limitation of liability – forms liability and failure of essential purpose Risk management – insurance, escrow, force majeure IP diligence – what to look for and red flags   Speaker: Matt McKinney is a partner in the Denver office of Koenig, Oelsner, Taylor, Schoenfeld & Gaddis P.C., where his practice focuses on structuring and negotiating complex commercial and technology transactions and representing companies in intellectual property and technology-related matters.  He is experienced with a wide range of contracts regarding the commercialization and protection of intellectual property including software, content, patent and trademark licenses, and software as a service (SaaS) agreements.  Mr. McKinney earned his B.A. from Grinnell College and his J.D., with distinction, from the University of Iowa College of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/2/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: The Ins-and-Out of Licensing Technology, Part 2

$65.00

Licenses are complex agreements governing the use of software, technology and other inventions.  Most companies depend on technology it licenses to create operate and create value.  But these complex instruments are also traps for the unwary, blending how and when the licensed technology can be used, in what territory, and by whom.  Licenses also incorporate sprawling indemnity and damages provisions. Carefully drafted, negotiated or reviewed, licenses can be the fount of great value. But their complexity is also fraught with traps.  This program will provide you with an intermediate-level guide to drafting and reviewing the most important provisions of licenses, including scope of use, property ownership and adaptation, royalties, warranties and indemnity, and remedies.   Day 1: Drafting and reviewing the most important provisions of client licenses Defining the scope of the license – usage, territory, time and updates Royalties – different structures and audits Warranties in licensing – implied and express Protecting the exchange of confidential information – employee issues and trade secrets   Day 2: Remedies on breach – financial liability and specific performance Indemnity – scope of obligation, exclusions, mechanics, remedies/triggers Limitation of liability – forms liability and failure of essential purpose Risk management – insurance, escrow, force majeure IP diligence – what to look for and red flags   Speaker: Matt McKinney is a partner in the Denver office of Koenig, Oelsner, Taylor, Schoenfeld & Gaddis P.C., where his practice focuses on structuring and negotiating complex commercial and technology transactions and representing companies in intellectual property and technology-related matters.  He is experienced with a wide range of contracts regarding the commercialization and protection of intellectual property including software, content, patent and trademark licenses, and software as a service (SaaS) agreements.  Mr. McKinney earned his B.A. from Grinnell College and his J.D., with distinction, from the University of Iowa College of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 2/2/2021
    Presented
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Course1

Exit Strategies: Selling Companies to Employees, Part 1

$65.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/3/2021
    Presented
SEE MORE