Course1

Drafting LLC Operating Agreements, Part 1

$65.00

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

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/6/2025
    Avail. Until
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Course1

Drafting LLC Operating Agreements, Part 2

$65.00

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

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/7/2025
    Avail. Until
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Course1

Taxation of Settlements & Judgments in Civil Litigation

$65.00

Two of the questions clients have about settlements are: Is the settlement taxable? And if so, how is the settlement treated for tax purposes?  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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/12/2026
    Avail. Until
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Course1

Taxation of Settlements & Judgments in Civil Litigation

$65.00

The tax treatment of a settlement can matter as much as the amount. We break down income inclusion, exclusions, fees, interest, and timing so you can negotiate with tax in mind. Draft allocations that withstand scrutiny and avoid unpleasant surprises at filing time.   Distinguish taxable, excludable, and capital amounts in common claims. Address attorney-fee reporting, deductibility, and Forms 1099 and W-2. Use allocation language and releases to support intended tax results. Evaluate timing options, structured settlements, and interest components.   Speaker: Stephen J. Turanchik is an attorney in the Tax practice of Paul Hastings and is based in the firm’s Los Angeles office. Mr. Turanchik's practice focuses on tax controversy and litigation at the state and federal levels and tax advice on international reporting. Mr. Turanchik previously litigated for six years for the U.S. Department of Justice, Tax Division, Civil Trial Section out of Washington, DC. Mr. Turanchik has substantial litigation experience. During his tenure with the Tax Division, Mr. Turanchik handled hundreds of tax cases in federal, bankruptcy, state and probate court. He received an Outstanding Attorney award from the Tax Division in 2003.

  • Teleseminar
    Format
  • 60
    Minutes
  • 1/22/2026
    Presented
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Course1

Taxation of Settlements & Judgments in Civil Litigation

$65.00

The tax treatment of a settlement can matter as much as the amount. We break down income inclusion, exclusions, fees, interest, and timing so you can negotiate with tax in mind. Draft allocations that withstand scrutiny and avoid unpleasant surprises at filing time.   Distinguish taxable, excludable, and capital amounts in common claims. Address attorney-fee reporting, deductibility, and Forms 1099 and W-2. Use allocation language and releases to support intended tax results. Evaluate timing options, structured settlements, and interest components.   Speaker: Stephen J. Turanchik is an attorney in the Tax practice of Paul Hastings and is based in the firm’s Los Angeles office. Mr. Turanchik's practice focuses on tax controversy and litigation at the state and federal levels and tax advice on international reporting. Mr. Turanchik previously litigated for six years for the U.S. Department of Justice, Tax Division, Civil Trial Section out of Washington, DC. Mr. Turanchik has substantial litigation experience. During his tenure with the Tax Division, Mr. Turanchik handled hundreds of tax cases in federal, bankruptcy, state and probate court. He received an Outstanding Attorney award from the Tax Division in 2003.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 1/22/2026
    Presented
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Course1

Sophisticated Choice of Entity, Part 1

$65.00

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   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center. Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. Mr. Davidson received his B.A., summa cum laude, from the University of Maryland, his J.D. from the University of Maryland School of Law, and his LL.M. from New York University.

  • MP3 Download
    Format
  • 60
    Minutes
  • 2/2/2026
    Avail. Until
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Course1

Sophisticated Choice of Entity, Part 2

$65.00

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   Day 2:  Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center. Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. Mr. Davidson received his B.A., summa cum laude, from the University of Maryland, his J.D. from the University of Maryland School of Law, and his LL.M. from New York University.

  • MP3 Download
    Format
  • 60
    Minutes
  • 2/3/2026
    Avail. Until
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Course1

2026 AI Update

$65.00

Artificial intelligence continues to revolutionize legal practice at an unprecedented pace, creating both remarkable opportunities and complex ethical challenges for today's practitioners. This essential program provides comprehensive guidance on AI integration, regulatory developments, and professional responsibility considerations that every modern lawyer must understand. Stay ahead of the technological curve while maintaining the highest standards of professional competence and client service.   Master current AI applications transforming legal research, document review, and case analysis Navigate emerging regulatory frameworks governing AI use in legal practice Address ethical considerations including bias, transparency, and client confidentiality in AI systems Implement best practices for AI adoption while managing malpractice and security risks   Speaker: Sean Belding has experience drafting asset purchase and sale agreements, intellectual property licenses, service agreements, and distribution and reseller agreements. Sean also has experience drafting information security agreements, terms of use, and privacy policies, and advising clients regarding data privacy and security matters. He has also drafted complex settlement agreements, advised clients on best practices for intellectual property protection and management, and developed patent and commercial litigation strategies, including noninfringement positions, invalidity arguments, and motion practice.

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/3/2026
    Presented
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Course1

2026 AI Update

$65.00

Artificial intelligence continues to revolutionize legal practice at an unprecedented pace, creating both remarkable opportunities and complex ethical challenges for today's practitioners. This essential program provides comprehensive guidance on AI integration, regulatory developments, and professional responsibility considerations that every modern lawyer must understand. Stay ahead of the technological curve while maintaining the highest standards of professional competence and client service.   Master current AI applications transforming legal research, document review, and case analysis Navigate emerging regulatory frameworks governing AI use in legal practice Address ethical considerations including bias, transparency, and client confidentiality in AI systems Implement best practices for AI adoption while managing malpractice and security risks   Speaker: Sean Belding has experience drafting asset purchase and sale agreements, intellectual property licenses, service agreements, and distribution and reseller agreements. Sean also has experience drafting information security agreements, terms of use, and privacy policies, and advising clients regarding data privacy and security matters. He has also drafted complex settlement agreements, advised clients on best practices for intellectual property protection and management, and developed patent and commercial litigation strategies, including noninfringement positions, invalidity arguments, and motion practice.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 2/3/2026
    Presented
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Course1

LIVE REPLAY: M&A with S Corps: Special Tax Issues

$65.00

Mergers and acquisitions involving S corporations present unique tax considerations that can be tricky to navigate. This session provides an in-depth look at these issues, offering guidance on structuring deals that minimize tax exposure while complying with IRS regulations. Gain insights into how to advise your clients effectively in this specialized area.   Highlights:   Key tax planning considerations for S corporation transactions. Strategies for minimizing tax liabilities during M&A. Understanding built-in gains tax and shareholder basis issues. Compliance with IRS regulations and avoiding common pitfalls. Practical examples of successful S corporation M&A transactions.   Speaker: TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 2/4/2026
    Presented
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Course1

LIVE REPLAY: M&A with S Corps: Special Tax Issues

$65.00

Mergers and acquisitions involving S corporations present unique tax considerations that can be tricky to navigate. This session provides an in-depth look at these issues, offering guidance on structuring deals that minimize tax exposure while complying with IRS regulations. Gain insights into how to advise your clients effectively in this specialized area.   Highlights:   Key tax planning considerations for S corporation transactions. Strategies for minimizing tax liabilities during M&A. Understanding built-in gains tax and shareholder basis issues. Compliance with IRS regulations and avoiding common pitfalls. Practical examples of successful S corporation M&A transactions.   Speaker: TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 2/4/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: M&A with S Corps: Special Tax Issues

$65.00

Mergers and acquisitions involving S corporations present unique tax considerations that can be tricky to navigate. This session provides an in-depth look at these issues, offering guidance on structuring deals that minimize tax exposure while complying with IRS regulations. Gain insights into how to advise your clients effectively in this specialized area.   Highlights:   Key tax planning considerations for S corporation transactions. Strategies for minimizing tax liabilities during M&A. Understanding built-in gains tax and shareholder basis issues. Compliance with IRS regulations and avoiding common pitfalls. Practical examples of successful S corporation M&A transactions.   Speaker: TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 3/26/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: M&A with S Corps: Special Tax Issues

$65.00

Mergers and acquisitions involving S corporations present unique tax considerations that can be tricky to navigate. This session provides an in-depth look at these issues, offering guidance on structuring deals that minimize tax exposure while complying with IRS regulations. Gain insights into how to advise your clients effectively in this specialized area.   Highlights:   Key tax planning considerations for S corporation transactions. Strategies for minimizing tax liabilities during M&A. Understanding built-in gains tax and shareholder basis issues. Compliance with IRS regulations and avoiding common pitfalls. Practical examples of successful S corporation M&A transactions.   Speaker: TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 3/27/2026
    Presented
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Course1

LIVE REPLAY: Sophisticated Choice of Entity, Part 1

$65.00

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   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.   Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/1/2026
    Presented
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Course1

LIVE REPLAY: Sophisticated Choice of Entity, Part 1

$65.00

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   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.   Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/1/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Sophisticated Choice of Entity, Part 2

$65.00

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   Day 2:  Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.   Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/2/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Sophisticated Choice of Entity, Part 2

$65.00

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   Day 2:  Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.   Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/2/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: E-Commerce Tax: Issues When Your Client Sells Good or Services Online

$65.00

Anytime your client’s business sells goods online, they may be required to calculate, collect and remint sales and use taxes for the buyer’s state. If the business sells nationally, they are potentially liable for collecting taxes in more than 7,000 taxing jurisdictions nationwide, even if they have no physical presence in those jurisdictions and markets.  As e-commerce become easier and more cost effective, the tax compliance part becomes far more difficult, especially have the U.S. Supreme Court’s recent seminal decision in South Dakota v. Wayfair.  This program will provide you a practical guide to your client’s sale and use tax compliance obligations when they sell goods on the Internet. New world of state and local sales taxes on the Internet after South Dakota v. Wayfair How physical presence is not required to trigger a state’s taxing jurisdiction Activities that subject a remote seller to a state’s taxing jurisdiction “Cookie laws,” the Cloud, and other digital bases for nexus Understanding the financial, civil and potentially criminal risks of non-compliance Best practices for state and local tax compliance in an uncertain environment   Speakers: 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. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/28/2026
    Presented
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Course1

LIVE REPLAY: E-Commerce Tax: Issues When Your Client Sells Good or Services Online

$65.00

Anytime your client’s business sells goods online, they may be required to calculate, collect and remint sales and use taxes for the buyer’s state. If the business sells nationally, they are potentially liable for collecting taxes in more than 7,000 taxing jurisdictions nationwide, even if they have no physical presence in those jurisdictions and markets.  As e-commerce become easier and more cost effective, the tax compliance part becomes far more difficult, especially have the U.S. Supreme Court’s recent seminal decision in South Dakota v. Wayfair.  This program will provide you a practical guide to your client’s sale and use tax compliance obligations when they sell goods on the Internet. New world of state and local sales taxes on the Internet after South Dakota v. Wayfair How physical presence is not required to trigger a state’s taxing jurisdiction Activities that subject a remote seller to a state’s taxing jurisdiction “Cookie laws,” the Cloud, and other digital bases for nexus Understanding the financial, civil and potentially criminal risks of non-compliance Best practices for state and local tax compliance in an uncertain environment   Speakers: 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. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/28/2026
    Presented
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Course1

Closely Held Company Merger & Acquisitions, Part 1

$65.00

Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2:  Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/8/2026
    Avail. Until
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Course1

Closely Held Company Merger & Acquisitions, Part 2

$65.00

Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2:  Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/9/2026
    Avail. Until
SEE MORE
Course1

Intellectual Property & AI Issues in M&A, Part 1

$65.00

Navigate the evolving landscape of intellectual property due diligence and risk assessment as artificial intelligence transforms both deal evaluation and asset valuation in M&A transactions. This cutting-edge program addresses the unique challenges of identifying, valuing, and transferring IP assets in an AI-driven economy. Master the foundational concepts necessary for competent IP due diligence in modern M&A practice.   Conduct comprehensive IP due diligence including patent portfolios, trade secrets, and AI training data rights Understand valuation methodologies for AI-related intellectual property and data assets Address ownership and licensing issues affecting AI systems and machine learning algorithms Navigate regulatory compliance requirements affecting AI technology transfers in M&A transactions Speakers: Camilla Tobon advises clients on privacy and data security compliance, AI governance, and incident response, drawing on deep knowledge of global data-protection and AI regulations. As director of Shook’s Privacy Compliance and AI Governance Task Forces, she helps organizations manage risk while supporting business objectives, developing streamlined governance practices, embedding privacy and responsible-AI principles into operations, and guiding companies through U.S. and international regulatory requirements. She also assesses privacy and cybersecurity risk, implements proactive safeguards, and assists with investigations, including business email compromise incidents. Camila counsels companies of all sizes on AI governance—creating responsible-use policies, advising on data governance and retention for AI training, and ensuring compliance with consumer-rights obligations. One of the earliest to earn the IAPP’s AIGP certification, she also holds the PLS, FIP, CIPP/E, CIPP/US, and CIPM credentials, and frequently speaks on privacy, AI, and cybersecurity at industry and bar-association events   Elizabeth Manno focuses on technology disputes, including patent infringement, licensing, trade secrets, and other IP litigation. Elizabeth represents leading companies in technology fields including media streaming, software, semiconductors, GPS, wireless devices, internet-of-things, artificial intelligence, and medical devices. She also counsels companies on creating, maintaining, and maximizing the benefits of their IP portfolios. With her holistic approach, Elizabeth provides a steady hand and sound advice at every phase of disputes. She provides pre-suit counseling to help achieve the clients’ goals without litigation. When litigation is necessary, she leads teams toward success and is an especially strong advocate in oral arguments and on appeal.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/11/2026
    Presented
SEE MORE
Course1

Intellectual Property & AI Issues in M&A, Part 1

$65.00

Navigate the evolving landscape of intellectual property due diligence and risk assessment as artificial intelligence transforms both deal evaluation and asset valuation in M&A transactions. This cutting-edge program addresses the unique challenges of identifying, valuing, and transferring IP assets in an AI-driven economy. Master the foundational concepts necessary for competent IP due diligence in modern M&A practice.   Conduct comprehensive IP due diligence including patent portfolios, trade secrets, and AI training data rights Understand valuation methodologies for AI-related intellectual property and data assets Address ownership and licensing issues affecting AI systems and machine learning algorithms Navigate regulatory compliance requirements affecting AI technology transfers in M&A transactions Speakers: Camilla Tobon advises clients on privacy and data security compliance, AI governance, and incident response, drawing on deep knowledge of global data-protection and AI regulations. As director of Shook’s Privacy Compliance and AI Governance Task Forces, she helps organizations manage risk while supporting business objectives, developing streamlined governance practices, embedding privacy and responsible-AI principles into operations, and guiding companies through U.S. and international regulatory requirements. She also assesses privacy and cybersecurity risk, implements proactive safeguards, and assists with investigations, including business email compromise incidents. Camila counsels companies of all sizes on AI governance—creating responsible-use policies, advising on data governance and retention for AI training, and ensuring compliance with consumer-rights obligations. One of the earliest to earn the IAPP’s AIGP certification, she also holds the PLS, FIP, CIPP/E, CIPP/US, and CIPM credentials, and frequently speaks on privacy, AI, and cybersecurity at industry and bar-association events   Elizabeth Manno focuses on technology disputes, including patent infringement, licensing, trade secrets, and other IP litigation. Elizabeth represents leading companies in technology fields including media streaming, software, semiconductors, GPS, wireless devices, internet-of-things, artificial intelligence, and medical devices. She also counsels companies on creating, maintaining, and maximizing the benefits of their IP portfolios. With her holistic approach, Elizabeth provides a steady hand and sound advice at every phase of disputes. She provides pre-suit counseling to help achieve the clients’ goals without litigation. When litigation is necessary, she leads teams toward success and is an especially strong advocate in oral arguments and on appeal.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/11/2026
    Presented
SEE MORE
Course1

Intellectual Property & AI Issues in M&A, Part 2

$65.00

Advance your IP and AI expertise with sophisticated strategies for complex technology acquisitions and specialized intellectual property transfer scenarios. This program builds on foundational concepts to address challenging situations including international IP portfolios, open source compliance, and emerging AI regulatory frameworks. Develop the specialized knowledge required for cutting-edge technology M&A transactions.   Master complex AI IP structures including joint development agreements and technology partnerships Address international IP compliance including export controls and foreign investment review processes Navigate open source software compliance and licensing obligations in AI system acquisitions Structure representations, warranties, and indemnification provisions specific to AI and emerging technologies   Speakers: Camilla Tobon advises clients on privacy and data security compliance, AI governance, and incident response, drawing on deep knowledge of global data-protection and AI regulations. As director of Shook’s Privacy Compliance and AI Governance Task Forces, she helps organizations manage risk while supporting business objectives, developing streamlined governance practices, embedding privacy and responsible-AI principles into operations, and guiding companies through U.S. and international regulatory requirements. She also assesses privacy and cybersecurity risk, implements proactive safeguards, and assists with investigations, including business email compromise incidents. Camila counsels companies of all sizes on AI governance—creating responsible-use policies, advising on data governance and retention for AI training, and ensuring compliance with consumer-rights obligations. One of the earliest to earn the IAPP’s AIGP certification, she also holds the PLS, FIP, CIPP/E, CIPP/US, and CIPM credentials, and frequently speaks on privacy, AI, and cybersecurity at industry and bar-association events   Elizabeth Manno focuses on technology disputes, including patent infringement, licensing, trade secrets, and other IP litigation. Elizabeth represents leading companies in technology fields including media streaming, software, semiconductors, GPS, wireless devices, internet-of-things, artificial intelligence, and medical devices. She also counsels companies on creating, maintaining, and maximizing the benefits of their IP portfolios. With her holistic approach, Elizabeth provides a steady hand and sound advice at every phase of disputes. She provides pre-suit counseling to help achieve the clients’ goals without litigation. When litigation is necessary, she leads teams toward success and is an especially strong advocate in oral arguments and on appeal.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/12/2026
    Presented
SEE MORE
Course1

Intellectual Property & AI Issues in M&A, Part 2

$65.00

Advance your IP and AI expertise with sophisticated strategies for complex technology acquisitions and specialized intellectual property transfer scenarios. This program builds on foundational concepts to address challenging situations including international IP portfolios, open source compliance, and emerging AI regulatory frameworks. Develop the specialized knowledge required for cutting-edge technology M&A transactions.   Master complex AI IP structures including joint development agreements and technology partnerships Address international IP compliance including export controls and foreign investment review processes Navigate open source software compliance and licensing obligations in AI system acquisitions Structure representations, warranties, and indemnification provisions specific to AI and emerging technologies   Speakers: Camilla Tobon advises clients on privacy and data security compliance, AI governance, and incident response, drawing on deep knowledge of global data-protection and AI regulations. As director of Shook’s Privacy Compliance and AI Governance Task Forces, she helps organizations manage risk while supporting business objectives, developing streamlined governance practices, embedding privacy and responsible-AI principles into operations, and guiding companies through U.S. and international regulatory requirements. She also assesses privacy and cybersecurity risk, implements proactive safeguards, and assists with investigations, including business email compromise incidents. Camila counsels companies of all sizes on AI governance—creating responsible-use policies, advising on data governance and retention for AI training, and ensuring compliance with consumer-rights obligations. One of the earliest to earn the IAPP’s AIGP certification, she also holds the PLS, FIP, CIPP/E, CIPP/US, and CIPM credentials, and frequently speaks on privacy, AI, and cybersecurity at industry and bar-association events   Elizabeth Manno focuses on technology disputes, including patent infringement, licensing, trade secrets, and other IP litigation. Elizabeth represents leading companies in technology fields including media streaming, software, semiconductors, GPS, wireless devices, internet-of-things, artificial intelligence, and medical devices. She also counsels companies on creating, maintaining, and maximizing the benefits of their IP portfolios. With her holistic approach, Elizabeth provides a steady hand and sound advice at every phase of disputes. She provides pre-suit counseling to help achieve the clients’ goals without litigation. When litigation is necessary, she leads teams toward success and is an especially strong advocate in oral arguments and on appeal.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/12/2026
    Presented
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Course1

LIVE REPLAY: E-Commerce Tax: Issues When Your Client Sells Good or Services Online

$65.00

Anytime your client’s business sells goods online, they may be required to calculate, collect and remint sales and use taxes for the buyer’s state. If the business sells nationally, they are potentially liable for collecting taxes in more than 7,000 taxing jurisdictions nationwide, even if they have no physical presence in those jurisdictions and markets.  As e-commerce become easier and more cost effective, the tax compliance part becomes far more difficult, especially have the U.S. Supreme Court’s recent seminal decision in South Dakota v. Wayfair.  This program will provide you a practical guide to your client’s sale and use tax compliance obligations when they sell goods on the Internet. New world of state and local sales taxes on the Internet after South Dakota v. Wayfair How physical presence is not required to trigger a state’s taxing jurisdiction Activities that subject a remote seller to a state’s taxing jurisdiction “Cookie laws,” the Cloud, and other digital bases for nexus Understanding the financial, civil and potentially criminal risks of non-compliance Best practices for state and local tax compliance in an uncertain environment   Speakers: 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. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/14/2026
    Presented
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Course1

LIVE REPLAY: E-Commerce Tax: Issues When Your Client Sells Good or Services Online

$65.00

Anytime your client’s business sells goods online, they may be required to calculate, collect and remint sales and use taxes for the buyer’s state. If the business sells nationally, they are potentially liable for collecting taxes in more than 7,000 taxing jurisdictions nationwide, even if they have no physical presence in those jurisdictions and markets.  As e-commerce become easier and more cost effective, the tax compliance part becomes far more difficult, especially have the U.S. Supreme Court’s recent seminal decision in South Dakota v. Wayfair.  This program will provide you a practical guide to your client’s sale and use tax compliance obligations when they sell goods on the Internet. New world of state and local sales taxes on the Internet after South Dakota v. Wayfair How physical presence is not required to trigger a state’s taxing jurisdiction Activities that subject a remote seller to a state’s taxing jurisdiction “Cookie laws,” the Cloud, and other digital bases for nexus Understanding the financial, civil and potentially criminal risks of non-compliance Best practices for state and local tax compliance in an uncertain environment   Speakers: 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. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/14/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: 2026 AI Update

$65.00

Artificial intelligence continues to revolutionize legal practice at an unprecedented pace, creating both remarkable opportunities and complex ethical challenges for today's practitioners. This essential program provides comprehensive guidance on AI integration, regulatory developments, and professional responsibility considerations that every modern lawyer must understand. Stay ahead of the technological curve while maintaining the highest standards of professional competence and client service.   Master current AI applications transforming legal research, document review, and case analysis Navigate emerging regulatory frameworks governing AI use in legal practice Address ethical considerations including bias, transparency, and client confidentiality in AI systems Implement best practices for AI adoption while managing malpractice and security risks   Speaker: Sean Belding has experience drafting asset purchase and sale agreements, intellectual property licenses, service agreements, and distribution and reseller agreements. Sean also has experience drafting information security agreements, terms of use, and privacy policies, and advising clients regarding data privacy and security matters. He has also drafted complex settlement agreements, advised clients on best practices for intellectual property protection and management, and developed patent and commercial litigation strategies, including noninfringement positions, invalidity arguments, and motion practice.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/2/2026
    Presented
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Course1

LIVE REPLAY: 2026 AI Update

$65.00

Artificial intelligence continues to revolutionize legal practice at an unprecedented pace, creating both remarkable opportunities and complex ethical challenges for today's practitioners. This essential program provides comprehensive guidance on AI integration, regulatory developments, and professional responsibility considerations that every modern lawyer must understand. Stay ahead of the technological curve while maintaining the highest standards of professional competence and client service.   Master current AI applications transforming legal research, document review, and case analysis Navigate emerging regulatory frameworks governing AI use in legal practice Address ethical considerations including bias, transparency, and client confidentiality in AI systems Implement best practices for AI adoption while managing malpractice and security risks   Speaker: Sean Belding has experience drafting asset purchase and sale agreements, intellectual property licenses, service agreements, and distribution and reseller agreements. Sean also has experience drafting information security agreements, terms of use, and privacy policies, and advising clients regarding data privacy and security matters. He has also drafted complex settlement agreements, advised clients on best practices for intellectual property protection and management, and developed patent and commercial litigation strategies, including noninfringement positions, invalidity arguments, and motion practice.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/2/2026
    Presented
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Course1

Defending Against IRS Audits of Closely Held Companies, Part 1

$65.00

This program will provide you with a practical guide to defending closely held businesses and owners against IRS audits and collection activity. The program will discuss counseling clients about what to expect in the process and preparing their documentation for review.  It will also cover assessing their potential liability and preparing strategies accordingly.  The differences between income and employment tax issues will also be covered. This program will provide you with real world guide to defending against IRS audit and collection activity of closely held companies.    Day 1  Ascertaining the IRS’s goals and determining a reasonable range of settlements Types of settlements and IRS settlement standards Appeals process and rates of success at each level Negotiating an audit settlement in anticipation of collections Collections process, defenses, and forms of penalty   Day 2  Counseling clients about the scope and nature of IRS collection activity IRS use of asset freezes – cash and liquid assets Liens and levies – and how to obtain releases Obtaining injunctive relief from collection activity Interrelationship of bankruptcy law and collection activity   Speakers: 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 cases in federal, bankruptcy, state and probate court. 

  • MP3 Download
    Format
  • 60
    Minutes
  • 9/19/2026
    Avail. Until
SEE MORE