Course1

LIVE REPLAY: Security Interests in LLCs and Partnerships

$65.00

Navigate the complex intersection of entity law and secured transactions where traditional UCC concepts meet the unique characteristics of business entity ownership interests. This specialized program addresses the challenges of creating, perfecting, and enforcing security interests in LLC and partnership interests. Master the evolving legal landscape governing secured transactions involving alternative business entities.   Understand the unique characteristics of LLC and partnership interests affecting security interest creation Navigate perfection requirements and priority rules specific to entity ownership interests Address practical enforcement challenges including charging orders and foreclosure procedures Navigate the interplay between entity operating agreements and security interest documentation   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/15/2026
    Presented
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Course1

LIVE REPLAY: Security Interests in LLCs and Partnerships

$65.00

Navigate the complex intersection of entity law and secured transactions where traditional UCC concepts meet the unique characteristics of business entity ownership interests. This specialized program addresses the challenges of creating, perfecting, and enforcing security interests in LLC and partnership interests. Master the evolving legal landscape governing secured transactions involving alternative business entities.   Understand the unique characteristics of LLC and partnership interests affecting security interest creation Navigate perfection requirements and priority rules specific to entity ownership interests Address practical enforcement challenges including charging orders and foreclosure procedures Navigate the interplay between entity operating agreements and security interest documentation   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/15/2026
    Presented
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Course1

LIVE REPLAY: Exit Rights in Business Agreements

$65.00

Separation is inevitable—your documents should make it orderly, fast, and fair. We break down exit mechanics across LLC, partnership, and closely held corporate structures with a focus on valuation and dispute prevention. Leave with practical tools to negotiate terms that work when relationships don’t.   Compare tag-along, drag-along, and rights of first refusal. Design buy-sell triggers for death, disability, deadlock, and breach. Choose valuation methods, appraiser processes, and payment terms. Use covenants and release language to minimize post-exit litigation.   Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues. Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen. She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions. She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/16/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Exit Rights in Business Agreements

$65.00

Separation is inevitable—your documents should make it orderly, fast, and fair. We break down exit mechanics across LLC, partnership, and closely held corporate structures with a focus on valuation and dispute prevention. Leave with practical tools to negotiate terms that work when relationships don’t.   Compare tag-along, drag-along, and rights of first refusal. Design buy-sell triggers for death, disability, deadlock, and breach. Choose valuation methods, appraiser processes, and payment terms. Use covenants and release language to minimize post-exit litigation.   Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues. Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen. She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions. She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/16/2026
    Presented
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Course1

LIVE REPLAY: Tortious Interference, Good Faith & More: Business Torts, Part 1

$65.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counterparties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will provide you with a practical framework for understanding the range of business torts and real-world defenses.   Day 1: TRADE SECRETS: UTSA DTSA Essential Elements Defense Damages Practice Pointers Day 2: BUSINESS TORTS THAT APPEND TRADE SECRET LITIGATION: New employees – business torts applicable to recruiting and hiring new workers Trade secret misappropriation by departing employees Non-competition, non-solitation and forfeiture agreements – validity, enforceability when an employee departs, and practical usefulness   Speaker:   William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/20/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Tortious Interference, Good Faith & More: Business Torts, Part 1

$65.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counterparties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will provide you with a practical framework for understanding the range of business torts and real-world defenses.   Day 1: TRADE SECRETS: UTSA DTSA Essential Elements Defense Damages Practice Pointers Day 2: BUSINESS TORTS THAT APPEND TRADE SECRET LITIGATION: New employees – business torts applicable to recruiting and hiring new workers Trade secret misappropriation by departing employees Non-competition, non-solitation and forfeiture agreements – validity, enforceability when an employee departs, and practical usefulness   Speaker:   William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/20/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Tortious Interference, Good Faith & More: Business Torts, Part 2

$65.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counterparties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will provide you with a practical framework for understanding the range of business torts and real-world defenses.   Day 1: TRADE SECRETS: UTSA DTSA Essential Elements Defense Damages Practice Pointers Day 2: BUSINESS TORTS THAT APPEND TRADE SECRET LITIGATION: New employees – business torts applicable to recruiting and hiring new workers Trade secret misappropriation by departing employees Non-competition, non-solitation and forfeiture agreements – validity, enforceability when an employee departs, and practical usefulness   Speaker:   William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/21/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Tortious Interference, Good Faith & More: Business Torts, Part 2

$65.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counterparties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will provide you with a practical framework for understanding the range of business torts and real-world defenses.   Day 1: TRADE SECRETS: UTSA DTSA Essential Elements Defense Damages Practice Pointers Day 2: BUSINESS TORTS THAT APPEND TRADE SECRET LITIGATION: New employees – business torts applicable to recruiting and hiring new workers Trade secret misappropriation by departing employees Non-competition, non-solitation and forfeiture agreements – validity, enforceability when an employee departs, and practical usefulness   Speaker:   William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/21/2026
    Presented
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Course1

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

$65.00

The most highly negotiated provision of most transactions is price. Sellers want to maximize the value of the deal, putting the most optimistic spin historical and forward-looking projections.  Sellers take a more skeptical view, questioning the sustainability of growth and the accuracy of forecasts.  When differences over valuation cannotbe bridged, the parties may use an earnout, which allows them to both take a wait-and-see approach and still close the transaction. Earnouts generally involve a current payment from buyer to seller together with ongoing payments to the seller if the company performs as the seller projected.  But there are many drafting and operational traps when using earnouts.  This program will provide you with a practical guide to structuring and drafting earnouts to later disputes and litigation.   Most highly negotiated and litigated provisions in earnout agreements Post-closing operations – control by buyer, but informational access to seller Defining key metrics – objective, measurable and potential traps Relationship of earnouts to senior debt and other preferential returns Debt issues and how it impacts financial results – and post-closing payments How earnouts are different than escrow and holdbacks   Speakers: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Daniel G. Straga is an attorney 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.   James DePaoli is an attorney in the Washington, D.C. office of Venable, LLP, where his practice focuses on corporate and commercial matters. He represents clients in the acquisition and disposition of assets and securities, mergers, and other business combinations and reorganizations. 

  • MP3 Download
    Format
  • 60
    Minutes
  • 10/22/2026
    Avail. Until
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Course1

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

$65.00

Transform valuation uncertainty into deal opportunity through sophisticated earnout structures that bridge buyer-seller valuation gaps while aligning post-closing interests in business acquisition transactions. This specialized program addresses the complex legal and business considerations that determine earnout success or failure. Master the art of structuring contingent consideration arrangements that facilitate deal completion while protecting all parties' interests.   Design earnout metrics and measurement periods that fairly reflect business performance and value creation Draft calculation and payment provisions that prevent disputes while ensuring accurate earnout determinations Address management and operational control issues affecting earnout achievement during measurement periods Navigate accounting and financial reporting requirements affecting earnout calculation and verification   Speaker: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/22/2026
    Presented
SEE MORE
Course1

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

$65.00

Transform valuation uncertainty into deal opportunity through sophisticated earnout structures that bridge buyer-seller valuation gaps while aligning post-closing interests in business acquisition transactions. This specialized program addresses the complex legal and business considerations that determine earnout success or failure. Master the art of structuring contingent consideration arrangements that facilitate deal completion while protecting all parties' interests.   Design earnout metrics and measurement periods that fairly reflect business performance and value creation Draft calculation and payment provisions that prevent disputes while ensuring accurate earnout determinations Address management and operational control issues affecting earnout achievement during measurement periods Navigate accounting and financial reporting requirements affecting earnout calculation and verification   Speaker: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/22/2026
    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
  • 11/5/2026
    Presented
SEE MORE
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
  • 11/5/2026
    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
  • 11/6/2026
    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
  • 11/6/2026
    Presented
SEE MORE
Course1

When Business Partners Want Out: Business Divorce, Part 1

$65.00

Business divorce can be as complicated, costly and dramatic as traditional divorce. When owners of a closely-held company decide they cannot or will not work together anymore, there are several alternatives for achieving the separation – a division of assets among the owners, a buyout of one owner or several owners by a third party or by the company itself, or a complete or partial sale of the company.  But these and other transactional forms come with risk – the risk that dividing the assets of an operating business will cause substantial destruction of value to the company or that strife will take its toll on operations and employees.  This program will provide you with a practical guide to the alternatives for achieving a business divorce, planning the process, containing the risk and preserving value.   Day 1: Overview of techniques to accomplish a divorce – buy-sell arrangements, redemptions, compensation, employment separation and retirement plan techniques Special considerations when the divorce involves LLCs, S Corps or partnerships Valuation methods and disputes in a business divorce Techniques for financing a buyout as part of a business divorce Minimizing adverse tax consequences in a business divorce   Day 2: Compensation and retirement plan-based techniques for accomplishing a business divorce Special issues when a business divorce involves a distressed business Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce Important intellectual property issues, including customer lists, goodwill and trade secrets Preservation of valuable tax attributes   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 11/8/2026
    Avail. Until
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Course1

When Business Partners Want Out: Business Divorce, Part 2

$65.00

Business divorce can be as complicated, costly and dramatic as traditional divorce. When owners of a closely-held company decide they cannot or will not work together anymore, there are several alternatives for achieving the separation – a division of assets among the owners, a buyout of one owner or several owners by a third party or by the company itself, or a complete or partial sale of the company.  But these and other transactional forms come with risk – the risk that dividing the assets of an operating business will cause substantial destruction of value to the company or that strife will take its toll on operations and employees.  This program will provide you with a practical guide to the alternatives for achieving a business divorce, planning the process, containing the risk and preserving value.   Day 1: Overview of techniques to accomplish a divorce – buy-sell arrangements, redemptions, compensation, employment separation and retirement plan techniques Special considerations when the divorce involves LLCs, S Corps or partnerships Valuation methods and disputes in a business divorce Techniques for financing a buyout as part of a business divorce Minimizing adverse tax consequences in a business divorce   Day 2: Compensation and retirement plan-based techniques for accomplishing a business divorce Special issues when a business divorce involves a distressed business Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce Important intellectual property issues, including customer lists, goodwill and trade secrets Preservation of valuable tax attributes   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 11/9/2026
    Avail. Until
SEE MORE
Course1

LIVE REPLAY: Exit Rights in Business Agreements

$65.00

Separation is inevitable—your documents should make it orderly, fast, and fair. We break down exit mechanics across LLC, partnership, and closely held corporate structures with a focus on valuation and dispute prevention. Leave with practical tools to negotiate terms that work when relationships don’t.   Compare tag-along, drag-along, and rights of first refusal. Design buy-sell triggers for death, disability, deadlock, and breach. Choose valuation methods, appraiser processes, and payment terms. Use covenants and release language to minimize post-exit litigation.   Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues. Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen. She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions. She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/9/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Exit Rights in Business Agreements

$65.00

Separation is inevitable—your documents should make it orderly, fast, and fair. We break down exit mechanics across LLC, partnership, and closely held corporate structures with a focus on valuation and dispute prevention. Leave with practical tools to negotiate terms that work when relationships don’t.   Compare tag-along, drag-along, and rights of first refusal. Design buy-sell triggers for death, disability, deadlock, and breach. Choose valuation methods, appraiser processes, and payment terms. Use covenants and release language to minimize post-exit litigation.   Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues. Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen. She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions. She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/9/2026
    Presented
SEE MORE
Course1

When Business Partners Want Out: Business Divorce, Part 1

$65.00

Navigate the emotionally charged and legally complex world of business partner disputes where personal relationships collide with commercial interests in conflicts that threaten business survival and personal financial security. This foundational program provides essential guidance on the legal and strategic considerations that govern business dissolution and partner exit scenarios. Master the fundamental concepts that drive successful resolution of partnership and shareholder disputes.   Understand legal grounds for involuntary dissolution and partner removal in different business entity structures Navigate valuation disputes and appraisal rights affecting partner buyout and asset distribution Address fiduciary duty breaches and their impact on partnership dissolution and damage calculations Design alternative dispute resolution strategies that preserve business value while resolving partner conflicts   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center. Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions. He also has extensive experience with compensation planning in closely held businesses. Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/12/2026
    Presented
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Course1

When Business Partners Want Out: Business Divorce, Part 1

$65.00

Navigate the emotionally charged and legally complex world of business partner disputes where personal relationships collide with commercial interests in conflicts that threaten business survival and personal financial security. This foundational program provides essential guidance on the legal and strategic considerations that govern business dissolution and partner exit scenarios. Master the fundamental concepts that drive successful resolution of partnership and shareholder disputes.   Understand legal grounds for involuntary dissolution and partner removal in different business entity structures Navigate valuation disputes and appraisal rights affecting partner buyout and asset distribution Address fiduciary duty breaches and their impact on partnership dissolution and damage calculations Design alternative dispute resolution strategies that preserve business value while resolving partner conflicts   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center. Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions. He also has extensive experience with compensation planning in closely held businesses. Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/12/2026
    Presented
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Course1

When Business Partners Want Out: Business Divorce, Part 2

$65.00

Navigate the emotionally charged and legally complex world of business partner disputes where personal relationships collide with commercial interests in conflicts that threaten business survival and personal financial security. This foundational program provides essential guidance on the legal and strategic considerations that govern business dissolution and partner exit scenarios. Master the fundamental concepts that drive successful resolution of partnership and shareholder disputes.   Compensation and retirement plan-based techniques for accomplishing a business divorce Special issues when a business divorce involves a distressed business Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce Important intellectual property issues, including customer lists, goodwill and trade secrets Preservation of valuable tax attributes   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center. Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions. He also has extensive experience with compensation planning in closely held businesses. Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/13/2026
    Presented
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Course1

When Business Partners Want Out: Business Divorce, Part 2

$65.00

Navigate the emotionally charged and legally complex world of business partner disputes where personal relationships collide with commercial interests in conflicts that threaten business survival and personal financial security. This foundational program provides essential guidance on the legal and strategic considerations that govern business dissolution and partner exit scenarios. Master the fundamental concepts that drive successful resolution of partnership and shareholder disputes.   Compensation and retirement plan-based techniques for accomplishing a business divorce Special issues when a business divorce involves a distressed business Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce Important intellectual property issues, including customer lists, goodwill and trade secrets Preservation of valuable tax attributes   Speakers: Frank Ciatto is a partner in the Washington D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability cocmpanies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center. Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters. He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions. He also has extensive experience with compensation planning in closely held businesses. Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/13/2026
    Presented
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Course1

Baskets and Escrow in Business Transactions

$65.00

Identifying and hedging the risk of the unknown is one of the biggest risks in business documentation.  If unknown liabilities arise – or known liabilities are greater than anticipated –parties want recourse to address the economic loss.  “Caps” and “baskets” are used to address this problem.  Caps are the the total amount for which one party may be liable to the other party post-closing. “Baskets” are the amount of loss one party must incur, if any, before seeking recourse to the other party. The variations and interplay between caps and baskets can be highly complex. This program will provide you with a practical guide to the uses, types, and drafting traps of caps and baskets in business transactions.   Types of “baskets” – “tipping baskets” v. “true deductibles” v. hybrids Negotiating “caps” – aggregates limits, specific carve-outs for fraud and other bad acts Intricate relationship between baskets and caps Drafting to reduce risk of dispute and enhance collectability of claims Use of escrow to ensure payment of indemnification claims   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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 11/22/2026
    Avail. Until
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Course1

Business Torts, Part 1

$65.00

  Enter the complex world of business tort litigation where commercial relationships meet intentional interference and unfair competition claims that can result in significant damage awards and injunctive relief. This foundational program provides essential guidance on the legal theories and practical considerations that drive business tort claims and defenses. Master the fundamental concepts that govern commercial dispute resolution through tort-based litigation strategies.   Understand tortious interference claims affecting contractual relationships and business expectancies Navigate unfair competition and trade secret misappropriation claims and defenses Address business defamation and commercial disparagement theories affecting reputation-based damages Master conspiracy and civil RICO claims affecting multi-defendant business litigation scenarios   Speaker: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation. In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices. In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets. Earlier in career, he founded 15 Minutes Music, an independent music production company.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/24/2026
    Presented
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Course1

Business Torts, Part 1

$65.00

  Enter the complex world of business tort litigation where commercial relationships meet intentional interference and unfair competition claims that can result in significant damage awards and injunctive relief. This foundational program provides essential guidance on the legal theories and practical considerations that drive business tort claims and defenses. Master the fundamental concepts that govern commercial dispute resolution through tort-based litigation strategies.   Understand tortious interference claims affecting contractual relationships and business expectancies Navigate unfair competition and trade secret misappropriation claims and defenses Address business defamation and commercial disparagement theories affecting reputation-based damages Master conspiracy and civil RICO claims affecting multi-defendant business litigation scenarios   Speaker: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation. In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices. In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets. Earlier in career, he founded 15 Minutes Music, an independent music production company.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/24/2026
    Presented
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Course1

Business Torts, Part 2

$65.00

Advance your business tort expertise with sophisticated strategies for complex commercial litigation and specialized tort theories. This program builds on foundational concepts to address challenging situations including punitive damages, injunctive relief, and multi-jurisdictional enforcement. Develop the specialized knowledge required for the most complex business tort litigation in today's competitive commercial environment.   Master complex damages theories including lost profits, business valuation, and punitive damage calculations Navigate injunctive relief standards and enforcement procedures for business tort violations Address international business tort issues including cross-border enforcement and jurisdictional challenges Understand insurance coverage and indemnification issues affecting business tort liability and defense costs   Speaker: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation. In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices. In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets. Earlier in career, he founded 15 Minutes Music, an independent music production company.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/25/2026
    Presented
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Course1

Business Torts, Part 2

$65.00

Advance your business tort expertise with sophisticated strategies for complex commercial litigation and specialized tort theories. This program builds on foundational concepts to address challenging situations including punitive damages, injunctive relief, and multi-jurisdictional enforcement. Develop the specialized knowledge required for the most complex business tort litigation in today's competitive commercial environment.   Master complex damages theories including lost profits, business valuation, and punitive damage calculations Navigate injunctive relief standards and enforcement procedures for business tort violations Address international business tort issues including cross-border enforcement and jurisdictional challenges Understand insurance coverage and indemnification issues affecting business tort liability and defense costs   Speaker: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation. In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices. In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets. Earlier in career, he founded 15 Minutes Music, an independent music production company.

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/25/2026
    Presented
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Course1

Liquidation: Legal Issues When a Client Decides to Close a Business

$65.00

Planning for an LLC’s eventual liquidation can be as important as formation. Well planned and efficient liquidations help LLC members preserve value. Messy liquidations are costly and rapidly diminish value. Whether triggered by a provision in a buy/sell agreement or on the basis of a statutory provision, liquidations are a process of marshaling assets, providing a variety of notices, satisfying debts and other liabilities, and eventually liquidating distributions to LLC members. When planned and managed effectively, the process can preserve substantial value for clients. This program will provide you with a practical guide to liquidations of LLCs. Statutory bases for voluntary LLC dissolution and how they are triggered by members Judicial/non-voluntary bases for LLC dissolution Planning for eventual dissolution of an LLC in buy/sell agreements Process of dissolution, winding up and termination – and practical consequences of each step Drafting statements of dissolution Summary of tax consequences of distributions of various type of property   Herrick K. Lidstone, Jr. is a shareholder in the law firm of Burns Figa & Will P.C.  His practice focuses in the areas of business transactions, including taxation, limited liability company and corporate formation and organization, mergers and acquisitions, and securities.  He is the author of the Securities Law Deskbook (2006-2016 (CLE in Colorado, Inc.)), Limited Liability Companies and Partnerships In Colorado (2015-2017, with Allen Sparkman (CLE in Colorado, Inc.)), and Federal Income Taxation of Corporations (6th Ed., with William Krems and Richard Robinson (ALI-ABA, 1989)). He has served as an adjunct professor of law at the University of Denver Sturm College of Law and the University of Colorado School of Law.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/3/2026
    Avail. Until
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Course1

Buying, Selling and Exchanging Partnership and LLC Interests

$65.00

As LLCs have become the default choice of entity for most businesses, sales and exchanges of LLC membership interests are commonplace. Despite the frequency of sales and exchanges, exactly what rights of the seller the buyer succeeds to is often mistaken and these mistakes can lead to dispute and litigation. By default, transferees succeed only to the economic interests of the transferor. They do not succeed to the transferor’s governance rights. If governance rights are part of the underlying bargain, the consent of the LLC’s other members generally must be sought.  This program will provide you with a practical guide to drafting and planning for the sale and exchange of LLC interests.   Selling/exchanging LLC and partnership interests and effective alternatives Succession to economic rights of seller v. management and information rights Tax consequences to the entity and buyers/sellers in sales/exchanges of entity interests Disguised sales of LLC/partnership interests – and techniques to avoid adverse tax impact Constructive terminations and their adverse tax consequences Distributions and other alternative to sales and exchanges of LLC/partnership interests   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.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/7/2026
    Avail. Until
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