Course1

Techniques to Avoid and Resolve Deadlocks in Closely Held Companies

$65.00

One of the biggest risks to a closely held company is a dispute among the members of its ownership group. The members may disagree about a major company transaction, the strategic direction of the company, distribution practices, or simply develop ruinous inter-personal issues.  In closely held companies that are held by a single family, disputes are particularly personal, often arising when members of a junior generation succeed to the interests and leadership role of the senior generation.  Unless these disputes are carefully channeled into dispute resolution mechanisms, the stability and financial success of the company is threatened.  This program will provide you with a guide to the sources of disputes in closely held companies and mechanisms for resolution, with an emphasis using buy/sell agreements to resolve disputes.           Common sources of disputes and deadlocks in closely-held companies        Planning and drafting mechanisms to resolve disputes          Conflicts over strategic transactions, distributions, or inter-personal relations          Practical use of buy/sell agreements to liquidate interest of dissenting member          Major elements of buy/sell agreements          Alternatives to using buy/sell agreements   Speaker: S. Lee Terry, Jr. is a partner in the Denver office of Davis, Graham & Stubbs, LLP, where he has a broad corporate and securities practice.  He advises clients on mergers and acquisitions, joint ventures, partnership agreements, licensing and other technology related contracts.  He has an active practice advising private companies, ranging from capital raising and major transactions to dispute resolution and investigations. He also has an extensive securities law practice, including various types of capital raising transactions.  Mr. Terry started his career in the Office of General Counsel of the Securities and Exchange Commission.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/17/2025
    Avail. Until
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Course1

LIVE REPLAY: Confidentiality Agreements in Workplace

$65.00

Many business transactions, employment agreements, and litigation settlement agreements rest on the bedrock of the parties agreeing to keep confidential the terms of the underlying agreement.  These agreements, sometimes considered extended exercises in boilerplate, are more properly a complex array of terms defining what’s confidential, what’s not, what constitutes a breach, and how long confidentiality must be maintained.  As importantly, these agreements are not self-executing.  How a contractual breach is redressed – damages and injunctive relief – must also be carefully considered to enhance practical enforceability.  This program will provide you with a practical guide to drafting confidentiality and nondisclosure agreements in a range of settings to enhance effectiveness and enforceability.   Framework of law governing enforceability Defining the scope of confidential information – and what’s not confidential Key terms – persons covered, duration of confidentiality, forms of breach, damages Practical enforceability – what can be done at the drafting stage? Common traps that lead to unenforceability   Speaker: Shannon M. Bell is a partner with Kelly & Walker, 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.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/19/2025
    Presented
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Course1

LIVE REPLAY: Confidentiality Agreements in Workplace

$65.00

Many business transactions, employment agreements, and litigation settlement agreements rest on the bedrock of the parties agreeing to keep confidential the terms of the underlying agreement.  These agreements, sometimes considered extended exercises in boilerplate, are more properly a complex array of terms defining what’s confidential, what’s not, what constitutes a breach, and how long confidentiality must be maintained.  As importantly, these agreements are not self-executing.  How a contractual breach is redressed – damages and injunctive relief – must also be carefully considered to enhance practical enforceability.  This program will provide you with a practical guide to drafting confidentiality and nondisclosure agreements in a range of settings to enhance effectiveness and enforceability.   Framework of law governing enforceability Defining the scope of confidential information – and what’s not confidential Key terms – persons covered, duration of confidentiality, forms of breach, damages Practical enforceability – what can be done at the drafting stage? Common traps that lead to unenforceability   Speaker: Shannon M. Bell is a partner with Kelly & Walker, 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.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/19/2025
    Presented
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Course1

Indemnity Agreements, in Business and Commercial Transactions: Types and Tradeoffs

$65.00

Indemnity agreements are central to the risk allocation and limitation of liability system built into most transactionalarrangements. The indemnitor agrees to indemnify the indemnitee on the occurrence of certain events. The scope of liability in these agreements is very carefully defined, often including actual costs but excluding consequential damages or any damages arising from third-party claims. All of the pieces of the indemnity puzzle – scope, measure of damages, exclusions and procedures for cost recovery – must be very carefully considered, negotiated and drafted. This program will provide you with a practical guide to drafting key provisions of indemnity agreements in transactional agreements.    Scope of indemnity – indemnity v. hold harmless, damages v. liabilities, direct v. third-party claims Types of losses subject to indemnity – breaches of reps and warranties, covenants, losses, specific circumstances Determining recoverable damages and costs, including attorneys’ fees Implied or equitable indemnity – and use of disclaimers to limit liability Difference between the duty to defend v. indemnification  Procedure for claiming and obtaining indemnification reimbursements   Speakers: Joel R. Buckberg is a shareholder in the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. and chair of the firm’s commercial transactions and business consulting group. He has more than 45 years’ experience structuring and drafting commercial, corporate and business transactions.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.   William J. Kelly, III is a founding member of Kelly Law Partners, LLC, and has more than 30 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
  • 5/21/2025
    Presented
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Course1

Indemnity Agreements, in Business and Commercial Transactions: Types and Tradeoffs

$65.00

Indemnity agreements are central to the risk allocation and limitation of liability system built into most transactionalarrangements. The indemnitor agrees to indemnify the indemnitee on the occurrence of certain events. The scope of liability in these agreements is very carefully defined, often including actual costs but excluding consequential damages or any damages arising from third-party claims. All of the pieces of the indemnity puzzle – scope, measure of damages, exclusions and procedures for cost recovery – must be very carefully considered, negotiated and drafted. This program will provide you with a practical guide to drafting key provisions of indemnity agreements in transactional agreements.    Scope of indemnity – indemnity v. hold harmless, damages v. liabilities, direct v. third-party claims Types of losses subject to indemnity – breaches of reps and warranties, covenants, losses, specific circumstances Determining recoverable damages and costs, including attorneys’ fees Implied or equitable indemnity – and use of disclaimers to limit liability Difference between the duty to defend v. indemnification  Procedure for claiming and obtaining indemnification reimbursements   Speakers: Joel R. Buckberg is a shareholder in the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. and chair of the firm’s commercial transactions and business consulting group. He has more than 45 years’ experience structuring and drafting commercial, corporate and business transactions.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.   William J. Kelly, III is a founding member of Kelly Law Partners, LLC, and has more than 30 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
  • 5/21/2025
    Presented
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Course1

LIVE REPLAY: 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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/23/2025
    Presented
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Course1

LIVE REPLAY: 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.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/23/2025
    Presented
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Course1

LIVE REPLAY: Piercing the Entity Veil: Individual Liability for Business Acts

$65.00

One of the bedrock principles of business law is limited liability. The individual owners of an entity – shareholders of a corporation or members of a limited liability company – cannot be held personally liable for the debts or liabilities of the entity.  But the doctrine is not absolute.  There are many common law fact patterns that allow courts to pierce the entity veil – co-mingling of funds, using an entity as an alter ego, among others – and reach an individual person’s assets. There are also several sources of statutory authority allowing veil piercing. This program will provide you with a practical guide to common law, equitable, and statutory theories of piercing entity veils.   Statutory and equitable principles to pierce the entity veil Fact pattern justifying piercing limited liability to reach an owner’s personal assets Statutory sources permitting breaching the entity veil Application of veil piercing to non-corporate entities Liability for improper distributions Piercing for withheld income and employment taxes, and sales/use taxes   Speakers: Allen Sparkman is a partner in the Houston and Denver offices of Sparkman Foote, LLP.  He has practiced law for over forty years in the areas of estate, tax, business, insurance, asset protection, and charitable giving.  He has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics.  He is the Colorado reporter for the books "State Limited Partnership Laws" and "State Limited Liability Company Laws," both published by Aspen Law & Business.  He has also served as president of the Rocky Mountain Estate Planning Council.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/2/2025
    Presented
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Course1

LIVE REPLAY: Piercing the Entity Veil: Individual Liability for Business Acts

$65.00

One of the bedrock principles of business law is limited liability. The individual owners of an entity – shareholders of a corporation or members of a limited liability company – cannot be held personally liable for the debts or liabilities of the entity.  But the doctrine is not absolute.  There are many common law fact patterns that allow courts to pierce the entity veil – co-mingling of funds, using an entity as an alter ego, among others – and reach an individual person’s assets. There are also several sources of statutory authority allowing veil piercing. This program will provide you with a practical guide to common law, equitable, and statutory theories of piercing entity veils.   Statutory and equitable principles to pierce the entity veil Fact pattern justifying piercing limited liability to reach an owner’s personal assets Statutory sources permitting breaching the entity veil Application of veil piercing to non-corporate entities Liability for improper distributions Piercing for withheld income and employment taxes, and sales/use taxes   Speakers: Allen Sparkman is a partner in the Houston and Denver offices of Sparkman Foote, LLP.  He has practiced law for over forty years in the areas of estate, tax, business, insurance, asset protection, and charitable giving.  He has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics.  He is the Colorado reporter for the books "State Limited Partnership Laws" and "State Limited Liability Company Laws," both published by Aspen Law & Business.  He has also served as president of the Rocky Mountain Estate Planning Council.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/2/2025
    Presented
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Course1

LIVE REPLAY: Letters of Intent in Business Transactions

$65.00

Letters of intent frame the material terms of business and commercial transactions.  They outline with considerable detail the substantive terms of the underlying agreement – price, reps and warranties, closing conditions, etc. They also provide a process by which a definitive underlying agreement will be finalized. But they are not, generally, intended to be definitive agreements themselves; not enforceable, only a substantial starting point. There is, however, a certain point at which the detail in these letters becomes so extensive that they become enforceable.  This program will provide you with a practical guide to the most important substantive and process aspects of letters of intent, their uses and traps, including unexpected enforceability.   Drafting effective letters of intent in transactions Purposes of letters, timing, relationship to diligence, exclusivity Substantive  terms v. process terms Indemnity, hold back and limitation of liability provisions Termination of a letter and survival of certain provisions Understanding the point at which letters of intent may become enforceable   Speaker: Stephanie Molyneaux is an attorney in the Washington, D.C. office of Venable, LLP, where she assists clients with a wide variety of transactional matters.  Her experience includes mergers and acquisitions, corporate governance, contractual agreements, technology transactions, licensing, and intellectual property transactions.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/3/2025
    Presented
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Course1

LIVE REPLAY: Letters of Intent in Business Transactions

$65.00

Letters of intent frame the material terms of business and commercial transactions.  They outline with considerable detail the substantive terms of the underlying agreement – price, reps and warranties, closing conditions, etc. They also provide a process by which a definitive underlying agreement will be finalized. But they are not, generally, intended to be definitive agreements themselves; not enforceable, only a substantial starting point. There is, however, a certain point at which the detail in these letters becomes so extensive that they become enforceable.  This program will provide you with a practical guide to the most important substantive and process aspects of letters of intent, their uses and traps, including unexpected enforceability.   Drafting effective letters of intent in transactions Purposes of letters, timing, relationship to diligence, exclusivity Substantive  terms v. process terms Indemnity, hold back and limitation of liability provisions Termination of a letter and survival of certain provisions Understanding the point at which letters of intent may become enforceable   Speaker: Stephanie Molyneaux is an attorney in the Washington, D.C. office of Venable, LLP, where she assists clients with a wide variety of transactional matters.  Her experience includes mergers and acquisitions, corporate governance, contractual agreements, technology transactions, licensing, and intellectual property transactions.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/3/2025
    Presented
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Course1

Sales of Closely Held Companies: Sales and Negotiating Strategies, Part 1

$65.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/16/2025
    Presented
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Course1

Sales of Closely Held Companies: Sales and Negotiating Strategies, Part 1

$65.00

TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/16/2025
    Presented
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Course1

Sales of Closely Held Companies: Sales and Negotiating Strategies, Part 2

$65.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/17/2025
    Presented
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Course1

Sales of Closely Held Companies: Sales and Negotiating Strategies, Part 2

$65.00

TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/17/2025
    Presented
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Course1

LIVE REPLAY: Cybersecurity Breaches: How to Advise Clients When the Inevitable Happens

$65.00

This program will provide you with critical guidance on advising clients who experience a cybersecurity breach resulting in the release of sensitive information. Participants will learn best practices for assessing the scope of a breach, complying with notification laws, and mitigating potential legal and reputational risks. The program will cover key topics such as regulatory requirements, breach response planning, and strategies for minimizing liability. By the end of the session, attorneys will be equipped to effectively counsel clients through the legal and practical challenges of a data breach incident. Assessing the type and scope of the breach Engaging forensic teams Understanding scope of federal/state disclosure requirements Tradeoffs in determining whether to disclose and when Impact of emerging AI technologies in breaches Speaker:    David Navetta is a prominent leader in privacy, information security and technology law. He has extensive experience counseling clients on novel and cutting-edge data protection issues, including data breach response, cybersecurity risk management, consumer and employee privacy, incident response planning and preparedness, technology transactions, vendor management, board of director advice and consultation, regulatory investigations, litigation and due diligence in corporate transactions. David serves as a “breach coach” on an approved panel for numerous cyber insurance carriers and companies, and he has helped some of the world’s top corporations to effectively respond to complex data security breaches and protect their enterprises. David’s clients range from startups to large Fortune 500 multinationals across a range of industries – including ecommerce, consumer products, name-brand, traditional brick-and-mortar companies, hotels and hospitality, social media, technology, professional services, healthcare, financial institutions and energy.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/18/2025
    Presented
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Course1

LIVE REPLAY: Cybersecurity Breaches: How to Advise Clients When the Inevitable Happens

$65.00

This program will provide you with critical guidance on advising clients who experience a cybersecurity breach resulting in the release of sensitive information. Participants will learn best practices for assessing the scope of a breach, complying with notification laws, and mitigating potential legal and reputational risks. The program will cover key topics such as regulatory requirements, breach response planning, and strategies for minimizing liability. By the end of the session, attorneys will be equipped to effectively counsel clients through the legal and practical challenges of a data breach incident. Assessing the type and scope of the breach Engaging forensic teams Understanding scope of federal/state disclosure requirements Tradeoffs in determining whether to disclose and when Impact of emerging AI technologies in breaches Speaker:    David Navetta is a prominent leader in privacy, information security and technology law. He has extensive experience counseling clients on novel and cutting-edge data protection issues, including data breach response, cybersecurity risk management, consumer and employee privacy, incident response planning and preparedness, technology transactions, vendor management, board of director advice and consultation, regulatory investigations, litigation and due diligence in corporate transactions. David serves as a “breach coach” on an approved panel for numerous cyber insurance carriers and companies, and he has helped some of the world’s top corporations to effectively respond to complex data security breaches and protect their enterprises. David’s clients range from startups to large Fortune 500 multinationals across a range of industries – including ecommerce, consumer products, name-brand, traditional brick-and-mortar companies, hotels and hospitality, social media, technology, professional services, healthcare, financial institutions and energy.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/18/2025
    Presented
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Course1

Drafting Buy/Sell Agreements for Closely Held Companies, Part 1

$65.00

There is rarely a liquid market for the sale or exchange of ownership interests in closely-held companies.  Buy/sell agreements fix that problem by creating a market among the owners of a company, providing a mechanism for owners to liquidate their interests in a reliable manner. The owners may agree to buy and sell interests among themselves on the occurrence of certain events and using certain valuation metrics, or they may agree that the company itself will redeem an owner’s interest. Without these agreements, there is often no alternative for an owner to cash out, short of liquidating the company. This program will provide you with a practical guide to the different types of buy/sell agreements, drafting the essential provisions of each, and common negotiating and drafting tips.   Day 1: Types of buy/sell agreements – cross-purchase among owners, entity redemption, and hybrid approaches Most highly negotiated provisions of buy/sell agreements Triggering events – voluntary sale, retirement, death, bankruptcy of shareholder or member Valuation of interests – appraisals, formula clauses,comps, and dispute resolution Rights of first offer v. rights of first refusal, and sales to third parties   Day 2: Funding buy/sell arrangements  – payouts/earnouts over time, commercial borrowing, key-man insurance, other funding sources Special issues involving S Corps and unincorporated entities Drag-along and tag-along rights in buy/sell agreements Major tax issues in buy/sell agreements for buyer, seller and the entity   Speaker: Daniel G. Straga is counsel 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.Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 6/21/2025
    Avail. Until
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Course1

Drafting Buy/Sell Agreements for Closely Held Companies, Part 2

$65.00

There is rarely a liquid market for the sale or exchange of ownership interests in closely-held companies.  Buy/sell agreements fix that problem by creating a market among the owners of a company, providing a mechanism for owners to liquidate their interests in a reliable manner. The owners may agree to buy and sell interests among themselves on the occurrence of certain events and using certain valuation metrics, or they may agree that the company itself will redeem an owner’s interest. Without these agreements, there is often no alternative for an owner to cash out, short of liquidating the company. This program will provide you with a practical guide to the different types of buy/sell agreements, drafting the essential provisions of each, and common negotiating and drafting tips.   Day 1: Types of buy/sell agreements – cross-purchase among owners, entity redemption, and hybrid approaches Most highly negotiated provisions of buy/sell agreements Triggering events – voluntary sale, retirement, death, bankruptcy of shareholder or member Valuation of interests – appraisals, formula clauses,comps, and dispute resolution Rights of first offer v. rights of first refusal, and sales to third parties   Day 2: Funding buy/sell arrangements  – payouts/earnouts over time, commercial borrowing, key-man insurance, other funding sources Special issues involving S Corps and unincorporated entities Drag-along and tag-along rights in buy/sell agreements Major tax issues in buy/sell agreements for buyer, seller and the entity   Speaker: Daniel G. Straga is counsel 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.Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 6/22/2025
    Avail. Until
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LIVE REPLAY: Sales Agreements in Business Law: UCC Issues, Traps & Drafting Tips

$65.00

The sale of goods is one of the most common forms of commercial transactions.  The sales contracts governing these transactions can be quite complex and they must all comply with the Uniform Commercial Code Article 2.  The UCC governs contract formation, express and implied warranties, and outlines forms of breach of contract and types of remedies.  Compliance with the code enhances enforceability of the contract and expedites remedies upon breach.  However, when its many requirements are overlooked, contracts for sale of goods may be invalid and the underlying transaction void. This program will provide you with a practical guide to drafting and reviewing contracts for the sale of goods under UCC Article 2.   “Battle of forms,” methods of acceptance or rejection, and electronic contracting Delivery, acceptance or rejection of goods by buyer Breaches for failure to deliver, non-conforming product, repudiation, failure to pay Types and measure of damages for breach of contract by seller or buyer Express and implied warranties – fitness for purpose, merchantability, title infringement Disclaimer of warranties and other techniques to limit scope of liability   Speaker: Christopher Tompkins is a partner in the Chicago office of Jenner & Block, LLP, where he counsels clients in such areas as breach of contract, the Uniform Commercial Code, equipment leasing, business torts, and intellectual property.  He has handled all phases of litigation in state and federal court and before arbitration tribunals, including pre-litigation investigation, motion practice, discovery, working with expert witnesses, trial and appeal.Previously, he served as a legislative intern for the National Council of Commissioners on Uniform State Laws where he worked on legislation related to commercial law.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/26/2025
    Presented
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Course1

LIVE REPLAY: Sales Agreements in Business Law: UCC Issues, Traps & Drafting Tips

$65.00

The sale of goods is one of the most common forms of commercial transactions.  The sales contracts governing these transactions can be quite complex and they must all comply with the Uniform Commercial Code Article 2.  The UCC governs contract formation, express and implied warranties, and outlines forms of breach of contract and types of remedies.  Compliance with the code enhances enforceability of the contract and expedites remedies upon breach.  However, when its many requirements are overlooked, contracts for sale of goods may be invalid and the underlying transaction void. This program will provide you with a practical guide to drafting and reviewing contracts for the sale of goods under UCC Article 2.   “Battle of forms,” methods of acceptance or rejection, and electronic contracting Delivery, acceptance or rejection of goods by buyer Breaches for failure to deliver, non-conforming product, repudiation, failure to pay Types and measure of damages for breach of contract by seller or buyer Express and implied warranties – fitness for purpose, merchantability, title infringement Disclaimer of warranties and other techniques to limit scope of liability   Speaker: Christopher Tompkins is a partner in the Chicago office of Jenner & Block, LLP, where he counsels clients in such areas as breach of contract, the Uniform Commercial Code, equipment leasing, business torts, and intellectual property.  He has handled all phases of litigation in state and federal court and before arbitration tribunals, including pre-litigation investigation, motion practice, discovery, working with expert witnesses, trial and appeal.Previously, he served as a legislative intern for the National Council of Commissioners on Uniform State Laws where he worked on legislation related to commercial law.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/26/2025
    Presented
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Course1

LIVE REPLAY: Protecting Your Clients' Trade Secrets: Masterclass, Part 1

$65.00

This program equips attorneys with the tools to advise clients on safeguarding their trade secrets in an increasingly digital and connected world. The session will cover strategies for protecting sensitive information from departing employees, addressing vulnerabilities in networked systems, and managing risks posed by artificial intelligence. Key topics include drafting enforceable non-compete and confidentiality agreements, implementing robust cybersecurity measures, and understanding AI's role in trade secret misappropriation. By the end of the program, attorneys will have practical strategies to help clients secure their proprietary information against both traditional and emerging threats. Day 1 Drafting and enforcing non-compete, non-disclosure, and confidentiality agreements to safeguard sensitive information. Addressing vulnerabilities in networked systems to prevent unauthorized access and data theft. Understanding the risks posed by artificial intelligence in identifying and exploiting trade secrets. Day 2 Legal remedies for trade secret misappropriation under state, federal, and international laws. Best practices for monitoring and securing proprietary information in the workplace. Guidance on employee training programs to ensure compliance with trade secret policies. Proactive strategies for handling trade secret disputes and minimizing litigation risks.   Speaker: James Pooley focuses on trade secret law and management, as an expert witness, advisor, litigator and neutral. He has authored or co-authored several major IP works, including his treatise Trade Secrets (Law Journal Press), the Patent Case Management Judicial Guide and the Trade Secret Case Management Judicial Guide (both published by the Federal Judicial Center). He recently released the second edition of his business book Secrets: Managing Information Assets in the Age of Cyberespionage. The Senate Judiciary Committee relied on Jim for expert testimony and advice regarding the 2016 Defend Trade Secrets Act. From 2009 to 2014 he managed the international patent system (PCT) at WIPO as Deputy Director General for Innovation and Technology. He has served as President of AIPLA, Chairman of the National Inventors Hall of Fame, Chair of the Sedona Conference Working Group 12 on Trade Secrets, and Co-Chair of the Trade Secrets Task Force of the International Chamber of Commerce. He has taught Trade Secret law at UC Berkeley. In 2016 Jim was inducted into the IP Hall of Fame in recognition of his contributions to the field.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/1/2025
    Presented
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LIVE REPLAY: Protecting Your Clients' Trade Secrets: Masterclass, Part 1

$65.00

This program equips attorneys with the tools to advise clients on safeguarding their trade secrets in an increasingly digital and connected world. The session will cover strategies for protecting sensitive information from departing employees, addressing vulnerabilities in networked systems, and managing risks posed by artificial intelligence. Key topics include drafting enforceable non-compete and confidentiality agreements, implementing robust cybersecurity measures, and understanding AI's role in trade secret misappropriation. By the end of the program, attorneys will have practical strategies to help clients secure their proprietary information against both traditional and emerging threats. Day 1 Drafting and enforcing non-compete, non-disclosure, and confidentiality agreements to safeguard sensitive information. Addressing vulnerabilities in networked systems to prevent unauthorized access and data theft. Understanding the risks posed by artificial intelligence in identifying and exploiting trade secrets. Day 2 Legal remedies for trade secret misappropriation under state, federal, and international laws. Best practices for monitoring and securing proprietary information in the workplace. Guidance on employee training programs to ensure compliance with trade secret policies. Proactive strategies for handling trade secret disputes and minimizing litigation risks.   Speaker: James Pooley focuses on trade secret law and management, as an expert witness, advisor, litigator and neutral. He has authored or co-authored several major IP works, including his treatise Trade Secrets (Law Journal Press), the Patent Case Management Judicial Guide and the Trade Secret Case Management Judicial Guide (both published by the Federal Judicial Center). He recently released the second edition of his business book Secrets: Managing Information Assets in the Age of Cyberespionage. The Senate Judiciary Committee relied on Jim for expert testimony and advice regarding the 2016 Defend Trade Secrets Act. From 2009 to 2014 he managed the international patent system (PCT) at WIPO as Deputy Director General for Innovation and Technology. He has served as President of AIPLA, Chairman of the National Inventors Hall of Fame, Chair of the Sedona Conference Working Group 12 on Trade Secrets, and Co-Chair of the Trade Secrets Task Force of the International Chamber of Commerce. He has taught Trade Secret law at UC Berkeley. In 2016 Jim was inducted into the IP Hall of Fame in recognition of his contributions to the field.

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/1/2025
    Presented
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Course1

LIVE REPLAY: Protecting Your Clients' Trade Secrets: Masterclass, Part 2

$65.00

This program equips attorneys with the tools to advise clients on safeguarding their trade secrets in an increasingly digital and connected world. The session will cover strategies for protecting sensitive information from departing employees, addressing vulnerabilities in networked systems, and managing risks posed by artificial intelligence. Key topics include drafting enforceable non-compete and confidentiality agreements, implementing robust cybersecurity measures, and understanding AI's role in trade secret misappropriation. By the end of the program, attorneys will have practical strategies to help clients secure their proprietary information against both traditional and emerging threats. Day 1 Drafting and enforcing non-compete, non-disclosure, and confidentiality agreements to safeguard sensitive information. Addressing vulnerabilities in networked systems to prevent unauthorized access and data theft. Understanding the risks posed by artificial intelligence in identifying and exploiting trade secrets. Day 2 Legal remedies for trade secret misappropriation under state, federal, and international laws. Best practices for monitoring and securing proprietary information in the workplace. Guidance on employee training programs to ensure compliance with trade secret policies. Proactive strategies for handling trade secret disputes and minimizing litigation risks.   Speaker: James Pooley focuses on trade secret law and management, as an expert witness, advisor, litigator and neutral. He has authored or co-authored several major IP works, including his treatise Trade Secrets (Law Journal Press), the Patent Case Management Judicial Guide and the Trade Secret Case Management Judicial Guide (both published by the Federal Judicial Center). He recently released the second edition of his business book Secrets: Managing Information Assets in the Age of Cyberespionage. The Senate Judiciary Committee relied on Jim for expert testimony and advice regarding the 2016 Defend Trade Secrets Act. From 2009 to 2014 he managed the international patent system (PCT) at WIPO as Deputy Director General for Innovation and Technology. He has served as President of AIPLA, Chairman of the National Inventors Hall of Fame, Chair of the Sedona Conference Working Group 12 on Trade Secrets, and Co-Chair of the Trade Secrets Task Force of the International Chamber of Commerce. He has taught Trade Secret law at UC Berkeley. In 2016 Jim was inducted into the IP Hall of Fame in recognition of his contributions to the field.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/2/2025
    Presented
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Course1

LIVE REPLAY: Protecting Your Clients' Trade Secrets: Masterclass, Part 2

$65.00

This program equips attorneys with the tools to advise clients on safeguarding their trade secrets in an increasingly digital and connected world. The session will cover strategies for protecting sensitive information from departing employees, addressing vulnerabilities in networked systems, and managing risks posed by artificial intelligence. Key topics include drafting enforceable non-compete and confidentiality agreements, implementing robust cybersecurity measures, and understanding AI's role in trade secret misappropriation. By the end of the program, attorneys will have practical strategies to help clients secure their proprietary information against both traditional and emerging threats. Day 1 Drafting and enforcing non-compete, non-disclosure, and confidentiality agreements to safeguard sensitive information. Addressing vulnerabilities in networked systems to prevent unauthorized access and data theft. Understanding the risks posed by artificial intelligence in identifying and exploiting trade secrets. Day 2 Legal remedies for trade secret misappropriation under state, federal, and international laws. Best practices for monitoring and securing proprietary information in the workplace. Guidance on employee training programs to ensure compliance with trade secret policies. Proactive strategies for handling trade secret disputes and minimizing litigation risks.   Speaker: James Pooley focuses on trade secret law and management, as an expert witness, advisor, litigator and neutral. He has authored or co-authored several major IP works, including his treatise Trade Secrets (Law Journal Press), the Patent Case Management Judicial Guide and the Trade Secret Case Management Judicial Guide (both published by the Federal Judicial Center). He recently released the second edition of his business book Secrets: Managing Information Assets in the Age of Cyberespionage. The Senate Judiciary Committee relied on Jim for expert testimony and advice regarding the 2016 Defend Trade Secrets Act. From 2009 to 2014 he managed the international patent system (PCT) at WIPO as Deputy Director General for Innovation and Technology. He has served as President of AIPLA, Chairman of the National Inventors Hall of Fame, Chair of the Sedona Conference Working Group 12 on Trade Secrets, and Co-Chair of the Trade Secrets Task Force of the International Chamber of Commerce. He has taught Trade Secret law at UC Berkeley. In 2016 Jim was inducted into the IP Hall of Fame in recognition of his contributions to the field.

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/2/2025
    Presented
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Course1

Arbitration Agreements: Drafting for Business Success

$65.00

One of the biggest risks in most business, commercial, or real estate agreements is the risk of dispute and costly, protracted litigation. Arbitration agreements are one of the primary methods by which this substantial risk of loss is contained. Rather than the parties resorting to costly litigation, they are required to seek resolution of their dispute before a neutral arbiter, whose decision in the matter is final and cannot be litigated. Though these agreements are effective mechanisms for dispute resolution and cost containment, they are also highly controversial. This program will provide you with a practical guide the law governing arbitration agreements and drafting their major provisions.   Framework of law governing arbitration agreements Practical uses in business, commercial, and real estate transactions Circumstances where arbitration is effective v. ineffective Counseling clients about the benefits, risks, and tradeoffs of arbitration agreements Scope of arbitration, mandatory nature, and rules used Defining applicable law, arbiter selection, and method of arbitration Judgment on award, review by courts (if any), interim relief   Speaker: Shannon M. Bell is a partner 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
  • 7/9/2025
    Presented
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Course1

Arbitration Agreements: Drafting for Business Success

$65.00

One of the biggest risks in most business, commercial, or real estate agreements is the risk of dispute and costly, protracted litigation. Arbitration agreements are one of the primary methods by which this substantial risk of loss is contained. Rather than the parties resorting to costly litigation, they are required to seek resolution of their dispute before a neutral arbiter, whose decision in the matter is final and cannot be litigated. Though these agreements are effective mechanisms for dispute resolution and cost containment, they are also highly controversial. This program will provide you with a practical guide the law governing arbitration agreements and drafting their major provisions.   Framework of law governing arbitration agreements Practical uses in business, commercial, and real estate transactions Circumstances where arbitration is effective v. ineffective Counseling clients about the benefits, risks, and tradeoffs of arbitration agreements Scope of arbitration, mandatory nature, and rules used Defining applicable law, arbiter selection, and method of arbitration Judgment on award, review by courts (if any), interim relief   Speaker: Shannon M. Bell is a partner 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
  • 7/9/2025
    Presented
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Course1

LIVE REPLAY: Cloud Contracts: Drafting and Reviewing IT Sourcing Agreements

$65.00

Virtually every organization outsources it information technology (IT) functions to third-party vendors.  Electronic files of every time – data and documents, video and audio – are stored on servers owned and maintained by third parties and located at off-site locations.  Telecom services are also commonly outsourced. The idea behind outsourcing these increasingly complex systems is that costs might be controlled and the difficulty of maintaining them becomes someone else’s task. But getting to that point lies beyond reviewing and negotiating highly complex IT outsource agreements involving performance and reliability, data security and privacy breaches, and warranty and indemnity.  This program will provide you with a practical guide to negotiating and drafting IT agreements with third-party vendors.   Performance standards for IT vendors, reliability, and Service Level Agreements Essential warranty and indemnity provisions – and spotting red flags Understanding how “The Cloud” works for contractual purposes Important data security, privacy and related liability concerns Drafting the underlying equipment lease and/or software license Reviewing fee structures in IT outsourcing agreements   Speaker: Peter J. Kinsella is a partner in the Denver office of Perkins Coie, LLP, where he has an extensive technology law practice focusing on advising start-up, emerging and large companies on technology-related commercial and intellectual property transaction matters.  Prior to joining his firm, he worked for ten years in various legal capacities with Qwest Communications International, Inc. and Honeywell, Inc.  Mr. Kinsella has extensive experience structuring and negotiating data sharing agreements, complex procurement agreements, product distribution agreements, OEM agreements, marketing and advertising agreements, corporate sponsorship agreements, and various types of patent, trademark and copyright licenses.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/25/2025
    Presented
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Course1

LIVE REPLAY: Cloud Contracts: Drafting and Reviewing IT Sourcing Agreements

$65.00

Virtually every organization outsources it information technology (IT) functions to third-party vendors.  Electronic files of every time – data and documents, video and audio – are stored on servers owned and maintained by third parties and located at off-site locations.  Telecom services are also commonly outsourced. The idea behind outsourcing these increasingly complex systems is that costs might be controlled and the difficulty of maintaining them becomes someone else’s task. But getting to that point lies beyond reviewing and negotiating highly complex IT outsource agreements involving performance and reliability, data security and privacy breaches, and warranty and indemnity.  This program will provide you with a practical guide to negotiating and drafting IT agreements with third-party vendors.   Performance standards for IT vendors, reliability, and Service Level Agreements Essential warranty and indemnity provisions – and spotting red flags Understanding how “The Cloud” works for contractual purposes Important data security, privacy and related liability concerns Drafting the underlying equipment lease and/or software license Reviewing fee structures in IT outsourcing agreements   Speaker: Peter J. Kinsella is a partner in the Denver office of Perkins Coie, LLP, where he has an extensive technology law practice focusing on advising start-up, emerging and large companies on technology-related commercial and intellectual property transaction matters.  Prior to joining his firm, he worked for ten years in various legal capacities with Qwest Communications International, Inc. and Honeywell, Inc.  Mr. Kinsella has extensive experience structuring and negotiating data sharing agreements, complex procurement agreements, product distribution agreements, OEM agreements, marketing and advertising agreements, corporate sponsorship agreements, and various types of patent, trademark and copyright licenses.

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/25/2025
    Presented
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Course1

Drafting Escrow Agreements in Business & Commercial Transactions

$65.00

Every escrow agreement has a degree of intrinsic uncertainty.  Whether the agreement is for the release of money, property title, software code, or something else, the escrow agent must determine whether certain conditions have been met before releasing the property held in escrow.  That involves a degree of judgement, and like all judgments, subject to dispute.  In this sense, escrow agreements, which are intended to limit risk and enhance the certainty of a transaction, introduce another layer of risk. This puts a priority on carefully drafting the material details of the underlying transaction in as clear terms as possible.This program will provide you with a practical guide to drafting escrow agreements in transactions.   Defining conditions for release of property in basic, clear, explicit terms to reduce risk Drafting release instructions to tightly synchronize with the underlying transaction Inherent risks involved with escrow agent determinations Co-mingled and held in trust funds v. segregated funds Timing – how drafting too early might miss key terms in the underlying agreement Choosing the right escrow agent depending on the nature of the transaction Reducing escrow agent through E&O or other insurance   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 7/28/2025
    Avail. Until
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