Course1

Holding Business Interests in Trusts

$89.00

There are tax and other benefits to holding a closely-held company or other business interests in a trust.  But there are also substantial risks.  Trusts are typically required to diversify their holdings. But when a company is held in a trust there is almost a highly concentrated, and thus risky, position. Similarly, holding real estate or nontraditional assets also involves issues of liquidity and proper fiduciary and income tax administration. This program will provide you with a real world guide placing business interests in a trust. Dilemmas of operating companies in trusts – concentrated assets, speed, decision-making Concentrated assets and the fiduciary duty to diversify Counseling clients about the right trust for different asset classes Preserving S Corp status or other tax benefits in trust Business succession planning for family businesses Managing minority stakes in operating companies or assets Financial and tax administration traps Speakers: Michael Sneeringer a partner in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA’s Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute.  Mr. Sneeringer received his B.A. from Washington & Jefferson College, his J.D., cum laude, St. Thomas University School of Law, and his LL.M. from the University of Miami School of Law. Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.  Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/18/2022
    Presented
SEE MORE
Course1

LIVE REPLAY: Unwinding a Commercial Real Estate Transaction Gone Bad, Part 1

$69.00

  When a real estate project goes bad for whatever reason – sales are slow or at prices below projections, leasing is slow, or there are extensive cost-overruns or regulatory delays – developers, investors, lenders, and others are left scrambling to restructure the project and salvage any value or at least limit losses.This often involves restructuring or possibly refinancing a loan.  It may also involve additional equity.  Another option is selling the project, if possible.  These processes can be complicated by the nature of the investors and lenders involved.  This program will provide you with a practical guide to restructuring troubled real estate projects.    Day 1: Practical strategies for unwinding real estate deals outside of bankruptcy or litigation Negotiating, structuring and drafting the restructuring of failed real estate projects Underlying economics and tradeoffs of real estate restructuring Types of sellers and their impact on restructuring – individual owner, institutional, joint venture, private equity Complications and limitations involving syndicated loans, CMBS loans, and REMICs Navigating seller issues – personal guaranties, ongoing management fees, upside participation, reputation   Day 2: Restructuring alternatives, including straight purchases, “Loan to Own,” rescue capital/preferred stock/securities Drafting forbearance and loan modification agreements Receivership of distressed properties and planning to emerge from receivership “Loan to own” strategies and limitations Tax issues, including cancellation of indebtedness and restructuring recourse indebtedness Potential loss of valuable tax attributes and tax planning opportunities   Speaker: Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  He speaks extensively on real estate topics nationally.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/19/2022
    Presented
SEE MORE
Course1

LIVE REPLAY: Unwinding a Commercial Real Estate Transaction Gone Bad, Part 2

$69.00

When a real estate project goes bad for whatever reason – sales are slow or at prices below projections, leasing is slow, or there are extensive cost-overruns or regulatory delays – developers, investors, lenders, and others are left scrambling to restructure the project and salvage any value or at least limit losses.This often involves restructuring or possibly refinancing a loan.  It may also involve additional equity.  Another option is selling the project, if possible.  These processes can be complicated by the nature of the investors and lenders involved.  This program will provide you with a practical guide to restructuring troubled real estate projects.    Day 1: Practical strategies for unwinding real estate deals outside of bankruptcy or litigation Negotiating, structuring and drafting the restructuring of failed real estate projects Underlying economics and tradeoffs of real estate restructuring Types of sellers and their impact on restructuring – individual owner, institutional, joint venture, private equity Complications and limitations involving syndicated loans, CMBS loans, and REMICs Navigating seller issues – personal guaranties, ongoing management fees, upside participation, reputation   Day 2: Restructuring alternatives, including straight purchases, “Loan to Own,” rescue capital/preferred stock/securities Drafting forbearance and loan modification agreements Receivership of distressed properties and planning to emerge from receivership “Loan to own” strategies and limitations Tax issues, including cancellation of indebtedness and restructuring recourse indebtedness Potential loss of valuable tax attributes and tax planning opportunities   Speaker: Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  He speaks extensively on real estate topics nationally.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/20/2022
    Presented
SEE MORE
Course1

LIVE REPLAY: Trust and Estate Planning for Retirement Plans – IRAs, 401(k)s, and More

$69.00

  The single biggest asset most clients have is their retirement account – IRAs, 401(k)s, other defined benefit plans, and annuities. These retirement plans are often tax-favored but in exchange for that status come with a variety of restrictions. Each is also governed not only by the underlying terms of its sponsors and providers but by an array of complex tax regulations.  Understanding how these complex financial products are treated not only for tax purposes but, often more importantly, for purposes of transfer at death is the central focus of trust and estate plans for most clients.  This program will provide you with a guide to tax treatment and transfer rules of client retirement assets.    Allocation of estate and gift taxes QTIPing IRAs and trusts as IRA beneficiaries Trust distributions as income v. principal Understanding traps of beneficiary designations Creditor claims against retirement assets How annuity distributions are treated for income tax purposes – ordinary income, capital gain, return of investment   Speakers: Daniel L. Daniels is a partner in the Greenwich, Connecticut office of Wiggin and Dana, LLP, where his practice focuses on representing business owners, corporate executives and other wealthy individuals and their families.  A Fellow of the American College of Trust and Estate Counsel, he is listed in “The Best Lawyers in America,” and has been named by “Worth” magazine as one of the Top 100 Lawyers in the United States representing affluent individuals. Mr. Daniels is co-author of a monthly column in “Trusts and Estates” magazine.  Mr. Daniels received his A.B., summa cum laude, from Dartmouth College and received his J.D., with honors, from Harvard Law School.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/23/2022
    Presented
SEE MORE
Course1

Drafting Small Commecial Real Estate Leases

$89.00

In small space leases, tenants are much more sensitive to the cost or reviewing and negotiating lengthy leases.  Also, use restrictions in lengthier leases can unduly restrict a tenant’s ability to use the space to operate their business.  Landlord rights and remedies in “short “form” leases tend to leave tenants with little flexibility and few remedies for landlord breaches.  At the same time, landlords fear the instability and costs associated with small tenants. This program will provide you a real-world guide to reviewing a small commercial lease, including economics, use restrictions, subleasing, and remedies. Red flags in “short form” leases for small tenants Ensuring “use” restrictions allow tenant to operate its business Common area maintenance, taxes, insurance, fees and penalties Scope of landlord services to tenant – and landlord remedies Exit issues – “go dark” provisions, subletting, tail liability Speaker: David C. Camp is a partner in the Denver office of Senn Visciano Canges, PC, where he represents clients in all aspects of real estate transactions.  He has extensive experience in leasing, development, construction, financing and ownership issues.  He also has substantial experience in commercial finance matters, most frequently corporate and real estate financing, including mezzanine loans, construction loans, and traditional loan matters.  Mr. Camp received his B.A. cum laude from Middlebury College and his J.D. from the University of Pennsylvania Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/24/2022
    Presented
SEE MORE
Course1

Lawyer Ethics and Email

$89.00

  Email has become essential to law practice.  Communications with clients and colleagues is practically impossible – and absolutely inefficient – without email.  But the ubiquity of email may obscure many important ethical issues that arise when it is used in law practice, including issues related to confidentiality, metadata, and the attorney-client privilege. These and other substantial ethical questions will be discussed in this practical guide to the ethical issues when lawyers use email in their practices. Beginning an attorney relationship via email – intentionally and inadvertently Security and confidentiality when email is exchanged in the Cloud Inadvertently sent email and metadata embedded in email Discarding/deleting email and working with outside vendors Ex parte communications with represented adversaries Attorney-client privilege issues Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750-page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/25/2022
    Presented
SEE MORE
Course1

Drafting Business Service Agreements

$89.00

  Companies are increasingly focused on their “core competencies,” outsourcing all other functions – sales, bookkeeping, IT, customer and product support, warranty work – to third party professionals and their companies.  Drafting agreements to capture this work is unlike drafting a conventional employment agreement.  It requires a sophisticated understanding of the service, benchmarks for performance and reporting, and the protection of confidential business information. The underlying agreement must comprehend how all of these elements operate together.  This program will provide you with a practical guide to drafting services agreements in business.  Drafting services agreements for “hard” and “soft” services Scope of services provided, modification of services, and relationship to fees Performance standards and timeliness of delivery of services Types of fee structures and common traps Ensuring ownership of key files, records, “know how,” customer lists, and trade secrets Issues related to sub-contracting, designation of agents, and assignment of the contract Conflicts of interest, limitation of liability, and indemnification  Speaker:   Joel R. Buckberg is a partner in the Nashville office of Baker Donelson, LLP.  He more than 40 years’ experience in corporate and business transactions.  His practice focuses on corporate and asset transactions and operations, particularly in hospitality, franchising and distribution.  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.  Mr. Buckberg received his B.S. form Union College, his M.B.A. from Vanderbilt University, and his J.D. from Vanderbilt University School of Law.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/26/2022
    Presented
SEE MORE
Course1

LIVE REPLAY: Ethics of Identifying Your Client: It's Not Always Easy

$89.00

The first step in every ethics analysis is answering the question, who is your client?  It’s seemingly a very easy question to answer, but it’s not always 20/20 except in hindsight.  Representing multiple parties on the same matter, whether in litigation or on a transaction, may mean you have many clients, some or all with conflicts.   If you’re a private practitioner and you represent an organization, your client may be the entity, its officers from whom you are taking directions, or possibly both. If you’re an in-house attorney, the analysis – and its implications for the attorney-client privilege – becomes even more complex.  This program will provide you with a real world guide to ethics of identifying your client in a variety of settings avoiding conflicts of interest with the client.  Ethics and identifying your client and avoiding conflicts in transactions and litigation Representing businesses entities, nonprofit associations, and the government – client v. person giving directions Identifying clients in trust and estate planning – the testator or the person paying your fees? Special ethical challenges and ethical risks for in-house counsel and attorney-client privilege issues How to untangle clients and conflicts in joint representations – managing conflicts and information flows Best practices in documenting client representation to avoid later challenge   Speakers: Elizabeth Treubert Simon is an ethics attorney in the Washington, D.C. office of Akin Gump Strauss Hauer & Feld LLP, where she advises on a wide range of ethics and compliance-related matters to support Akin Gump’s offices worldwide.  Previously, she practiced law in Washington DC and New York, focusing on business and commercial litigation and providing counsel to clients regarding professional ethics and attorney disciplinary procedures.  She is a member of the New York State Bar Association Committee on Professional Discipline and the District of Columbia Legal Ethics Committee.  She writes and speaks extensively on attorney ethics issues.   She received her B.A. and M.S. from the University of Pennsylvania and her J.D. from Albany Law School.   Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections.  For more than 20 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/27/2022
    Presented
SEE MORE
Course1

LIVE REPLAY: 2022 Uniform Commercial Code Update

$89.00

The overlapping articles of the UCC impact most business, commercial and real estate transactions.  From the perfection of security interests to the enforceability of promissory notes and investment contracts to equipment leases and the sale of goods, the UCC plays a role in most significant transactions. This program, led by one of the nation’s leading authorities on the UCC, will provide you with a wide-ranging discussion of developments under the many articles of the UCC, including secured transactions, investment notes, sales, and equipment leasing.   Recent UCC developments for transactional attorneys Developments impacting commercial, business and real estate transactions UCC Article 9, asset-based transactions and secured transactions Sales of goods contracts Equipment leases, including computer equipment and capital equipment Notes, guarantees and letters of credit   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/31/2022
    Presented
SEE MORE
Course1

LIVE REPLAY: Structuring Minority Ownership Stakes in Companies

$69.00

Taking a minority ownership stake in a closely held company is a common occurrence. An investor may have taken a minority stake to fund growth in the business or someone may have provided essential, non-cash services – technical expertise, sales skill, management expertise – in exchange for equity. But there are substantial drawbacks with minority stakes. The minority stake holder may have limited access to information to the business and little or no control or influence over the ultimate success of the business.  The majority stake holder(s) may also seek to force out minority stake holders. This program will provide you with a real-world guide to structuring minority stake investments in anticipation of the majority stake owner eventually forcing the buyout of minority stake owners. Structuring minority stake ownership for eventual buyout by the majority stake owner How to avoid undue dispute and litigation through planning Framework of law protecting minority stake owners Equitable structuring of minority stake governance, information, and other rights Differences between passive minority-stake owner and those who actively participate in the business Valuation and buyout finance issues for majority stake owners Liquidity rights for minority stake owners Counseling techniques to help avoid open dispute among owners 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. Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  Ms. Merritt earned her B.S. from the University of Maryland, and her J.D. from the University of Virginia School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/1/2022
    Presented
SEE MORE
Course1

2022 Retaliation and Wrongful Discharge Update

$89.00

    Retaliation claims are among the most common form of employment litigation, either as standalone claims or when a substantive claim of harassment or discrimination fails. The scope of an employee’s protected conduct – whistleblower activity, requests for accommodation, and other forms of activity – is not limitless but it expansive. There are also complicated questions of what constitutes an adverse action by an employer and the causal connection between the employee’s protected activity and the adverse action. This program will review of recent case law and other developments impacting each of the elements of an actionable retaliation claim and best practices to avoid liability.   Case law developments impacting elements of retaliation claims – protected conduct, adverse action, and causation Scope of “protected conduct,” including requests for reasonable accommodation What constitutes adverse action by the employer – and when action must be taken Standards for establishing causal link between protected conduct and adverse action Relationship among harassment, discrimination, ADA and retaliation claims  Speaker:  Ryan Derry is a partner in the San Francisco office of Paul Hastings, LLP.  His practice includes all aspects of employment litigation and counseling, including employment discrimination, retaliation, harassment, and wage and hour claims. He represents employers in multiple jurisdictions in state and federal courts as well as in administrative proceedings against individual and class claims. He has been named as a California Super Lawyer Rising Star for multiple years.  Mr. Derry received his B.S., summa cum laude, from the University of Massachusetts Amherst and his J.D. from The George Washington University Law School, with honors, in 2006.      

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/2/2022
    Presented
SEE MORE
Course1

2022 Trust Litigation Update

$89.00

  The world is in the midst of the greatest transfer of wealth ever recorded. Baby Boomers retired with more wealth than any earlier generation and retired with more complicated family circumstances.  This wealth and family complexity are giving rise to more trust litigation. This litigation includes the extent to which trust interests are reachable in divorce proceedings; fiduciary investment decisions, the handling of concentrated positions in closely held companies, and arguably tortious interference with trust interests. This program will review significant developments in fiduciary litigation.  Disputes over discretionary decisions, including distributions Tortious interference with inheritance interests Handling concentrated positions in closely held companies Disputes involving operation of family businesses in trusts Counseling clients when fiduciary litigation involves family animosity Speakers:  Steven B. Malech is partner in the New York City office of Wiggin and Dana, LLP, where he is chair of the firm’s probate litigation practice group.  He is represents beneficiaries, fiduciaries and creditors in disputes involving alleged violations of the Prudent Investor Act and its predecessors, alleged breaches of fiduciary duty, disputed accountings, and will contests. He represents clients in cutting edge probate litigation matters involving trusts and estates with assets in the hundreds of millions of dollars. Mr. Malech received his B.A., with special honors, from the University of Texas and his J.D. from the Connecticut School of Law.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/3/2022
    Presented
SEE MORE
Course1

LIVE REPLAY: Professionalism for the Ethical Lawyer

$89.00

Ethics rules, the principles of professionalism, and sanctionable conduct are interrelated.  Lawyers have a duty to zealously represent their clients, but they do not have a duty to engage in offensive conduct that may be desired by clients. Lawyers have duties of confidentiality and honesty, but those duties do not always require pressing every advantage, such as when the lawyer knows that opposing counsel has made a material drafting error in a transactional document. In these and many other scenarios, ethics rules, professionalism, and potentially sanctionable conduct subtly interact.  This program will provide you with a practical guide to professionalism for the ethical lawyer.    Interrelationship of ethics rules, professionalism, and sanctions Zealous representation v. needlessly embarrassing an adversary or third-party Reacting to an adversary’s drafting errors in transactional documents Ethics, professionalism, and inadvertent transmission of communications Duty to supervise and train subordinate lawyers and staff, including to ensure courtesy to clients, opposing counsel, and courts Offering candid advice to clients and withdrawal when they demand offensive conduct Avoiding discrimination and bigotry   Speaker: Thomas E. Spahn is a partner in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility, and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 1,800 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 900 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis.  Mr. Spahn graduated magna cum laude from Yale University and received his J.D. from Yale Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/6/2022
    Presented
SEE MORE
Course1

2022 Ethics in Litigation Update, Part 1

$89.00

This annual ethics update will cover a wide range of ethical developments important to your civil litigation practice.  The program will provide detailed coverage of developments in conflicts of interest in litigation, confidentiality and the attorney-client privilege, and ethics in defense and common interest agreements.  The program will provide a wide-ranging discussion of the ethical issues that arise with the spread, use and development of technology in litigation.  Also, the panel will discuss ethical issues in discovery of digital files, records, and communications.  Please join for this annual program which will provide you with a lively discussion of ethical developments important to civil litigation practice.    Day 1: Ethics and discovery Ethics and preparing witnesses – the limits of coaching Recent developments in conflicts of interest, part 1   Day 2: Annual technology review – the many ways in which technology can cause ethical traps for lawyers in litigation Client confidentiality, the attorney-client privilege, and work product doctrine Recent developments in conflicts of interest, part 2   Speakers: Lucian T. Pera is a partner in the Memphis office of Adams & Reese, LLP.  His practice includes professional malpractice litigation as well as counseling lawyers and law firms in the area of ethics and professional responsibility.  He was a member of the ABA’s Ethics 2000 Commission and is co-author of "Ethics and Lawyering Today," a national e-mail newsletter on lawyer ethics, which is accessible at: www.ethicsandlawyering.com.  He is the immediate past Treasurer of the ABA and currently serves as Vice President of the Tennessee Bar Association.  Before entering private practice, he served as a judicial clerk to Judge Harry W. Wellford of the U.S. Court of Appeals for the Sixth Circuit.  Mr. Pera received his A.B. with honors from Princeton University and his J.D. from Vanderbilt University School of Law.   William Freivogel is the principal of Freivogel Ethics Consulting and is an independent consultant to law firms on ethics and risk management.  He was a trial lawyer for 22 years and has practiced in the areas of legal ethics and lawyer malpractice for more than 25 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com <http://www.freivogelonconflicts.com/> .  Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B. Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/7/2022
    Presented
SEE MORE
Course1

2022 Ethics in Litigation Update, Part 2

$89.00

This annual ethics update will cover a wide range of ethical developments important to your civil litigation practice.  The program will provide detailed coverage of developments in conflicts of interest in litigation, confidentiality and the attorney-client privilege, and ethics in defense and common interest agreements.  The program will provide a wide-ranging discussion of the ethical issues that arise with the spread, use and development of technology in litigation.  Also, the panel will discuss ethical issues in discovery of digital files, records, and communications.  Please join for this annual program which will provide you with a lively discussion of ethical developments important to civil litigation practice.    Day 1: Ethics and discovery Ethics and preparing witnesses – the limits of coaching Recent developments in conflicts of interest, part 1   Day 2: Annual technology review – the many ways in which technology can cause ethical traps for lawyers in litigation Client confidentiality, the attorney-client privilege, and work product doctrine Recent developments in conflicts of interest, part 2   Speakers: Lucian T. Pera is a partner in the Memphis office of Adams & Reese, LLP.  His practice includes professional malpractice litigation as well as counseling lawyers and law firms in the area of ethics and professional responsibility.  He was a member of the ABA’s Ethics 2000 Commission and is co-author of "Ethics and Lawyering Today," a national e-mail newsletter on lawyer ethics, which is accessible at: www.ethicsandlawyering.com.  He is the immediate past Treasurer of the ABA and currently serves as Vice President of the Tennessee Bar Association.  Before entering private practice, he served as a judicial clerk to Judge Harry W. Wellford of the U.S. Court of Appeals for the Sixth Circuit.  Mr. Pera received his A.B. with honors from Princeton University and his J.D. from Vanderbilt University School of Law. William Freivogel is the principal of Freivogel Ethics Consulting and is an independent consultant to law firms on ethics and risk management.  He was a trial lawyer for 22 years and has practiced in the areas of legal ethics and lawyer malpractice for more than 25 years.  He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com <http://www.freivogelonconflicts.com/> .  Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B. Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/8/2022
    Presented
SEE MORE
Course1

LIVE REPLAY: Health Care Issues in Estate Planning

$69.00

Trust and estate planning for health care involves counseling clients about what are often the most difficult decisions in their life or lives of loved ones. There are issues of making life-and-death health care decisions many years in advance of when those decisions will be needed. There are equally delicate decisions about the appointment of trustees or conservators.  Planning for long-term care – and how to fund that care – is often the biggest challenge for most clients.  If clients are not carefully counseled about their choices and their decisions not carefully reflected in trust and estate documents, their most important goals will be unfulfilled.  This program will provide you with a practical guide to the most important health care issues in trust and estate planning.   Counseling clients about planning for health care decision-making Tension between health care providers & trustees: Areas of competence, conflict, and cooperation Drafting advance health care directives & revocable trusts Defining objective health care “triggers” in documentation Key issues in appointing trustees, guardians & conservators Availability & financing of home health care & institutional care   Speakers: Michael Sneeringer a partner in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA’s Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute.  Mr. Sneeringer received his B.A. from Washington & Jefferson College, his J.D., cum laude, St. Thomas University School of Law, and his LL.M. from the University of Miami School of Law. Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.  Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/9/2022
    Presented
SEE MORE
Course1

Escrow Agreements in Real Estate Transactions

$89.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/10/2022
    Presented
SEE MORE
Course1

LIVE REPLAY: 2022 Americans with Disabilities Act Update

$89.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/13/2022
    Presented
SEE MORE
Course1

Drafting Stockholder Agreements, Part 1

$89.00

Stockholders’ agreements can make or break a closely held company.  Voting control is allocated, distribution policies established, buy-sell mechanisms defined, and the relationship of the owners organized.  Most of the big decisions of a closely held company are made in the stockholders’ agreement. In the context of S Corporations, these agreements take on even more importance in the form of various restrictions to ensure the corporation does not lose its pass-through status for federal income tax purposes. This program will provide you with a guide to planning and drafting the most essential provisions of stockholders’ agreements for C and S corporations.    Day 1: Practical uses of stockholders’ agreements Management and voting rights – what events trigger a vote and by whom Economic rights – distributions, taxes, and liquidations Information rights – access to operational, financial and tax information   Day 2: Restrictions on transferability and mechanisms to buy/sell restricted stock Valuation methodologies for stock that does not have a liquid market Protective provisions for S Corps – preventing transfers to ineligible holders Provisions for approving the termination an S Corp election Close corporations and the ability to govern the company without a board of directors   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.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  Ms. Merritt earned her B.S. from the University of Maryland, and her J.D. from the University of Virginia School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/14/2022
    Presented
SEE MORE
Course1

Drafting Stockholder Agreements, Part 2

$89.00

Stockholders’ agreements can make or break a closely held company.  Voting control is allocated, distribution policies established, buy-sell mechanisms defined, and the relationship of the owners organized.  Most of the big decisions of a closely held company are made in the stockholders’ agreement. In the context of S Corporations, these agreements take on even more importance in the form of various restrictions to ensure the corporation does not lose its pass-through status for federal income tax purposes. This program will provide you with a guide to planning and drafting the most essential provisions of stockholders’ agreements for C and S corporations.  Day 1: Practical uses of stockholders’ agreements Management and voting rights – what events trigger a vote and by whom Economic rights – distributions, taxes, and liquidations Information rights – access to operational, financial and tax information Day 2: Restrictions on transferability and mechanisms to buy/sell restricted stock Valuation methodologies for stock that does not have a liquid market Protective provisions for S Corps – preventing transfers to ineligible holders Provisions for approving the termination an S Corp election Close corporations and the ability to govern the company without a board of directors 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.  Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  Ms. Merritt earned her B.S. from the University of Maryland, and her J.D. from the University of Virginia School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/15/2022
    Presented
SEE MORE
Course1

LIVE REPLAY: Diversity, Equity & Inclusion in Law Practice

$89.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/16/2022
    Presented
SEE MORE
Course1

Lawyer Ethics and Email

$89.00

Email has become essential to law practice.  Communications with clients and colleagues is practically impossible – and absolutely inefficient – without email.  But the ubiquity of email may obscure many important ethical issues that arise when it is used in law practice, including issues related to confidentiality, metadata, and the attorney-client privilege. These and other substantial ethical questions will be discussed in this practical guide to the ethical issues when lawyers use email in their practices.   Beginning an attorney relationship via email – intentionally and inadvertently Security and confidentiality when email is exchanged in the Cloud Inadvertently sent email and metadata embedded in email Discarding/deleting email and working with outside vendors Ex parte communications with represented adversaries Attorney-client privilege issues   Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750-page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/17/2022
    Presented
SEE MORE
Course1

Unwinding a Commercial Real Estate Transaction Gone Bad, Part 1

$89.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/21/2022
    Presented
SEE MORE
Course1

Unwinding a Commercial Real Estate Transaction Gone Bad, Part 2

$89.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/22/2022
    Presented
SEE MORE
Course1

Text Messages & Litigation: Discovery and Evidentiary Issues

$89.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/23/2022
    Presented
SEE MORE
Course1

Trust and Estate Planning for Illquid Assets

$89.00

Liquidity is an almost universal need in trust and estate planning. When a client dies, death taxes may need to be paid.  Expenses incurred in administration need to be paid.  Distributions may be required under trust instruments.  For these and many other reasons, estates need cash.  The big challenge comes when the estate has assets that, though valuable, are not liquid.  Assets may include real estate that is not quickly or cost-effectively sold.  Or a successful family business may be involved, where ownership stakes are not easily transferred or for which there is no ready market.  Complex financial assets, artwork or other unique property, hard to value and hard to sell, may also be held.  Trust and estate plans must anticipate the need for liquidity and formulate strategies for providing it or deferring taxes and distributions until liquidity can be created. This program will provide you with a real world guide to practical strategies for creating liquidity in trust and estate planning. Challenges of planning for illiquid assets like real estate, family businesses, and unique property Techniques and tools to fund tax liabilities, distributions, expenses and more Mechanics of electing a deferral of estate tax under IRC Section 6166 Use and advantages of using Graegin notes to obtain liquidity Advantages and disadvantages of use of redemptions and buy-sell agreements Use of life insurance and other financial products to provide liquidity Speakers: Jonathan Gopman is a partner with Akerman, LLP in Naples and chair of the firm’s trusts and estate practice group.  His practice focuses on sophisticated wealth accumulation and preservation planning strategies for entrepreneurs.  He also assists entrepreneurs with their personal and business planning needs at all phases of the wealth accumulation and preservation cycle.  Mr. Gopman is a Fellow of the American College of Tax Counsel and co-author of the revised version of the BNA Tax Management Portfolio on Estate Tax Payments and Liabilities.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/28/2022
    Presented
SEE MORE
Course1

The Ethics of Bad Facts and Bad Law

$89.00

Every lawyer wrestles with how to handle facts or law that is unfavorable to a client. There is a natural tension between a lawyer’s duty to be honest, on the one hand, and the lawyer’s duty to provide zealous representation of a client.  In some instances, bad facts or bad law must be disclosed.  In other instances, disclosure is not required. How this tension is resolved involves substantial ethical issues.  This program will discuss the ethics issues involved and how they may be resolved in a practical setting. Ethical issues surrounding the representation of adverse facts to tribunals and adversaries Disclosure of adverse legal precedents Required discloses of bad facts or law Timing issues – when must the disclosure occur? Related issues of confidentiality and the attorney-client privilege Ex parte communications with the courts – what’s ethically permissible, what’s not? Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/29/2022
    Presented
SEE MORE
Course1

LIVE REPLAY: Special Issues in Small Trusts

$89.00

  There are many more small trusts than large trusts and they pose special challenges for trust planners and administrators.  The fees paid to trustees and to investment professionals, together with ongoing reporting and fiduciary income tax compliance costs, can consume a substantial portion of the trust’s liquid assets or income.  There are also the challenges in the types of assets commonly held by small trusts. In other instances, trusts may cease to be practically and financially viable, and may need to be restructured or even terminated. This program will provide you with a practical guide to drafting, structuring and administering small trusts – and what to do when they cease to be viable entities.    Economics of small trusts – trustee compensation, reimbursement of expenses, investment fees Challenges of trust management of operating businesses and real estate Restructuring or terminating trusts that are no longer economically viable Custodial accounts and other alternatives to small trusts Choosing a trustee for a small trust versus a larger trust   Speakers: John T. Midgett is a founder of Midgett & Preti PC in Virginia Beach, Virginia, where his practice focuses on estate planning, administration and taxation, elder law, and family business planning.  He is a Fellow of the American College of Trust and Estate Counsel, a member of the National Academy of Elder Law Attorneys, and the Duke University Estate Planning Council.  He has lectured widely on topics relating to estate planning, taxation, probate, elder law, and family businesses. Mr. Midgett received his B.A. from the University of Virginia and his J.D. from the University of Richmond. Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.  Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/30/2022
    Presented
SEE MORE
Course1

2022 Sex Harassment Update

$89.00

This program will provide you with an update on recent developments in sex harassment claims.  The discussion will include case law developments, trends in claims and defenses, and legislative proposals.  The program will cover how to handle recent allegations of harassment based on conduct occurring years ago and best practices in revising policies and procedures to handle allegations of misconduct. This program will provide you with a wide-ranging discussion of significant developments in sex harassment law. Significant sex harassment case law developments Regulatory developments and legislative proposals How to investigate new complaints of old misconduct Sex harassment issues arising from online posts and messaging Best practices in revising sex harassment policies   Speaker: Sarah Besnoff is an attorney in the Washington, D.C. office of Paul Hastings, LLP, where she represents employers of all sizes in employment matters.She focuses her employment law practice on wage and hour and employment discrimination litigation, and employment counseling.Prior to joining the firm, she served as a judicial clerk to Judge C. Darnell Jones II of the U.S. District Court for the Eastern District of Pennsylvania. She is a Lecturer at the University of Pennsylvania Law School and the Fels Institute of Government.Ms. Besnoff earned her B.A., magna cum laude, from Barnard College, her M.P.A. from the University of Pennsylvania, Fels Institute of Government, and her J.D. from the University of Pennsylvania Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/30/2022
    Presented
SEE MORE
Course1

LIVE REPLAY: 2022 Americans with Disabilities Act Update

$89.00

This program will provide you with a comprehensive update of important developments related to the Americans with Disabilities Act.  The program will cover case law, administrative, and practical developments related to reasonable accommodation of disabilities in the workplace.  The panel will also discuss developments related to permissible job qualification standards, determining essential job functions, and judging the workplace performance of employees subject to the ADA. This program will provide you with a wide-ranging and practical review of important ADA developments.   Review of recent case law and regulatory developments Developments in job qualification standards Reasonable accommodation trends, including EEOC’s guidance Developments related to reassignment to another job category Trends in the interactive process    Speaker: Jeanne Goldberg is a Senior Attorney Advisor in the Office of Legal Counsel at the U.S. Equal Employment Opportunity Commission headquarters in Washington, D.C. She advises the Commission on the interpretation of Americans with Disabilities Act and the Genetic Information Nondiscrimination Act, among other federal statutes.  Prior to joining the EEOC, Ms. Goldberg was in private law practice specializing in civil rights litigation and argued EEO cases before the U.S. Courts of Appeals for the Fourth and D.C. Circuits.  She has also served as an adjunct law professor at the College and Mary.  Ms. Goldberg earned her B.A. from Northwestern University and her J.D. from George Washington University. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/5/2022
    Presented
SEE MORE