Course1

LIVE REPLAY: Getting to Market: Sales and Distribution Agreements

$79.00

A product is only as successful as its distribution, only as profitable as it reaches the widest market possible.  Most suppliers of goods rely on distributors to reach the market. Distributor agreements can come in a multitude of types, including wholesale and retail distribution agreements. These agreements encompass a series of intricately interrelated provisions about the scope of products, the scope of the territory involved, exclusivity, pricing control, support in the form of marketing and training, supply guarantees, and much more.  Success for both the supplier and the distributor depends on a thoughtfully planned and drafted agreement.  This program will provide you with a practical guide to drafting the most essential provisions of distributor agreements.   Understanding distributor and supplier objectives – and how they can be harmonized Legal framework of distributor agreements Products covered and how they are defined and altered over time Exclusivity – territory and products Support – training, advertising, promotion Supply guarantees, timeliness of performance Pricing – who controls and antitrust considerations   Speaker: Joel R. Buckberg is a partner in Nashville office of Baker Donelson, P.C. and vice chair of the firm’s corporate group. He has 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. from Union College, his M.B.A. from Vanderbilt University, and his J.D. from Vanderbilt University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 3/29/2024
    Presented
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Course1

LIVE REPLAY: Getting to Market: Sales and Distribution Agreements

$79.00

A product is only as successful as its distribution, only as profitable as it reaches the widest market possible.  Most suppliers of goods rely on distributors to reach the market. Distributor agreements can come in a multitude of types, including wholesale and retail distribution agreements. These agreements encompass a series of intricately interrelated provisions about the scope of products, the scope of the territory involved, exclusivity, pricing control, support in the form of marketing and training, supply guarantees, and much more.  Success for both the supplier and the distributor depends on a thoughtfully planned and drafted agreement.  This program will provide you with a practical guide to drafting the most essential provisions of distributor agreements.   Understanding distributor and supplier objectives – and how they can be harmonized Legal framework of distributor agreements Products covered and how they are defined and altered over time Exclusivity – territory and products Support – training, advertising, promotion Supply guarantees, timeliness of performance Pricing – who controls and antitrust considerations   Speaker: Joel R. Buckberg is a partner in Nashville office of Baker Donelson, P.C. and vice chair of the firm’s corporate group. He has 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. from Union College, his M.B.A. from Vanderbilt University, and his J.D. from Vanderbilt University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 3/29/2024
    Presented
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Course1

Fundamentals of Licensing Technology, Part 1

$79.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/10/2024
    Presented
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Course1

Fundamentals of Licensing Technology, Part 1

$79.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/10/2024
    Presented
SEE MORE
Course1

Fundamentals of Licensing Technology, Part 2

$79.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/11/2024
    Presented
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Course1

Fundamentals of Licensing Technology, Part 2

$79.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/11/2024
    Presented
SEE MORE
Course1

Fundamentals of Licensing Technology, Part 1

$79.00

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

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/12/2024
    Avail. Until
SEE MORE
Course1

Fundamentals of Licensing Technology, Part 2

$79.00

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

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/13/2024
    Avail. Until
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Course1

REPLAY: MAC Clauses in Business Transactions

$79.00

Material Adverse Change (MAC) clauses are common in most businesstransactions. These clauses allocate among the parties the risk of a MAC occurring between the execution of transactional documents and closing the underlying transaction.  Sellers want certainty that a sale or other transaction will close and argue that the MAC clause should be very narrowly drafted. Buyers want maximum flexibility and will argue that anything that makes the transaction unattractive should constitute a MAC.  Between those two opposing views are a host of narrow and technical but important details that need to be negotiated, details which will determine whether the transaction is successfully closed, efficiently and cost-effectively terminated, or devolves into dispute and litigation. This program will provide you with a practical guide using and drafting MAC clauses in transactions.   Drafting “Material Adverse Change” provisions and carve-outs Forms of MACs – closing conditions or representations? Practical process of “proving” a MAC occurred, including burden of proof What happens to the transaction if a MAC occurred? Spotting red flags when drafting MAC clauses and best practices to reduce the risk   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/15/2024
    Presented
SEE MORE
Course1

REPLAY: MAC Clauses in Business Transactions

$79.00

Material Adverse Change (MAC) clauses are common in most businesstransactions. These clauses allocate among the parties the risk of a MAC occurring between the execution of transactional documents and closing the underlying transaction.  Sellers want certainty that a sale or other transaction will close and argue that the MAC clause should be very narrowly drafted. Buyers want maximum flexibility and will argue that anything that makes the transaction unattractive should constitute a MAC.  Between those two opposing views are a host of narrow and technical but important details that need to be negotiated, details which will determine whether the transaction is successfully closed, efficiently and cost-effectively terminated, or devolves into dispute and litigation. This program will provide you with a practical guide using and drafting MAC clauses in transactions.   Drafting “Material Adverse Change” provisions and carve-outs Forms of MACs – closing conditions or representations? Practical process of “proving” a MAC occurred, including burden of proof What happens to the transaction if a MAC occurred? Spotting red flags when drafting MAC clauses and best practices to reduce the risk   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/15/2024
    Presented
SEE MORE
Course1

"Boilplate" Provisions in Business and Commercial Contracts: Traps for the Unwary

$79.00

The “back of the book” provisions of common business, commercial and real estate agreements are often labeled “boilerplate,” copied and pasted from earlier agreements. But when disputes arise, these overlooked provisions – related to damages, choice of law and forum, notice, integration, and amendments – can determine the fate transaction. These provisions, if not closely examined in the context of every agreement, can provide grounds for litigation – or threats of litigation. This program will provide you with a practical guide to drafting essential “boilerplate” provisions with an emphasis on reducing risk.   Damages – types, limitations, drafting traps Choice of law/choice of forum – what the law allows v. what parties prefer Amendments – forms of written amendments, email, and course of dealing Notice – adapting methods to digital communication, traps Integration – conversations, extraneous writings, and assumptions Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/17/2024
    Presented
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Course1

"Boilplate" Provisions in Business and Commercial Contracts: Traps for the Unwary

$79.00

The “back of the book” provisions of common business, commercial and real estate agreements are often labeled “boilerplate,” copied and pasted from earlier agreements. But when disputes arise, these overlooked provisions – related to damages, choice of law and forum, notice, integration, and amendments – can determine the fate transaction. These provisions, if not closely examined in the context of every agreement, can provide grounds for litigation – or threats of litigation. This program will provide you with a practical guide to drafting essential “boilerplate” provisions with an emphasis on reducing risk.   Damages – types, limitations, drafting traps Choice of law/choice of forum – what the law allows v. what parties prefer Amendments – forms of written amendments, email, and course of dealing Notice – adapting methods to digital communication, traps Integration – conversations, extraneous writings, and assumptions Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/17/2024
    Presented
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Course1

Equipment Leases: Drafting & UCC Article 2A Issues

$79.00

Many companies lease rather than buy computers and servers, company cars and other capital equipment.  These leases are government by UCC Article 2A, an intricate set of provisions governing their validity, treatment, and enforcement.  If the lease is not properly drafted to comply with the UCC, it risks being re-characterized as a sale or a security interest, which give rise to substantially adverse financial and tax consequences. This program will also provide you with a practical guide to reviewing equipment leases, including spotting red flags and avoiding recharacterization.   Types of equipment leases – “true” leases, synthetic leases, “lease to own” arrangements, and more Spotting red flags of financeable leases – and how to ensure UCC 2A compliance Rights and obligations of the parties – manufacturer, lessor and lessee – and remedies for breach Circumstances leading to re-characterization of a “true lease” as a sale or financing Adverse financial, tax and practical ramifications of lease re-characterization Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/18/2024
    Presented
SEE MORE
Course1

Equipment Leases: Drafting & UCC Article 2A Issues

$79.00

Many companies lease rather than buy computers and servers, company cars and other capital equipment.  These leases are government by UCC Article 2A, an intricate set of provisions governing their validity, treatment, and enforcement.  If the lease is not properly drafted to comply with the UCC, it risks being re-characterized as a sale or a security interest, which give rise to substantially adverse financial and tax consequences. This program will also provide you with a practical guide to reviewing equipment leases, including spotting red flags and avoiding recharacterization.   Types of equipment leases – “true” leases, synthetic leases, “lease to own” arrangements, and more Spotting red flags of financeable leases – and how to ensure UCC 2A compliance Rights and obligations of the parties – manufacturer, lessor and lessee – and remedies for breach Circumstances leading to re-characterization of a “true lease” as a sale or financing Adverse financial, tax and practical ramifications of lease re-characterization Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/18/2024
    Presented
SEE MORE
Course1

"Boilplate" Provisions in Contracts: Overlooked Traps in Every Agreement

$79.00

  The “back of the book” provisions of common business, commercial and real estate agreements are often labeled “boilerplate,” copied and pasted from earlier agreements. But when disputes arise, these overlooked provisions – related to damages, choice of law and forum, notice, integration, and amendments – can determine the fate transaction. These provisions, if not closely examined in the context of every agreement, can provide grounds for litigation – or threats of litigation. This program will provide you with a practical guide to drafting essential “boilerplate” provisions with an emphasis on reducing risk.   Damages – types, limitations, drafting traps Choice of law/choice of forum – what the law allows v. what parties prefer Amendments – forms of written amendments, email, and course of dealing Notice – adapting methods to digital communication, traps Integration – conversations, extraneous writings, and assumptions Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.    

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/20/2024
    Avail. Until
SEE MORE
Course1

Equipment Leases: Drafting & UCC Article 2A Issues

$79.00

Many companies lease rather than buy computers and servers, company cars and other capital equipment.  These leases are government by UCC Article 2A, an intricate set of provisions governing their validity, treatment, and enforcement.  If the lease is not properly drafted to comply with the UCC, it risks being re-characterized as a sale or a security interest, which give rise to substantially adverse financial and tax consequences. This program will also provide you with a practical guide to reviewing equipment leases, including spotting red flags and avoiding recharacterization.   Types of equipment leases – “true” leases, synthetic leases, “lease to own” arrangements, and more Spotting red flags of financeable leases – and how to ensure UCC 2A compliance Rights and obligations of the parties – manufacturer, lessor and lessee – and remedies for breach Circumstances leading to re-characterization of a “true lease” as a sale or financing Adverse financial, tax and practical ramifications of lease re-characterization 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
  • 4/21/2024
    Avail. Until
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Course1

LIVE REPLAY: "Founding Documents": Drafting Articles of Incorporation & Bylaws, Part 1

$79.00

Though LLCs have become a default choice of entity for many businesses, corporations – C Corps and S Corps – still produce optimal results for many family-held businesses or businesses operating in industries where the corporate is preferred or required.  The founding documents of corporations – Articles of Incorporation, Stockholders’ Agreements, and bylaws – are complex, interlocking instruments that create and regulate the capital structure, governance, and finance of the business.  Very important issues of who can own stock, how that stock is valued and transferred, how major corporate decisions are made, and how disputes are resolved are all determined by these documents. This program will provide you with a practical guide to planning and drafting the essential founding documents of corporations.  Day 1: Practical planning and drafting founding documents Counseling clients about the allocation of voting power and distribution preferences Framework of law – what’s required, what can be modified, what’s discretionary Defining common stock characteristics – classes, voting rights Uses of preferred stock – classes, rights, preferences Tax issues to consider when drafting founding documents Day 2: Instituting boards of directors – duties, restrictions, indemnification Approval of shareholders – major transactions, voting thresholds, procedures Restrictions on the transferability of stock Major components of corporate bylaws Common traps in drafting founding documents – avoiding later litigation  Speaker:  Eric J. Zinn is of counsel in the Denver office of Kutak Rock, LLP.  He represents clients in clients in matters involving corporate, individual and partnership taxation, state and local taxation, and corporate mergers, acquisitions and finance. He is a frequent lecturer on topics including the proper choice of legal entity for the operation of a business enterprise, drafting operating agreements for limited liability companies, international taxation, partnership taxation, and like-kind exchanges.  He is an Adjunct Professor at the University of Colorado-Denver Business School and at the University of Colorado School of Law in Boulder. He is the author of "Colorado Limited Liability Company Forms and Practice Manual,” published by Data Trace Publishing. Before entering private practice he served as a judicial clerk to the U.S. Tax Court.

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/25/2024
    Presented
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Course1

LIVE REPLAY: "Founding Documents": Drafting Articles of Incorporation & Bylaws, Part 1

$79.00

Though LLCs have become a default choice of entity for many businesses, corporations – C Corps and S Corps – still produce optimal results for many family-held businesses or businesses operating in industries where the corporate is preferred or required.  The founding documents of corporations – Articles of Incorporation, Stockholders’ Agreements, and bylaws – are complex, interlocking instruments that create and regulate the capital structure, governance, and finance of the business.  Very important issues of who can own stock, how that stock is valued and transferred, how major corporate decisions are made, and how disputes are resolved are all determined by these documents. This program will provide you with a practical guide to planning and drafting the essential founding documents of corporations.  Day 1: Practical planning and drafting founding documents Counseling clients about the allocation of voting power and distribution preferences Framework of law – what’s required, what can be modified, what’s discretionary Defining common stock characteristics – classes, voting rights Uses of preferred stock – classes, rights, preferences Tax issues to consider when drafting founding documents Day 2: Instituting boards of directors – duties, restrictions, indemnification Approval of shareholders – major transactions, voting thresholds, procedures Restrictions on the transferability of stock Major components of corporate bylaws Common traps in drafting founding documents – avoiding later litigation  Speaker:  Eric J. Zinn is of counsel in the Denver office of Kutak Rock, LLP.  He represents clients in clients in matters involving corporate, individual and partnership taxation, state and local taxation, and corporate mergers, acquisitions and finance. He is a frequent lecturer on topics including the proper choice of legal entity for the operation of a business enterprise, drafting operating agreements for limited liability companies, international taxation, partnership taxation, and like-kind exchanges.  He is an Adjunct Professor at the University of Colorado-Denver Business School and at the University of Colorado School of Law in Boulder. He is the author of "Colorado Limited Liability Company Forms and Practice Manual,” published by Data Trace Publishing. Before entering private practice he served as a judicial clerk to the U.S. Tax Court.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/25/2024
    Presented
SEE MORE
Course1

LIVE REPLAY: "Founding Documents": Drafting Articles of Incorporation & Bylaws, Part 2

$79.00

Though LLCs have become a default choice of entity for many businesses, corporations – C Corps and S Corps – still produce optimal results for many family-held businesses or businesses operating in industries where the corporate is preferred or required.  The founding documents of corporations – Articles of Incorporation, Stockholders’ Agreements, and bylaws – are complex, interlocking instruments that create and regulate the capital structure, governance, and finance of the business.  Very important issues of who can own stock, how that stock is valued and transferred, how major corporate decisions are made, and how disputes are resolved are all determined by these documents. This program will provide you with a practical guide to planning and drafting the essential founding documents of corporations.  Day 1: Practical planning and drafting founding documents Counseling clients about the allocation of voting power and distribution preferences Framework of law – what’s required, what can be modified, what’s discretionary Defining common stock characteristics – classes, voting rights Uses of preferred stock – classes, rights, preferences Tax issues to consider when drafting founding documents Day 2: Instituting boards of directors – duties, restrictions, indemnification Approval of shareholders – major transactions, voting thresholds, procedures Restrictions on the transferability of stock Major components of corporate bylaws Common traps in drafting founding documents – avoiding later litigation  Speaker:  Eric J. Zinn is of counsel in the Denver office of Kutak Rock, LLP.  He represents clients in clients in matters involving corporate, individual and partnership taxation, state and local taxation, and corporate mergers, acquisitions and finance. He is a frequent lecturer on topics including the proper choice of legal entity for the operation of a business enterprise, drafting operating agreements for limited liability companies, international taxation, partnership taxation, and like-kind exchanges.  He is an Adjunct Professor at the University of Colorado-Denver Business School and at the University of Colorado School of Law in Boulder. He is the author of "Colorado Limited Liability Company Forms and Practice Manual,” published by Data Trace Publishing. Before entering private practice he served as a judicial clerk to the U.S. Tax Court.

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/26/2024
    Presented
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Course1

LIVE REPLAY: "Founding Documents": Drafting Articles of Incorporation & Bylaws, Part 2

$79.00

Though LLCs have become a default choice of entity for many businesses, corporations – C Corps and S Corps – still produce optimal results for many family-held businesses or businesses operating in industries where the corporate is preferred or required.  The founding documents of corporations – Articles of Incorporation, Stockholders’ Agreements, and bylaws – are complex, interlocking instruments that create and regulate the capital structure, governance, and finance of the business.  Very important issues of who can own stock, how that stock is valued and transferred, how major corporate decisions are made, and how disputes are resolved are all determined by these documents. This program will provide you with a practical guide to planning and drafting the essential founding documents of corporations.  Day 1: Practical planning and drafting founding documents Counseling clients about the allocation of voting power and distribution preferences Framework of law – what’s required, what can be modified, what’s discretionary Defining common stock characteristics – classes, voting rights Uses of preferred stock – classes, rights, preferences Tax issues to consider when drafting founding documents Day 2: Instituting boards of directors – duties, restrictions, indemnification Approval of shareholders – major transactions, voting thresholds, procedures Restrictions on the transferability of stock Major components of corporate bylaws Common traps in drafting founding documents – avoiding later litigation  Speaker:  Eric J. Zinn is of counsel in the Denver office of Kutak Rock, LLP.  He represents clients in clients in matters involving corporate, individual and partnership taxation, state and local taxation, and corporate mergers, acquisitions and finance. He is a frequent lecturer on topics including the proper choice of legal entity for the operation of a business enterprise, drafting operating agreements for limited liability companies, international taxation, partnership taxation, and like-kind exchanges.  He is an Adjunct Professor at the University of Colorado-Denver Business School and at the University of Colorado School of Law in Boulder. He is the author of "Colorado Limited Liability Company Forms and Practice Manual,” published by Data Trace Publishing. Before entering private practice he served as a judicial clerk to the U.S. Tax Court.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/26/2024
    Presented
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Course1

LIVE REPLAY: Drafting Arbitration Agreements in Business and Commercial Transactions

$79.00

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
  • 5/1/2024
    Presented
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Course1

LIVE REPLAY: Drafting Arbitration Agreements in Business and Commercial Transactions

$79.00

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
  • 5/1/2024
    Presented
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Course1

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

$79.00

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
  • 5/6/2024
    Presented
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Course1

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

$79.00

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
  • 5/6/2024
    Presented
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Course1

Closely Held Company Merger & Acquisitions, Part 1

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/7/2024
    Presented
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Course1

Closely Held Company Merger & Acquisitions, Part 1

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/7/2024
    Presented
SEE MORE
Course1

Closely Held Company Merger & Acquisitions, Part 2

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/8/2024
    Presented
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Course1

Closely Held Company Merger & Acquisitions, Part 2

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/8/2024
    Presented
SEE MORE
Course1

Closely Held Company Merger & Acquisitions, Part 1

$79.00

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

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/10/2024
    Avail. Until
SEE MORE
Course1

Closely Held Company Merger & Acquisitions, Part 2

$79.00

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

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/11/2024
    Avail. Until
SEE MORE