Course1

Drafting Business Service Agreements

$79.00

  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
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Course1

Drafting Business Service Agreements

$79.00

  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.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/26/2022
    Presented
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Course1

Valuation of Closely Held Companies

$79.00

Virtually every transaction of a closely held company requires a valuation. The company may be selling itself or some of its assets; obtaining a loan or placing equity with new investor; or the valuation may be needed for trust and estate planning. But valuing a closely held company is much art as science because there is no regular and liquid market matching buyers and sellers. This can make valuation highly contentious as parties argue over add-backs, discounts and premiums, and how to “price” cash flow or earnings. And all the familiar calculations have been altered by recent tax law changes. This program will provide you a real-world guide to valuation methodologies, areas of common dispute, and drafting tips. Valuation methodologies depending on the type of business or asset – asset-based, cash flow, market comps, and intrinsic value Role of objective factors v. professional judgment Impact of recent tax law changes on valuation Valuation premiums and discounts – “fair market value” and “fair value” Valuation drafting issues for lawyers Costly valuation mistakes and how to reduce risk of dispute   Speaker:

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/30/2022
    Avail. Until
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Course1

LIVE REPLAY: Structuring Minority Ownership Stakes in Companies

$79.00

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
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Course1

LIVE REPLAY: Structuring Minority Ownership Stakes in Companies

$79.00

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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/1/2022
    Presented
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Course1

Choice of Entity for Service Businesses

$79.00

Familiar tradeoffs in choice of entity for businesses selling goods are scrambled when it comes to service-based businesses. This is particularly true with regard to tax law and the relatively new deduction for certain types of income in pass-through businesses. Choice of entity for service businesses also differ in consideration of distributions and employment taxes, incentive compensation and vesting of restricted ownership interests, and the eventual sale, liquidation or accession of new owners.  This program will provide you with practical guide to choice of entity for service businesses with special emphasis on the new tax law.   How the new deductions for pass-through income applies to service businesses What income and types of businesses are covered or not Regulatory, industry, finance and other non-tax considerations for service businesses Using multiple entities to achieve variable ownership, management and tax goals Converting entities if a prior choice of entity is no longer sound   Speaker: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.

  • MP3 Download
    Format
  • 60
    Minutes
  • 6/3/2022
    Avail. Until
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Course1

Drafting Stockholder Agreements, Part 1

$79.00

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
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Course1

Drafting Stockholder Agreements, Part 1

$79.00

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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/14/2022
    Presented
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Course1

Drafting Stockholder Agreements, Part 2

$79.00

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
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Course1

Drafting Stockholder Agreements, Part 2

$79.00

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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/15/2022
    Presented
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Course1

Classes of Stock: Structuring voting and non-voting

$79.00

Crafting a corporation’s capital structure to harmonize competing economic interests is among the most challenging aspects of corporate formation. Certain investors want preferred returns of capital and “protective” rights in the form of enhanced voting rights.  They also want a senior claim to the corporation’s assets on liquidation. But common stock is often the largest tranche of a corporation’s capital structure and its claims cannot be entirely truncated in preference of preferred stock.  This program will provide you with a practical guide to drafting corporate common and preferred stock, with an emphasis on drafting preferred returns. Classes and series of sock in a closely held company’s capital structure Dividend rights – who gets what, when, and in preference to whom? Voting rights – preferential governance rights Liquidation rights – preferential claims on a company’s assets Conversion rights for preferred stock Dilution and impairment rights   Speaker: Tyler J. Sewell is n partner in the Denver office of Morrison & Foerster, LLP, where he specializes in mergers and acquisitions.  He focuses his practice on advising financial and strategic buyers and sellers in public and private M&A transactions and complex corporate transactions.  He negotiates and documents leveraged acquisitions, divestitures, asset acquisitions, stock acquisitions, mergers, auction transactions, and cross-border transactions. Mr. Sewell received his B.S., with merit, in ocean engineering from the United States Naval Academy and his J.D., magna cum laude, from the University of Pennsylvania Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 6/25/2022
    Avail. Until
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Course1

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

$79.00

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

  • MP3 Download
    Format
  • 60
    Minutes
  • 7/3/2022
    Avail. Until
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Course1

Roadmap of Venture Capital and Angel Funding, Part 1

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/7/2022
    Presented
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Course1

Roadmap of Venture Capital and Angel Funding, Part 1

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/7/2022
    Presented
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Course1

Baskets and Escrow in Business Transactions

$79.00

Identifying and hedging the risk of the unknown is one of the biggest risks in business documentation.  If unknown liabilities arise – or known liabilities are greater than anticipated –parties want recourse to address the economic loss.  “Caps” and “baskets” are used to address this problem.  Caps are the the total amount for which one party may be liable to the other party post-closing. “Baskets” are the amount of loss one party must incur, if any, before seeking recourse to the other party. The variations and interplay between caps and baskets can be highly complex. This program will provide you with a practical guide to the uses, types, and drafting traps of caps and baskets in business transactions. Types of “baskets” – “tipping baskets” v. “true deductibles” v. hybrids Negotiating “caps” – aggregates limits, specific carve-outs for fraud and other bad acts Intricate relationship between baskets and caps Drafting to reduce risk of dispute and enhance collectability of claims Use of escrow to ensure payment of indemnification claims   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 7/8/2022
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LIVE REPLAY: Service Level Agreements in Technology Contracting

$79.00

In a world where every client depends on IT functions – web site hosting, e-commerce, telecom, storing files remotely in the Cloud, or on locally leased servers, e-mail and much more – and when most of these functions are outsourced or provided by vendors, Service Level Agreements (SLAs) are of paramount importance. SLAs set benchmarks for these services – what uptime is expected and for how long, what happens when something goes down, how is service measured and reported?  The operation of every business and every law firm rests on the answer to these questions. This program will provide you a practical guide to reviewing, drafting and negotiating SLAs for client IT functions.    Purpose of SLAs – ensuring clients get benefit of bargain, incentivizing providers Types of services – locally installed v. the Cloud Service availability – uptime, guarantees, exclusions Service performance – minimum v. expected service, resolution time v. resolution goals Special considerations when drafting for the Cloud Common failures, damages, and remedies   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.  Mr. Kinsella received his B.S. from North Dakota State University and his J.D. from the University of Minnesota Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/15/2022
    Presented
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Course1

LIVE REPLAY: Service Level Agreements in Technology Contracting

$79.00

In a world where every client depends on IT functions – web site hosting, e-commerce, telecom, storing files remotely in the Cloud, or on locally leased servers, e-mail and much more – and when most of these functions are outsourced or provided by vendors, Service Level Agreements (SLAs) are of paramount importance. SLAs set benchmarks for these services – what uptime is expected and for how long, what happens when something goes down, how is service measured and reported?  The operation of every business and every law firm rests on the answer to these questions. This program will provide you a practical guide to reviewing, drafting and negotiating SLAs for client IT functions.    Purpose of SLAs – ensuring clients get benefit of bargain, incentivizing providers Types of services – locally installed v. the Cloud Service availability – uptime, guarantees, exclusions Service performance – minimum v. expected service, resolution time v. resolution goals Special considerations when drafting for the Cloud Common failures, damages, and remedies   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.  Mr. Kinsella received his B.S. from North Dakota State University and his J.D. from the University of Minnesota Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/15/2022
    Presented
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Course1

Roadmap of Venture Capital and Angel Funding, Part 1

$79.00

Rapidly growing companies often raise capital in “angel” or venture capital transactions.  Investors provide capital in exchange for carefully structured equity rights and frequently some form of governance rights. Investors also often provide the company with industry expertise, contacts, and access that may be as valuable as financial capital. These funding transactions can take a startup or more mature company to higher levels of growth. But they are complex transactions that can involve a dozen or more interrelated documents. This program will provide you with a practical guide to the stages and documentation of an angel or venture capital transaction. Day 1: Current state of angel and venture capital markets & trends in deal terms Review of the suite of documents involved in most funding deals Methods of valuation and their impact on successive stages of investment Reviewing or drafting terms sheets – pitfalls and opportunities Angel investing – equity v. debt, common terms, impact on later venture capital funding   Day 2: Review of most highly negotiated terms in funding deals Investor protections – information  & veto rights, liquidity event rights Liquidation preferences, anti-dilution rights, and dividends Striking the right balance between founders/managers and investors on the board Options pools for founders, managers and employees   Speaker: Howard Bobrow is a partner in the Cleveland, Ohio office of Taft Stettinius & Hollister LLP, where he chairs the firm’s venture capital practice. He counsels private equity and venture capital firms, other institutional investors and angel investors on all aspects of acquisitions, dispositions, capital formation and private placements. He regularly represents and advises funds on their organization and formation, the fundraising process, governance matters, investments and compliance with pertinent regulations.  Mr. Bobrow earned his B.S. from Miami University and his J.D. from Case Western Reserve University School of Law.   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.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 7/16/2022
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Course1

Roadmap of Venture Capital and Angel Funding, Part 2

$79.00

Rapidly growing companies often raise capital in “angel” or venture capital transactions.  Investors provide capital in exchange for carefully structured equity rights and frequently some form of governance rights. Investors also often provide the company with industry expertise, contacts, and access that may be as valuable as financial capital. These funding transactions can take a startup or more mature company to higher levels of growth. But they are complex transactions that can involve a dozen or more interrelated documents. This program will provide you with a practical guide to the stages and documentation of an angel or venture capital transaction. Day 1: Current state of angel and venture capital markets & trends in deal terms Review of the suite of documents involved in most funding deals Methods of valuation and their impact on successive stages of investment Reviewing or drafting terms sheets – pitfalls and opportunities Angel investing – equity v. debt, common terms, impact on later venture capital funding   Day 2: Review of most highly negotiated terms in funding deals Investor protections – information  & veto rights, liquidity event rights Liquidation preferences, anti-dilution rights, and dividends Striking the right balance between founders/managers and investors on the board Options pools for founders, managers and employees   Speaker: Howard Bobrow is a partner in the Cleveland, Ohio office of Taft Stettinius & Hollister LLP, where he chairs the firm’s venture capital practice. He counsels private equity and venture capital firms, other institutional investors and angel investors on all aspects of acquisitions, dispositions, capital formation and private placements. He regularly represents and advises funds on their organization and formation, the fundraising process, governance matters, investments and compliance with pertinent regulations.  Mr. Bobrow earned his B.S. from Miami University and his J.D. from Case Western Reserve University School of Law.   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.  Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 7/17/2022
    Avail. Until
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Drafting Supply Agreements

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/21/2022
    Presented
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Drafting Supply Agreements

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/21/2022
    Presented
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Course1

LIVE REPLAY: Governance for Nonprofit and Exempt Organizations

$79.00

Non-profit and tax exempt organizations of every size are complex organizations.  Boards of directors need to recruit and retain talented management, supervise the investment of endowments in often volatile markets, engage profit-making corporations in joint ventures, and ensure the integrity of systems and policies in environment of increased governmental and public scrutiny.  Effective governance of these organizations is essential to advancing the non-profit’s mission.  When governance fails, the organization itself and its directors are exposed to potential liability. This program will provide you with a practical guide to major governance issues for non-profits, including major management issues.   Current IRS and attorneys general investigation and enforcement priorities Essential provisions of non-profit management agreements Best practices for determining executive compensation Fiduciary duties, potential liability, and indemnification of nonprofit directors and officers Compliance issues, including Form 990   Speaker: Michael Lehmann is a partner in the New York office of Dechert, LLP, where he specializes in tax issues related to non-profits and in the tax treatment of cross-border transactions.  He advises hospitals and other health care providers, research organizations, low-income housing developers, trade associations, private foundations and arts organizations.  He advises clients on obtaining and maintaining tax-exempt status, executive compensation, reorganizations and joint ventures, acquisitions, and unrelated business income planning.  Mr. Lehmann received his A.B., magna cum laude, from Brown University, his J.D. from Columbia Law School, and his LL.M. from New York University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/22/2022
    Presented
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LIVE REPLAY: Governance for Nonprofit and Exempt Organizations

$79.00

Non-profit and tax exempt organizations of every size are complex organizations.  Boards of directors need to recruit and retain talented management, supervise the investment of endowments in often volatile markets, engage profit-making corporations in joint ventures, and ensure the integrity of systems and policies in environment of increased governmental and public scrutiny.  Effective governance of these organizations is essential to advancing the non-profit’s mission.  When governance fails, the organization itself and its directors are exposed to potential liability. This program will provide you with a practical guide to major governance issues for non-profits, including major management issues.   Current IRS and attorneys general investigation and enforcement priorities Essential provisions of non-profit management agreements Best practices for determining executive compensation Fiduciary duties, potential liability, and indemnification of nonprofit directors and officers Compliance issues, including Form 990   Speaker: Michael Lehmann is a partner in the New York office of Dechert, LLP, where he specializes in tax issues related to non-profits and in the tax treatment of cross-border transactions.  He advises hospitals and other health care providers, research organizations, low-income housing developers, trade associations, private foundations and arts organizations.  He advises clients on obtaining and maintaining tax-exempt status, executive compensation, reorganizations and joint ventures, acquisitions, and unrelated business income planning.  Mr. Lehmann received his A.B., magna cum laude, from Brown University, his J.D. from Columbia Law School, and his LL.M. from New York University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/22/2022
    Presented
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Ethics for Business Lawyers

$79.00

Lawyers advising businesses on transactions or negotiating on their behalf often confront a range of important ethical questions.  The biggest is, who is your client?  Often a company’s owners or managers will not understand the distinction between representing them and representing the company? There are also issues of identifying and clearing conflicts among clients when they are negotiating transaction.  And what can a lawyer say or do when negotiating for a client? Also, lawyers are sometimes confronted with issues about what to do when clients are dishonest.  This program will provide you with a real world guide to ethical issues when representing clients in business transactions.  Ethical issues in business and corporate practice Identifying your client in a variety of transactional contexts – the company v. its managers? Conflicts of interest in representing both sides of a transaction Ethical issues in transactional negotiations and communications with represented parties Representing clients you know to be dishonest and reporting wrong-doing “up and out”   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. 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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 7/30/2022
    Avail. Until
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LIVE REPLAY: Business Torts: How Transactions Spawn Litigation, Part 1

$79.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counter-parties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will you with a practical framework for understanding the range of business torts and real-world defenses. Day 1: Intentional interference with an existing contractual relationship – and the “business privilege” of competitors Interference with a prospective contract or transaction – what’s an “expectancy”? Fraudulent misrepresentations – how does an attorney spot “intent”? Negligent misrepresentation, including contributory negligence and the economic loss rule   Day 2: Implied covenant of good faith and fair dealing – what it means for contract negotiations Contract terms involving discretion v. explicit terms Misdeeds by clients in contract negotiations Misappropriation of trade secrets disclosed in contract negotiations Usurpation of business opportunities and the organizational opportunity doctrine Torts in recruiting and hiring key employees away from competitors   Speakers: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  Mr. Kelly earned his B.A. from Tulane University and his J.D. from St. Louis University School of Law. Shannon M. Bell is a member with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/3/2022
    Presented
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LIVE REPLAY: Business Torts: How Transactions Spawn Litigation, Part 1

$79.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counter-parties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will you with a practical framework for understanding the range of business torts and real-world defenses. Day 1: Intentional interference with an existing contractual relationship – and the “business privilege” of competitors Interference with a prospective contract or transaction – what’s an “expectancy”? Fraudulent misrepresentations – how does an attorney spot “intent”? Negligent misrepresentation, including contributory negligence and the economic loss rule   Day 2: Implied covenant of good faith and fair dealing – what it means for contract negotiations Contract terms involving discretion v. explicit terms Misdeeds by clients in contract negotiations Misappropriation of trade secrets disclosed in contract negotiations Usurpation of business opportunities and the organizational opportunity doctrine Torts in recruiting and hiring key employees away from competitors   Speakers: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  Mr. Kelly earned his B.A. from Tulane University and his J.D. from St. Louis University School of Law. Shannon M. Bell is a member with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/3/2022
    Presented
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Course1

LIVE REPLAY: Business Torts: How Transactions Spawn Litigation, Part 2

$79.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counter-parties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will you with a practical framework for understanding the range of business torts and real-world defenses. Day 1: Intentional interference with an existing contractual relationship – and the “business privilege” of competitors Interference with a prospective contract or transaction – what’s an “expectancy”? Fraudulent misrepresentations – how does an attorney spot “intent”? Negligent misrepresentation, including contributory negligence and the economic loss rule   Day 2: Implied covenant of good faith and fair dealing – what it means for contract negotiations Contract terms involving discretion v. explicit terms Misdeeds by clients in contract negotiations Misappropriation of trade secrets disclosed in contract negotiations Usurpation of business opportunities and the organizational opportunity doctrine Torts in recruiting and hiring key employees away from competitors   Speakers: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  Mr. Kelly earned his B.A. from Tulane University and his J.D. from St. Louis University School of Law. Shannon M. Bell is a member with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/4/2022
    Presented
SEE MORE
Course1

LIVE REPLAY: Business Torts: How Transactions Spawn Litigation, Part 2

$79.00

Business and commercial transactions are fraught with potential tort liability for attorneys and their clients. Whether out of disappointment at losing a deal or as a negotiating tactic or legitimate belief, counter-parties, competitors and third parties can easily allege tortious interference with existing or prospective business relationships.  There is also the risk of breaching the duty of good faith and fair dealing in transactions or misusing proprietary information obtained in negotiations in a failed deal. This program will you with a practical framework for understanding the range of business torts and real-world defenses. Day 1: Intentional interference with an existing contractual relationship – and the “business privilege” of competitors Interference with a prospective contract or transaction – what’s an “expectancy”? Fraudulent misrepresentations – how does an attorney spot “intent”? Negligent misrepresentation, including contributory negligence and the economic loss rule   Day 2: Implied covenant of good faith and fair dealing – what it means for contract negotiations Contract terms involving discretion v. explicit terms Misdeeds by clients in contract negotiations Misappropriation of trade secrets disclosed in contract negotiations Usurpation of business opportunities and the organizational opportunity doctrine Torts in recruiting and hiring key employees away from competitors   Speakers: William J. Kelly, III is a founding member of Kelly & Walker LLC and has more than 25 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  Mr. Kelly earned his B.A. from Tulane University and his J.D. from St. Louis University School of Law. Shannon M. Bell is a member with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/4/2022
    Presented
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Course1

Closely Held Stock Options, Restricted Stock, Etc.

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/9/2022
    Presented
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Course1

Closely Held Stock Options, Restricted Stock, Etc.

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/9/2022
    Presented
SEE MORE