Course1

Drafting Supply Agreements

$79.00

Supply contracts are the backbone of many businesses, providing the buying with essential goods for a production process or finished product inventory for sale.  In the supply chains these agreements create, time is of the essence.  Buyers rely on timely delivery of quality raw material or inventory.  Production and sales are often finely calibrated for just in time delivery.  In addition, there area wide range of liability issues involved in these agreements because any disruption of the supply chain can cause substantial losses.  This program will provide you with a practical guide to reviewing the most important provisions of supply agreements for clients.  Drafting and negotiating most essential terms of supply agreements Issues for both suppliers and buyers in different industries Framework of law governing supply issue, including UCC warranty and title issues Product quality, volume commitments, delivery, and more Identifying, allocating, and mitigating risk – indemnity and insurance Spotting red flags in “form” supply agreements   Speaker: Joel R. Buckberg is a shareholder in the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. and chair of the firm’s commercial transactions and business consulting group. He has more than 45 years’ experience structuring and drafting commercial, corporate and business transactions.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.  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.

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  • 12/23/2021
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Course1

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

$79.00

Planning for an LLC’s eventual liquidation can be as important as formation. Well planned and efficient liquidations help LLC members preserve value. Messy liquidations are costly and rapidly diminish value. Whether triggered by a provision in a buy/sell agreement or on the basis of a statutory provision, liquidations are a process of marshaling assets, providing a variety of notices, satisfying debts and other liabilities, and eventually liquidating distributions to LLC members. When planned and managed effectively, the process can preserve substantial value for clients. This program will provide you with a practical guide to liquidations of LLCs. Statutory bases for voluntary LLC dissolution and how they are triggered by members Judicial/non-voluntary bases for LLC dissolution Planning for eventual dissolution of an LLC in buy/sell agreements Process of dissolution, winding up and termination – and practical consequences of each step Drafting statements of dissolution Summary of tax consequences of distributions of various type of property   Speaker:   Daniel G. Straga is counsel in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School.

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  • 12/23/2021
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Course1

The Ins-and-Out 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.

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Course1

The Ins-and-Out 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.

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  • 12/23/2021
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Letters of Intent in Business Transactions

$79.00

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

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  • 12/23/2021
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Course1

Buying, Selling and Exchanging Partnership and LLC Interests

$79.00

As LLCs have become the default choice of entity for most businesses, sales and exchanges of LLC membership interests are commonplace. Despite the frequency of sales and exchanges, exactly what rights of the seller the buyer succeeds to is often mistaken and these mistakes can lead to dispute and litigation. By default, transferees succeed only to the economic interests of the transferor. They do not succeed to the transferor’s governance rights. If governance rights are part of the underlying bargain, the consent of the LLC’s other members generally must be sought.  This program will provide you with a practical guide to drafting and planning for the sale and exchange of LLC interests. Selling/exchanging LLC and partnership interests and effective alternatives Succession to economic rights of seller v. management and information rights Tax consequences to the entity and buyers/sellers in sales/exchanges of entity interests Disguised sales of LLC/partnership interests – and techniques to avoid adverse tax impact Constructive terminations and their adverse tax consequences Distributions and other alternative to sales and exchanges of LLC/partnership interests   Speaker: C. Ben Huber is a partner in the Denver office of Greenburg Traurig, LLP, where he has a broad transactional practice encompassing mergers and acquisitions, restructurings and reorganizations, corporate finance, capital markets, venture funds, commercial transactions and general corporate law.  He also has substantial experience as counsel to high tech, biotech and software companies in the development, protection and licensing of intellectual property.  His clients include start-up companies, family- and other closely-held businesses, middle market business, Fortune 500 companies, venture funds and institutional investors.  Mr. Huber earned his B.A. from the University of Colorado and his J.D. at the University of Colorado Law School.

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Planning with Single Member LLCs, Part 2

$79.00

Single Member LLCs are among the most flexible vehicles in business and real estate transactions.  Creatures of state law, they are “nothing” for federal income tax purposes.  They can be used to minimize tax and liability with maximum organizational flexibility. They may be used in conjunction with S Corps and general partnerships in business and real estate transactions. But there are also substantial limits and traps.  Among the traps is that their limited liability can be pierced more easily through equitable doctrines to personal liability. There are also many potential tax traps.  This program will provide you with a real-world guide to organizing and using Single Member LLCs in transactions. Day 1: Classification of LLCs for income tax purposes – what does “nothing” mean? Formation and organizational issues – how they differ from multi-member LLCs Relationship to S Corps – as owners, as subsidiaries, as Single Member LLCs themselves Single Member LLCs as charities or as property of charities – and gifting issues Merger and acquisition issues involving Single Member LLCs Series LLCs as an alternative to commonly owned Single Member LLCs   Day 2: Changes in tax classification of Single Member LLCs Single Member LLCs and general partnerships – which may own which? Piercing the veil of a Single Member LLC Compensation issues and traps Use of charging orders against Single Member LLC distributions Use of SMLCCs in real estate transactions, including Like-Kind Exchanges State tax and excise tax overview   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center. Elizabeth Fialkowski Stieff is an attorney in the Baltimore, Maryland office of Venable, LLP, where her practice focuses on corporate advisory matters, including mergers, acquisitions, and joint ventures, as well as tax controversies.  Prior to joining Venable, she was an associate in corporate and securities practice at a national law firm, where she advised clients on a variety of federal and state tax issues.  Before entering private practice, she served as a judicial clerk to Judge L. Paige Marvel of the United States Tax Court.  Ms. Stieff earned her B.A. from John Hopkins University and her J.D. and LL.M. from Georgetown University Law Center.

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  • 12/23/2021
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Course1

Planning with Single Member LLCs, Part 1

$79.00

Single Member LLCs are among the most flexible vehicles in business and real estate transactions.  Creatures of state law, they are “nothing” for federal income tax purposes.  They can be used to minimize tax and liability with maximum organizational flexibility. They may be used in conjunction with S Corps and general partnerships in business and real estate transactions. But there are also substantial limits and traps.  Among the traps is that their limited liability can be pierced more easily through equitable doctrines to personal liability. There are also many potential tax traps.  This program will provide you with a real-world guide to organizing and using Single Member LLCs in transactions. Day 1: Classification of LLCs for income tax purposes – what does “nothing” mean? Formation and organizational issues – how they differ from multi-member LLCs Relationship to S Corps – as owners, as subsidiaries, as Single Member LLCs themselves Single Member LLCs as charities or as property of charities – and gifting issues Merger and acquisition issues involving Single Member LLCs Series LLCs as an alternative to commonly owned Single Member LLCs   Day 2: Changes in tax classification of Single Member LLCs Single Member LLCs and general partnerships – which may own which? Piercing the veil of a Single Member LLC Compensation issues and traps Use of charging orders against Single Member LLC distributions Use of SMLCCs in real estate transactions, including Like-Kind Exchanges State tax and excise tax overview   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center. Elizabeth Fialkowski Stieff is an attorney in the Baltimore, Maryland office of Venable, LLP, where her practice focuses on corporate advisory matters, including mergers, acquisitions, and joint ventures, as well as tax controversies.  Prior to joining Venable, she was an associate in corporate and securities practice at a national law firm, where she advised clients on a variety of federal and state tax issues.  Before entering private practice, she served as a judicial clerk to Judge L. Paige Marvel of the United States Tax Court.  Ms. Stieff earned her B.A. from John Hopkins University and her J.D. and LL.M. from Georgetown University Law Center.

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  • 12/23/2021
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Course1

Revenue Share Agreements in Business

$79.00

Businesses frequently pool resources – capital, intellectual property, talent, other property – to pursue certain commercial opportunities.  In these arrangements, the companies involved agree to share revenue.  The concept is straight-forward but, as whenever finance meets the law, the implementation is more complex. Successful revenue share agreements depend on carefully defining gross revenue, allocable costs, and shareable revenue.  If these and other categories are not carefully planned and drafted, clients risk losing the benefit of their bargain and that loss may result in litigation. This program will provide you with a practical guide to drafting revenue share arrangements in business transactions. How companies use revenue share arrangements in business transactions Counseling clients about the benefits and risks of revenue sharing Defining the “pie” – how references to “gross revenue” can lead drafters astray Allocation of cash and non-cash expenses for purposes of defining sharable revenue Preferential returns of capital contributions before the revenue share   Speaker: Sara Sharp is a partner in the Denver office of SK&S Law Group, where her she has an extensive business and real estate practice.  She represents companies in a variety of industries and stages of development, from early-stage startups to Fortune 500 public companies. She advises clients in commercial transactions, drafting and negotiating enterprise-level agreements, reviewing and negotiating vendor contracts, and in intellectual property matters.  Ms. Sharp received her B.A. from Northeastern State University and her J.D. from the University of Tulsa College of Law.

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  • 12/23/2021
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Course1

Selling to Consumers: Sales, Finance, Warranty & Collection Law, Part 2

$79.00

  There is no larger market than sales of goods to consumers.  Though the opportunities for your clients are vast, selling to consumers is unlike selling to other businesses. Sales to consumers are governed by overlapping layers of regulations covering how those sales are financed, what warranties are implied by law versus expressly made by the seller, and – when need arises – debt collection of defaulted accounts. Failure to understand and comply with these layers of complexity can lead to consumer complaints and regulatory action, litigation and substantial liability. This program will provide you a framework for understanding the law of consumer sales, including financing those sales, express and implied warranties imposed by law, and debt collection from consumers.  Day 1: Essential law governing sales to consumers – sales law, finance, warranties Sales law – how consumer sales differ from commercial sales Consumer finance – securing the sales with collateral and anticipating defaults Role of the Uniform Consumer Credit Code and Reg Z Role of the new federal Consumer Financial Protection Bureau   Day 2: Understanding the role of implied and express warranties in consumer sales under federal law Limiting a seller’s exposure to warranties and otherwise managing risk Overview Fair Debt Collection Practices Act and the Consumer Credit Protection Act Permissible debt collection practices in consumer sales and potential liability Communications with debtors and third parties and required disclosures Best practices to avoid liability for businesses, lawyers, and law firms   Speakers:  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    

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Selling to Consumers: Sales, Finance, Warranty & Collection Law, Part 1

$79.00

There is no larger market than sales of goods to consumers.  Though the opportunities for your clients are vast, selling to consumers is unlike selling to other businesses. Sales to consumers are governed by overlapping layers of regulations covering how those sales are financed, what warranties are implied by law versus expressly made by the seller, and – when need arises – debt collection of defaulted accounts. Failure to understand and comply with these layers of complexity can lead to consumer complaints and regulatory action, litigation and substantial liability. This program will provide you a framework for understanding the law of consumer sales, including financing those sales, express and implied warranties imposed by law, and debt collection from consumers.  Day 1: Essential law governing sales to consumers – sales law, finance, warranties Sales law – how consumer sales differ from commercial sales Consumer finance – securing the sales with collateral and anticipating defaults Role of the Uniform Consumer Credit Code and Reg Z Role of the new federal Consumer Financial Protection Bureau   Day 2: Understanding the role of implied and express warranties in consumer sales under federal law Limiting a seller’s exposure to warranties and otherwise managing risk Overview Fair Debt Collection Practices Act and the Consumer Credit Protection Act Permissible debt collection practices in consumer sales and potential liability Communications with debtors and third parties and required disclosures Best practices to avoid liability for businesses, lawyers, and law firms   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

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  • 12/23/2021
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Joint Ventures Agreements in Business, Part 2

$79.00

  Businesses frequently pool their resources – capital, expertise, marketing, distribution – in joint ventures, leveraging their individual strengths by partnering with companies with complementary strengths. There are many types of JVs – contractual strategic alliances, entity-based ventures, and other hybrid forms – each with its tradeoffs.  JV agreements involve contributions by the parties, allocating management control, access to information, ownership of jointly developed property, dispute resolution, and transfers of interests. This program will provide you with a practical guide to planning and drafting joint ventures.  Day 1: Framework of considerations – formality, capital, tax issues, management control, exits Types of joint ventures – contractual strategic alliances v. shared entities v. hybrids Choice of entity – incorporated entities v. LPs and general partnerships v. LLCs Management, access to information, deadlocks and resolution Day 2: Contributions – capital, marketing and distribution expertise, intangible assets Economics – allocation of profits and losses, and distribution policies Transfers of JV interests – rights of first offer/refusal, restrictions on transfers, dissolution Ownership of jointly developed property – development of intellectual 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.    

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Joint Ventures Agreements in Business, Part 1

$79.00

Businesses frequently pool their resources – capital, expertise, marketing, distribution – in joint ventures, leveraging their individual strengths by partnering with companies with complementary strengths. There are many types of JVs – contractual strategic alliances, entity-based ventures, and other hybrid forms – each with its tradeoffs.  JV agreements involve contributions by the parties, allocating management control, access to information, ownership of jointly developed property, dispute resolution, and transfers of interests. This program will provide you with a practical guide to planning and drafting joint ventures. Day 1: Framework of considerations – formality, capital, tax issues, management control, exits Types of joint ventures – contractual strategic alliances v. shared entities v. hybrids Choice of entity – incorporated entities v. LPs and general partnerships v. LLCs Management, access to information, deadlocks and resolution Day 2:  Contributions – capital, marketing and distribution expertise, intangible assets Economics – allocation of profits and losses, and distribution policies Transfers of JV interests – rights of first offer/refusal, restrictions on transfers, dissolution Ownership of jointly developed property – development of intellectual 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.

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"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.

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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.

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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.

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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.

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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.

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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.

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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.

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Closely Held Company Merger & Acquisitions, Part 2

$79.00

Mergers or buyouts of closely held companies are a complex, multifaceted process.  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 and distributions 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   Speakers: 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. Stephanie Molyneaux is an attorney in the Washington, D.C. office of Venable, LLP, where she assists clients with a wide variety of transactional matters.  Her experience includes mergers and acquisitions, corporate governance, contractual agreements, technology transactions, licensing, and intellectual property transactions.  Ms. Molyneaux received her B.A., with distinction, from American University of Beirut and her J.D., magna cum laude, from the University of Richmond School of Law.

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Closely Held Company Merger & Acquisitions, Part 1

$79.00

  Mergers or buyouts of closely held companies are a complex, multifaceted process.  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 and distributions 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   Speakers: 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.   Stephanie Molyneaux is an attorney in the Washington, D.C. office of Venable, LLP, where she assists clients with a wide variety of transactional matters.  Her experience includes mergers and acquisitions, corporate governance, contractual agreements, technology transactions, licensing, and intellectual property transactions.  Ms. Molyneaux received her B.A., with distinction, from American University of Beirut and her J.D., magna cum laude, from the University of Richmond School of Law.  

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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.

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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:

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Closely Held Stock Options, Restricted Stock, Etc.

$79.00

Equity-based compensation is often essential to recruiting and retaining key employees in closely held companies.  Whether through the use of stock options, restricted stock, appreciation rights or other instruments and techniques, incentive compensation aligns the financial interests of key employees with the entity. Incentive compensation also often has the benefit of not requiring the immediately outlay of cash. Depending on the instruments used, equity-based compensation may also help defer tax recognition.  Compensation in LLCs takes on different forms but functions similarly. This program will provide you with a practical guide to equity-based incentive compensation in closely held companies. C and S Corp incentive compensation v. pass-through entity incentive compensation Eligibility for tax-favored Incentive Stock Options v. non-qualified stock options Use of restricted stock – valuation, vesting, and treatment Appreciation rights in corporate and pass-through entities Common structuring and drafting traps Tax treatment, advantages and disadvantages of incentive compensation   Speaker:

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Director and Officer Liability

$79.00

Statutory and common law impose certain fiduciary duties – of care, diligence, good faith and fair dealing – on directors and managers of corporate entities, managers of LLCs, and, in certain instances, members of LLCs. The corporate and organizational opportunity doctrines also operate to restrict the activity of closely held company stakeholders, preventing misappropriation of certain corporate or LLC opportunities.  In certain instances, the owners of the entity may want to expand, limit, or eliminate these duties.  Depending on the entity involved and the specific duty, the law may allow modification by agreement, but unintended consequences may be substantial. This program will provide you with a practical guide to fiduciary duties in corporations and LLCs, how they may be modified, and the practical consequences.  Fiduciary duties and standards of review – duty of loyalty and duty of care Conflicts of interest and self-dealing issues in closely held corporations Fiduciary duties in LLCs – standards set by contract and by law What duties may be modified or eliminated – and which may not Corporate and organizational opportunity doctrines in closely held companies   Speakers:

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Reps and Warranties in Business Transactions

$79.00

Representations and warranties are a marquee feature of virtually every significant transaction.  Parties often conduct extensive due diligence but want specific assurances about important facts about which only the company would have the best information. These facts – e.g., the absence of liabilities or the presence of certain authorizations – can be few or great in number, and they vary according to the facts of the transaction. They are essential to most transactions. This program will provide you with a real-world guide to the differences between reps and warranties, the types and their remedies, and drafting. Differences between reps and warranties, and their remedies Relationship between diligence and reps and warranties – and what the law says about how one impacts the other Reps and warranties concerning tangible and intangible property – title, taxes, transfer restrictions Provisions covering revenue projections, financial statements, and customer lists Understanding the limits of reps and warranties – what you can ask for, what you can get   Speaker:

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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, the protection of highly confidential business information, and much more. The underlying agreement must carefully create the complex interactions of all of these elements for the client to get the benefit of its bargain.  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:  

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The Law of Consignments: How Selling Goods for Others Works

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In a consignment, the consignor, ships or transfers control of goods to a seller, the consignee, who agrees to market the property to buyers and pay over some portion of the sales proceeds to the consignor. The arrangement involves an intricate set of rights and obligations among the parties. There are also substantial and often overlooked risks, including that the consignee’s creditors may seek to claim a security interest in the consigned property.  If these risks are not properly understood and remedies not carefully considered, the consignor is at risk of loss. This program will provide you to the law of consignments, UCC Article 9 issues and risks, and provide practical tips for drafting consignment agreements. Structure of common consignment transactions Parties, rights and obligations – consignor as creditor, consignee as debtor, creditors Risks of loss to consignor and how it can protect itself against consignee’s creditors Consignor remedies for consignee breach Law of consignments and relationship to secured finance Circumstances when UCC Article 9 does not apply to consignments   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.

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Sophisticated Choice of Entity, Part 2

$79.00

Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.  Day 1: Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights Special considerations for service-based businesses   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property When the first choice wasn’t correct – considerations when an entity needs to convert Impact of recent tax law changes, employment taxes, and SALT considerations Owner and employee fringe benefit considerations   Speaker:

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