Course1

Live Replay: Franchise Agreements: What You Need to Know Before Your Clients Signs, Part 1

$79.00

Franchises often seem to clients like vehicles to assured success, but they are risky ventures.  The task for lawyers advising clients about franchises is to counsel them about setting reasonable expectations and help them understand the practical obligation of franchise agreements.  This is no easy task because these agreements are a complex arrangement of restrictions, fees, operational requirements, intellectual property protections and reporting periods. But understanding how these agreements work – and the range of what’s negotiable and what’s not – is essential to client success.  This program will provide you with a real world guide to the framework of franchise law, practical due diligence of franchise opportunities, and reviewing and negotiating the most important provisions of franchise agreements.   Day 1: Setting and counseling clients about realistic franchise expectations Practical guide to reading/understanding a Franchise Disclosure Document (FDD) Phases of franchise review – due diligence, negotiation of agreement, and lease work Spotting red flags early in the process Framework of franchise law and relationship of federal/FTC regulations to state regulation   Day 2: Major economic and non-economic provisions in franchise agreements Determining what’s truly negotiable – and what’s not Scope of territory – rights within in it and the opportunity to expand Tiers of fees, royalties and marketing expenses Operating standards and covenants – and negotiating for local modification Transfer and exit issues when a franchisee wants out   Speaker: David Gusewelle is an attorney in the Denver office of Drumm Law, LLC, where his practice focuses his practice on franchise and trademark law.  Prior to joining Drumm Law, he worked for law firms in the St. Louis, Missouri area, representing businesses and individuals in a variety of legal fields including litigation, real estate, bankruptcy and corporate law matters. Before entering private practice, he worked in real estate for an international petroleum company.  Mr. Gusewelle earned his B.S.B.A. from the University of Missouri-Columbia and his J.D. from Vanderbilt Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/9/2021
    Presented
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Course1

Live Replay: Franchise Agreements: What You Need to Know Before Your Clients Signs, Part 1

$79.00

Franchises often seem to clients like vehicles to assured success, but they are risky ventures.  The task for lawyers advising clients about franchises is to counsel them about setting reasonable expectations and help them understand the practical obligation of franchise agreements.  This is no easy task because these agreements are a complex arrangement of restrictions, fees, operational requirements, intellectual property protections and reporting periods. But understanding how these agreements work – and the range of what’s negotiable and what’s not – is essential to client success.  This program will provide you with a real world guide to the framework of franchise law, practical due diligence of franchise opportunities, and reviewing and negotiating the most important provisions of franchise agreements.   Day 1: Setting and counseling clients about realistic franchise expectations Practical guide to reading/understanding a Franchise Disclosure Document (FDD) Phases of franchise review – due diligence, negotiation of agreement, and lease work Spotting red flags early in the process Framework of franchise law and relationship of federal/FTC regulations to state regulation   Day 2: Major economic and non-economic provisions in franchise agreements Determining what’s truly negotiable – and what’s not Scope of territory – rights within in it and the opportunity to expand Tiers of fees, royalties and marketing expenses Operating standards and covenants – and negotiating for local modification Transfer and exit issues when a franchisee wants out   Speaker: David Gusewelle is an attorney in the Denver office of Drumm Law, LLC, where his practice focuses his practice on franchise and trademark law.  Prior to joining Drumm Law, he worked for law firms in the St. Louis, Missouri area, representing businesses and individuals in a variety of legal fields including litigation, real estate, bankruptcy and corporate law matters. Before entering private practice, he worked in real estate for an international petroleum company.  Mr. Gusewelle earned his B.S.B.A. from the University of Missouri-Columbia and his J.D. from Vanderbilt Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/9/2021
    Presented
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Course1

Live Replay: Franchise Agreements: What You Need to Know Before Your Clients Signs, Part 2

$79.00

  Franchises often seem to clients like vehicles to assured success, but they are risky ventures.  The task for lawyers advising clients about franchises is to counsel them about setting reasonable expectations and help them understand the practical obligation of franchise agreements.  This is no easy task because these agreements are a complex arrangement of restrictions, fees, operational requirements, intellectual property protections and reporting periods. But understanding how these agreements work – and the range of what’s negotiable and what’s not – is essential to client success.  This program will provide you with a real world guide to the framework of franchise law, practical due diligence of franchise opportunities, and reviewing and negotiating the most important provisions of franchise agreements.   Day 1: Setting and counseling clients about realistic franchise expectations Practical guide to reading/understanding a Franchise Disclosure Document (FDD) Phases of franchise review – due diligence, negotiation of agreement, and lease work Spotting red flags early in the process Framework of franchise law and relationship of federal/FTC regulations to state regulation   Day 2: Major economic and non-economic provisions in franchise agreements Determining what’s truly negotiable – and what’s not Scope of territory – rights within in it and the opportunity to expand Tiers of fees, royalties and marketing expenses Operating standards and covenants – and negotiating for local modification Transfer and exit issues when a franchisee wants out   Speaker: David Gusewelle is an attorney in the Denver office of Drumm Law, LLC, where his practice focuses his practice on franchise and trademark law.  Prior to joining Drumm Law, he worked for law firms in the St. Louis, Missouri area, representing businesses and individuals in a variety of legal fields including litigation, real estate, bankruptcy and corporate law matters. Before entering private practice, he worked in real estate for an international petroleum company.  Mr. Gusewelle earned his B.S.B.A. from the University of Missouri-Columbia and his J.D. from Vanderbilt Law School.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/10/2021
    Presented
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Course1

Live Replay: Franchise Agreements: What You Need to Know Before Your Clients Signs, Part 2

$79.00

  Franchises often seem to clients like vehicles to assured success, but they are risky ventures.  The task for lawyers advising clients about franchises is to counsel them about setting reasonable expectations and help them understand the practical obligation of franchise agreements.  This is no easy task because these agreements are a complex arrangement of restrictions, fees, operational requirements, intellectual property protections and reporting periods. But understanding how these agreements work – and the range of what’s negotiable and what’s not – is essential to client success.  This program will provide you with a real world guide to the framework of franchise law, practical due diligence of franchise opportunities, and reviewing and negotiating the most important provisions of franchise agreements.   Day 1: Setting and counseling clients about realistic franchise expectations Practical guide to reading/understanding a Franchise Disclosure Document (FDD) Phases of franchise review – due diligence, negotiation of agreement, and lease work Spotting red flags early in the process Framework of franchise law and relationship of federal/FTC regulations to state regulation   Day 2: Major economic and non-economic provisions in franchise agreements Determining what’s truly negotiable – and what’s not Scope of territory – rights within in it and the opportunity to expand Tiers of fees, royalties and marketing expenses Operating standards and covenants – and negotiating for local modification Transfer and exit issues when a franchisee wants out   Speaker: David Gusewelle is an attorney in the Denver office of Drumm Law, LLC, where his practice focuses his practice on franchise and trademark law.  Prior to joining Drumm Law, he worked for law firms in the St. Louis, Missouri area, representing businesses and individuals in a variety of legal fields including litigation, real estate, bankruptcy and corporate law matters. Before entering private practice, he worked in real estate for an international petroleum company.  Mr. Gusewelle earned his B.S.B.A. from the University of Missouri-Columbia and his J.D. from Vanderbilt Law School.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/10/2021
    Presented
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Course1

Drafting Escrow Agreements in Business & Commercial Transactions

$79.00

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

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/21/2023
    Avail. Until
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Course1

MAC Clauses in Business Transactions

$79.00

Material Adverse Change (MAC) clauses are common in most businesstransactions. These clauses allocate among the parties the risk of a MAC occurring between the execution of transactional documents and closing the underlying transaction.  Sellers want certainty that a sale or other transaction will close and argue that the MAC clause should be very narrowly drafted. Buyers want maximum flexibility and will argue that anything that makes the transaction unattractive should constitute a MAC.  Between those two opposing views are a host of narrow and technical but important details that need to be negotiated, details which will determine whether the transaction is successfully closed, efficiently and cost-effectively terminated, or devolves into dispute and litigation. This program will provide you with a practical guide using and drafting MAC clauses in transactions.   Drafting “Material Adverse Change” provisions and carve-outs Forms of MACs – closing conditions or representations? Practical process of “proving” a MAC occurred, including burden of proof What happens to the transaction if a MAC occurred? Spotting red flags when drafting MAC clauses and best practices to reduce the risk   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  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
  • 5/5/2023
    Avail. Until
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Course1

Drafting Indemnity Agreements in Business and Commercial Transactions

$79.00

  Indemnity agreements are central to the risk allocation and limitation of liability system built into most transactionalarrangements. The indemnitor agrees to indemnify the indemnitee on the occurrence of certain events. The scope of liability in these agreements is very carefully defined, often including actual costs but excluding consequential damages or any damages arising from third-party claims. All of the pieces of the indemnity puzzle – scope, measure of damages, exclusions and procedures for cost recovery – must be very carefully considered, negotiated and drafted. This program will provide you with a practical guide to drafting key provisions of indemnity agreements in transactional agreements.    Scope of indemnity – indemnity v. hold harmless, damages v. liabilities, direct v. third-party claims Types of losses subject to indemnity – breaches of reps and warranties, covenants, losses, specific circumstances Determining recoverable damages and costs, including attorneys’ fees Implied or equitable indemnity – and use of disclaimers to limit liability Difference between the duty to defend v. indemnification  Procedure for claiming and obtaining indemnification reimbursements   Speakers: Joel R. Buckberg is a shareholder in the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. and chair of the firm’s commercial transactions and business consulting group. He has more than 45 years’ experience structuring and drafting commercial, corporate and business transactions.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.  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. William J. Kelly, III is a founding member of Kelly Law Partners, LLC, and has more than 30 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  Mr. Kelly earned his B.A. from Tulane University and his J.D. from St. Louis University School of Law.    

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/30/2023
    Avail. Until
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Course1

Due Diligence in Business Transactions

$79.00

Due diligence, often guided by lawyers, is essential to the success of major business transactions and poorly planned or conducted diligence can contribute to a buyer not getting the benefit of its bargain.  Diligence helps confirm essential assumptions about the value of a transaction and aids the discovery of unknown liabilities. There’s also a subtle relationship between the content of diligence and the time allowed to conduct it.  In more robust market environments, sellers have the upper hand and can limit diligence, making the process about time allocation and risk management. This program will provide you with a practical guide to planning the diligence process, understanding the most important areas of inquiry depending on the type of transaction, and review checklists.   What to diligence, utilizing experts, and managing the process and time Impact of market environment on the length and scope of diligence Checklists – what information do you need to get, from whom, and on what timeline? Hard assets v. soft assets – how to diligence the validity and title to each Contracts with suppliers and customers – ensuring stability and visibility of revenue Financial records and statements – what should attorneys look for?   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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/2/2023
    Avail. Until
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Course1

Live Replay: Franchise Agreements: What You Need to Know Before Your Clients Signs, Part 2

$79.00

  Franchises often seem to clients like vehicles to assured success, but they are risky ventures.  The task for lawyers advising clients about franchises is to counsel them about setting reasonable expectations and help them understand the practical obligation of franchise agreements.  This is no easy task because these agreements are a complex arrangement of restrictions, fees, operational requirements, intellectual property protections and reporting periods. But understanding how these agreements work – and the range of what’s negotiable and what’s not – is essential to client success.  This program will provide you with a real world guide to the framework of franchise law, practical due diligence of franchise opportunities, and reviewing and negotiating the most important provisions of franchise agreements.   Day 1: Setting and counseling clients about realistic franchise expectations Practical guide to reading/understanding a Franchise Disclosure Document (FDD) Phases of franchise review – due diligence, negotiation of agreement, and lease work Spotting red flags early in the process Framework of franchise law and relationship of federal/FTC regulations to state regulation   Day 2: Major economic and non-economic provisions in franchise agreements Determining what’s truly negotiable – and what’s not Scope of territory – rights within in it and the opportunity to expand Tiers of fees, royalties and marketing expenses Operating standards and covenants – and negotiating for local modification Transfer and exit issues when a franchisee wants out   Speaker: David Gusewelle is an attorney in the Denver office of Drumm Law, LLC, where his practice focuses his practice on franchise and trademark law.  Prior to joining Drumm Law, he worked for law firms in the St. Louis, Missouri area, representing businesses and individuals in a variety of legal fields including litigation, real estate, bankruptcy and corporate law matters. Before entering private practice, he worked in real estate for an international petroleum company.  Mr. Gusewelle earned his B.S.B.A. from the University of Missouri-Columbia and his J.D. from Vanderbilt Law School.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 3/18/2023
    Avail. Until
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Course1

Franchise Agreements: What You Need to Know Before Your Clients Signs, Part 1

$79.00

Franchises often seem to clients like vehicles to assured success, but they are risky ventures.  The task for lawyers advising clients about franchises is to counsel them about setting reasonable expectations and help them understand the practical obligation of franchise agreements.  This is no easy task because these agreements are a complex arrangement of restrictions, fees, operational requirements, intellectual property protections and reporting periods. But understanding how these agreements work – and the range of what’s negotiable and what’s not – is essential to client success.  This program will provide you with a real world guide to the framework of franchise law, practical due diligence of franchise opportunities, and reviewing and negotiating the most important provisions of franchise agreements.   Day 1: Setting and counseling clients about realistic franchise expectations Practical guide to reading/understanding a Franchise Disclosure Document (FDD) Phases of franchise review – due diligence, negotiation of agreement, and lease work Spotting red flags early in the process Framework of franchise law and relationship of federal/FTC regulations to state regulation   Day 2: Major economic and non-economic provisions in franchise agreements Determining what’s truly negotiable – and what’s not Scope of territory – rights within in it and the opportunity to expand Tiers of fees, royalties and marketing expenses Operating standards and covenants – and negotiating for local modification Transfer and exit issues when a franchisee wants out   Speaker: David Gusewelle is an attorney in the Denver office of Drumm Law, LLC, where his practice focuses his practice on franchise and trademark law.  Prior to joining Drumm Law, he worked for law firms in the St. Louis, Missouri area, representing businesses and individuals in a variety of legal fields including litigation, real estate, bankruptcy and corporate law matters. Before entering private practice, he worked in real estate for an international petroleum company.  Mr. Gusewelle earned his B.S.B.A. from the University of Missouri-Columbia and his J.D. from Vanderbilt Law School.

  • MP3 Download
    Format
  • 60
    Minutes
  • 3/17/2023
    Avail. Until
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Course1

2021 Uniform Commercial Code/Commercial Law Update

$79.00

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

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/7/2023
    Avail. Until
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Course1

Incentive Compensation in Businesses, Part 1

$79.00

Companies of every type including incentivize compensation features in employee compensation packages. The range of incentive compensation tools and techniques available to these companies depends on the type of entity involved.  Corporate entities have stock options, restricted stock and other forms of profit or capital appreciation rights.  LLCs are even more flexible and can award a variety of forms of profit or capital rights.  These alternatives, together with voting and vesting restrictions, provide companies alternatives for virtually every circumstance.  But each alternative comes with tradeoffs – practical, tax and financial. This program will provide you with a real world guide to the incentive compensation alternatives in business entities.   Day 1: Framework of incentive compensation alternatives for corporate v. pass-through entity Advantages and drawbacks of stock options, restricted stock, and profit participation rights How IRC Section 83 impacts corporate stock options, the award of restricted stock and other rights Use of vesting to impact the tax consequences of incentive compensation Special incentive compensation issues in S Corps   Day 2: Use of profit interests and capital interest in LLCs, partnerships Exchanging incentive compensation for services Incentive compensation in single member LLCs Impact of IRC Section 409A and deferred compensation Employment tax considerations   Speaker: Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/3/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: 2021 Uniform Commercial Code/Commercial Law Update

$79.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/2/2021
    Presented
SEE MORE
Course1

LIVE REPLAY: 2021 Uniform Commercial Code/Commercial Law Update

$79.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/2/2021
    Presented
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Course1

Incentive Compensation in Businesses, Part 1

$79.00

Companies of every type including incentivize compensation features in employee compensation packages. The range of incentive compensation tools and techniques available to these companies depends on the type of entity involved.  Corporate entities have stock options, restricted stock and other forms of profit or capital appreciation rights.  LLCs are even more flexible and can award a variety of forms of profit or capital rights.  These alternatives, together with voting and vesting restrictions, provide companies alternatives for virtually every circumstance.  But each alternative comes with tradeoffs – practical, tax and financial. This program will provide you with a real world guide to the incentive compensation alternatives in business entities.   Day 1: Framework of incentive compensation alternatives for corporate v. pass-through entity Advantages and drawbacks of stock options, restricted stock, and profit participation rights How IRC Section 83 impacts corporate stock options, the award of restricted stock and other rights Use of vesting to impact the tax consequences of incentive compensation Special incentive compensation issues in S Corps   Day 2: Use of profit interests and capital interest in LLCs, partnerships Exchanging incentive compensation for services Incentive compensation in single member LLCs Impact of IRC Section 409A and deferred compensation Employment tax considerations   Speaker: Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/3/2021
    Presented
SEE MORE
Course1

Incentive Compensation in Businesses, Part 2

$79.00

  Companies of every type including incentivize compensation features in employee compensation packages. The range of incentive compensation tools and techniques available to these companies depends on the type of entity involved.  Corporate entities have stock options, restricted stock and other forms of profit or capital appreciation rights.  LLCs are even more flexible and can award a variety of forms of profit or capital rights.  These alternatives, together with voting and vesting restrictions, provide companies alternatives for virtually every circumstance.  But each alternative comes with tradeoffs – practical, tax and financial. This program will provide you with a real world guide to the incentive compensation alternatives in business entities.   Day 1: Framework of incentive compensation alternatives for corporate v. pass-through entity Advantages and drawbacks of stock options, restricted stock, and profit participation rights How IRC Section 83 impacts corporate stock options, the award of restricted stock and other rights Use of vesting to impact the tax consequences of incentive compensation Special incentive compensation issues in S Corps   Day 2: Use of profit interests and capital interest in LLCs, partnerships Exchanging incentive compensation for services Incentive compensation in single member LLCs Impact of IRC Section 409A and deferred compensation Employment tax considerations   Speaker: Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.    

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/4/2021
    Presented
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Course1

Incentive Compensation in Businesses, Part 2

$79.00

  Companies of every type including incentivize compensation features in employee compensation packages. The range of incentive compensation tools and techniques available to these companies depends on the type of entity involved.  Corporate entities have stock options, restricted stock and other forms of profit or capital appreciation rights.  LLCs are even more flexible and can award a variety of forms of profit or capital rights.  These alternatives, together with voting and vesting restrictions, provide companies alternatives for virtually every circumstance.  But each alternative comes with tradeoffs – practical, tax and financial. This program will provide you with a real world guide to the incentive compensation alternatives in business entities.   Day 1: Framework of incentive compensation alternatives for corporate v. pass-through entity Advantages and drawbacks of stock options, restricted stock, and profit participation rights How IRC Section 83 impacts corporate stock options, the award of restricted stock and other rights Use of vesting to impact the tax consequences of incentive compensation Special incentive compensation issues in S Corps   Day 2: Use of profit interests and capital interest in LLCs, partnerships Exchanging incentive compensation for services Incentive compensation in single member LLCs Impact of IRC Section 409A and deferred compensation Employment tax considerations   Speaker: Norman Lencz is a partner in the Baltimore, Maryland office of Venable, LLP, where his practice focuses on a broad range of federal, state, local and international tax matters.  He advises clients on tax issues relating to corporations, partnerships, LLCs, joint ventures and real estate transactions.  He also has extensive experience with compensation planning in closely held businesses.  Mr. Lencz earned his B.S. from the University of Maryland and his J.D. from Columbia University School of Law.    

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/4/2021
    Presented
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Course1

Getting to Market: Sales and Distribution Agreements

$79.00

A product is only as successful as its distribution, only as profitable as it reaches the widest market possible.  Most suppliers of goods rely on distributors to reach the market. Distributor agreements can come in a multitude of types, including wholesale and retail distribution agreements. These agreements encompass a series of intricately interrelated provisions about the scope of products, the scope of the territory involved, exclusivity, pricing control, support in the form of marketing and training, supply guarantees, and much more.  Success for both the supplier and the distributor depends on a thoughtfully planned and drafted agreement.  This program will provide you with a practical guide to drafting the most essential provisions of distributor agreements.   Understanding distributor and supplier objectives – and how they can be harmonized Legal framework of distributor agreements Products covered and how they are defined and altered over time Exclusivity – territory and products Support – training, advertising, promotion Supply guarantees, timeliness of performance Pricing – who controls and antitrust considerations   Speaker: Joel R. Buckberg is a partner in Nashville office of Baker Donelson, P.C. and vice chair of the firm’s corporate group. He has more than 40 years’ experience in corporate and business transactions.  His practice focuses on corporate and asset transactions and operations, particularly in hospitality, franchising and distribution.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.  Mr. Buckberg received his B.S. from Union College, his M.B.A. from Vanderbilt University, and his J.D. from Vanderbilt University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/17/2021
    Presented
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Course1

Getting to Market: Sales and Distribution Agreements

$79.00

A product is only as successful as its distribution, only as profitable as it reaches the widest market possible.  Most suppliers of goods rely on distributors to reach the market. Distributor agreements can come in a multitude of types, including wholesale and retail distribution agreements. These agreements encompass a series of intricately interrelated provisions about the scope of products, the scope of the territory involved, exclusivity, pricing control, support in the form of marketing and training, supply guarantees, and much more.  Success for both the supplier and the distributor depends on a thoughtfully planned and drafted agreement.  This program will provide you with a practical guide to drafting the most essential provisions of distributor agreements.   Understanding distributor and supplier objectives – and how they can be harmonized Legal framework of distributor agreements Products covered and how they are defined and altered over time Exclusivity – territory and products Support – training, advertising, promotion Supply guarantees, timeliness of performance Pricing – who controls and antitrust considerations   Speaker: Joel R. Buckberg is a partner in Nashville office of Baker Donelson, P.C. and vice chair of the firm’s corporate group. He has more than 40 years’ experience in corporate and business transactions.  His practice focuses on corporate and asset transactions and operations, particularly in hospitality, franchising and distribution.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.  Mr. Buckberg received his B.S. from Union College, his M.B.A. from Vanderbilt University, and his J.D. from Vanderbilt University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/17/2021
    Presented
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Course1

Assuming Liabilities/Debt in Transactions: Tricks and Traps

$79.00

This program will provide you a practical guide to drafting for the assumption and limitation of liabilities in business and commercial transactions.  The program will cover the mechanics of assuming debt in a transaction, how it is identified, terms negotiated and documented. The program will discuss the related issue of how “bad conduct” carve-outs in indemnification and other limitation of liability provisions can defeat limitations on liability if the carve-outs are not carefully drafted.  Successor liability in business transactions and techniques to mitigate its risk will be covered. This program will provide a real-world guide to handling debt and liabilities in transactions.   Identifying and documenting the assumption of liabilities Successor liability and techniques to mitigate the risk “Bad conduct” carve-outs in indemnification and limitation of liability Risks of carve-out language being over-expansive and defeating liability protection Mistakes in the treatment of liabilities in transactions   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/24/2021
    Presented
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Course1

Assuming Liabilities/Debt in Transactions: Tricks and Traps

$79.00

This program will provide you a practical guide to drafting for the assumption and limitation of liabilities in business and commercial transactions.  The program will cover the mechanics of assuming debt in a transaction, how it is identified, terms negotiated and documented. The program will discuss the related issue of how “bad conduct” carve-outs in indemnification and other limitation of liability provisions can defeat limitations on liability if the carve-outs are not carefully drafted.  Successor liability in business transactions and techniques to mitigate its risk will be covered. This program will provide a real-world guide to handling debt and liabilities in transactions.   Identifying and documenting the assumption of liabilities Successor liability and techniques to mitigate the risk “Bad conduct” carve-outs in indemnification and limitation of liability Risks of carve-out language being over-expansive and defeating liability protection Mistakes in the treatment of liabilities in transactions   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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/24/2021
    Presented
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Course1

LIVE REPLAY: MAC Clauses in Business Transactions

$79.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 9/10/2021
    Presented
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Course1

LIVE REPLAY: MAC Clauses in Business Transactions

$79.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/10/2021
    Presented
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Course1

LIVE REPLAY: Drafting Indemnity Agreements in Business and Commercial Transactions

$79.00

Indemnity agreements are central to the risk allocation and limitation of liability system built into most transactionalarrangements. The indemnitor agrees to indemnify the indemnitee on the occurrence of certain events. The scope of liability in these agreements is very carefully defined, often including actual costs but excluding consequential damages or any damages arising from third-party claims. All of the pieces of the indemnity puzzle – scope, measure of damages, exclusions and procedures for cost recovery – must be very carefully considered, negotiated and drafted. This program will provide you with a practical guide to drafting key provisions of indemnity agreements in transactional agreements.    Scope of indemnity – indemnity v. hold harmless, damages v. liabilities, direct v. third-party claims Types of losses subject to indemnity – breaches of reps and warranties, covenants, losses, specific circumstances Determining recoverable damages and costs, including attorneys’ fees Implied or equitable indemnity – and use of disclaimers to limit liability Difference between the duty to defend v. indemnification  Procedure for claiming and obtaining indemnification reimbursements   Speakers: Joel R. Buckberg is a shareholder in the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. and chair of the firm’s commercial transactions and business consulting group. He has more than 45 years’ experience structuring and drafting commercial, corporate and business transactions.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.  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. William J. Kelly, III is a founding member of Kelly Law Partners, LLC, and has more than 30 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  Mr. Kelly earned his B.A. from Tulane University and his J.D. from St. Louis University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 9/20/2021
    Presented
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Course1

LIVE REPLAY: Drafting Indemnity Agreements in Business and Commercial Transactions

$79.00

Indemnity agreements are central to the risk allocation and limitation of liability system built into most transactionalarrangements. The indemnitor agrees to indemnify the indemnitee on the occurrence of certain events. The scope of liability in these agreements is very carefully defined, often including actual costs but excluding consequential damages or any damages arising from third-party claims. All of the pieces of the indemnity puzzle – scope, measure of damages, exclusions and procedures for cost recovery – must be very carefully considered, negotiated and drafted. This program will provide you with a practical guide to drafting key provisions of indemnity agreements in transactional agreements.    Scope of indemnity – indemnity v. hold harmless, damages v. liabilities, direct v. third-party claims Types of losses subject to indemnity – breaches of reps and warranties, covenants, losses, specific circumstances Determining recoverable damages and costs, including attorneys’ fees Implied or equitable indemnity – and use of disclaimers to limit liability Difference between the duty to defend v. indemnification  Procedure for claiming and obtaining indemnification reimbursements   Speakers: Joel R. Buckberg is a shareholder in the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. and chair of the firm’s commercial transactions and business consulting group. He has more than 45 years’ experience structuring and drafting commercial, corporate and business transactions.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.  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. William J. Kelly, III is a founding member of Kelly Law Partners, LLC, and has more than 30 years’ experience in the areas of employment and commercial litigation.  In the area of employment law, he litigates trade secret, non-compete, infringement and discrimination claims in federal and state courts nationwide and has advised Fortune 50 companies on workplace policies and practices.  In the area of commercial litigation, his experience includes class action litigation, breach of contract and indemnity, mass-claim complex insurance litigation, construction litigation and trade secrets.  Earlier in career, he founded 15 Minutes Music, an independent music production company.  Mr. Kelly earned his B.A. from Tulane University and his J.D. from St. Louis University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/20/2021
    Presented
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Course1

LIVE REPLAY: Drafting Sales Agreements: UCC Issues and More

$79.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/24/2021
    Presented
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Course1

LIVE REPLAY: Drafting Sales Agreements: UCC Issues and More

$79.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/24/2021
    Presented
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Course1

Secured Transactions Practice: Security Agreements to Foreclosures, Part 2

$79.00

Secured transactions are the most common form of commercial transaction and help finance businesses of every size.  They are governed by the complex provisions of UCC Article 9. Getting every detail in financing statements, security agreements, and perfection of credits is essential. Agreements can be costly and time consuming to draft, and full of risk. Failure to comply with UCC Article 9 in drafting security agreements, perfecting a creditor’s interest, or foreclosing a lien can easily cause the value of the underlying transaction to be lost.  This program will provide you with a real-world guide UCC Article 9 practice.   Day 1: Lifecycle of UCC Article 9 secured transactions Drafting cost-effective and enforceable security agreements What to do when something about the debtor changes – e.g., name, location, ownership Accounts receivable, inventory, equipment, intellectual property Anti-assignment provisions regarding collateral Enhancing enforceability of security agreements and reduce risks in foreclosure   Day 2: Framework for the foreclosure of personal property under UCC Article 9 Foreclosing on equipment, inventory, intellectual property, and accounts receivable Duties of junior creditors to senior creditors on foreclosure Rights to proceeds of foreclosure sales and reducing foreclosure costs Rights of guarantors Debtor remedies in the event of a secured party default Cost-efficient alternatives to foreclosures and circumstances when these alternatives are available   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
  • 11/25/2022
    Avail. Until
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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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 11/19/2022
    Avail. Until
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Course1

LLC/Partnerships Interests: Collateral, Pledges, and Security Interests

$79.00

LLC members, partners and S Corp shareholders frequently pledge their ownership stakes as collateral to fund their businesses or for personal purposes. Taking and perfecting a security interest in an ownership stake involves a complex set of choices and processes under UCC Article 9 and Article 8, federal securities law and organizational law, each implying risk and limitations on the secured party.  This program will provide you with a practical guide to taking and perfecting a security interest in a partnership, LLC or S Corp ownership stake, the practical remedies and choices available to secured parties on foreclosure, how to circumvent certain restrictions, and the impact of non-UCC law on taking a security interest. How to take a security interest in partnership, LLC or S Corp ownership stake Relationship of Article 9 and Article 8, defining security interests in securities and investment properties Methods and mistakes in perfecting the security interest Restrictions on assignment and methods to circumvent Rights of secured parties, including the right buy, and foreclose strategies and traps Securities law and non-UCC legal issues   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
  • 10/24/2022
    Avail. Until
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