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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
  • 9/25/2023
    Presented
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Ethics, Disqualification and Sanctions in Litigation

$79.00

Disqualification standards have their roots in conflicts of interests. When an attorney has a conflict that rises to a certain level, he or she is disqualified from representing a certain party in litigation. Though ethics rules substantially overlap with disqualification standards, those standards do not follow traditional conflicts analysis in every detail.  Indeed, the relationship between conflicts of interest (and related confidentiality concerns) and disqualification is highly nuanced, varying depending on facts of each case.  There are also substantial issues in the context of joint representations, including whether the disqualification of one attorney necessarily disqualifies co-counsel.  This program will provide you with a practical guide to attorney ethics rules and their relationship to disqualification in litigation.   Attorney ethics, conflicts of interest, and disqualification standards How ethics rules and disqualification standards overlap and vary from each other Ethics standards and tests for obtaining – or defending against disqualification Joint representations and disqualification – if co-counsel is disqualified, are you? Screening for conflicts of interest and the risk of imputation of conflicts/disqualification to other attorneys Ethical sanctions and their relationship to disqualification   Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 9/26/2023
    Presented
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Trust and Estate Planning for Collectibles, Art & Other Unusual Assets

$79.00

Art, collectibles, cars, jewelry and other unique assets, perhaps handed down for generations in a family, may form a large share a client’s estate.  Unlike more traditional assets, these non-traditional assets pose special challenges for planners.  There are issues of valuation – how do you value a painting, even by a well-known artist? – and liquidity.  Though very valuable, these objects do not have liquid markets.  There are also many issues surrounding the lifetime or post-mortem transfer of control of these assets, tax issues, and, in some instances, intellectual property issues.  These and many other issues can be fascinating but also frustrating. This program will provide you with a practical guide to trust and estate planning for art, collectibles, jewelry, and other unique assets.    Trust and estate planning issues for art, collectibles, jewelry, cars, and other unique assets The problem of valuing unique objects Liquidity and paying taxes and expenses for objects with great value but small markets Irrevocable trust planning for art and collectibles Lifetime and post-mortem charitable giving during the donor’s lifetime Succession planning for unique objects Issues related to fractional ownership interests Art executors and special powers of attorney Estate administration issues   Speakers: Jeremiah W. Doyle, IV is senior vice president in the Boston office of BNY Mellon Wealth Management, where he provides integrated wealth management advice to high net worth individuals on holding, managing and transferring wealth in a tax-efficient manner.  He is the editor and co-author of “Preparing Fiduciary Income Tax Returns,” a contributing author of Preparing Estate Tax Returns, and a contributing author of “Understanding and Using Trusts,” all published by Massachusetts Continuing Legal Education.   Blanche Lark Christerson is a managing director at Deutsche Bank Wealth Management in New York City, where she works with clients and their advisors to help develop estate, gift, tax, and wealth transfer planning strategies.  Earlier in her career she was a vice president in the estate planning department of U.S. Trust Company.  She also practiced law with Weil, Gotshal & Manges in New York City.  Ms. Christerson is the author of the monthly newsletter “Tax Topics."  

  • Teleseminar
    Format
  • 60
    Minutes
  • 9/27/2023
    Presented
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"Founding Documents": Drafting Articles of Incorporation & Bylaws, Part 1

$79.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 9/28/2023
    Presented
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"Founding Documents": Drafting Articles of Incorporation & Bylaws, Part 2

$79.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 9/29/2023
    Presented
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LIVE REPLAY: The Law of Background Checks: What Clients May/May Not ‘Check

$79.00

Background checks are an exercise in risk management in hiring. Employers want to align an applicant’s skills with a job profile, reducing the likelihood the hire will not work out or, worse yet, cause the employer liability. This typically means that the employer wants as much information as possible on job candidates. But background checks themselves are fraught with potential liability. There are many categories of questions that employers may not ask applicants; and if they do ask these questions, they open themselves to liability.This program will provide you with a real-world guide to what is allowed and what isnot allowed in background checks, and best practices for using that information and avoiding liability.   Framework of laws impacting background checks, including the Fair Credit Reporting Act What an employ may/may not ask – criminal arrest history, marital status, age, credit history, and other bases Social media background checks Liability for improper/discriminatory use of background checks Counseling clients about best practices in conducting/using background checks   Speaker: Felicia Davis is an attorney in the Los Angeles office of Paul Hastings, LLP where she represents employers in all aspects of labor and employment law, including discrimination, retaliation, harassment, religious accommodation and wage and hour issues, in both single-plaintiff and class-action matters. She has also represented clients in disability access litigation under Title III. She has served as lead attorney on single and multi-plaintiff matters, successfully defending lawsuits alleging discrimination, retaliation, and wrongful discharge as well as collective bargaining agreement violations. She is a member of the ABA Labor and Employment Law Committee on Technology in the Practice and Workplace (Planning Committee). Ms. Davis received her B.A., cum laude, from Claremont McKenna College and her J.D. from the University of California at Los Angeles.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/2/2023
    Presented
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Tax Planning for Real Estate, Part 1

$79.00

Tax issues in major real estate transactions – property development, long-term ownership, build-and-sell, like-kind exchanges – often drive the structures of these deals. If not properly considered, tax issues can also have a major adverse impact on the underlying economics of a deal.  The structure of a transaction can impact the timing and amount of gain, the treatment of losses (often very valuable to participants), and even the tax rate.  At every stage of a transaction, tax plays an important role.  This program will provide you with a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning, and advanced like-kind exchange issues.   Day 1: Choice of entity considerations – contributions, distributions, and eventual sales Acquiring property in a form to minimize taxes later Understanding allocation and distribution provisions – layered allocations, target/forced allocations, built-in-gain (or loss) allocations Understanding and drafting for continuing ownership, including capital shifts and other shifts in ownership Deductions arising from non-recourse debt and minimum gain chargebacks   Day 2: Advanced Like-Kind techniques for deferring gain on the disposition of property Techniques for using partnerships – mixing bowl partnerships, freeze partnerships, leveraged acquisition partnerships Installment sales and cross-purchase/redemption agreements Capital gain tax planning and the 3.8% tax on net investment income   Speakers: Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section.  He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements). Saba Ashraf is a partner in the Philadelphia office of Ballard Spahr, LLP and co-practice leader of the firm’s tax group. She advises clients worldwide on corporate and partnership taxation matters and has managed the tax aspects of a wide range of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. She handles the tax-related issues involved in mergers and acquisitions, joint ventures,  debt restructurings and loan workouts, and the tax aspects of REITs and investments in real estate.  She is past chair of the ABA Business Law Section’s Tax Committee.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/3/2023
    Presented
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Course1

Tax Planning for Real Estate, Part 2

$79.00

Tax issues in major real estate transactions – property development, long-term ownership, build-and-sell, like-kind exchanges – often drive the structures of these deals. If not properly considered, tax issues can also have a major adverse impact on the underlying economics of a deal.  The structure of a transaction can impact the timing and amount of gain, the treatment of losses (often very valuable to participants), and even the tax rate.  At every stage of a transaction, tax plays an important role.  This program will provide you with a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning, and advanced like-kind exchange issues.   Day 1: Choice of entity considerations – contributions, distributions, and eventual sales Acquiring property in a form to minimize taxes later Understanding allocation and distribution provisions – layered allocations, target/forced allocations, built-in-gain (or loss) allocations Understanding and drafting for continuing ownership, including capital shifts and other shifts in ownership Deductions arising from non-recourse debt and minimum gain chargebacks   Day 2: Advanced Like-Kind techniques for deferring gain on the disposition of property Techniques for using partnerships – mixing bowl partnerships, freeze partnerships, leveraged acquisition partnerships Installment sales and cross-purchase/redemption agreements Capital gain tax planning and the 3.8% tax on net investment income   Speakers: Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section.  He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements). Saba Ashraf is a partner in the Philadelphia office of Ballard Spahr, LLP and co-practice leader of the firm’s tax group. She advises clients worldwide on corporate and partnership taxation matters and has managed the tax aspects of a wide range of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. She handles the tax-related issues involved in mergers and acquisitions, joint ventures,  debt restructurings and loan workouts, and the tax aspects of REITs and investments in real estate.  She is past chair of the ABA Business Law Section’s Tax Committee.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/4/2023
    Presented
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LIVE REPLAY: Exit Strategies: Selling Companies to Employees, Part 1

$79.00

Many closely held companies have only two potential sets of buyers – family members of the founding generation or managers and other employees of the enterprise. The market of third-party buyers for closely held companies can be very thin, so that when family members are not suitable buyers of a company, often the best solution is to sell to employees. But sales to employees are unlike sales to third-parties or family members, involving complex issues of how to finance the sale, transition management and control of the enterprise, retain key employees, and tax treatment. This program will provide you with a detailed discussion of the major issues of selling to employees, including valuation, how the sale price is financed, transition periods, retaining employees not in the buyout group, and tax treatment. Day 1: Long-range planning of sales to employees – and benefits over selling to third parties or family members Negotiating with employees over sales price and valuation issues Transitions of management control, including retaining seller/founder for a period of time Practical governance issues when employees are identified as potential buyers Day 2: Overview of alternative structures and the tradeoffs of each ESOPs – structural, practical and tax issues, including leveraged buyout options Use of company redemptions of founders to accomplish a transfer Crucial issues in drafting “earnouts” on sales to employees Seller financing options, including long-term notes and security interest in assets 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 law practice of law, 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/5/2023
    Presented
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LIVE REPLAY: Exit Strategies: Selling Companies to Employees, Part 2

$79.00

Many closely held companies have only two potential sets of buyers – family members of the founding generation or managers and other employees of the enterprise. The market of third-party buyers for closely held companies can be very thin, so that when family members are not suitable buyers of a company, often the best solution is to sell to employees. But sales to employees are unlike sales to third-parties or family members, involving complex issues of how to finance the sale, transition management and control of the enterprise, retain key employees, and tax treatment. This program will provide you with a detailed discussion of the major issues of selling to employees, including valuation, how the sale price is financed, transition periods, retaining employees not in the buyout group, and tax treatment. Day 1: Long-range planning of sales to employees – and benefits over selling to third parties or family members Negotiating with employees over sales price and valuation issues Transitions of management control, including retaining seller/founder for a period of time Practical governance issues when employees are identified as potential buyers Day 2: Overview of alternative structures and the tradeoffs of each ESOPs – structural, practical and tax issues, including leveraged buyout options Use of company redemptions of founders to accomplish a transfer Crucial issues in drafting “earnouts” on sales to employees Seller financing options, including long-term notes and security interest in assets 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 law practice of law, 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/6/2023
    Presented
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Asset Protection Techniques for Real Estate

$79.00

Appreciated real estate is often the most valuable asset held by a client.  Real estate as an asset class is also frequently subject to depletion through divorce, claims of creditors, tort claimants and others.  Ensuring that the real estate is properly held, preserved, and administered to protect its value is the key task of many trust and estate plans. This program will provide you with a real-world guide to accessible asset protection strategies for real estate, including the sophisticated use of limited liability entities, trusts and insurance products, key elements of drafting operating agreements and their traps, and use of forms of ownership and choice of law planning.  Economic issues to consider on acquisition, holding and administration of real estate Sophisticated use of LLCs and trusts to protect real estate Key provisions of LLC operating agreements and their traps in protecting real estate Forms of ownership and choice of law as asset protection Uses and traps of using real estate products Bankruptcy planning opportunities and limitations for distressed real estate projects   Speaker: Jonathan E. Gopman is a partner with Akerman, LLP in Naples, Florida and chair of the firm’s trust and estate group. His practice focuses on sophisticated wealth accumulation and preservation planning strategies for entrepreneurs.  He is a Fellow of the American College of Tax Counsel and co-author of the revised version of the BNA Tax Management Portfolio “Estate Tax Payments and Liabilities.”  He is also a commentator on asset protection planning matters for Leimberg Information Services, Inc., a member of the legal advisory board of Commonwealth Trust Company in Wilmington, Delaware, and a member of the Society of Trust and Estate Practitioners. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/10/2023
    Presented
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LIVE REPLAY: Drafting Legal Holds in Civil Litigation

$79.00

Legal holds are essential documents in civil litigation.  Presented by one party to the other, often by the plaintiff to the defendant in anticipation of filing a complaint, the hold demands the other party preserve specified evidence – documents or other items – which is essential underlying claiming.  But these no mere matter of issuing a form letter. Their scope and demands must be carefully tailored to the underlying claim. There are also issues of notice, who should receive the hold, remedies for breach, and potentially sanctions. This program will provide you with a practical guide to planning and drafting legal holds in civil litigation.    Giving notice of a litigation hold – and practical legal effect Who should receive the hold? Defining the scope of hold Standards in federal and state courts Electronically stored information – preservation v. pulling Termination of litigation Remedies for violation of hold – sanctions, adverse judgement   Speaker: Stanley E. Woodward Jr. is partner with Brand | Woodward, where he has a broad civil litigation and white collar criminal defense practice.  He also conducts internal corporate investigations.  He serves as an adjunct professor of law at Catholic University of America Columbus School of Law, where he teaches pre-trial litigation and employment law. Before entering private practice, he served as a judicial clerk to Judge Vanessa Ruiz of the District of Columbia Court of Appeals, and Judges Joan Zeldon and Judge Rufus King III of the Superior Court of the District of Columbia.  Mr. Woodward earned his B.A., cum laude, and his M.S., magna cum laude, from American University, and his J.D., cum laude, from The Catholic University of America Columbus School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/11/2023
    Presented
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Course1

Offices Leases: Current Trends & Most Highly Negotiated Provisions

$79.00

Leases for office space have their own logic, economics, and traps.  Next to customary issues of the allocation and payment of operating expenses, there are issues of building services, including access to high-speed data and telecommunication networks.  Many tenants are also motivated by energy efficiency and the environmental sustainability of their space.  If the space is occupied by medical or dental practice, the landlord needs to be concerned about waste disposal and other environmental issues.  Throughout an office lease there are traps for the unwary. This program will provide you a detailed guide to reviewing and drafting office leases, including building services, operating expenses, and expanding or contracting space.   Economics of office leases – and protecting landlord margins Building services – telecom and data bandwidth issues Operating expenses – taxes, insurance, fees and penalties Special issues for medical and dental practices Make-ups and give-backs – strategies for tenants and practical responses of landlords Assignment and subletting – consent of landlord, other issues Liability issues – insurance and indemnity, waiver of subrogation, waiver of right to sue   Speaker: Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/12/2023
    Presented
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Course1

Drafting Arbitration Agreements in Business and Commercial Transactions

$79.00

One of the biggest risks in most business, commercial, or real estate agreements is the risk of dispute and costly, protracted litigation. Arbitration agreements are one of the primary methods by which this substantial risk of loss is contained. Rather than the parties resorting to costly litigation, they are required to seek resolution of their dispute before a neutral arbiter, whose decision in the matter is final and cannot be litigated. Though these agreements are effective mechanisms for dispute resolution and cost containment, they are also highly controversial. This program will provide you with a practical guide the law governing arbitration agreements and drafting their major provisions.   Framework of law governing arbitration agreements Practical uses in business, commercial, and real estate transactions Circumstances where arbitration is effective v. ineffective Counseling clients about the benefits, risks, and tradeoffs of arbitration agreements Scope of arbitration, mandatory nature, and rules used Defining applicable law, arbiter selection, and method of arbitration Judgment on award, review by courts (if any), interim relief   Speaker: Shannon M. Bell is a member with Kelly & Walker, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/13/2023
    Presented
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LIVE REPLAY: Drafting Employment Agreements for Commission-based Employees

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/16/2023
    Presented
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Ethics in Discovery Practice

$79.00

Discovery can be the most important phase of litigation, directing the course and outcome of the case.  How evidence is discovered, how it is used, and how mistakes in its handling are disclosed and remedied all raise very significant ethical issues. These issues – the risk of mishandling – are increased by the vast growth of ESI, electronically stored information. Litigators have certain obligations that their vendors comply with ethics rules. There are also issues surrounding the use of paralegals in discovery practice.  Failure to ensure ethics compliance during discovery can have a material adverse impact on the underlying litigation and draw an ethics complaint.  This program will provide you with a real-world guide to substantial issues ethical issues that arise in discovery practice and how to avoid ethics complaints.    Duty of candor to the tribunal during discovery Ethical issues when you learn that a client is dishonest Inadvertent disclosure privileged documents and their handling Ethics in depositions – conferring with witnesses, using video depositions and more Ethical issues in widespread data mining of discovery documents Issues involving metadata in electronic files – documents, email, text messages Attorney-client privilege and security issues of working with outside e-discovery vendors Ethics and social media discovery   Speakers: Elizabeth Treubert Simon is an ethics attorney in the Washington, D.C. office of Akin Gump Strauss Hauer & Feld LLP, where she advises on a wide range of ethics and compliance-related matters to support Akin Gump’s offices worldwide.  Previously, she practiced law in Washington DC and New York, focusing on business and commercial litigation and providing counsel to clients regarding professional ethics and attorney disciplinary procedures.  She is a member of the New York State Bar Association Committee on Professional Discipline and the District of Columbia Legal Ethics Committee.  She writes and speaks extensively on attorney ethics issues.   She received her B.A. and M.S. from the University of Pennsylvania and her J.D. from Albany Law School. Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a substantial practice advising clients on properly creating and preserving the attorney-client privilege and work product protections.  For more than 30 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation.  Mr. Spahn has served as a member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee.  He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/17/2023
    Presented
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LIVE REPLAY: 1031 Like-Kind Exchanges in Trust and Estate Planning

$79.00

For clients with significant real estate portfolios in their estates, Section 1031 like-kind exchanges can be a very effective tool for deferring gain. Recent tax legislation has scrambled familiar tax, economic, and practical considerations for making a like-kind exchange, in some circumstances making these techniques more attractive than before, but in others (incoming producing property) less attractive.  There are also substantial real estate law traps in like-kind exchanges.  This program will provide you with a practitioner’s guide to using new like-kind exchange rules in trust and estate planning.    Trust and estate planning opportunities using Section 1031 like-kind exchanges How the 2017 tax law changed conventional considerations of using like-kind exchanges Review of major non-estate tax issues for estate planners when using like-kind exchanges Circumstances when it no long makes sense to use like-kind exchanges for income-producing party Real estate traps when using like-kind exchanges in trust planning   Speakers: 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. Susan Wheatley is a partner in the Cincinnati office of Taft Stettinius & Hollister LLP and chair of its trust and estate planning practice. Her practice focuses on advising clients on their estate and business succession planning.  She also advises clients about sophisticated charitable and gifting giving strategies. She is a Fellow of the American College of Trust and Estate Counsel and an adjunct professor of law at the University of Cincinnati College of Law.  Ms.Wheatley earned her B.A. at Yale University and her J.D. from Northwestern University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/18/2023
    Presented
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LIVE REPLAY: Capital Calls – Agreements to Contribute More Capital Over Time

$79.00

Many companies need additional capital to fund current operations and fuel growth.  When raising capital, these companies often look first to their existing investor base. The company may build into its operative documents – shareholder agreements, operating agreements, even its articles of incorporation or organization – a plan whereby the company can “call” on existing investors to contribute additional capital. There are various mechanisms for achieving these types of “capital calls” and adjusting the ownership interests and other rights of incumbent investors who do not contribute additional capital. This program will provide you a practical guide to planning capital calls in closely held businesses, including how to adjust the financial and governance rights of the company’s owners.   Advantages/disadvantages of requiring capital from existing investor base over time Forms of follow-on contributions – pro-rata and other structures Readjustment of stake in company when certain investors do not participate – dilution issues Voting, informational and related issues on the contribution of additional capital Obtaining additional capital from investors beyond the original Counseling clients about potential investor group disputes   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/19/2023
    Presented
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Family Feuds in Trust and Estate Planning: Counseling Clients About Dispute Avoidance

$79.00

Family feuds are the most destructive force in trust and estate planning. When a senior generation of a family dies or decides to pull back from leading a family business, long suppressed rivalries, disputes and inter-personal conflicts rise to the surface and have often a substantially adverse impact on the business’s operations and value. These disputes often place planners in the extremely difficult spot of having gain the trust of warring factions, understand their grievances, and use the tools of planning to help them and the company find a value-preserving resolution of their conflicts. This program will provide you with a real-world guide to identifying and resolving family feuds in trusts. Sources of family feuds in trusts and techniques to resolve short of litigation Disputes involving distributions, control of family assets, personal rivalries, lack of communication Techniques for resolution – outside consultants, ongoing family meetings, lifetime gifting, distribution standards How choosing trustees can provoke or dampen family disputes How to work with warring family factions while protecting yourself as lawyer Speaker: Steven B. Malech is partner in the New York City office of Wiggin and Dana, LLP, where he is chair of the firm’s probate litigation practice group.  He represents beneficiaries, fiduciaries and creditors in disputes involving alleged violations of the Prudent Investor Act and its predecessors, alleged breaches of fiduciary duty, disputed accountings, and will contests. He represents clients in cutting edge probate litigation matters involving trusts and estates with assets in the hundreds of millions of dollars. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/20/2023
    Presented
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LIVE REPLAY: Lawyer Ethics and Texting

$79.00

Text messaging has become a mainstream form of communication.  Clients now routinely text their lawyers about pending matters.  They may ask about the status of a case, provide facts about a case, communicate decisions to a lawyer, or message other sensitive information.  These messages are often to a lawyer’s mobile phone that is used extensively for personal purposes, unsecured in their transmissions, and easily accessible by third parties. This new wave of lawyer-client communication raises many difficult ethical questions, including preservation of the attorney-client privilege.   This program will provide you with a guide to the major ethics issues when lawyers and their clients text message about pending matters.   Confidentiality issues involving unsecured transmission of texts involving sensitive case issues How to handle mobile phones used for both personal purposes and law practice Potential loss of the attorney-client privilege when text messages are accessible by third parties Tension among the duties of competence, prudence and to communicate with clients Understanding the ethical risks and counseling clients about the risks to their case when texting   Speaker: Thomas E. Spahn is of counsel in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 2000 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 900 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis.  Mr. Spahn graduated magna cum laude from Yale University and received his J.D. from Yale Law School. Mr. Spahn will serve as the discussion leader of today’s program.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/23/2023
    Presented
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Ethics of Identifying Your Client: It's Not Always Easy

$79.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/24/2023
    Presented
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Private Placements: Raising Capital from Investors, Part 1

$79.00

Closely held companies raise capital through private placements, an offering of stock or other securities to private investors. Offerings of every size must comply with a dense set of federal securities regulation that require the offering of securities to be registered with the Securities and Exchange Commission or qualify for an exemption from registration, mostly commonly Regulation D.  Failure to understand the regulatory framework and draft private placement documents exposes the offering company to substantial financial liability. This program will provide you with a practical guide to planning private placements, drafting the operative agreements, and understanding the regulatory framework governing them.   Day 1: How private placements are used as a practical matter in capital raises Understanding the securities law and regulatory framework of private placements Reliance on Reg. D safe harbor to avoid registration – amounts raised, accredited investor, timeframes, non-solicitation Understanding exempt securities v. exempt offerings   Day 2: Practical guidance on drafting subscription agreements Understanding disclosures in offering documents and liability for issuer of securities Special issues for small private placements Crowdfunding as a capital raising tool   Speaker: S. Lee Terry is a partner in the Denver office of Davis, Graham & Stubbs, LLP, where he has a broad corporate and securities practice.  He advises clients on mergers and acquisitions, joint ventures, partnership agreements, licensing and other technology related contracts.  He has an active practice advising private companies, ranging from capital raising and major transactions to dispute resolution and investigations. He also has an extensive securities law practice, including various types of capital raising transactions.  Earlier in his career, he worked in the Office of General Counsel of the Securities and Exchange Commission.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/25/2023
    Presented
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Private Placements: Raising Capital from Investors, Part 2

$79.00

Closely held companies raise capital through private placements, an offering of stock or other securities to private investors. Offerings of every size must comply with a dense set of federal securities regulation that require the offering of securities to be registered with the Securities and Exchange Commission or qualify for an exemption from registration, mostly commonly Regulation D.  Failure to understand the regulatory framework and draft private placement documents exposes the offering company to substantial financial liability. This program will provide you with a practical guide to planning private placements, drafting the operative agreements, and understanding the regulatory framework governing them.   Day 1: How private placements are used as a practical matter in capital raises Understanding the securities law and regulatory framework of private placements Reliance on Reg. D safe harbor to avoid registration – amounts raised, accredited investor, timeframes, non-solicitation Understanding exempt securities v. exempt offerings   Day 2: Practical guidance on drafting subscription agreements Understanding disclosures in offering documents and liability for issuer of securities Special issues for small private placements Crowdfunding as a capital raising tool   Speaker: S. Lee Terry is a partner in the Denver office of Davis, Graham & Stubbs, LLP, where he has a broad corporate and securities practice.  He advises clients on mergers and acquisitions, joint ventures, partnership agreements, licensing and other technology related contracts.  He has an active practice advising private companies, ranging from capital raising and major transactions to dispute resolution and investigations. He also has an extensive securities law practice, including various types of capital raising transactions.  Earlier in his career, he worked in the Office of General Counsel of the Securities and Exchange Commission.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/26/2023
    Presented
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Undue Influence and Duress in Estate Planning

$79.00

Elderly and other clients with diminished physical or intellectual capacity are often the victims of undue influence or duress in disposition of their property.  They are often dependent on a caregiver, relative or other person for social interaction or essential mobility and functioning.  This makes them ripe for exploitation by the unscrupulous.  From a trust and estate planner’s perspective, undue influence and duress undermine the client’s true intent and jeopardize the validity of estate and trust instruments. This program will provide you with a world guide to spotting warning signs of undue influence and duress, drafting considerations, and the risks of litigation challenging trust and estate plans.   Undue influence and duress risks in trust and estate planning Elements of undue influence – motive, opportunity and actual exercise Understanding what constitutes duress How to spot warning signs or red flags of undue influence and duress Drafting considerations to preserve the true intent of a client and prevent challenges Court battles – burdens of proof, assessing likelihood of successful challenges   Speaker: Steven B. Malech is partner in the New York City office of Wiggin and Dana, LLP, where he is chair of the firm’s probate litigation practice group.  He is represents beneficiaries, fiduciaries and creditors in disputes involving alleged violations of the Prudent Investor Act and its predecessors, alleged breaches of fiduciary duty, disputed accountings, and will contests. He represents clients in cutting edge probate litigation matters involving trusts and estates with assets in the hundreds of millions of dollars. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/27/2023
    Presented
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LIVE REPLAY: Exit Strategies: Selling Companies to Employees, Part 1

$79.00

Many closely held companies have only two potential sets of buyers – family members of the founding generation or managers and other employees of the enterprise. The market of third-party buyers for closely held companies can be very thin, so that when family members are not suitable buyers of a company, often the best solution is to sell to employees. But sales to employees are unlike sales to third-parties or family members, involving complex issues of how to finance the sale, transition management and control of the enterprise, retain key employees, and tax treatment. This program will provide you with a detailed discussion of the major issues of selling to employees, including valuation, how the sale price is financed, transition periods, retaining employees not in the buyout group, and tax treatment. Day 1: Long-range planning of sales to employees – and benefits over selling to third parties or family members Negotiating with employees over sales price and valuation issues Transitions of management control, including retaining seller/founder for a period of time Practical governance issues when employees are identified as potential buyers Day 2: Overview of alternative structures and the tradeoffs of each ESOPs – structural, practical and tax issues, including leveraged buyout options Use of company redemptions of founders to accomplish a transfer Crucial issues in drafting “earnouts” on sales to employees Seller financing options, including long-term notes and security interest in assets 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 law practice of law, 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/30/2023
    Presented
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LIVE REPLAY: Exit Strategies: Selling Companies to Employees, Part 2

$79.00

Many closely held companies have only two potential sets of buyers – family members of the founding generation or managers and other employees of the enterprise. The market of third-party buyers for closely held companies can be very thin, so that when family members are not suitable buyers of a company, often the best solution is to sell to employees. But sales to employees are unlike sales to third-parties or family members, involving complex issues of how to finance the sale, transition management and control of the enterprise, retain key employees, and tax treatment. This program will provide you with a detailed discussion of the major issues of selling to employees, including valuation, how the sale price is financed, transition periods, retaining employees not in the buyout group, and tax treatment. Day 1: Long-range planning of sales to employees – and benefits over selling to third parties or family members Negotiating with employees over sales price and valuation issues Transitions of management control, including retaining seller/founder for a period of time Practical governance issues when employees are identified as potential buyers Day 2: Overview of alternative structures and the tradeoffs of each ESOPs – structural, practical and tax issues, including leveraged buyout options Use of company redemptions of founders to accomplish a transfer Crucial issues in drafting “earnouts” on sales to employees Seller financing options, including long-term notes and security interest in assets 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 law practice of law, 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/31/2023
    Presented
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LIVE REPLAY: Ethics and Client Money: Trust Funds, Expenses, Setoffs & More

$79.00

Whenever an attorney takes money from a client – for fees billed, to cover expenses, as a retainer, or held in trust – there are substantial ethical issues involved.  Many ethical complaints arise from accusations that an attorney mishandled funds. In billing and collecting fees and expenses, there are issues about whether the fees and expenses were explained in advance and are proper in relation to services provided.  If an attorney accepts credit cards from clients, there are significant issues related to disclosure, Truth-in-Lending laws, chargebacks, pass-through of merchant processing fees, and confidentiality.  In trust funds, there are issues of segregation of funds, accounting, and more. This program will provide you with a practical guide to the many ethical issues that arise when attorneys, clients, and money mix.   Traps in trust fund accounting and the risks of “set-offs” of disputed amounts Disclosure and documentation of trust accounting of client money Retainers – use, accounting, and regular communications Accepting credit card payments from clients –  pass-through processing fees, Truth-in-Lending, disclosure and confidentiality Confidentiality when a client has a dispute with his credit card company – ethical tension of client duties and contractual obligations Use of credit cards to fund a retainer and related trust fund accounting issues – trust funds v. operating funds   Speaker: Thomas E. Spahn is of counsel in the Tysons Corners, Virginia office of McGuireWoods, where he advises firm clients on professional responsibility issues and properly creating and preserving the attorney-client privilege and work product protections.  He has served on the ABA Standing Committee on Ethics and Professional Responsibility and is a Member of the American Law Institute and a Fellow of the American Bar Foundation.  He has written extensively on attorney-client privilege, ethics and other topics, and has spoken at over 2000 CLE programs throughout the U.S. and in several foreign countries.  Through links on his website biography, he has made available to the public his summaries of over 1,600 Virginia and ABA legal ethics opinions, organized by topic; a 300 page summary of his two-volume 1,500 page book on the attorney-client privilege and work product doctrine; over 900 weekly email alerts about privilege and work product cases; and materials for 40 ethics programs on numerous topics, totaling over 9,000 pages of analysis.  Mr. Spahn graduated magna cum laude from Yale University and received his J.D. from Yale Law School. Mr. Spahn will serve as the discussion leader of today’s program.

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/1/2023
    Presented
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LIVE REPLAY: Nonprofits and Commercial Real Estate

$79.00

Nonprofit and exempt organizations are often attracted to real estate because the asset class is seen as comparatively safe yet offers opportunities for long-term appreciation and, perhaps, ongoing income.  Even if these investment assumptions prove correct, real estate assets – ownership of exiting property, development of new property, or leasing activities – implicate a range of restrictions, complications, and compliance obligations.  These include regulatory restrictions depending on whether the real estate investment furthers the entity’s charitable purpose or not; collaborations with for-profit joint ventures; and debt financing of investments.  This program will provide you with a real world guide to advising nonprofit and exemption organization clients about real estate activities.   Use of 501(c)(3) funds for real estate acquisition and development Restrictions of using nonprofit/exempt organization funds in for-profit real estate transactions Compliance issues for nonprofit/exempt organizations participating in real estate deals Planning for event something goes wrong – how to limit damage to for-profit and nonprofit   Speaker: Michael Lehmann is a partner in the New York office of Dechert, LLP, where he specializes in tax issues related to non-profits and in the tax treatment of cross-border transactions.  He advises hospitals and other health care providers, research organizations, low-income housing developers, trade associations, private foundations and arts organizations.  He advises clients on obtaining and maintaining tax-exempt status, executive compensation, reorganizations and joint ventures, acquisitions, and unrelated business income planning.  Mr. Lehmann received his A.B., magna cum laude, from Brown University, his J.D. from Columbia Law School, and his LL.M. from New York University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/2/2023
    Presented
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Trust and Estate Planning for Retirement Plans – IRAs, 401(k)s, and More (6.4.19)

$79.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/3/2023
    Presented
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LIVE REPLAY: Drafting Guarantees in Real Estate Transactions

$79.00

Guarantees undergird most real estate transactions.  Lenders, investors and others are often unwilling or unable to finance or otherwise support a real estate transaction without certain substantial guarantees.  These guarantees may concern repayment of loan proceeds or performance of other services – construction, maintenance and waste prevention, environmental indemnity, etc.  The scope of guarantees is highly negotiated, particularly whether the guarantee is recourse or non-recourse and the scope of carve-outs from the guarantees. This program will provide you with a practical guide to negotiating and drafting guarantees in real estate transactions.    Types of guarantees – payment, performance, collection, completion Essential elements of a guarantee – consideration, scope, carve-outs, waivers Guarantees for property maintenance/no waste, environmental indemnity and other non-financial concerns Carve-outs – full v. partial, fraud, misappropriation, misapplication, failure to maintain, insurance, and more Guarantees of construction loans   Speaker: John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP.  He has more than 40 years’ experience in real estate law practice.  He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute.  He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law.  He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont.  He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/6/2023
    Presented
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