Course1

LIVE REPLAY: Sales Agreements in Business Law: UCC Issues, Traps & Drafting Tips

$89.00

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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/26/2025
    Presented
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Course1

LIVE REPLAY: Sales Agreements in Business Law: UCC Issues, Traps & Drafting Tips

$89.00

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.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/26/2025
    Presented
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Course1

LIVE REPLAY: Protecting Your Clients' Trade Secrets: Masterclass, Part 1

$89.00

This program equips attorneys with the tools to advise clients on safeguarding their trade secrets in an increasingly digital and connected world. The session will cover strategies for protecting sensitive information from departing employees, addressing vulnerabilities in networked systems, and managing risks posed by artificial intelligence. Key topics include drafting enforceable non-compete and confidentiality agreements, implementing robust cybersecurity measures, and understanding AI's role in trade secret misappropriation. By the end of the program, attorneys will have practical strategies to help clients secure their proprietary information against both traditional and emerging threats. Day 1 Drafting and enforcing non-compete, non-disclosure, and confidentiality agreements to safeguard sensitive information. Addressing vulnerabilities in networked systems to prevent unauthorized access and data theft. Understanding the risks posed by artificial intelligence in identifying and exploiting trade secrets. Day 2 Legal remedies for trade secret misappropriation under state, federal, and international laws. Best practices for monitoring and securing proprietary information in the workplace. Guidance on employee training programs to ensure compliance with trade secret policies. Proactive strategies for handling trade secret disputes and minimizing litigation risks.   Speaker: James Pooley focuses on trade secret law and management, as an expert witness, advisor, litigator and neutral. He has authored or co-authored several major IP works, including his treatise Trade Secrets (Law Journal Press), the Patent Case Management Judicial Guide and the Trade Secret Case Management Judicial Guide (both published by the Federal Judicial Center). He recently released the second edition of his business book Secrets: Managing Information Assets in the Age of Cyberespionage. The Senate Judiciary Committee relied on Jim for expert testimony and advice regarding the 2016 Defend Trade Secrets Act. From 2009 to 2014 he managed the international patent system (PCT) at WIPO as Deputy Director General for Innovation and Technology. He has served as President of AIPLA, Chairman of the National Inventors Hall of Fame, Chair of the Sedona Conference Working Group 12 on Trade Secrets, and Co-Chair of the Trade Secrets Task Force of the International Chamber of Commerce. He has taught Trade Secret law at UC Berkeley. In 2016 Jim was inducted into the IP Hall of Fame in recognition of his contributions to the field.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/1/2025
    Presented
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Course1

LIVE REPLAY: Protecting Your Clients' Trade Secrets: Masterclass, Part 1

$89.00

This program equips attorneys with the tools to advise clients on safeguarding their trade secrets in an increasingly digital and connected world. The session will cover strategies for protecting sensitive information from departing employees, addressing vulnerabilities in networked systems, and managing risks posed by artificial intelligence. Key topics include drafting enforceable non-compete and confidentiality agreements, implementing robust cybersecurity measures, and understanding AI's role in trade secret misappropriation. By the end of the program, attorneys will have practical strategies to help clients secure their proprietary information against both traditional and emerging threats. Day 1 Drafting and enforcing non-compete, non-disclosure, and confidentiality agreements to safeguard sensitive information. Addressing vulnerabilities in networked systems to prevent unauthorized access and data theft. Understanding the risks posed by artificial intelligence in identifying and exploiting trade secrets. Day 2 Legal remedies for trade secret misappropriation under state, federal, and international laws. Best practices for monitoring and securing proprietary information in the workplace. Guidance on employee training programs to ensure compliance with trade secret policies. Proactive strategies for handling trade secret disputes and minimizing litigation risks.   Speaker: James Pooley focuses on trade secret law and management, as an expert witness, advisor, litigator and neutral. He has authored or co-authored several major IP works, including his treatise Trade Secrets (Law Journal Press), the Patent Case Management Judicial Guide and the Trade Secret Case Management Judicial Guide (both published by the Federal Judicial Center). He recently released the second edition of his business book Secrets: Managing Information Assets in the Age of Cyberespionage. The Senate Judiciary Committee relied on Jim for expert testimony and advice regarding the 2016 Defend Trade Secrets Act. From 2009 to 2014 he managed the international patent system (PCT) at WIPO as Deputy Director General for Innovation and Technology. He has served as President of AIPLA, Chairman of the National Inventors Hall of Fame, Chair of the Sedona Conference Working Group 12 on Trade Secrets, and Co-Chair of the Trade Secrets Task Force of the International Chamber of Commerce. He has taught Trade Secret law at UC Berkeley. In 2016 Jim was inducted into the IP Hall of Fame in recognition of his contributions to the field.

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/1/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: Protecting Your Clients' Trade Secrets: Masterclass, Part 2

$89.00

This program equips attorneys with the tools to advise clients on safeguarding their trade secrets in an increasingly digital and connected world. The session will cover strategies for protecting sensitive information from departing employees, addressing vulnerabilities in networked systems, and managing risks posed by artificial intelligence. Key topics include drafting enforceable non-compete and confidentiality agreements, implementing robust cybersecurity measures, and understanding AI's role in trade secret misappropriation. By the end of the program, attorneys will have practical strategies to help clients secure their proprietary information against both traditional and emerging threats. Day 1 Drafting and enforcing non-compete, non-disclosure, and confidentiality agreements to safeguard sensitive information. Addressing vulnerabilities in networked systems to prevent unauthorized access and data theft. Understanding the risks posed by artificial intelligence in identifying and exploiting trade secrets. Day 2 Legal remedies for trade secret misappropriation under state, federal, and international laws. Best practices for monitoring and securing proprietary information in the workplace. Guidance on employee training programs to ensure compliance with trade secret policies. Proactive strategies for handling trade secret disputes and minimizing litigation risks.   Speaker: James Pooley focuses on trade secret law and management, as an expert witness, advisor, litigator and neutral. He has authored or co-authored several major IP works, including his treatise Trade Secrets (Law Journal Press), the Patent Case Management Judicial Guide and the Trade Secret Case Management Judicial Guide (both published by the Federal Judicial Center). He recently released the second edition of his business book Secrets: Managing Information Assets in the Age of Cyberespionage. The Senate Judiciary Committee relied on Jim for expert testimony and advice regarding the 2016 Defend Trade Secrets Act. From 2009 to 2014 he managed the international patent system (PCT) at WIPO as Deputy Director General for Innovation and Technology. He has served as President of AIPLA, Chairman of the National Inventors Hall of Fame, Chair of the Sedona Conference Working Group 12 on Trade Secrets, and Co-Chair of the Trade Secrets Task Force of the International Chamber of Commerce. He has taught Trade Secret law at UC Berkeley. In 2016 Jim was inducted into the IP Hall of Fame in recognition of his contributions to the field.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/2/2025
    Presented
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Course1

LIVE REPLAY: Protecting Your Clients' Trade Secrets: Masterclass, Part 2

$89.00

This program equips attorneys with the tools to advise clients on safeguarding their trade secrets in an increasingly digital and connected world. The session will cover strategies for protecting sensitive information from departing employees, addressing vulnerabilities in networked systems, and managing risks posed by artificial intelligence. Key topics include drafting enforceable non-compete and confidentiality agreements, implementing robust cybersecurity measures, and understanding AI's role in trade secret misappropriation. By the end of the program, attorneys will have practical strategies to help clients secure their proprietary information against both traditional and emerging threats. Day 1 Drafting and enforcing non-compete, non-disclosure, and confidentiality agreements to safeguard sensitive information. Addressing vulnerabilities in networked systems to prevent unauthorized access and data theft. Understanding the risks posed by artificial intelligence in identifying and exploiting trade secrets. Day 2 Legal remedies for trade secret misappropriation under state, federal, and international laws. Best practices for monitoring and securing proprietary information in the workplace. Guidance on employee training programs to ensure compliance with trade secret policies. Proactive strategies for handling trade secret disputes and minimizing litigation risks.   Speaker: James Pooley focuses on trade secret law and management, as an expert witness, advisor, litigator and neutral. He has authored or co-authored several major IP works, including his treatise Trade Secrets (Law Journal Press), the Patent Case Management Judicial Guide and the Trade Secret Case Management Judicial Guide (both published by the Federal Judicial Center). He recently released the second edition of his business book Secrets: Managing Information Assets in the Age of Cyberespionage. The Senate Judiciary Committee relied on Jim for expert testimony and advice regarding the 2016 Defend Trade Secrets Act. From 2009 to 2014 he managed the international patent system (PCT) at WIPO as Deputy Director General for Innovation and Technology. He has served as President of AIPLA, Chairman of the National Inventors Hall of Fame, Chair of the Sedona Conference Working Group 12 on Trade Secrets, and Co-Chair of the Trade Secrets Task Force of the International Chamber of Commerce. He has taught Trade Secret law at UC Berkeley. In 2016 Jim was inducted into the IP Hall of Fame in recognition of his contributions to the field.

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/2/2025
    Presented
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Course1

Arbitration Agreements: Drafting for Business Success

$89.00

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

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/9/2025
    Presented
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Course1

Arbitration Agreements: Drafting for Business Success

$89.00

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

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/9/2025
    Presented
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Course1

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

$89.00

Virtually every organization outsources it information technology (IT) functions to third-party vendors.  Electronic files of every time – data and documents, video and audio – are stored on servers owned and maintained by third parties and located at off-site locations.  Telecom services are also commonly outsourced. The idea behind outsourcing these increasingly complex systems is that costs might be controlled and the difficulty of maintaining them becomes someone else’s task. But getting to that point lies beyond reviewing and negotiating highly complex IT outsource agreements involving performance and reliability, data security and privacy breaches, and warranty and indemnity.  This program will provide you with a practical guide to negotiating and drafting IT agreements with third-party vendors.   Performance standards for IT vendors, reliability, and Service Level Agreements Essential warranty and indemnity provisions – and spotting red flags Understanding how “The Cloud” works for contractual purposes Important data security, privacy and related liability concerns Drafting the underlying equipment lease and/or software license Reviewing fee structures in IT outsourcing agreements   Speaker: Peter J. Kinsella is a partner in the Denver office of Perkins Coie, LLP, where he has an extensive technology law practice focusing on advising start-up, emerging and large companies on technology-related commercial and intellectual property transaction matters.  Prior to joining his firm, he worked for ten years in various legal capacities with Qwest Communications International, Inc. and Honeywell, Inc.  Mr. Kinsella has extensive experience structuring and negotiating data sharing agreements, complex procurement agreements, product distribution agreements, OEM agreements, marketing and advertising agreements, corporate sponsorship agreements, and various types of patent, trademark and copyright licenses.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 7/25/2025
    Presented
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Course1

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

$89.00

Virtually every organization outsources it information technology (IT) functions to third-party vendors.  Electronic files of every time – data and documents, video and audio – are stored on servers owned and maintained by third parties and located at off-site locations.  Telecom services are also commonly outsourced. The idea behind outsourcing these increasingly complex systems is that costs might be controlled and the difficulty of maintaining them becomes someone else’s task. But getting to that point lies beyond reviewing and negotiating highly complex IT outsource agreements involving performance and reliability, data security and privacy breaches, and warranty and indemnity.  This program will provide you with a practical guide to negotiating and drafting IT agreements with third-party vendors.   Performance standards for IT vendors, reliability, and Service Level Agreements Essential warranty and indemnity provisions – and spotting red flags Understanding how “The Cloud” works for contractual purposes Important data security, privacy and related liability concerns Drafting the underlying equipment lease and/or software license Reviewing fee structures in IT outsourcing agreements   Speaker: Peter J. Kinsella is a partner in the Denver office of Perkins Coie, LLP, where he has an extensive technology law practice focusing on advising start-up, emerging and large companies on technology-related commercial and intellectual property transaction matters.  Prior to joining his firm, he worked for ten years in various legal capacities with Qwest Communications International, Inc. and Honeywell, Inc.  Mr. Kinsella has extensive experience structuring and negotiating data sharing agreements, complex procurement agreements, product distribution agreements, OEM agreements, marketing and advertising agreements, corporate sponsorship agreements, and various types of patent, trademark and copyright licenses.

  • Teleseminar
    Format
  • 60
    Minutes
  • 7/25/2025
    Presented
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Course1

Drafting Escrow Agreements in Business & Commercial Transactions

$89.00

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
  • 7/28/2025
    Avail. Until
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Course1

From One Thing to Another: Business Entity Conversions & Domestication

$89.00

Choice of entity is not a one-time decision.  Business entities may choose to change their legal form for many reasons – changing tax laws, new investors that require a different form of entity, or market or regulatory conditions making a different form of entity the better choice. But whenever an entity is converted from one form to another, significant tax liability and corporate or partnership law issues arise.  One important consideration is how to modify the company’s underlying agreements to ensure basic economic arrangements among the owners remain intact.  This program will provide a real-world guide to entity conversions.   Conversions among C Corps, S Corps, partnerships and LLCs Strategies for minimizing tax on conversions Business and organizational law considerations when converting an entity Drafting issues in restating underlying company agreements Practical and tax traps when engaging in an entity conversion   Speaker: Elizabeth Fialkowski Stieff is an attorney in the Baltimore, Maryland office of Venable, LLP, where her practice focuses on corporate advisory matters, including mergers, acquisitions, and joint ventures, as well as tax controversies.  Prior to joining Venable, she was an associate in corporate and securities practice at a national law firm, where she advised clients on a variety of federal and state tax issues.  Before entering private practice, she served as a judicial clerk to Judge L. Paige Marvel of the United States Tax Court.  Ms. Stieff earned her B.A. from John Hopkins University and her J.D. and LL.M. from Georgetown University Law Center.

  • MP3 Download
    Format
  • 60
    Minutes
  • 7/29/2025
    Avail. Until
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Course1

Getting to Market: Sales and Distribution Agreements

$89.00

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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 8/9/2025
    Avail. Until
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Course1

Contract Crafting: Navigating Ethical Issues in Drafting

$89.00

TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/12/2025
    Presented
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Course1

Contract Crafting: Navigating Ethical Issues in Drafting

$89.00

TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/12/2025
    Presented
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Course1

LIVE REPLAY: LLC, Partnership and Pass-Through Mergers, Part 1

$89.00

As LLCs and other pass-through entities have become the default choices of entity in most business, commercial, and real estate transactions, many mergers or asset sales now involve two or more pass-through entities. The familiar principles that apply to corporate mergers or asset sales do not translate to pass-through transactions. Rather, combinations of LLCs, limited partnerships, partnerships, and even S corporations are governed by a nonintuitive jumble of rules that treat the transaction one way for business law purposes and quite another for tax purposes. Indeed, for income tax purposes, transactions following a variety of patterns are “deemed” to consist of a series of property contributions and distributions and taxed accordingly. Planning for both aspects is a very complex challenge. This program provides you with a practical guide to planning both the business law and tax law aspects of merging pass-through entities.   Day 1 • Framework of nontax and tax law for combining pass-through entities, partnerships, LLCs, limited partnerships, and S corporations• How transactions are treated for state law purposes vs. tax law purposes• Tradeoffs between assets vs. membership interests/S corporation stock deals• Nontax benefits of “entity” deals—contract assignments, licensing and registration transfers• Successor liability issues in “asset” deals and how to mitigate risk• Special considerations involving S corporation mergers—triggering hidden taxes, losing S corporation eligibility, structuring restrictions• Benefits of treating stock transactions as asset sales under IRC 338(h)(10)   Day 2 • Structural alternatives for combining LLCs and partnerships• Special tax issues for mergers involving LLCs and partnerships, including entity- and member-level treatment• Treatment of distribution, voting, and other rights when membership interests/S corporation stock are transferred• Due diligence considerations of merging pass-through entities• State and local sales tax issues on transfer of assets in the merger• Incentive compensation issues   Speaker: Paul Kaplan 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 is a former Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning. Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance. Norman Lencz is a partner in the Baltimore 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. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/13/2025
    Presented
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Course1

LIVE REPLAY: LLC, Partnership and Pass-Through Mergers, Part 1

$89.00

As LLCs and other pass-through entities have become the default choices of entity in most business, commercial, and real estate transactions, many mergers or asset sales now involve two or more pass-through entities. The familiar principles that apply to corporate mergers or asset sales do not translate to pass-through transactions. Rather, combinations of LLCs, limited partnerships, partnerships, and even S corporations are governed by a nonintuitive jumble of rules that treat the transaction one way for business law purposes and quite another for tax purposes. Indeed, for income tax purposes, transactions following a variety of patterns are “deemed” to consist of a series of property contributions and distributions and taxed accordingly. Planning for both aspects is a very complex challenge. This program provides you with a practical guide to planning both the business law and tax law aspects of merging pass-through entities.   Day 1 • Framework of nontax and tax law for combining pass-through entities, partnerships, LLCs, limited partnerships, and S corporations• How transactions are treated for state law purposes vs. tax law purposes• Tradeoffs between assets vs. membership interests/S corporation stock deals• Nontax benefits of “entity” deals—contract assignments, licensing and registration transfers• Successor liability issues in “asset” deals and how to mitigate risk• Special considerations involving S corporation mergers—triggering hidden taxes, losing S corporation eligibility, structuring restrictions• Benefits of treating stock transactions as asset sales under IRC 338(h)(10)   Day 2 • Structural alternatives for combining LLCs and partnerships• Special tax issues for mergers involving LLCs and partnerships, including entity- and member-level treatment• Treatment of distribution, voting, and other rights when membership interests/S corporation stock are transferred• Due diligence considerations of merging pass-through entities• State and local sales tax issues on transfer of assets in the merger• Incentive compensation issues   Speaker: Paul Kaplan 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 is a former Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning. Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance. Norman Lencz is a partner in the Baltimore 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. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/13/2025
    Presented
SEE MORE
Course1

LIVE REPLAY: LLC, Partnership and Pass-Through Mergers, Part 2

$89.00

As LLCs and other pass-through entities have become the default choices of entity in most business, commercial, and real estate transactions, many mergers or asset sales now involve two or more pass-through entities. The familiar principles that apply to corporate mergers or asset sales do not translate to pass-through transactions. Rather, combinations of LLCs, limited partnerships, partnerships, and even S corporations are governed by a nonintuitive jumble of rules that treat the transaction one way for business law purposes and quite another for tax purposes. Indeed, for income tax purposes, transactions following a variety of patterns are “deemed” to consist of a series of property contributions and distributions and taxed accordingly. Planning for both aspects is a very complex challenge. This program provides you with a practical guide to planning both the business law and tax law aspects of merging pass-through entities.   Day 1 • Framework of nontax and tax law for combining pass-through entities, partnerships, LLCs, limited partnerships, and S corporations• How transactions are treated for state law purposes vs. tax law purposes• Tradeoffs between assets vs. membership interests/S corporation stock deals• Nontax benefits of “entity” deals—contract assignments, licensing and registration transfers• Successor liability issues in “asset” deals and how to mitigate risk• Special considerations involving S corporation mergers—triggering hidden taxes, losing S corporation eligibility, structuring restrictions• Benefits of treating stock transactions as asset sales under IRC 338(h)(10)   Day 2 • Structural alternatives for combining LLCs and partnerships• Special tax issues for mergers involving LLCs and partnerships, including entity- and member-level treatment• Treatment of distribution, voting, and other rights when membership interests/S corporation stock are transferred• Due diligence considerations of merging pass-through entities• State and local sales tax issues on transfer of assets in the merger• Incentive compensation issues   Speaker: Paul Kaplan 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 is a former Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning. Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance. Norman Lencz is a partner in the Baltimore 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. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/14/2025
    Presented
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Course1

LIVE REPLAY: LLC, Partnership and Pass-Through Mergers, Part 2

$89.00

As LLCs and other pass-through entities have become the default choices of entity in most business, commercial, and real estate transactions, many mergers or asset sales now involve two or more pass-through entities. The familiar principles that apply to corporate mergers or asset sales do not translate to pass-through transactions. Rather, combinations of LLCs, limited partnerships, partnerships, and even S corporations are governed by a nonintuitive jumble of rules that treat the transaction one way for business law purposes and quite another for tax purposes. Indeed, for income tax purposes, transactions following a variety of patterns are “deemed” to consist of a series of property contributions and distributions and taxed accordingly. Planning for both aspects is a very complex challenge. This program provides you with a practical guide to planning both the business law and tax law aspects of merging pass-through entities.   Day 1 • Framework of nontax and tax law for combining pass-through entities, partnerships, LLCs, limited partnerships, and S corporations• How transactions are treated for state law purposes vs. tax law purposes• Tradeoffs between assets vs. membership interests/S corporation stock deals• Nontax benefits of “entity” deals—contract assignments, licensing and registration transfers• Successor liability issues in “asset” deals and how to mitigate risk• Special considerations involving S corporation mergers—triggering hidden taxes, losing S corporation eligibility, structuring restrictions• Benefits of treating stock transactions as asset sales under IRC 338(h)(10)   Day 2 • Structural alternatives for combining LLCs and partnerships• Special tax issues for mergers involving LLCs and partnerships, including entity- and member-level treatment• Treatment of distribution, voting, and other rights when membership interests/S corporation stock are transferred• Due diligence considerations of merging pass-through entities• State and local sales tax issues on transfer of assets in the merger• Incentive compensation issues   Speaker: Paul Kaplan 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 is a former Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning. Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance. Norman Lencz is a partner in the Baltimore 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. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/14/2025
    Presented
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LIVE REPLAY: E-Commerce Tax: Issues When Your Client Sells Good or Services Online

$89.00

Anytime your client’s business sells goods online, they may be required to calculate, collect and remint sales and use taxes for the buyer’s state. If the business sells nationally, they are potentially liable for collecting taxes in more than 7,000 taxing jurisdictions nationwide, even if they have no physical presence in those jurisdictions and markets.  As e-commerce become easier and more cost effective, the tax compliance part becomes far more difficult, especially have the U.S. Supreme Court’s recent seminal decision in South Dakota v. Wayfair.  This program will provide you a practical guide to your client’s sale and use tax compliance obligations when they sell goods on the Internet. New world of state and local sales taxes on the Internet after South Dakota v. Wayfair How physical presence is not required to trigger a state’s taxing jurisdiction Activities that subject a remote seller to a state’s taxing jurisdiction “Cookie laws,” the Cloud, and other digital bases for nexus Understanding the financial, civil and potentially criminal risks of non-compliance Best practices for state and local tax compliance in an uncertain environment   Speakers: 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. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/18/2025
    Presented
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Course1

LIVE REPLAY: E-Commerce Tax: Issues When Your Client Sells Good or Services Online

$89.00

Anytime your client’s business sells goods online, they may be required to calculate, collect and remint sales and use taxes for the buyer’s state. If the business sells nationally, they are potentially liable for collecting taxes in more than 7,000 taxing jurisdictions nationwide, even if they have no physical presence in those jurisdictions and markets.  As e-commerce become easier and more cost effective, the tax compliance part becomes far more difficult, especially have the U.S. Supreme Court’s recent seminal decision in South Dakota v. Wayfair.  This program will provide you a practical guide to your client’s sale and use tax compliance obligations when they sell goods on the Internet. New world of state and local sales taxes on the Internet after South Dakota v. Wayfair How physical presence is not required to trigger a state’s taxing jurisdiction Activities that subject a remote seller to a state’s taxing jurisdiction “Cookie laws,” the Cloud, and other digital bases for nexus Understanding the financial, civil and potentially criminal risks of non-compliance Best practices for state and local tax compliance in an uncertain environment   Speakers: 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. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/18/2025
    Presented
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Assuming Liabilities/Debt in Transactions: Tricks and Traps

$89.00

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. 

  • MP3 Download
    Format
  • 60
    Minutes
  • 8/19/2025
    Avail. Until
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Course1

Secured Transactions/UCC 9 Masterclass: Soup to Nuts, Part 1

$89.00

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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/19/2025
    Presented
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Course1

Secured Transactions/UCC 9 Masterclass: Soup to Nuts, Part 1

$89.00

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.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/19/2025
    Presented
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Course1

Secured Transactions/UCC 9 Masterclass: Soup to Nuts, Part 2

$89.00

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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/20/2025
    Presented
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Course1

Secured Transactions/UCC 9 Masterclass: Soup to Nuts, Part 2

$89.00

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.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/20/2025
    Presented
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Course1

Good Faith and Fair Dealing in Business Transactions: Litigation Risks

$89.00

When business transactions go bad – either because they fail on their own terms or they never reach the closing table – there are often recriminations, accusations of bad-faith and threats of litigation.  The parties negotiating these transactions are subject to certain standards of conduct which, if violated, give rise to liability. Various theories of liability exist, including breach of the duty of good faith and fair dealing, negligent or fraudulent misrepresentation, and interference with a business expectancy. This program will provide you with real-world guide to the standards of conduct in business transactions and your clients can mitigate risk of liability.   Sources of fiduciary standards in negotiating, drafting and closing business transactions How fiduciary standards are commonly breached in transactions Role of business torts, including negligent and fraudulent misrepresentation, interference with a business expectancy Risks of litigation and practical remedies – damages, rescission, specific performance Special duties in closely held businesses, including misappropriation of company opportunities   Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 8/23/2025
    Avail. Until
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Sophisticated Choice of Entity, Part 1

$89.00

Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.    Day 1: Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.   Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/27/2025
    Presented
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Course1

Sophisticated Choice of Entity, Part 1

$89.00

Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.    Day 1: Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.   Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 8/27/2025
    Presented
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Course1

Sophisticated Choice of Entity, Part 2

$89.00

Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.    Day 1:  Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights   Day 2:  Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.   Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 8/28/2025
    Presented
SEE MORE