Course1

LIVE REPLAY: 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
  • 4/1/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: 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
  • 4/1/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: 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
  • 4/2/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: 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. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/2/2026
    Presented
SEE MORE
Course1

Fundamentals of Licensing Technology, Part 1

$89.00

Licenses are complex agreements governing the use of software, technology and other inventions.  Most companies depend on technology it licenses to create operate and create value.  But these complex instruments are also traps for the unwary, blending how and when the licensed technology can be used, in what territory, and by whom.  Licenses also incorporate sprawling indemnity and damages provisions. Carefully drafted, negotiated or reviewed, licenses can be the fount of great value. But their complexity is also fraught with traps.  This program will provide you with an intermediate-level guide to drafting and reviewing the most important provisions of licenses, including scope of use, property ownership and adaptation, royalties, warranties and indemnity, and remedies. Day 1: Drafting and reviewing the most important provisions of client licenses Defining the scope of the license – usage, territory, time and updates Royalties – different structures and audits Warranties in licensing – implied and express Protecting the exchange of confidential information – employee issues and trade secrets   Day 2: Remedies on breach – financial liability and specific performance Indemnity – scope of obligation, exclusions, mechanics, remedies/triggers Limitation of liability – forms liability and failure of essential purpose Risk management – insurance, escrow, force majeure IP diligence – what to look for and red flags   Speaker: Matt McKinney is a partner in the Denver office of Koenig, Oelsner, Taylor, Schoenfeld & Gaddis P.C., where his practice focuses on structuring and negotiating complex commercial and technology transactions and representing companies in intellectual property and technology-related matters.  He is experienced with a wide range of contracts regarding the commercialization and protection of intellectual property including software, content, patent and trademark licenses, and software as a service (SaaS) agreements.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/11/2026
    Avail. Until
SEE MORE
Course1

Fundamentals of Licensing Technology, Part 2

$89.00

Licenses are complex agreements governing the use of software, technology and other inventions.  Most companies depend on technology it licenses to create operate and create value.  But these complex instruments are also traps for the unwary, blending how and when the licensed technology can be used, in what territory, and by whom.  Licenses also incorporate sprawling indemnity and damages provisions. Carefully drafted, negotiated or reviewed, licenses can be the fount of great value. But their complexity is also fraught with traps.  This program will provide you with an intermediate-level guide to drafting and reviewing the most important provisions of licenses, including scope of use, property ownership and adaptation, royalties, warranties and indemnity, and remedies. Day 1: Drafting and reviewing the most important provisions of client licenses Defining the scope of the license – usage, territory, time and updates Royalties – different structures and audits Warranties in licensing – implied and express Protecting the exchange of confidential information – employee issues and trade secrets   Day 2: Remedies on breach – financial liability and specific performance Indemnity – scope of obligation, exclusions, mechanics, remedies/triggers Limitation of liability – forms liability and failure of essential purpose Risk management – insurance, escrow, force majeure IP diligence – what to look for and red flags   Speaker: Matt McKinney is a partner in the Denver office of Koenig, Oelsner, Taylor, Schoenfeld & Gaddis P.C., where his practice focuses on structuring and negotiating complex commercial and technology transactions and representing companies in intellectual property and technology-related matters.  He is experienced with a wide range of contracts regarding the commercialization and protection of intellectual property including software, content, patent and trademark licenses, and software as a service (SaaS) agreements.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/12/2026
    Avail. Until
SEE MORE
Course1

Fundamentals of Licensing Technology, Part 1

$89.00

Enter the complex world of technology licensing where intellectual property rights meet commercial reality in transactions that can determine the success or failure of innovative businesses. This foundational program provides essential guidance on the legal and business principles governing technology transfer agreements. Master the fundamental concepts that drive successful licensing relationships in our technology-driven economy.   Understand different types of intellectual property and their licensing implications and restrictions Structure licensing arrangements that balance licensor control with licensee commercial freedom Draft essential licensing provisions including grant clauses, territory restrictions, and exclusivity terms Navigate initial licensing negotiations and due diligence requirements for technology transfer agreements   Speaker: Roger J. Dodd has active offices in Park City, Utah (Dodd & Kuendig), Valdosta, Georgia (Dodd and Burnham), and Jacksonville, Florida (Spohrer and Dodd) where he practices trial work of all types. This includes personal injury, wrongful death, criminal defense, and domestic relations. He has been listed in Best Lawyers for more than 20 years. He is one of a handful of lawyers nationally who are listed in Super Lawyers in more than one state simultaneously (Georgia, Florida and Mountain States (5). He was Board Certified by the National Board of Trial Advocacy in Civil Trial Practice for more than 20 years and was a Board Certified in Criminal Trial Practice for more than 20 years. He acts as co-counsel all over the United States and in select foreign countries.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/14/2026
    Presented
SEE MORE
Course1

Fundamentals of Licensing Technology, Part 1

$89.00

Enter the complex world of technology licensing where intellectual property rights meet commercial reality in transactions that can determine the success or failure of innovative businesses. This foundational program provides essential guidance on the legal and business principles governing technology transfer agreements. Master the fundamental concepts that drive successful licensing relationships in our technology-driven economy.   Understand different types of intellectual property and their licensing implications and restrictions Structure licensing arrangements that balance licensor control with licensee commercial freedom Draft essential licensing provisions including grant clauses, territory restrictions, and exclusivity terms Navigate initial licensing negotiations and due diligence requirements for technology transfer agreements   Speaker: Roger J. Dodd has active offices in Park City, Utah (Dodd & Kuendig), Valdosta, Georgia (Dodd and Burnham), and Jacksonville, Florida (Spohrer and Dodd) where he practices trial work of all types. This includes personal injury, wrongful death, criminal defense, and domestic relations. He has been listed in Best Lawyers for more than 20 years. He is one of a handful of lawyers nationally who are listed in Super Lawyers in more than one state simultaneously (Georgia, Florida and Mountain States (5). He was Board Certified by the National Board of Trial Advocacy in Civil Trial Practice for more than 20 years and was a Board Certified in Criminal Trial Practice for more than 20 years. He acts as co-counsel all over the United States and in select foreign countries.

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/14/2026
    Presented
SEE MORE
Course1

Fundamentals of Licensing Technology, Part 2

$89.00

Build on foundational licensing concepts with advanced strategies for complex technology transfer arrangements and specialized licensing scenarios. This program addresses sophisticated licensing structures, international considerations, and emerging technology challenges that define modern licensing practice. Develop the specialized expertise required to handle cutting-edge technology licensing transactions in today's global marketplace.     Master complex licensing structures including cross-licensing, patent pools, and standard essential patents Address international licensing considerations including export controls and foreign investment restrictions Navigate emerging technology challenges including AI licensing, data rights, and cloud-based services Structure licensing arrangements for university technology transfer and startup licensing scenarios   Speaker: Roger J. Dodd has active offices in Park City, Utah (Dodd & Kuendig), Valdosta, Georgia (Dodd and Burnham), and Jacksonville, Florida (Spohrer and Dodd) where he practices trial work of all types. This includes personal injury, wrongful death, criminal defense, and domestic relations. He has been listed in Best Lawyers for more than 20 years. He is one of a handful of lawyers nationally who are listed in Super Lawyers in more than one state simultaneously (Georgia, Florida and Mountain States (5). He was Board Certified by the National Board of Trial Advocacy in Civil Trial Practice for more than 20 years and was a Board Certified in Criminal Trial Practice for more than 20 years. He acts as co-counsel all over the United States and in select foreign countries.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/15/2026
    Presented
SEE MORE
Course1

Fundamentals of Licensing Technology, Part 2

$89.00

Build on foundational licensing concepts with advanced strategies for complex technology transfer arrangements and specialized licensing scenarios. This program addresses sophisticated licensing structures, international considerations, and emerging technology challenges that define modern licensing practice. Develop the specialized expertise required to handle cutting-edge technology licensing transactions in today's global marketplace.     Master complex licensing structures including cross-licensing, patent pools, and standard essential patents Address international licensing considerations including export controls and foreign investment restrictions Navigate emerging technology challenges including AI licensing, data rights, and cloud-based services Structure licensing arrangements for university technology transfer and startup licensing scenarios   Speaker: Roger J. Dodd has active offices in Park City, Utah (Dodd & Kuendig), Valdosta, Georgia (Dodd and Burnham), and Jacksonville, Florida (Spohrer and Dodd) where he practices trial work of all types. This includes personal injury, wrongful death, criminal defense, and domestic relations. He has been listed in Best Lawyers for more than 20 years. He is one of a handful of lawyers nationally who are listed in Super Lawyers in more than one state simultaneously (Georgia, Florida and Mountain States (5). He was Board Certified by the National Board of Trial Advocacy in Civil Trial Practice for more than 20 years and was a Board Certified in Criminal Trial Practice for more than 20 years. He acts as co-counsel all over the United States and in select foreign countries.

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/15/2026
    Presented
SEE MORE
Course1

"Boilplate" Provisions in Business and Commercial Contracts: Traps for the Unwary

$89.00

The “back of the book” provisions of common business, commercial and real estate agreements are often labeled “boilerplate,” copied and pasted from earlier agreements. But when disputes arise, these overlooked provisions – related to damages, choice of law and forum, notice, integration, and amendments – can determine the fate transaction. These provisions, if not closely examined in the context of every agreement, can provide grounds for litigation – or threats of litigation. This program will provide you with a practical guide to drafting essential “boilerplate” provisions with an emphasis on reducing risk.   Damages – types, limitations, drafting traps Choice of law/choice of forum – what the law allows v. what parties prefer Amendments – forms of written amendments, email, and course of dealing Notice – adapting methods to digital communication, traps Integration – conversations, extraneous writings, and assumptions Speaker: Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues.  Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen.  She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions.  She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 4/18/2026
    Avail. Until
SEE MORE
Course1

"Boilerplate" Provisions in Business and Commercial Contracts: Traps for the Unwary

$89.00

Discover how seemingly standard contract provisions can determine the outcome of major business disputes and create unexpected liability exposure for unsuspecting parties. This eye-opening program examines the critical importance of carefully crafting provisions often relegated to form files and template documents. Transform routine contract language into strategic advantage while avoiding hidden pitfalls that catch experienced practitioners off guard.   Identify integration clauses, modification provisions, and waiver language that can void important client protections Navigate choice of law and forum selection provisions that determine where and how disputes will be resolved Address notice provisions and cure periods that can affect client rights in breach and default situations Master indemnification, limitation of liability, and force majeure clauses that allocate risk in unexpected ways   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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/21/2026
    Presented
SEE MORE
Course1

"Boilerplate" Provisions in Business and Commercial Contracts: Traps for the Unwary

$89.00

Discover how seemingly standard contract provisions can determine the outcome of major business disputes and create unexpected liability exposure for unsuspecting parties. This eye-opening program examines the critical importance of carefully crafting provisions often relegated to form files and template documents. Transform routine contract language into strategic advantage while avoiding hidden pitfalls that catch experienced practitioners off guard.   Identify integration clauses, modification provisions, and waiver language that can void important client protections Navigate choice of law and forum selection provisions that determine where and how disputes will be resolved Address notice provisions and cure periods that can affect client rights in breach and default situations Master indemnification, limitation of liability, and force majeure clauses that allocate risk in unexpected ways   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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 4/21/2026
    Presented
SEE MORE
Course1

Security Interests in LLCs and Partnerships

$89.00

Navigate the complex intersection of entity law and secured transactions where traditional UCC concepts meet the unique characteristics of business entity ownership interests. This specialized program addresses the challenges of creating, perfecting, and enforcing security interests in LLC and partnership interests. Master the evolving legal landscape governing secured transactions involving alternative business entities.   Understand the unique characteristics of LLC and partnership interests affecting security interest creation Navigate perfection requirements and priority rules specific to entity ownership interests Address practical enforcement challenges including charging orders and foreclosure procedures Navigate the interplay between entity operating agreements and security interest documentation   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
  • 4/22/2026
    Presented
SEE MORE
Course1

Security Interests in LLCs and Partnerships

$89.00

Navigate the complex intersection of entity law and secured transactions where traditional UCC concepts meet the unique characteristics of business entity ownership interests. This specialized program addresses the challenges of creating, perfecting, and enforcing security interests in LLC and partnership interests. Master the evolving legal landscape governing secured transactions involving alternative business entities.   Understand the unique characteristics of LLC and partnership interests affecting security interest creation Navigate perfection requirements and priority rules specific to entity ownership interests Address practical enforcement challenges including charging orders and foreclosure procedures Navigate the interplay between entity operating agreements and security interest documentation   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
  • 4/22/2026
    Presented
SEE MORE
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. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/28/2026
    Presented
SEE MORE
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
  • 4/28/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Private Placement Agreements, Part 1

$89.00

Dive into the complexities of private placement agreements in this two-part series designed to provide a comprehensive understanding of their structure, legal requirements, and practical applications. This program covers the essential elements of drafting, negotiating, and ensuring compliance with securities regulations, with a focus on current trends and common pitfalls. Attendees will gain valuable strategies for advising clients, mitigating risks, and structuring agreements tailored to unique business needs. Whether you're new to securities law or a seasoned practitioner, this series offers insights to strengthen your practice.   Part 1:   An overview of private placement agreements: critical elements and their importance. Regulatory compliance essentials under federal and state securities laws. Best practices for identifying and advising on exemptions from registration under Regulation D. The role of offering memorandums and disclosure obligations in private placements.   Part 2: Key negotiation strategies for private placement agreements, focusing on investor protections. Common pitfalls in private placement transactions and strategies to address them. Enforcement risks, including SEC scrutiny and how to avoid compliance missteps. Real-world case studies of successful and problematic private placement agreements.   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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/29/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Private Placement Agreements, Part 1

$89.00

Dive into the complexities of private placement agreements in this two-part series designed to provide a comprehensive understanding of their structure, legal requirements, and practical applications. This program covers the essential elements of drafting, negotiating, and ensuring compliance with securities regulations, with a focus on current trends and common pitfalls. Attendees will gain valuable strategies for advising clients, mitigating risks, and structuring agreements tailored to unique business needs. Whether you're new to securities law or a seasoned practitioner, this series offers insights to strengthen your practice.   Part 1:   An overview of private placement agreements: critical elements and their importance. Regulatory compliance essentials under federal and state securities laws. Best practices for identifying and advising on exemptions from registration under Regulation D. The role of offering memorandums and disclosure obligations in private placements.   Part 2: Key negotiation strategies for private placement agreements, focusing on investor protections. Common pitfalls in private placement transactions and strategies to address them. Enforcement risks, including SEC scrutiny and how to avoid compliance missteps. Real-world case studies of successful and problematic private placement agreements.   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
  • 4/29/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Private Placement Agreements, Part 2

$89.00

Dive into the complexities of private placement agreements in this two-part series designed to provide a comprehensive understanding of their structure, legal requirements, and practical applications. This program covers the essential elements of drafting, negotiating, and ensuring compliance with securities regulations, with a focus on current trends and common pitfalls. Attendees will gain valuable strategies for advising clients, mitigating risks, and structuring agreements tailored to unique business needs. Whether you're new to securities law or a seasoned practitioner, this series offers insights to strengthen your practice.   Part 1:   An overview of private placement agreements: critical elements and their importance. Regulatory compliance essentials under federal and state securities laws. Best practices for identifying and advising on exemptions from registration under Regulation D. The role of offering memorandums and disclosure obligations in private placements.   Part 2: Key negotiation strategies for private placement agreements, focusing on investor protections. Common pitfalls in private placement transactions and strategies to address them. Enforcement risks, including SEC scrutiny and how to avoid compliance missteps. Real-world case studies of successful and problematic private placement agreements.   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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 4/30/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Private Placement Agreements, Part 2

$89.00

Dive into the complexities of private placement agreements in this two-part series designed to provide a comprehensive understanding of their structure, legal requirements, and practical applications. This program covers the essential elements of drafting, negotiating, and ensuring compliance with securities regulations, with a focus on current trends and common pitfalls. Attendees will gain valuable strategies for advising clients, mitigating risks, and structuring agreements tailored to unique business needs. Whether you're new to securities law or a seasoned practitioner, this series offers insights to strengthen your practice.   Part 1:   An overview of private placement agreements: critical elements and their importance. Regulatory compliance essentials under federal and state securities laws. Best practices for identifying and advising on exemptions from registration under Regulation D. The role of offering memorandums and disclosure obligations in private placements.   Part 2: Key negotiation strategies for private placement agreements, focusing on investor protections. Common pitfalls in private placement transactions and strategies to address them. Enforcement risks, including SEC scrutiny and how to avoid compliance missteps. Real-world case studies of successful and problematic private placement agreements.   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
  • 4/30/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Contracts in Crisis: MAC Clauses Acts of God, and Planning for the Unexpected

$89.00

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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/5/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Contracts in Crisis: MAC Clauses Acts of God, and Planning for the Unexpected

$89.00

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.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/5/2026
    Presented
SEE MORE
Course1

Closely Held Company Merger & Acquisitions, Part 1

$89.00

Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2:  Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/8/2026
    Avail. Until
SEE MORE
Course1

LIVE REPLAY: Privacy Law 2025: An Update

$89.00

Stay ahead of the curve with this comprehensive update on privacy laws in 2025. This session covers new federal and state privacy legislation, emerging regulatory trends, and the evolving expectations for businesses handling personal data. Learn how to keep your clients compliant in an increasingly complex regulatory environment. Highlights: Key updates to federal and state privacy laws. The impact of international privacy regulations, including GDPR. Best practices for data protection and breach response. Emerging trends in privacy litigation. Tools for advising clients on compliance and risk mitigation.   Speakers: TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/8/2026
    Presented
SEE MORE
Course1

LIVE REPLAY: Privacy Law 2025: An Update

$89.00

Stay ahead of the curve with this comprehensive update on privacy laws in 2025. This session covers new federal and state privacy legislation, emerging regulatory trends, and the evolving expectations for businesses handling personal data. Learn how to keep your clients compliant in an increasingly complex regulatory environment. Highlights: Key updates to federal and state privacy laws. The impact of international privacy regulations, including GDPR. Best practices for data protection and breach response. Emerging trends in privacy litigation. Tools for advising clients on compliance and risk mitigation.   Speakers: TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/8/2026
    Presented
SEE MORE
Course1

Closely Held Company Merger & Acquisitions, Part 2

$89.00

Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation   Day 2:  Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/9/2026
    Avail. Until
SEE MORE
Course1

Intellectual Property & AI Issues in M&A, Part 1

$89.00

Navigate the evolving landscape of intellectual property due diligence and risk assessment as artificial intelligence transforms both deal evaluation and asset valuation in M&A transactions. This cutting-edge program addresses the unique challenges of identifying, valuing, and transferring IP assets in an AI-driven economy. Master the foundational concepts necessary for competent IP due diligence in modern M&A practice.   Conduct comprehensive IP due diligence including patent portfolios, trade secrets, and AI training data rights Understand valuation methodologies for AI-related intellectual property and data assets Address ownership and licensing issues affecting AI systems and machine learning algorithms Navigate regulatory compliance requirements affecting AI technology transfers in M&A transactions Speakers: Camilla Tobon advises clients on privacy and data security compliance, AI governance, and incident response, drawing on deep knowledge of global data-protection and AI regulations. As director of Shook’s Privacy Compliance and AI Governance Task Forces, she helps organizations manage risk while supporting business objectives, developing streamlined governance practices, embedding privacy and responsible-AI principles into operations, and guiding companies through U.S. and international regulatory requirements. She also assesses privacy and cybersecurity risk, implements proactive safeguards, and assists with investigations, including business email compromise incidents. Camila counsels companies of all sizes on AI governance—creating responsible-use policies, advising on data governance and retention for AI training, and ensuring compliance with consumer-rights obligations. One of the earliest to earn the IAPP’s AIGP certification, she also holds the PLS, FIP, CIPP/E, CIPP/US, and CIPM credentials, and frequently speaks on privacy, AI, and cybersecurity at industry and bar-association events   Elizabeth Manno focuses on technology disputes, including patent infringement, licensing, trade secrets, and other IP litigation. Elizabeth represents leading companies in technology fields including media streaming, software, semiconductors, GPS, wireless devices, internet-of-things, artificial intelligence, and medical devices. She also counsels companies on creating, maintaining, and maximizing the benefits of their IP portfolios. With her holistic approach, Elizabeth provides a steady hand and sound advice at every phase of disputes. She provides pre-suit counseling to help achieve the clients’ goals without litigation. When litigation is necessary, she leads teams toward success and is an especially strong advocate in oral arguments and on appeal.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/11/2026
    Presented
SEE MORE
Course1

Intellectual Property & AI Issues in M&A, Part 1

$89.00

Navigate the evolving landscape of intellectual property due diligence and risk assessment as artificial intelligence transforms both deal evaluation and asset valuation in M&A transactions. This cutting-edge program addresses the unique challenges of identifying, valuing, and transferring IP assets in an AI-driven economy. Master the foundational concepts necessary for competent IP due diligence in modern M&A practice.   Conduct comprehensive IP due diligence including patent portfolios, trade secrets, and AI training data rights Understand valuation methodologies for AI-related intellectual property and data assets Address ownership and licensing issues affecting AI systems and machine learning algorithms Navigate regulatory compliance requirements affecting AI technology transfers in M&A transactions Speakers: Camilla Tobon advises clients on privacy and data security compliance, AI governance, and incident response, drawing on deep knowledge of global data-protection and AI regulations. As director of Shook’s Privacy Compliance and AI Governance Task Forces, she helps organizations manage risk while supporting business objectives, developing streamlined governance practices, embedding privacy and responsible-AI principles into operations, and guiding companies through U.S. and international regulatory requirements. She also assesses privacy and cybersecurity risk, implements proactive safeguards, and assists with investigations, including business email compromise incidents. Camila counsels companies of all sizes on AI governance—creating responsible-use policies, advising on data governance and retention for AI training, and ensuring compliance with consumer-rights obligations. One of the earliest to earn the IAPP’s AIGP certification, she also holds the PLS, FIP, CIPP/E, CIPP/US, and CIPM credentials, and frequently speaks on privacy, AI, and cybersecurity at industry and bar-association events   Elizabeth Manno focuses on technology disputes, including patent infringement, licensing, trade secrets, and other IP litigation. Elizabeth represents leading companies in technology fields including media streaming, software, semiconductors, GPS, wireless devices, internet-of-things, artificial intelligence, and medical devices. She also counsels companies on creating, maintaining, and maximizing the benefits of their IP portfolios. With her holistic approach, Elizabeth provides a steady hand and sound advice at every phase of disputes. She provides pre-suit counseling to help achieve the clients’ goals without litigation. When litigation is necessary, she leads teams toward success and is an especially strong advocate in oral arguments and on appeal.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/11/2026
    Presented
SEE MORE
Course1

Intellectual Property & AI Issues in M&A, Part 2

$89.00

Advance your IP and AI expertise with sophisticated strategies for complex technology acquisitions and specialized intellectual property transfer scenarios. This program builds on foundational concepts to address challenging situations including international IP portfolios, open source compliance, and emerging AI regulatory frameworks. Develop the specialized knowledge required for cutting-edge technology M&A transactions.   Master complex AI IP structures including joint development agreements and technology partnerships Address international IP compliance including export controls and foreign investment review processes Navigate open source software compliance and licensing obligations in AI system acquisitions Structure representations, warranties, and indemnification provisions specific to AI and emerging technologies   Speakers: Camilla Tobon advises clients on privacy and data security compliance, AI governance, and incident response, drawing on deep knowledge of global data-protection and AI regulations. As director of Shook’s Privacy Compliance and AI Governance Task Forces, she helps organizations manage risk while supporting business objectives, developing streamlined governance practices, embedding privacy and responsible-AI principles into operations, and guiding companies through U.S. and international regulatory requirements. She also assesses privacy and cybersecurity risk, implements proactive safeguards, and assists with investigations, including business email compromise incidents. Camila counsels companies of all sizes on AI governance—creating responsible-use policies, advising on data governance and retention for AI training, and ensuring compliance with consumer-rights obligations. One of the earliest to earn the IAPP’s AIGP certification, she also holds the PLS, FIP, CIPP/E, CIPP/US, and CIPM credentials, and frequently speaks on privacy, AI, and cybersecurity at industry and bar-association events   Elizabeth Manno focuses on technology disputes, including patent infringement, licensing, trade secrets, and other IP litigation. Elizabeth represents leading companies in technology fields including media streaming, software, semiconductors, GPS, wireless devices, internet-of-things, artificial intelligence, and medical devices. She also counsels companies on creating, maintaining, and maximizing the benefits of their IP portfolios. With her holistic approach, Elizabeth provides a steady hand and sound advice at every phase of disputes. She provides pre-suit counseling to help achieve the clients’ goals without litigation. When litigation is necessary, she leads teams toward success and is an especially strong advocate in oral arguments and on appeal.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/12/2026
    Presented
SEE MORE