Course1

Basics of Cyber-Attack Liability and Protecting Clients Interests

$79.00

Every company that stores files in the cloud, has a Web site, or engages in e-commerce is a data breach waiting to happen. Cyber attacks have become more frequent and more sophisticated, breaching even federal security agencies and global finance companies.  Every smaller company is constructively on notice that they may the next victim of a malicious breach. When that happens, clients often turn to their lawyers and ask, what now and are we liable? This program will provide lawyers with a real world guide to advising clients about data breaches – what they are, how to protect themselves legally, and what to do if it’s too late. Framework of law of cyber security – sources of liability under federal and state law What constitutes a data breach and your client’s obligation to protect against breaches Data breach notification laws – what must you disclose and when Risk of private causes of action and best practices to avoid Policies, processes and agreements to protect against – or respond to a data breach   Speaker: Sue C. Friedberg is a partner in the Pittsburg office of Buchanan, Ingersoll & Rooney, PC, where she is co-chair of Buchan’s Cyber Security and Data Protection Group.  She advises clients about rapidly evolving standards of care for safeguarding confidential information and responding effectively to security incidents that threaten to compromise their valuable or protected information.  She helps clients asses their data security risks and capabilities, develop information security programs, design incident response plans and prepare and update contracts. Ms. Friedberg earned her B.S., magna cum laude, from Georgetown University and her J.D., cum laude, from the University of Pittsburg School of law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
    Avail. Until
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Course1

Drafting Stockholder Agreements, Part 2

$79.00

Stockholders’ agreements are the most important operational documents for closely held companies.Boards of directors may be established and stock authorized by Articles of Incorporation, but stockholders’ agreements are where the practical allocation of voting power and economic rights are defined. These agreements determine access to information about the company, how major corporate decisions are approved, distribution policy, and often impose restrictions on the transfer of stock.  In the context of S Corporations, these agreements take on even more importance in the form of various restrictions to ensure the corporation does not lose its pass-through status for federal income tax purposes. This program will provide you with a guide to planning and drafting the most essential provisions of stockholders’ agreements for C and S corporations.   Day 1: Practical uses of stockholders’ agreements Management and voting rights – what events trigger a vote and by whom Economic rights – distributions, taxes, and liquidations Information rights – access to operational, financial and tax information   Day 2: Restrictions on transferability and mechanisms to buy/sell restricted stock Valuation methodologies for stock that does not have a liquid market Protective provisions for S Corps – preventing transfers to ineligible holders Provisions for approving the termination an S Corp election Close corporations and the ability to govern the company without a board of directors   Speaker:

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
    Avail. Until
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Course1

Drafting Stockholder Agreements, Part 1

$79.00

  Stockholders’ agreements are the most important operational documents for closely held companies.Boards of directors may be established and stock authorized by Articles of Incorporation, but stockholders’ agreements are where the practical allocation of voting power and economic rights are defined. These agreements determine access to information about the company, how major corporate decisions are approved, distribution policy, and often impose restrictions on the transfer of stock.  In the context of S Corporations, these agreements take on even more importance in the form of various restrictions to ensure the corporation does not lose its pass-through status for federal income tax purposes. This program will provide you with a guide to planning and drafting the most essential provisions of stockholders’ agreements for C and S corporations.  Day 1: Practical uses of stockholders’ agreements Management and voting rights – what events trigger a vote and by whom Economic rights – distributions, taxes, and liquidations Information rights – access to operational, financial and tax information   Day 2: Restrictions on transferability and mechanisms to buy/sell restricted stock Valuation methodologies for stock that does not have a liquid market Protective provisions for S Corps – preventing transfers to ineligible holders Provisions for approving the termination an S Corp election Close corporations and the ability to govern the company without a board of directors   Speaker:    

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
    Avail. Until
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Course1

Arbitration Clauses in Business Agreements

$79.00

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

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
    Avail. Until
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Course1

"I Want Out!": Exit Rights in Business Agreements

$79.00

A client investment in an operating business, particularly a minority stake, is only as good as its liquidity.  If a client cannot readily sell his or her ownership stake at fair market value, it has little real value. The key to ensuring liquidity is contractually creating a private market for the ownership stake.  This market can come in the form of requiring other stakeholders, including the majority owner, to buy the minority stake at a mutually agreeable price, or creating other mechanisms for selling the stake to third parties. Without these contract rights, a stakeholder has no liquidity and is stuck. This program will provide you with a practical to planning and drafting contractual liquidity rights in closely held companies. Planning and drafting liquidity rights in closely held companies Counseling clients about the limitations and risks of liquidity in closely held companies Framework of alternatives for determining most appropriate liquidity rights “Texas standoff” or “Russian roulette” – opportunities, risks and tradeoffs Drafting “tag-along” and “drag-along” rights – practical uses and drawbacks How to think about valuing closely held ownership stakes   Speaker: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.  Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/23/2021
    Avail. Until
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Course1

Planning with S Corps, Part 2

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/18/2020
    Presented
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Course1

Planning with S Corps, Part 2

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/18/2020
    Presented
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Course1

Planning with S Corps, Part 1

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/17/2020
    Presented
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Course1

Planning with S Corps, Part 1

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/17/2020
    Presented
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Course1

Business Divorce, Part 2

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/2/2020
    Presented
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Course1

Business Divorce, Part 2

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/2/2020
    Presented
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Course1

Business Divorce, Part 1

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/1/2020
    Presented
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Course1

Business Divorce, Part 1

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/1/2020
    Presented
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Course1

Drafting Supply Agreements

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/18/2020
    Presented
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Course1

Drafting Supply Agreements

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/18/2020
    Presented
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Course1

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

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/20/2020
    Presented
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Course1

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

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/20/2020
    Presented
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Course1

The Ins-and-Out of Licensing Technology, Part 2

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/7/2020
    Presented
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Course1

The Ins-and-Out of Licensing Technology, Part 2

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/7/2020
    Presented
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Course1

The Ins-and-Out of Licensing Technology, Part 1

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/6/2020
    Presented
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Course1

The Ins-and-Out of Licensing Technology, Part 1

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/6/2020
    Presented
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Course1

Letters of Intent in Business Transactions

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/2/2020
    Presented
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Course1

Letters of Intent in Business Transactions

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/2/2020
    Presented
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Course1

Buying, Selling and Exchanging Partnership and LLC Interests

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/29/2020
    Presented
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Course1

Buying, Selling and Exchanging Partnership and LLC Interests

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 9/29/2020
    Presented
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Course1

Planning with Single Member LLCs, Part 2

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/10/2020
    Presented
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Course1

Planning with Single Member LLCs, Part 2

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 9/10/2020
    Presented
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Course1

Planning with Single Member LLCs, Part 1

$79.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/9/2020
    Presented
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Course1

Planning with Single Member LLCs, Part 1

$79.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 9/9/2020
    Presented
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Course1

LIVE REPLAY: Raising Capital: Private Placements Agreements for Closely Held Companies, Part 2

$79.00

Private placement of equity and debt is essential to financing the growth and development of businesses of every size.  Whenever a client issue stock or other ownership interests in a C Corp S Corp or LLC they are subject to a complex network of federal and state securities regulations.  This program will provide you with a practical guide to the fundamentals of private placements including the types of private placements the dollar amount and investor limitations on each type of private placement under securities law drafting the relevant documents and practical tips on accessing the capital market and for successful placements.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 9/4/2020
    Presented
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