The American Bar Association has an on-demand video library, which includes 500+ past CLE webinars.
Drafting Waivers of Conflicts of Interest
May 3/10:00–11:00 AM
Audio webcast
A bedrock principle of lawyer ethics is that lawyers owe their clients loyalty, free of conflicts of interest unless those conflicts are waived by a client in writing. Clients are entitled to zealous representation without the lawyer being conflicted by other representations or interests. When a conflict arises, the lawyer is required to decline the representation unless the conflict is waived by the client. But waivers are not always easily accomplished. They must be carefully drafted, particularly when it purports to be of an anticipated conflict, not an existing conflict. This program will provide you with a practical guide to the rules governing conflict waivers, types of waivers, and drafting tips.
Closely Held Company Merger & Acquisitions
May 7 & 8/10:00–11:00 AM (each day)
Audio webcast
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
Evidentiary Issues with Text and “Chat” Messages
May 9/10:00–11:00 AM
Audio webcast
Text messaging is mainstream. Clients generate virtual reams of data when they message with business partners, vendors, employees, and even public. This is a rich vein of electronically stored information that is potentially discoverable in formal litigation or pre-litigation. Because texting is so convenient, casual and almost reflexive, the caution clients exercise in other forms of communication are often disregarded when texting, including when they text with their lawyers. This program will provide you with a practical guide to obtaining text messages, the risks of discovery in litigation, and related issues.
How to Hold Business Interests in a Trust
May 15/10:00–11:00 AM
Audio webcast
There are tax and other benefits to holding a closely-held company or other business interests in a trust. But there are also substantial risks. Trusts are typically required to diversify their holdings. But when a company is held in a trust there is almost a highly concentrated, and thus risky, position. Similarly, holding real estate or nontraditional assets also involves issues of liquidity and proper fiduciary and income tax administration. This program will provide you with a real world guide placing business interests in a trust.
Solo & Small Firm Workshop: Law Firm Marketing 101
May 21/12:00–1:00 PM
Remote attendance only via Zoom
To grow your law practice, you need to have a plan to communicate the services you provide to the people who want to purchase your services. This CLE will cover basic marketing (such as branding, advertising, and sales) from the perspective of Steven Leskin, Leskin Law & Mediation, and Robert Wilkinson, Vulin Wilkinson LLC, two longtime Portland practitioners with very different practices. Topics will include networking, digital advertising, social media, and nurturing referral sources. Come spend an hour listening to how two attorneys have grown their practices.
Lawyer Ethics and Email
May 22/10:00–11:00 AM
Audio webcast
Email has become essential to law practice. Communications with clients and colleagues is practically impossible – and absolutely inefficient – without email. But the ubiquity of email may obscure many important ethical issues that arise when it is used in law practice, including issues related to confidentiality, metadata, and the attorney-client privilege. These and other substantial ethical questions will be discussed in this practical guide to the ethical issues when lawyers use email in their practices.
Drafting Business Service Agreements
May 23/10:00–11:00 AM
Audio webcast
Companies are increasingly focused on their “core competencies,” outsourcing all other functions – sales, bookkeeping, IT, customer and product support, warranty work – to third party professionals and their companies. Drafting agreements to capture this work is unlike drafting a conventional employment agreement. It requires a sophisticated understanding of the service, benchmarks for performance and reporting, and the protection of confidential business information. The underlying agreement must comprehend how all of these elements operate together. This program will provide you with a practical guide to drafting services agreements in business.
2024 Trust Litigation Update
May 31/10:00–11:00 AM
Audio webcast
The world is in the midst of the greatest transfer of wealth ever recorded. Baby Boomers retired with more wealth than any earlier generation and retired with more complicated family circumstances. This wealth and family complexity are giving rise to more trust litigation. This litigation includes the extent to which trust interests are reachable in divorce proceedings; fiduciary investment decisions, the handling of concentrated positions in closely held companies, and arguably tortious interference with trust interests. This program will review significant developments in fiduciary litigation.