The American Bar Association has an on-demand video library, which includes 500+ past CLE webinars.
This page was last updated 11/02/2024.
When Business Partners Want Out: Business Divorce
November 7 & 8/10:00 AM–11:00 AM each day
Audio webcast
Business divorce can be as complicated, costly and dramatic as traditional divorce. When owners of a closely-held company decide they cannot or will not work together anymore, there are several alternatives for achieving the separation – a division of assets among the owners, a buyout of one owner or several owners by a third party or by the company itself, or a complete or partial sale of the company. But these and other transactional forms come with risk – the risk that dividing the assets of an operating business will cause substantial destruction of value to the company or that strife will take its toll on operations and employees. This program will provide you with a practical guide to the alternatives for achieving a business divorce, planning the process, containing the risk and preserving value.
Day 1:
- Overview of techniques to accomplish a divorce – buy-sell arrangements, redemptions, compensation, employment separation and retirement plan techniques
- Special considerations when the divorce involves LLCs, S Corps or partnerships
- Valuation methods and disputes in a business divorce
- Techniques for financing a buyout as part of a business divorce
- Minimizing adverse tax consequences in a business divorce
Day 2:
- Compensation and retirement plan-based techniques for accomplishing a business divorce
- Special issues when a business divorce involves a distressed business
- Role of confidentiality, non-competition, and non-solicitation agreements as part of the divorce
- Important intellectual property issues, including customer lists, goodwill and trade secrets
- Preservation of valuable tax attributes
Common Area Maintenance, Insurance, and & Taxes Provisions in Commercial Leases
November 12/10:00 AM–11:00 AM
Audio webcast
Common area expenses (CAM) are part of virtually every office and retail lease. These expenses cover everything from parking lots and reception areas to common meeting spaces and restrooms. In triple net leases, landlords seek to recover these expenses from tenants. This can be a significant component of a tenant’s lease expense. The scope of CAM, caps or other limitations, and audit rights are highly negotiated. Landlords and lenders are often reluctant to give any concessions. This program will provide you with a practical guide to negotiating and drafting CAM provisions in commercial leases.
Multnomah County Presiding Court Update Nov. 2024
November 12/noon–1:00 PM
Remote attendance only via Zoom
Multnomah County Presiding Judge Judith Matarazzo and Trial Court Administrator Barbara Marcille will present an update on the state of the court and court operations. This seminar is designed for attorneys at all levels of experience and questions are strongly encouraged.
Ethics in Trust and Estate Practice
November 13/10:00–11:00 AM
Audio webcast
Trust and estate practice often sits at the intersection of money, aging clients, family drama, easy accusations of self-dealing and misdeeds, dispute – and anger. This turbulent combination of circumstances can put attorneys in difficult ethical spots. Questions about the competence of aging clients in combination with family drama can easily lead to ethical complaints and eventually litigation. There are also issues of decision-making authority and confidentiality if someone other than the client is paying for the representation. Conflicts of interest, especially where a longtime client may gift something to the attorney, are rife. This program will provide you with a practical guide to substantial ethical issues in trust and estate practice.
Joint Ventures in Real Estate
November 14/10:00–11:00 AM
Audio webcast
Real estate joint ventures leverage the capital and expertise of partners to develop and operate or sell projects of every size. These joint ventures can take different forms – contractual or entity-based – and often involve a complex mix of equity and debt, preferential returns, and various types of fees. Third parties, including contractors, may have profit participation rights. Real estate joint ventures are highly complex exercises in finance and risk management. This program will provide you with a real-world guide to types of real estate joint ventures, major capital structuring issues, and drafting the major provisions of the underlying documents.
Day 1:
- Entity selection for joint ventures
- Structing competing interests of investors, developers, and lenders
- Capital structure – getting the right mix of equity, mezzanine financing& long-term debt
- Initial and subsequent capital contributions of partners
Day 2:
- Management and information rights
- Guarantees issue in joint ventures
- Structuring ordinary and liquidating distributions
- Valuation and sales/exchanges of partnership interests
Ethics and Changing Law Firm Affiliation
November 20/10:00–11:00 AM
Audio webcast
When a lawyer moves from one firm to another, it can be a fairly dramatic event. The ethical issues for the lawyer and for his or her prior firm and new firm are substantial. There are issues of when and how to communicate to clients and whether it’s done by the lawyer or the firm. There are issues of ongoing matters and what to do with client files. In ongoing litigation or transactional matters, do lawyers withdraw pending a client decision about whether to move the matter to the lawyer’s next firm? Is withdrawal even permitted? There are also issues of conflicts of interest and how they are managed – for the lawyer who is changing law firm affiliation and for the firms involved. This program will provide you with a practical guide to ethical issues when lawyers change law firm affiliation.
Baskets and Escrow in Business Transactions
November 21/10:00–11:00 AM
Audio webcast
Identifying and hedging the risk of the unknown is one of the biggest risks in business documentation. If unknown liabilities arise – or known liabilities are greater than anticipated –parties want recourse to address the economic loss. “Caps” and “baskets” are used to address this problem. Caps are the total amount for which one party may be liable to the other party post-closing. “Baskets” are the amount of loss one party must incur, if any, before seeking recourse to the other party. The variations and interplay between caps and baskets can be highly complex. This program will provide you with a practical guide to the uses, types, and drafting traps of caps and baskets in business transactions.
Employment Law Torts
November 22/10:00–11:00 AM
Audio webcast
The workplace is deep with potential torts. Hiring can be a delicate balance of adequately investigating the background of an applicant without making legally prohibited searches or inquiries. Workplace supervision in a technologically interconnected age can easily give rise to claims of invasions of privacy. Workplace investigations, often involving conflicts among employees, can implicate claims of basis, discrimination, harassment, intentional infliction of emotional distress, defamation, and retaliation. At every stage of the employment process there are potential torts. This program will provide you with a practical guide to employer tort liability in the workplace.
Ethics for Business Lawyers
November 29/10:00–11:00 AM
Audio webcast
Lawyers advising businesses on transactions or negotiating on their behalf often confront a range of important ethical questions. The biggest is, who is your client? Often a company’s owners or managers will not understand the distinction between representing them and representing the company? There are also issues of identifying and clearing conflicts among clients when they are negotiating transaction. And what can a lawyer say or do when negotiating for a client? Also, lawyers are sometimes confronted with issues about what to do when clients are dishonest. This program will provide you with a real world guide to ethical issues when representing clients in business transactions.
Liquidation: Legal Issues When a Client Decides to Close a Business
November 30/10:00–11:00 AM
Audio webcast
Planning for an LLC’s eventual liquidation can be as important as formation. Well planned and efficient liquidations help LLC members preserve value. Messy liquidations are costly and rapidly diminish value. Whether triggered by a provision in a buy/sell agreement or on the basis of a statutory provision, liquidations are a process of marshaling assets, providing a variety of notices, satisfying debts and other liabilities, and eventually liquidating distributions to LLC members. When planned and managed effectively, the process can preserve substantial value for clients. This program will provide you with a practical guide to liquidations of LLCs.