CLE Seminars

Ethics for Business Lawyers
Tuesday, November 29/10:00–11:00 AM
Audio Webcast

Lawyers who advise businesses on transactions or negotiatie 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.

  • Identifying your client in a variety of transactional contexts – the company v. its managers?
  • Conflicts of interest in representing both sides of a transaction
  • Ethical issues in transactional negotiations and communications with represented parties
  • Representing clients you know to be dishonest and reporting wrong-doing “up and out”

Registration ($65)

Liquidation: Legal Issues When a Client Decides to Close a Business
Wednesday, 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.

  • Statutory bases for voluntary LLC dissolution and how they are triggered by members
  • Judicial/non-voluntary bases for LLC dissolution
  • Planning for eventual dissolution of an LLC in buy/sell agreements
  • Process of dissolution, winding up and termination – and practical consequences of each step
  • Drafting statements of dissolution
  • Summary of tax consequences of distributions of various type of property

Registration ($65)

Buying, Selling and Exchanging Partnership and LLC Interests
Tuesday, December 6/10:00–11:00 AM

Audio Webcast
As LLCs have become the default choice of entity for most businesses, sales and exchanges of LLC membership interests are commonplace. Despite the frequency of sales and exchanges, exactly what rights of the seller the buyer succeeds to is often mistaken and these mistakes can lead to dispute and litigation. By default, transferees succeed only to the economic interests of the transferor. They do not succeed to the transferor’s governance rights. If governance rights are part of the underlying bargain, the consent of the LLC’s other members generally must be sought.  This program will provide you with a practical guide to drafting and planning for the sale and exchange of LLC interests.

  • Selling/exchanging LLC and partnership interests and effective alternatives
  • Succession to economic rights of seller v. management and information rights
  • Tax consequences to the entity and buyers/sellers in sales/exchanges of entity interests
  • Disguised sales of LLC/partnership interests – and techniques to avoid adverse tax impact
  • Constructive terminations and their adverse tax consequences
  • Distributions and other alternative to sales and exchanges of LLC/partnership interests

Registration ($65)

Rights of First Offer, First Refusal in Real Estate
Wednesday, December 7/10:00–11:00 AM

Audio Webcast
 Rights of first refusal and rights of first offer are frequently used in commercial real estate transactions, establishing rights to acquire property from a seller before it hits the market.  The practical effect of these tools is often to exert downward pressure on the price of the property and hamper development of a third-party market.  Rights of first refusal can help hasten a deal among buyers and sellers or landlords and tenants, thereby reducing costs, or they can be a costly waste of time. There are many subtle differences between rights of first refusal and rights of first offer, each with subtle tradeoffs for counter-parties that must be considered in context of a particular transaction.  This program will provide you with a practical guide to drafting rights of first refusal and rights of first offer in real estate.

More information & Registration

Piercing the Entity Veil: Individual Liability for Business Acts
Monday, December 12/10:00–11:00 AM

Audio Webcast
 One of the bedrock principles of business law is limited liability. The individual owners of an entity – shareholders of a corporation or members of a limited liability company – cannot be held personally liable for the debts or liabilities of the entity.  But the doctrine is not absolute.  There are many common law fact patterns that allow courts to pierce the entity veil – co-mingling of funds, using an entity as an alter ego, among others – and reach an individual person’s assets. There are also several sources of statutory authority allowing veil piercing. This program will provide you with a practical guide to common law, equitable, and statutory theories of piercing entity veils.

More information & Registration

Federal Legislative Update
December 27, 2022/Noon to 1:00 PM
Mark Prater, PricewaterhouseCoopers
Click here to register for this event.