Event Calendar

Monday, January 14, 2013 1:00 PM - 2:00 PM - Live Teleseminar: Planning and Drafting for Single Member LLCs, Part 1

jbrown — Mon, 14 Jan 2013 18:00:00 GMT

To register for this live teleseminar, please click here

About the Teleseminar

Single Member LLCs are frequently used in business planning and transactions to provide pass-through treatment for tax purposes and limited liability for state law purposes. They are seen as a simple and quick technique to accomplish several tax and non-tax goals with an emphasis on simplicity. But as with all planning and transactional techniques, Single Member LLCs come with tradeoffs and the simplicity is overstated. This program will cover the intricacies of planning and drafting for single-member LLCs, including formation and election issues, charging order issues, recent employment tax changes, incentive compensation issues, use in mergers and acquisitions and in like-kind exchanges, and more.

Day 1 – January 14, 2013:

Guide to major planning issues with Single Member LLCs
Use of Single Member LLCs in mergers and acquisitions
Incentive compensation for Single Member LLCs with employees
Risks of piercing the Single Member LLC veil and successor liability

About the Speakers

Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section. He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements). Mr. Immerman received his B.A., magna cum laude, from Carleton College, his M.A. from the University of Minnesota, and another M.A. and his Ph.D. from Princeton University, and his J.D. from Yale Law School.

Lee Lyman is a shareholder in the Atlanta office of Carlton Fields, where she has more than 20 years’ experience in corporate and real estate transactions. She provides corporate and transactional advice, with an emphasis on advising clients engaged in ongoing business transactions, including joint ventures, mergers and acquisitions, and business restructurings. She has extensive experience in LLC and partnership law, organization, structure, and operations. She has extensive experience structuring equity and debt financing for the acquisition, development and sale of real estate and in general corporate transactions. Ms. Lyman received her B.S. from Florida State University, her M.A. from the University of Pittsburg, and her J.D. from Duke University School of Law.

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE Credit Hour, including up to 1.0 Taxation Law Specialty Credit Hour - Tentative.

Tuesday, January 15, 2013 1:00 PM - 2:00 PM - Live Teleseminar: Planning and Drafting for Single Member LLCs, Part 2

jbrown — Tue, 15 Jan 2013 18:00:00 GMT

To register for this live teleseminar, please click here

About the Teleseminar

Day 2 – January 15, 2013:

Utilizing Single Member LLCs in real estate projects and deals, including like-kind exchanges
Charging order issues
Conversions to multi-members LLCs
Using Single Member LLCs as shareholders in S Corp
Transfer and state tax issues
Series LLC structures utilizing Single Member LLCs

About the Speakers

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE Credit Hour, including up to 1.0 Taxation Law Specialty Credit Hour - Tentative.

Wednesday, January 16, 2013 1:00 PM - 2:00 PM - Live Teleseminar Replay: Compensation Issues in Nonprofits

jbrown — Wed, 16 Jan 2013 18:00:00 GMT

To register for this live teleseminar replay, please click here

About the Teleseminar

The success of nonprofit organizations – in fulfilling their missions, growth and fundraising – depends as much on talented executives and managers as does the success of for-profit companies. But the methods and practices of structuring compensation policies and packages, as well as the tax rules applicable to those agreements, are different from those of for-profit companies. The options available to non-profits and exempt organizations are narrower, the tax rules tighter and the regulatory oversight greater than in traditional business organizations. This program will provide you with a real-world guide to major issues in structuring compensation policies and practices in non-profit and exempt organizations and discuss negotiating and drafting effective contracts with and for nonprofit executives and managers.

Compensation and benefit policies and contracts for non-profit organizations
Structuring compensation agreements – current compensation, benefits, and deferred compensation
Incentive compensation for non-profit executives and managers
Application Intermediate sanction rule for excessive benefits
Reporting compensation on Form 990
Areas of growing scrutiny by the IRS

About the Speaker

Michael Lehmann is a partner in the New York office of Manatt, Phelps & Phillips, 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. Mr. Lehmann received his A.B., magna cum laude, from Brown University, his J.D. from Columbia Law School, and his LL.M. from New York University School of Law.

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE Credit Hour

Thursday, January 17, 2013 1:00 PM - 2:00 PM - Live Teleseminar Replay: Disclaimers Practice in Estate Planning

jbrown — Thu, 17 Jan 2013 18:00:00 GMT

To register for this live teleseminar replay, please click here

About the Teleseminar

The use of disclaimers by beneficiaries to reject property given to him or her in a will or trust is a powerful tool for estate planners. When disclaimers are used prospectively and properly incorporated into estate and trust documents, they provide substantial flexibility to respond to changing facts and circumstances and changing laws. In the same way, disclaimers can be used on a post-mortem basis to achieve certain tax savings or reflect changed circumstances in a way that would otherwise not be possible. Though powerful and often effective, disclaimers are blunt instruments which, if not effectuated by planners or beneficiaries, can go badly wrong, creating greater problems and adverse tax consequences than they correct. This program will provide you with a real-world guide to using disclaimers in estate and trust planning both as prospective tool and a post-mortem tool to achieve client goals.

Effective use of disclaimers on a prospective and post-mortem basis
Incorporating disclaimers in estate and trust documents to ensure flexibility to respond to estate and gift tax laws – and changed client circumstances
Using disclaimers to maximize credits and deductions
How to properly effectuate disclaimers and avoid the taxable gift trap
Generation Skipping Transfer Tax issues with disclaimers
Problems associated with partial disclaimers of property
Current developments and IRS challenges to disclaimers

About the Speakers

Blanche Lark Christerson is a managing director at Deutsche Bank Private Wealth Management in New York City, where she works with clients and their advisors to help develop estate, gift, tax, and wealth transfer planning strategies. Earlier in her career she was a vice president in the estate planning department of U.S. Trust Company. She also practiced law with Weil, Gotshal & Manges in New York City. Ms. Christerson is the author of the monthly newsletter “Tax Topics." She received her B.A. from Sarah Lawrence College, her J.D. from New York Law School and her LL.M. in taxation from New York University School of Law.

Daniel L. Daniels is a partner in the Greenwich, Connecticut office of Wiggin and Dana, LLP, where his practice focuses on representing business owners, corporate executives and other wealthy individuals and their families. A Fellow of the American College of Trust and Estate Counsel, he is listed in “The Best Lawyers in America,” and has been named by “Worth” magazine as one of the Top 100 Lawyers in the United States representing affluent individuals. Mr. Daniels is co-author of a monthly column in “Trusts and Estates” magazine. Mr. Daniels received his A.B., summa cum laude, from Dartmouth College and received his J.D., with honors, from Harvard Law School.

David T. Leibell is a partner in the Greenwich, Connecticut office of Wiggin and Dana, LLP, where he has an extensive estate, trust and charitable giving practice. He previously worked in the financial services industry, specializing in the financial aspects of estate planning. Mr. Leibell is a frequent lecturer on fiduciary topics throughout the United States, and has authored many articles on charitable, estate and tax planning topics. He is the author of a monthly column in “Trusts & Estates” magazine. He also authors a column for “Registered Representative Magazine.” Mr. Leibell received his B.A. from Trinity College and his J.D. from Fordham Law School.

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE Credit Hour, including up to 1.0 Estate Planning & Probate Law Specialty Credit Hour. (Tentative)

Tuesday, January 22, 2013 1:00 PM - 2:00 PM - Live Teleseminar: Tax Planning for Maximum Benefit in Real Estate Transactions, Part 1

jbrown — Tue, 22 Jan 2013 18:00:00 GMT

To register for this live teleseminar, please click here

About the Teleseminar

The tax considerations of real estate deals – development, ownership, and sale or like-kind exchange – are often a major component of the economics of the underlying transaction. This is particularly so in the current climate of rising tax rates, the restriction of certain tax benefits, and where property values still have not fully stabilized. Getting the tax piece of a deal right and form the beginning is often essential to transaction. This puts a premium on tax planning at every stage of a deal, to ensure the underling benefit of the bargain is not lost. This program will provide you with a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning after the new 3.8% Medicare tax, and advanced like-kind exchange issues.

Day 1 – January 22, 2013:

Impact of choice of entity on real estate ownership, including distributions and eventual sale
Starting right – acquiring property to minimize taxes later
Development period – effective allocation of tax attributes
Continuing ownership - distributions and shifts in ownership

About the Speakers

Jill E. Darrow is a partner Katten Muchin Rosenman LLP in New York City, where she concentrates her practice in tax law, with a focus on real estate, partnership transactions, and financial services. She advises clients on all aspects of tax with a concentration in the areas of partnerships, joint ventures, limited liability companies, and subchapter S corporations. She is a member of the Real Estate and Partnership Committees of the Tax Section of the American Bar Association and a member of the New York State Bar Association’s Committee on Partnerships. Ms. Darrow received her A.B. from Barnard College, her J.D. from the University Of Pennsylvania Law School, and her LL.M. in Taxation from New York University Law School.

Richard R. Goldberg is a retired partner, resident in the Philadelphia office of Ballard Spahr, LLP, where he established an extensive real estate practice, including development, financing, leasing, and acquisition. Earlier in his career, he served as vice president and associate general counsel of The Rouse Company for 23 years. He is past president of the American College of Real Estate Lawyers, past chair of the Anglo-American Real Property Institute, and past chair of the International Council of Shopping Centers Law Conference. Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute. Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland School of Law.

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE Credit Hour, including up to 1.0 Taxation Law Specialty Credit - Tentative

Wednesday, January 23, 2013 1:00 PM - 2:00 PM - Live Teleseminar: Tax Planning for Maximum Benefit in Real Estate Transactions, Part 2

jbrown — Wed, 23 Jan 2013 18:00:00 GMT

To register for this live teleseminar, please click here

About the Teleseminar

Day 2 – January 23, 2013:

Capital gains planning after the new 3.8% Medicare tax on real estate partnerships
Techniques for minimizing taxes on the sale or exchange of property
Advanced Like-Kind exchange planning techniques

About the Speakers

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE Credit Hour, including up to 1.0 Taxation Law Specialty Credit Hour - Tentative

Thursday, January 24, 2013 1:00 PM - 2:00 PM - Live Teleseminar Replay: Essential Due Diligence in Business Transactions

jbrown — Thu, 24 Jan 2013 18:00:00 GMT

To register for this live teleseminar replay, please click here

About the Teleseminar

Business transactions, particular mergers and acquisitions, can be done or undone in business in the due diligence period – strengths and weaknesses in a business are discovered, confirming the negotiated terms of a deal or calling them into question. When diligence is not conducted vigorously, misunderstandings about crucial financial and business facts may go uncorrected and the essential benefit of the bargain among the parties may not come to fruition. Diligence can be wide in scope – financial accounting and difficult-to-discover problems in the workforce, intellectual property violations and contractual infirmities – costly and time-consuming, but without it business transactions are subject to excessive risk and the prospect of little gain. This program will provide you with a practical guide to planning the diligence process, understanding the key areas of inquiry, and spotting red flags.

· Planning the process – information you need, where to get it, timeframe for getting it

· Financial records and statements – spotting red flags

· Legal structure of an acquisition target – ensuring authority

· Contracts with suppliers and customers – ensuring stability

· Employee and compensation issues – finding hidden pitfalls

· Trade secrets, brands, and intellectual property – ensuring what you get it protected or protectable

About the Speaker

Patrick J. Linden is special counsel in the Denver office of Faegre Baker Daniels, LLP, where his practice focuses on corporate, securities and transactional law for clients ranging from start-ups and emerging growth clients to Fortune 500 companies. He has extensive experience with public and private mergers and acquisitions and routinely represents clients in their equity and debt financing activities. He also represents private equity and venture capital funds in their investment and M&A transactions. Mr. Linden received his B.S./B.A., cum laude, from the University of Denver, M.S. in finance from the University of Denver, and his J.D. from the University of Denver College of Law.

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE Credit Hour

Friday, January 25, 2013 1:00 PM - 2:00 PM - Live Teleseminar: Attorney Ethics in Digital and Wireless World

jbrown — Fri, 25 Jan 2013 18:00:00 GMT

To register for this live teleseminar, please click here

About the Teleseminar

This program will highlight four major ethical issues when attorneys use common digital technology in their practices. The foremost duty is that of competence. Attorneys are required to understand how technology they use in practice may impact their ethical responsibilities. The next most pressing duty is confidentiality: When using remote networks, smartphones, shared networks and other convenient technology, how must attorneys safeguard client information? Law firms also regularly issue e-newsletters or “legal updates” or maintain blogs to communicate with current, former and prospective clients. How do these uses potentially violate restrictions on attorney advertising – and even give rise to conflicts of interest? This program will provide you with a real world guide to how using digital technology impacts attorney ethics in competence, confidentiality, attorney advertising and conflicts of interest.

Four major ethics issues when attorneys use commonplace digital technology in law practice
Competence – ethical requirement to understand how technology works and impacts law practice
Confidentiality – safeguarding client information from being comprised inadvertently through communications technology
Attorney marketing – how blogging, LinkedIn, email newsletters and more might violate restrictions on marketing
Conflicts – how regular communication with current, former and prospective clients might give rise to conflicts

About the Speakers

Michael E. Lackey is a partner in the Washington, D.C. office of Mayer Brown, LLP, where he has an extensive litigation practice representing companies and individuals in federal court and has developed a specialty in advising clients on a wide range of e-discovery issues. He is an advisory board member of the Georgetown University Law Center Advanced E-Discovery Institute and serves as an Adjunct Professor of Law at George Washington University Law School. Before entering private practice, he served as a judicial clerk to Judge Jacques L. Wiener, Jr. of the U.S. Court of Appeals for the Fifth Circuit. Mr. Lackey received his B.S. from the Massachusetts Institute of Technology and his J.D. from the George Washington University Law School.

Brian S. Faughnan is special counsel in the Memphis office of Thomason Hendrix Harvey Johnson & Mitchell, PLLC, where he represents clients in a wide variety of matters at the trial level and on appeal. He counsels lawyers and law firms on a wide variety of issues surrounding legal ethics and professional responsibility. He is the chair of the Tennessee Bar Association’s Standing Committee on Ethics and Professional Responsibility, a reporter for the committee’s rules revision project, a member of the Association of Professional Responsibility Lawyers, and a member of the Media Law Resource Center’s Ethics Committee. Mr. Faughnan received his B.A. from Rhodes College and his J.D., magna cum laude, from the University of Memphis School of Law.

Mandatory MCLE Credit Hours and Legal Ethics & Professional Responsibility (LEPR) Credit Hour

This seminar qualifies for 1.0 MCLE Credit Hour, including up to 1.0 LEPR Credit Hour - Tentative

Tuesday, January 29, 2013 1:00 PM - 2:00 PM - Live Teleseminar: Estate and Gift Tax Audits

jbrown — Tue, 29 Jan 2013 18:00:00 GMT

To register for this live teleseminar, please click here

About the Teleseminar

Every estate and gift tax return is reviewed by hand by IRS personnel and the agency continues to become more aggressive in challenging returns. Being chosen for examination can be a very time-consuming and costly process, putting a premium on understanding the process and preparing for the exam. It also highlights the value of understanding audit triggers and how returns are selected for exam in a bid to avoid audit in the first instance. This program will provide you with a practical guide to estate and gift tax audits, including audit triggers and how to reduce the risk of an exam, preparing for and advocating for a client once their estate is selected for audit, crucial attorney-client, evidentiary and statute of limitation concerns, and much

Successfully defending estate and gift tax audits
Avoiding audit in the first place – understanding audit triggers and how returns are selected for
examination
Practical guide to the audit process, timeframes, and deadlines
Common issues on audit – FLP/FLLCs, defined value clauses, insurance policies and lifetime gifts
Documentary preparation for an exam and drafting effective settlement proposals
Important attorney-client privilege, statute of limitation, and evidentiary considerations

About the Speakers

Keri D. Brown is a senior associate in the Houston office of Baker Botts, LLP, where her litigation practice focuses on estate, gift and income tax disputes, including the valuation of business interests and fiduciary controversies. In her tax controversy practice, Ms. Brown represents clients before the IRS, in Tax Court and in disputes with the US Department of Justice. She also represents fiduciaries of trusts and estates in state courts with respect to administration and fiduciary duty issues. She also serves as co-vice chair of the Tax Litigation & Controversy Committee of the ABA Real Estate, Trust & Estate Section. Ms. Brown earned her B.A. from Texas A&M University and her J.D., summa cum laude, from South Texas College of Law.

Jennifer A. Pratt is a partner in the Baltimore office of Venable, LLP, where she has assists client with estate planning, charitable giving, and estate and gift tax controversy matters. She has extensive experience with estate administration, the preparation of federal estate and gift tax returns, as well as fiduciary income tax returns. Earlier in her career, she worked with a major national bank and has particular expertise in adapting financial products to the estate planning needs of clients. She has been named in the 2011 edition of “Maryland Super Lawyers Rising Stars Edition.” Ms. Pratt received her B.A., summa cum laude, from the University Of Baltimore, her J.D., magna cum laude, from the University of Baltimore School of Law, and her LL.M. in taxation from the University of Baltimore.

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE Credit Hour, including up to 1.0 Estate Planning & Probate Law Specialty Credit – Tentative.

Wednesday, January 30, 2013 1:00 PM - 2:00 PM - Live Teleseminar Replay: Tax Planning for the Entrepreneur

jbrown — Wed, 30 Jan 2013 18:00:00 GMT

To register for this live teleseminar replay, please click here

About the Teleseminar

When an entrepreneur starts a new business, he or she is focused on the business itself – delivering goods and services, building new customer and client relationships, working with suppliers and marketing the business – not on the legal form of the company. Often the last thing that the entrepreneur will consider are the tax consequences of big choices he or she is making – or has made before consulting an attorney – about equity giveaways in the company to friends and family, the types and timing of compensation for themselves and employees, how early costs and losses are treated, and business succession or sales plans. The tax and financial consequences of these decisions, even for successful businesses, can be substantially adverse. This program will provide you with a framework for identifying those tax issues for your entrepreneurial clients and providing them a framework for making the best decisions.

Common and costly tax traps when an entrepreneur starts a business – and fixing mistakes once they have been made
Understanding credits and other tax incentives available to startups and entrepreneurs
Compensation issues when talent and services are given in return for equity, stock options, or other incentive compensation
Creative uses of early business losses, including carrying them forward and back in time
Tax planning for business succession – what happens when an entrepreneur sells the business?

About the Speakers

Ziemowit T. Smulkowski is a partner in the Chicago office of Paul Hastings, LLP, where his concentrates his practice in federal income tax issues related to all aspects corporate and business transactions, including mergers and acquisitions, venture capital funds, real estate investments, and management compensation. He represents clients in the acquisition and disposition of closely held businesses, debt and equity investments in real estate joint ventures, commercial loan transactions, employee buyouts of businesses and more. He also represents clients in tax controversy matters. Mr. Smulkowski received his B.A. from Loyola University in Chicago and his J.D. from Northwestern University School of Law.

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE Credit Hour, including up to 1.0 Taxation Law Specialty Credit Hour - (Tentative)

Thursday, January 31, 2013 1:00 PM - 2:00 PM - Live Teleseminar Replay: Ethics in Claims and Settlements: Frivoulous Claims, ....

jbrown — Thu, 31 Jan 2013 18:00:00 GMT

.... Ghostwriting Pleadings, Settlement Authority and More

To register for this live teleseminar replay, please click here

About the Teleseminar

From filing a claim to settlement, litigation can involve many gray ethical areas. How valid is a claim factually or legally, and at what point is it so frivolous that you are acting improperly to pursue it? Must you investigate the facts presented to you by a client before filing a claim? When you are not counsel of record – and perhaps do not want to be involved with the case – how far can you going in ghostwriting a claim or pleadings? At what point is your help of someone else improper deception? In the same say, what’s the line separating legitimate jockeying for position in a litigation versus improper deception in settlement? Exactly how much of what you know about the facts or the law or the status of witnesses are you required to share with opposing counsel? These and related questions will be examined in this program on ethical issues in frivolous claims, ghostwriting in litigation, and settlements.

Ghostwriting claims and pleadings – how far can you go in helping a litigant when you are not
counsel of record?
Conflicting approaches of ethics rules and the courts to sanctioning ghostwriting in litigation
Frivolous factual and frivolous legal claims – understanding the differences and ethics issues in
each
Ethics of serving unenforceable subpoenas in the hope the recipient will think its enforceable
and cooperate
Ethics in settlements – silence about facts, the law, mistakes in settlement documents, and the
death of witnesses
Enforceability of settlement agreements and ethics challenges

About the Speaker

Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections. For more than 20 years he has lectured extensively on legal ethics and professionalism and has written “The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner’s Guide,” a 750 page treatise published by the Virginia Law Foundation. Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee. He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School.

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE Credit Hour, including up to 1.0 LEPR Credit Hour. (Tentative)

Friday, February 01, 2013 1:00 PM - 2:00 PM - Live Teleseminar: Independent Contractor Agreements

jbrown — Fri, 01 Feb 2013 18:00:00 GMT

To register for this live teleseminar, please click here

About the Teleseminar

In every industry, employers are increasingly relying on independent contractors over traditional full-time employees to grow their businesses. Contactors give employers substantial flexibility – they are able to tap certain specialized skills without the risk of a full-time hire, they are able to structure performance based compensation arrangements without the financial risk of guaranteed salaries or benefits, they are also able to make quick changes to the composition of their workforce if a contractor or initiative does not work out. However, the risk is if the independent contractor relationship is not properly documented, the employer has unlimited liability for contactor activity and substantial tax liability on compensation paid to the contractor. This program will provide you with a practical guide to drafting independent contractor agreements, including the term of an agreement, compensation, major tax issues, reporting and the limitation of liability.

· Drafting major provisions of independent contractor agreements

· How independent contractor agreements differ from employment agreements

· Term of agreements – fixed term and tied to attaining performance benchmarks

· Compensation – fixed and performance-based

· Liability issues – limiting employer liability for certain forms of contractor conduct

· Training of contractors and reporting back to employer

· Tax traps – factors that may trigger employer liability for FICA

About the Speaker

Raymond W. Bertrand is a partner in the San Diego office of Paul Hastings LLP, where he represents employers in a wide range of employment matters. His litigation practice includes wage and hour, discrimination, harassment, retaliation, leaves of absence, contract disputes, wrongful discharge, whistleblower, trade secrets and other types of employment-related matters. In the wage and hour context, he also represents clients before the U.S. Department of Labor and state regulators. He also authors the wage and hour section of Matthew Bender’s “California Labor & Employment Bulletin” and has authored various articles on wage and hour matters. Mr. Bertrand received his B.A. from State University of New York Binghamton and his J.D. from Albany Law School.

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE credit hour, including up to 1.0 Employment & Labor Law Specialty Credit Hour - Tentative.

Tuesday, February 05, 2013 1:00 PM - 2:00 PM - Live Teleseminar: 2013 Ethics Update, Part 1

jbrown — Tue, 05 Feb 2013 18:00:00 GMT

To register for this live teleseminar, please click here

About the Teleseminar

Changes in the way law is practiced, a difficult legal economy that can create disputes between lawyers and their clients, and the unstoppable spread of technology have created a range of new ethical issues for lawyers. As these changes permeate law practice, lawyers find themselves confronting gray areas about how the old rules apply to new fact patterns. This annual program will provide you with a wide-ranging discussion of ethical developments in the context of changes to law practice, including notable developments in conflicts of interest, confidentiality and the attorney-client privilege, ethics in co-counsel and referral relationships, the use of social media by lawyers and more.

Day 1: February 5, 2013:

Ethical issues in dealing with dishonest clients and loss prevention in a difficult economy
Attorney-client privilege and confidentiality developments
Notable new cases in conflicts of interest, part 1

About the Speakers

Lucian T. Pera is a partner in the Memphis office of Adams & Reese, LLP. His practice includes professional malpractice litigation as well as counseling lawyers and law firms in the area of ethics and professional responsibility. He was a member of the ABA’s Ethics 2000 Commission and is co-author of "Ethics and Lawyering Today," a national e-mail newsletter on lawyer ethics, which is accessible at: www.ethicsandlawyering.com. Before entering private practice, he served as a judicial clerk to Judge Harry W. Wellford of the U.S. Court of Appeals for the Sixth Circuit. Mr. Pera received his A.B. with honors from Princeton University and his J.D. from Vanderbilt University School of Law.

William Freivogel is the principal of Freivogel Ethics Consulting and is an independent consultant to law firms on ethics and risk management. He was a trial lawyer for 22 years and has practiced in the areas of legal ethics and lawyer malpractice for 20 years. He is chair of the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct. and past chair of the ABA Business Law Section Committee on Professional Responsibility. He maintains the Web site “Freivogel on Conflicts” at www.freivogelonconflicts.com. Mr. Freivogel is a graduate of the University of Illinois (Champaign), where he received his B.S. and LL.B.

Mandatory MCLE Credit Hours and Legal Ethics & Professional Responsibility (LEPR) Credit Hours
This seminar qualifies for 1.0 MCLE Credit Hour, including up to 1.0 LEPR Credit Hour - Tentative.

Wednesday, February 06, 2013 1:00 PM - 2:00 PM - Live Teleseminar: 2013 Ethics Update, Part 2

jbrown — Wed, 06 Feb 2013 18:00:00 GMT

To register for this live teleseminar, please click here

About the Teleseminar

Day 2: February 6, 2013:

Ethics in co-counsel and referral relationships
Ethical issues when attorneys use social media – LinkedIn, blogs, Facebook
Notable new cases in conflicts of interest, part 2

About the Speakers

Mandatory MCLE Credit Hours and Legal Ethics & Professional Responsibility (LEPR) Credit Hours
This seminar qualifies for 1.0 MCLE Credit Hour, including up to 1.0 LEPR Credit Hour - Tentative.

Thursday, February 07, 2013 1:00 PM - 2:00 PM - Live Teleseminar Replay: Offers in Compromise

jbrown — Thu, 07 Feb 2013 18:00:00 GMT

To register for this live teleseminar replay, please click here

About the Teleseminar

Offers-in-comprise are a mechanism to settle an outstanding tax liability with the IRS for less than the full amount owed. The offers-in-compromise program is available where there is some doubt as to the collectability or amount of the liability. Offers can be an effective technique for ending an ongoing tax dispute in an efficient manner for less than the amount the IRS is seeking. But it depends on writing and advocating a successful offer. This program will provide you with a guide to drafting and advocating an offer for individuals, including the self-employed and business owners. The program will cover eligibility standards, substantive elements of an offer, the process of submitting and obtaining acceptance of an offer, and provide tips for a successful offer and red flags to avoid.

Offers-in-compromise for individuals, including the self-employed and business owners
Eligibility standards for making an offer-in-compromise
Substantive elements of writing an offer to the IRS
Detailed review of process for making and advocating an offer
Offers with deferred payments
Tips for a successful offer and red flags to avoid

About the Speakers

Matthew L. Kadish is a partner in the Cleveland office of Kadish, Hinkel & Weibel, LPA, where he has an extensive tax, estate planning and business transactions practice. He has advises individual and business clients in a wide variety of planning matters, including choice of entity, business succession, estates and trusts and charitable giving. His practice also encompasses exempt organizations, retirement planning and IRS controversy cases. Mr. Kadish is a Fellow of the American College of Trust & Estate Counsel and is vice president of litigation of the Small Business Council of America. Before entering private practice, he served as a judicial clerk to Judge Herbert L. Chabot of the U.S. Tax Court. Mr. Kadish received his B.A. from Williams College, his J.D. from Case Western Reserve University School of Law, and his LL.M. in taxation from New York University

Stephen J. Turanchik is an attorney in the Los Angeles office of Paul Hastings, LLP, where his practice focuses on tax litigation at the state and federal levels as well as tax controversy work at the administrative levels. Before entering private practice, he is previously litigated for six years for the U.S. Department of Justice, Tax Division, where he litigated over 300 tax cases in federal, bankruptcy, state and probate court. He has also lectured at Loyola Law School and California State University, Fullerton on topics relating to tax litigation. Mr. Turanchik received his B.A. from the College of the Holy Cross, his J.D. from Fordham University School of Law, and his LL.M. in Taxation from New York University School of Law.

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE Credit Hour, including up to 1.0 Taxation Law Specialty Credit Hour - (Tentative)

Friday, February 08, 2013 1:00 PM - 2:00 PM - Live Teleseminar: Liquidity Planning in Estates and Trusts

jbrown — Fri, 08 Feb 2013 18:00:00 GMT

To register for this live teleseminar, please click here

About the Teleseminar

TBD

About the Speaker

TBD

Mandatory MCLE Credit Hours
This seminar qualifies for 1.0 MCLE Credit Hour, including up to1.0 Estate Planning & Probate Law Specialty Credit Hour. (Tentative)

Monday, February 11, 2013 1:00 PM - 2:00 PM - Live Teleseminar: Asset Purchase Deals - Securing Value & Limiting Liability, Part 1

jbrown — Mon, 11 Feb 2013 18:00:00 GMT

To register for this live teleseminar, please click here

About the Teleseminar

In a difficult economy, “asset deals” are much more prevalent than “stock deals.” The buyer prefers to acquire only specific assets of the seller rather than the seller’s entity and the liabilities and other troubles that may go with it. The seller prefers a “clean” deal, where the buyer takes the entity, all of its assets, employees and operations and liabilities. But even when a seller agrees to an asset-only sale, there are real limits to the structure. Among others, common law and statute frequently impose successor liability on the asset buyer. This program will provide you with a real world guide to planning, structuring and drafting asset purchases, including special due diligence and letter of intent issues, the form of consideration for the transaction, successor liability and creditor issues, major tax considerations, and special challenges in transferring specific types of assets.

Day 1: February 11, 2013:

Understanding the differences and risks and rewards of asset v. stock deals
Special due diligence considerations when assets are transferred
Techniques for transferring different types of assets – real estate, intangible property, licenses, contracts and more
Representations and warranties when assets are transferred
Forms of consideration, including cash, equity in the buyer, and asset exchanges

About the Speaker

Tyler J. Sewell is an attorney in the Denver office of Morrison & Foerster, LLP, where he specializes in mergers and acquisitions. He focuses his practice on advising financial and strategic buyers and sellers in public and private M&A transactions and complex corporate transactions. He negotiates and documents leveraged acquisitions, divestitures, asset acquisitions, stock acquisitions, mergers, auction transactions, and cross-border transactions. Mr. Sewell received his B.S., with merit, in ocean engineering from the United States Naval Academy and his J.D., magna cum laude, from the University of Pennsylvania Law School.

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE Credit Hour

Tuesday, February 12, 2013 1:00 PM - 2:00 PM - Live Teleseminar: Asset Purchase Deals - Securing Value & Limiting Liablility, Part 2

jbrown — Tue, 12 Feb 2013 18:00:00 GMT

To register for this live teleseminar, please click here

About the Teleseminar

Day 2: February 12, 2013:

Post-closing issues, including what happens to the seller’s entity?
Successor liability, creditor claim, and unknown liability issues – allocating the risk among the parties
Employee issues –what if the buyer wants to retain seller employees?
Major tax issues, including IRC Section 338(h)(10) and state transfer tax issues
Special considerations when the seller is a pass-through entity

About the Speaker

Mandatory MCLE Credit Hours

This seminar qualifies for 1.0 MCLE Credit Hour