Business, Corporate, And Securities CLE

This presentation is not about how to comply with state law in order to organize and operate a business as an LLC. Instead, ideas and suggestions are offered on how to effectively counsel people who come to your office who want to create and operate their business as an LLC. Do they really know each other well enough? Do they really share the same goals? Do they really agree on how to handle finances and decision making? The content of this course is intended to help you help them make sure they are ready to successfully operate their business as an LLC.

Human trafficking knows no limits, and this predatory crime plagues rural, suburban, and urban communities in the United States and throughout the world. Traffickers deprive their victims of their identity, self-worth, autonomy, and freedom through force, intimidation, and false promises. This continuing legal education course will review the various federal laws protecting child and adult human trafficking victims. This course will review two scenarios that in-house or external counsel may encounter when advising businesses and health systems: (1) drafting human resources and procurement policies that effectively prohibit human trafficking activities (e.g., avoiding suppliers that violate human rights laws by engaging in labor trafficking activities, prohibiting employees from viewing or receiving child or trafficked pornographic materials on company or personal devices on work time, and prohibiting employees from purchasing sexual activities while traveling out of state or to a different country for work), and (2) advising a health system on devising a community-wide protocol and health system policy to respond to and aid victims of human trafficking.

Business mergers and acquisitions are complicated transactions for any attorney representing a buyer or seller, but there are special challenges when representing a client who wishes to buy or sell a Web-based business. Unlike their “brick and mortar” counterparts, the assets of a Web-based business are primarily intangible and can easily lose value – or disappear entirely -- when the business changes hands. Making sure that all of the seller’s web domain names (URLs), e-mail and e-commerce accounts, social media pages, and web traffic transfer smoothly to the buyer without interruption requires an in-depth familiarity with Web-based businesses and how they operate. In this fast-paced presentation, hosted by a leading small business attorney, author of “Advising eBusinesses” and nationally syndicated legal columnist who has helped dozens of clients buy and sell Web-based businesses over the past 10 to 15 years, you will learn how to handle the special issues involved in selling and buying such businesses so that your M&A transactions close smoothly, on time, every time.

Discover from corporate insider and attorney Douglas Gordon, in a nationally recognized program, the best corporate governance practices for the board of directors of any size corporation, large or small, public or private. Learn why the board of directors is the most powerful force in the corporation and why it should act accordingly. Get the tools the board and individual directors need to do their job such as Mr. Gordon’s exclusive “Ten Commandments for the Board” (as a group) and the “Director Bill of Rights” (for individual directors). If you’ve ever served on a board, would like to serve on a board, or you're an attorney with corporate clients or director clients, or you’re an attorney who would like to have those types of clients, this course is for you.

In a vast majority of M&A transactions, the real estate component of the transaction may not sink a deal. However, it is an important component of the whole transaction. This course will focus on how to effectively review a lease in connection with a M&A transaction so that (i) the transaction is not held up or delayed by an aggressive landlord, and (ii) the acquiring company is not left with fewer rights and more obligations than what the acquiring company contemplated. The issues covered in this course apply to all types of leases – offices, retail and warehouse. This course will be beneficial to both new attorneys and the experienced practitioner.

Working well with others is one key to a successful business. Drafting strategically prepared collaboration agreements can be one of the most valuable services you can provide to your small business and startup clients. This course explains how to prepare for, and then draft agreements, collaboration agreements that will keep your clients’ businesses running effectively and keep them out of court.

Seniors and other vulnerable clients are susceptible to financial exploitation at alarming rates. Regulators estimate that billions of dollars are lost each year as a result of such exploitation, and given the aging of the investing population, that population's unique vulnerabilities, and their substantial wealth, stakeholders can expect this trend to continue to grow. This program will outline this problem and review best practices to protect senior and vulnerable clients from exploitation and fraud.

The Corporate Transparency Act is going to change dramatically the way that founders and investors in privately-held companies interact with each other. The CTA, once implemented, will require roughly 25 million U.S. companies to file a beneficial ownership report with FinCEN, the Financial Crimes Enforcement Network of the U.S. Treasury. Each beneficial ownership report will contained personally-identifiable information (PII) about each of the company’s “company applicants” and “beneficial owners.” FinCEN will maintain a database of beneficial ownership information that will be confidential, but accessible by specific law enforcement agencies pursuant to regulations that FinCEN will adopt. Understanding how the CTA will change the interactions between founders and investors will allow attorneys to modify the contractual relations between those parties in anticipation of the CTA coming into effect.

Relationships take work and business partnerships are no different. Failing to plan for key life events such as death, disability, divorce, and departure of a partner can have serious negative impacts on your client's business and even put the survival of their business at risk. A properly drafted buy-sell agreement addresses all of these events and provides the company with a clear path forward in times of uncertainty and crisis.

In this program, you will learn about the sources of a private business owner’s rights and responsibilities, fiduciary duties and how they play out in real business ownership disputes. We will review the importance (or not) of written agreements, remedies to be aware of, and how to reduce and eliminate liability risk.

Selling or transferring a company can be a once in a lifetime event and understanding the value of the company when transferring it can be a difficult challenge. This course will focus on how to value a company and how to successfully transfer the company and capture its value while minimizing the tax liability and the estate planning that follows. Roman Basi will teach participants the methods used in valuations, succession planning, estate planning, and much more.

With the acceleration of the globalization of business over the last 20 years, alliances between companies have become commonplace. These alliances can be from different parts of the world or different ends of a supply chain. Whatever the duration and objectives of business alliances, being able to identify and execute alliance opportunities are keys to remaining competitive in the global economy.

Ownership disputes in closely-held and private companies, or “corporate divorces,” are among the most litigious and difficult matters to manage and resolve and can quickly become extremely expensive and damaging to a company. Understanding the technical law in this area is critical to successfully resolving these disputes and potentially avoiding them all together.

The Corporate Transparency Act will cause one of the greatest changes in corporate governance in our lifetimes. If you are already familiar with the basic provisions of the CTA, this class will prepare you to lead your company or law firm through the transition. We will explore (1) the key exemptions for companies that will be relieved from a duty to file, (2) the corporate governance mechanisms companies should adopt now to prepare for the CTA, and (3) the record-keeping and data management tools that companies and law firms will need to implement before this new law takes effect.

Whether its climate change, diversity on corporate boards, shareholders valuing more than financial returns or the integration of ESG factors in the investment process, ESG is shifting the paradigm in today’s business world. This course will examine what ESG really means, the forces driving the discussion, the issues gaining momentum, and the extent to which ESG is shaping corporate accountability. In addition to providing an overview of the ESG framework, the course will examine the key players driving the ESG dialogue as well as the the role of shareholder advocacy and employee activism. In addition, it will evaluate ESG’s impact in the boardroom and on corporate governance. Highlighted throughout the course will be legislative initiatives and the extent to which regulatory scrutiny by the Securities Exchange Commission is impacting issues ranging from climate related risk disclosures to investment and portfolio management.

Since the late 1980’s with the US Supreme Court’s landmark decision in Basic Inc. v. Levinson, in securities class actions, plaintiffs have been able to rely on the “fraud-on-the market” presumption of reliance at class certification. In recent years, the validity of that presumption and its evidentiary burdens at the class certification stage have been repeatedly questioned, leading to a “battle of the experts” to determine whether a class should be certified. This course examines the evolution of the fraud-on-the-market presumption and its uses at class certification and then delves into  expert’s role in securities class actions at the class certification stage.

Generally Board Committees are delegated to undertake internal investigations when the issues are important to the company , complex, and need to be done by sophisticated people who have no personal stake in the outcome. Other investigations can be undertaken by employees in the legal function or the human resources department. Such investigations may be very important to the organization but lack the need to be done by individuals who have no need to satisfy internal corporate pressures on their decision making. However, given the hierarchical structure of most companies, where an investigation must actually be free of influences from within the company there is a need for truly independent investigators. This can often only be achieved by having critical investigations be under the supervision of the Board or a Board committee such as the audit committee, a risk committee or a special committee appointed by the Board to run the investigation. The key notion to understand is the great importance of their being no conflicts of interest and independence of the investigation so that its work is above reproach and not conflicted. This course will teach among other things, when a board committee investigation is called for, how it should be populated, how to preserve attorney client privilege and how the committee should bring its findings back to the full board.

An employee stock ownership plan or ESOP can be a powerful succession planning tool for business owners to consider for their ownership transition planning. ESOPs are highly regulated and require careful planning for implementation but also have the potential to offer meaningful tax benefits to the selling shareholder and the corporate sponsor of the ESOP. An ESOP can also provide significant employee benefits on a tax favored basis for employees. We will review the types of companies that are ideal candidates to consider an ESOP as well as poor candidates for an ESOP and review highlights of the process of evaluating and planning an ESOP transaction.

Today’s program, taught by David Johnson of Hawkins Parnell, will take a practical dive into what you need to know about a US Department of Labor Investigation and the surrounding litigation. We will provide a general understanding of ESOPs and best practices for you and your defense counsel in responding to DOL investigations while also discussing the DOL’s authority and precedence in relation to ERISA.

From very experienced former federal prosecutors, participants will learn how and why corporate criminal enforcement is investigated, prosecuted, and resolved by the U.S. Department of Justice and federal law enforcement agencies. Participants will also learn the latest “carrots and sticks” approach to corporate criminal enforcement, future enforcement areas, and potential outcomes, along with practical suggestions about when and why to associate with outside counsel and proactive measures to consider taking to lessen the risk profile of businesses in today’s enforcement environment.

In-house lawyers are subject to the same ethics rules that govern all attorneys, but some attorneys become in-house counsel with the mistaken belief that legal ethics rules will be less problematic for them. This may be because they only represent one company and thus have few clients, or they act in a capacity other than a lawyer, for example, as vice president of a company. This program will introduce important ethics principles and rules that in-house counsel should be aware of. It will cover the Rule 1 series of the ABA Model Rules of Professional Conduct.

This course provides a basic summary of the most powerful, yet under-utilized, remedy in civil procedure. This course begins with when and how a receiver is appointed, then tracks through business operations and sale of the estate, the claims process, and finally reviews distribution of assets and discharge of the Receiver. This course will provide an excellent summary for those unfamiliar with equity receivers, and a good reminder for those that have worked with them before.

Do you have an interest in working with funds and/or investment advisors? Are you vaguely familiar with certain exemptions in the Investment Company Act of 1940 and Investment Advisers Act of 1940, but are unsure of the undertakings necessary when there is not an exemption?  This course will lay the foundation for both of the 1940 Acts, and will outline the components of each, including all of the exemptions (not just Section 3(c)(1) and Section 3(c)(7)).

This course is designed as a basic course for counsel with limited knowledge of franchise law and will introduce the basic legal considerations in franchising, whether you are representing a franchisor or a franchisee. We will cover the legal definition of a franchise and review the federal and state laws governing the franchise relationship. We will also explore where to find information regarding franchise brands, the dangers of becoming an accidental franchise, and some other legal considerations, beyond contract law, to keep in mind when representing the franchisor or the franchisee.

This course is designed for counsel representing a franchisee in evaluating their decision to purchase a franchise business. We will discuss the role of franchisee counsel, practical considerations for deciding whether to acquire a franchise and how to prepare for reviewing a franchise opportunity. We will also cover how to determine which laws apply and why this matters to the review, the top 13 risk analysis issues, key tips for negotiating an addendum, and additional resources for franchisee counsel.

In this program, attorneys will learn how to prevent their firm from being used as a tool for money laundering and how to recognize the risks associated with specific types of transactions. We will take a deep dive into what constitutes money laundering, how to best protect attorney trust accounts, and how lawyers can be guided by the American Bar Association’s (ABA) Good Practices for Lawyers to Detect and Combat Money Laundering.

This course is an introduction to the basics of trademark and copyright protection for businesses. It will provide attorneys with the information they need to advise clients on what types of protection may be appropriate for their businesses. We will discuss different types of trademarks, the differences between state trademark applications vs. federal applications, the federal application process, and some best practices for counseling clients. We will also briefly discuss copyright protection and copyright notice requirements.

This one hour presentation will analyze the essential terms in supply chain agreements including, warranty provisions, consequential damages, indemnification, force majeure, and termination. We will discuss best practices for drafting. We will discuss best practices for attorneys when crafting such provisions.

Generative AI tools such as ChatGPT have the potential to transform industries ranging from healthcare to finance and everything in between. But they also come with risks that could harm your clients’ business interests or expose your clients to liability. It is important for attorneys to educate themselves about this new technology to properly advise their clients on how to use it to their benefit while navigating around the legal landmines. This presentation will provide an overview of the benefits and risks of generative AI and the legal implications of generative AI across several areas of the law to enable you to confidently advise your clients about this transformative technology.

Since states have started to legalize commercial cannabis operations, businesses have mostly focused their operations on the sale and monetization of cannabis as an agricultural commodity. However, cannabis was never just about the sale and consumption of the plant itself for consumers and patients. There has always been a lifestyle and sense of community associated with the act of consumption. People have always sought entertainment out of their homes. This seminar focuses on this unique intersection and opportunity for the cannabis industry.

For the last five years, real estate has been at a premium in the cannabis industry – and so have rental rates. This seminar will review how the market has and has not changed for cannabis tenants and what both landlords and tenants should be concerned with when negotiating their relationship.

The ethics rules are applicable to all attorneys, but there are some special considerations for in-house lawyers. In house counsel often wears two hats: they are a lawyer and a client representative, so they need to understand how the rules apply to outside counsel at the same time. In this program, ethics expert Jack Tanner will cover Rules 2-8 of the ABA Model Rules of Professional Conduct.

This course will provide attorneys with a basic overview of the current state of cannabis market. In this course, attorneys will familiarize themselves with general cannabis terms and definitions, as well as develop an understanding of the basic principles of cannabis and relevant considerations in the process of applying for a cannabis business license. The course will explore the various types of cannabis products, cannabis license types, and the federal cannabis laws on the horizon.

This course will examine the nuts and bolts of a successful tender. Whether your client is tendering to another entity and/or carrier or whether your client has been tendered to, this course will walk you through the process. This course also examines contractual indemnity provisions commonly found in many contracts and the impact said provisions may have on the tender.

This course will examine additional insured coverage under liability policies. The course examines when to tender, how to tender, and what to rely upon when tendering to an insurance carrier. This course also examines common language found in general liability policies and frequently used additional insured endorsements. The course also examined what happens when there are multiple policies that insure the same entity.

The federal government marketplace offers a wide range of contracting opportunities for companies. From products to services in just about every form and size you can imagine. But navigating the rules and regulations that come with being a federal contractor or subcontractor can be challenging and increase compliance risk. In this updated course, we will explore the basics you need to know to help clients planning to conduct business with the U.S. federal government. We will also suggest strategies to mitigate compliance risk for clients dealing with the federal government.

In this one-hour CLE course, attorney David Johanson, will provide an overview of employee stock ownership plans (ESOPs) as an option for succession planning. This course will explore best practices for developing ESOPs that maximize the potential in succession planning, benefit the participants, and follow all ERISA requirements. This course will review the best practices of using an ESOP for succession planning and discuss potential traps attorneys should look out for when developing a plan.

Cannabis businesses continue to require capital, but face many additional hurdles that most companies in other industries don’t have to address. This course will address these hurdles and other considerations that investors (and their counsel) must consider when evaluating a cannabis investment opportunity.