Course1

LIVE REPLAY: Contracts in Crisis: MAC Clauses Acts of God, and Planning for the Unexpected

$89.00

Material Adverse Change (MAC) clauses are common in most businesstransactions. These clauses allocate among the parties the risk of a MAC occurring between the execution of transactional documents and closing the underlying transaction.  Sellers want certainty that a sale or other transaction will close and argue that the MAC clause should be very narrowly drafted. Buyers want maximum flexibility and will argue that anything that makes the transaction unattractive should constitute a MAC.  Between those two opposing views are a host of narrow and technical but important details that need to be negotiated, details which will determine whether the transaction is successfully closed, efficiently and cost-effectively terminated, or devolves into dispute and litigation. This program will provide you with a practical guide using and drafting MAC clauses in transactions.   • Drafting “Material Adverse Change” provisions and carve-outs • Forms of MACs – closing conditions or representations? • Practical process of “proving” a MAC occurred, including burden of proof • What happens to the transaction if a MAC occurred? • Spotting red flags when drafting MAC clauses and best practices to reduce the risk   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/5/2026
    Presented
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Course1

LIVE REPLAY: Contracts in Crisis: MAC Clauses Acts of God, and Planning for the Unexpected

$89.00

Material Adverse Change (MAC) clauses are common in most businesstransactions. These clauses allocate among the parties the risk of a MAC occurring between the execution of transactional documents and closing the underlying transaction.  Sellers want certainty that a sale or other transaction will close and argue that the MAC clause should be very narrowly drafted. Buyers want maximum flexibility and will argue that anything that makes the transaction unattractive should constitute a MAC.  Between those two opposing views are a host of narrow and technical but important details that need to be negotiated, details which will determine whether the transaction is successfully closed, efficiently and cost-effectively terminated, or devolves into dispute and litigation. This program will provide you with a practical guide using and drafting MAC clauses in transactions.   • Drafting “Material Adverse Change” provisions and carve-outs • Forms of MACs – closing conditions or representations? • Practical process of “proving” a MAC occurred, including burden of proof • What happens to the transaction if a MAC occurred? • Spotting red flags when drafting MAC clauses and best practices to reduce the risk   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.  He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.  Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/5/2026
    Presented
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Course1

Closely Held Company Merger & Acquisitions, Part 1

$89.00

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   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/8/2026
    Avail. Until
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Course1

LIVE REPLAY: Privacy Law 2025: An Update

$89.00

Stay ahead of the curve with this comprehensive update on privacy laws in 2025. This session covers new federal and state privacy legislation, emerging regulatory trends, and the evolving expectations for businesses handling personal data. Learn how to keep your clients compliant in an increasingly complex regulatory environment. Highlights: Key updates to federal and state privacy laws. The impact of international privacy regulations, including GDPR. Best practices for data protection and breach response. Emerging trends in privacy litigation. Tools for advising clients on compliance and risk mitigation.   Speakers: TBD

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/8/2026
    Presented
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Course1

LIVE REPLAY: Privacy Law 2025: An Update

$89.00

Stay ahead of the curve with this comprehensive update on privacy laws in 2025. This session covers new federal and state privacy legislation, emerging regulatory trends, and the evolving expectations for businesses handling personal data. Learn how to keep your clients compliant in an increasingly complex regulatory environment. Highlights: Key updates to federal and state privacy laws. The impact of international privacy regulations, including GDPR. Best practices for data protection and breach response. Emerging trends in privacy litigation. Tools for advising clients on compliance and risk mitigation.   Speakers: TBD

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/8/2026
    Presented
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Course1

Closely Held Company Merger & Acquisitions, Part 2

$89.00

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   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/9/2026
    Avail. Until
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Course1

Intellectual Property & AI Issues in M&A, Part 1

$89.00

Navigate the evolving landscape of intellectual property due diligence and risk assessment as artificial intelligence transforms both deal evaluation and asset valuation in M&A transactions. This cutting-edge program addresses the unique challenges of identifying, valuing, and transferring IP assets in an AI-driven economy. Master the foundational concepts necessary for competent IP due diligence in modern M&A practice.   Conduct comprehensive IP due diligence including patent portfolios, trade secrets, and AI training data rights Understand valuation methodologies for AI-related intellectual property and data assets Address ownership and licensing issues affecting AI systems and machine learning algorithms Navigate regulatory compliance requirements affecting AI technology transfers in M&A transactions Speakers: Camilla Tobon advises clients on privacy and data security compliance, AI governance, and incident response, drawing on deep knowledge of global data-protection and AI regulations. As director of Shook’s Privacy Compliance and AI Governance Task Forces, she helps organizations manage risk while supporting business objectives, developing streamlined governance practices, embedding privacy and responsible-AI principles into operations, and guiding companies through U.S. and international regulatory requirements. She also assesses privacy and cybersecurity risk, implements proactive safeguards, and assists with investigations, including business email compromise incidents. Camila counsels companies of all sizes on AI governance—creating responsible-use policies, advising on data governance and retention for AI training, and ensuring compliance with consumer-rights obligations. One of the earliest to earn the IAPP’s AIGP certification, she also holds the PLS, FIP, CIPP/E, CIPP/US, and CIPM credentials, and frequently speaks on privacy, AI, and cybersecurity at industry and bar-association events   Elizabeth Manno focuses on technology disputes, including patent infringement, licensing, trade secrets, and other IP litigation. Elizabeth represents leading companies in technology fields including media streaming, software, semiconductors, GPS, wireless devices, internet-of-things, artificial intelligence, and medical devices. She also counsels companies on creating, maintaining, and maximizing the benefits of their IP portfolios. With her holistic approach, Elizabeth provides a steady hand and sound advice at every phase of disputes. She provides pre-suit counseling to help achieve the clients’ goals without litigation. When litigation is necessary, she leads teams toward success and is an especially strong advocate in oral arguments and on appeal.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/11/2026
    Presented
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Course1

Intellectual Property & AI Issues in M&A, Part 1

$89.00

Navigate the evolving landscape of intellectual property due diligence and risk assessment as artificial intelligence transforms both deal evaluation and asset valuation in M&A transactions. This cutting-edge program addresses the unique challenges of identifying, valuing, and transferring IP assets in an AI-driven economy. Master the foundational concepts necessary for competent IP due diligence in modern M&A practice.   Conduct comprehensive IP due diligence including patent portfolios, trade secrets, and AI training data rights Understand valuation methodologies for AI-related intellectual property and data assets Address ownership and licensing issues affecting AI systems and machine learning algorithms Navigate regulatory compliance requirements affecting AI technology transfers in M&A transactions Speakers: Camilla Tobon advises clients on privacy and data security compliance, AI governance, and incident response, drawing on deep knowledge of global data-protection and AI regulations. As director of Shook’s Privacy Compliance and AI Governance Task Forces, she helps organizations manage risk while supporting business objectives, developing streamlined governance practices, embedding privacy and responsible-AI principles into operations, and guiding companies through U.S. and international regulatory requirements. She also assesses privacy and cybersecurity risk, implements proactive safeguards, and assists with investigations, including business email compromise incidents. Camila counsels companies of all sizes on AI governance—creating responsible-use policies, advising on data governance and retention for AI training, and ensuring compliance with consumer-rights obligations. One of the earliest to earn the IAPP’s AIGP certification, she also holds the PLS, FIP, CIPP/E, CIPP/US, and CIPM credentials, and frequently speaks on privacy, AI, and cybersecurity at industry and bar-association events   Elizabeth Manno focuses on technology disputes, including patent infringement, licensing, trade secrets, and other IP litigation. Elizabeth represents leading companies in technology fields including media streaming, software, semiconductors, GPS, wireless devices, internet-of-things, artificial intelligence, and medical devices. She also counsels companies on creating, maintaining, and maximizing the benefits of their IP portfolios. With her holistic approach, Elizabeth provides a steady hand and sound advice at every phase of disputes. She provides pre-suit counseling to help achieve the clients’ goals without litigation. When litigation is necessary, she leads teams toward success and is an especially strong advocate in oral arguments and on appeal.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/11/2026
    Presented
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Course1

Intellectual Property & AI Issues in M&A, Part 2

$89.00

Advance your IP and AI expertise with sophisticated strategies for complex technology acquisitions and specialized intellectual property transfer scenarios. This program builds on foundational concepts to address challenging situations including international IP portfolios, open source compliance, and emerging AI regulatory frameworks. Develop the specialized knowledge required for cutting-edge technology M&A transactions.   Master complex AI IP structures including joint development agreements and technology partnerships Address international IP compliance including export controls and foreign investment review processes Navigate open source software compliance and licensing obligations in AI system acquisitions Structure representations, warranties, and indemnification provisions specific to AI and emerging technologies   Speakers: Camilla Tobon advises clients on privacy and data security compliance, AI governance, and incident response, drawing on deep knowledge of global data-protection and AI regulations. As director of Shook’s Privacy Compliance and AI Governance Task Forces, she helps organizations manage risk while supporting business objectives, developing streamlined governance practices, embedding privacy and responsible-AI principles into operations, and guiding companies through U.S. and international regulatory requirements. She also assesses privacy and cybersecurity risk, implements proactive safeguards, and assists with investigations, including business email compromise incidents. Camila counsels companies of all sizes on AI governance—creating responsible-use policies, advising on data governance and retention for AI training, and ensuring compliance with consumer-rights obligations. One of the earliest to earn the IAPP’s AIGP certification, she also holds the PLS, FIP, CIPP/E, CIPP/US, and CIPM credentials, and frequently speaks on privacy, AI, and cybersecurity at industry and bar-association events   Elizabeth Manno focuses on technology disputes, including patent infringement, licensing, trade secrets, and other IP litigation. Elizabeth represents leading companies in technology fields including media streaming, software, semiconductors, GPS, wireless devices, internet-of-things, artificial intelligence, and medical devices. She also counsels companies on creating, maintaining, and maximizing the benefits of their IP portfolios. With her holistic approach, Elizabeth provides a steady hand and sound advice at every phase of disputes. She provides pre-suit counseling to help achieve the clients’ goals without litigation. When litigation is necessary, she leads teams toward success and is an especially strong advocate in oral arguments and on appeal.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/12/2026
    Presented
SEE MORE
Course1

Intellectual Property & AI Issues in M&A, Part 2

$89.00

Advance your IP and AI expertise with sophisticated strategies for complex technology acquisitions and specialized intellectual property transfer scenarios. This program builds on foundational concepts to address challenging situations including international IP portfolios, open source compliance, and emerging AI regulatory frameworks. Develop the specialized knowledge required for cutting-edge technology M&A transactions.   Master complex AI IP structures including joint development agreements and technology partnerships Address international IP compliance including export controls and foreign investment review processes Navigate open source software compliance and licensing obligations in AI system acquisitions Structure representations, warranties, and indemnification provisions specific to AI and emerging technologies   Speakers: Camilla Tobon advises clients on privacy and data security compliance, AI governance, and incident response, drawing on deep knowledge of global data-protection and AI regulations. As director of Shook’s Privacy Compliance and AI Governance Task Forces, she helps organizations manage risk while supporting business objectives, developing streamlined governance practices, embedding privacy and responsible-AI principles into operations, and guiding companies through U.S. and international regulatory requirements. She also assesses privacy and cybersecurity risk, implements proactive safeguards, and assists with investigations, including business email compromise incidents. Camila counsels companies of all sizes on AI governance—creating responsible-use policies, advising on data governance and retention for AI training, and ensuring compliance with consumer-rights obligations. One of the earliest to earn the IAPP’s AIGP certification, she also holds the PLS, FIP, CIPP/E, CIPP/US, and CIPM credentials, and frequently speaks on privacy, AI, and cybersecurity at industry and bar-association events   Elizabeth Manno focuses on technology disputes, including patent infringement, licensing, trade secrets, and other IP litigation. Elizabeth represents leading companies in technology fields including media streaming, software, semiconductors, GPS, wireless devices, internet-of-things, artificial intelligence, and medical devices. She also counsels companies on creating, maintaining, and maximizing the benefits of their IP portfolios. With her holistic approach, Elizabeth provides a steady hand and sound advice at every phase of disputes. She provides pre-suit counseling to help achieve the clients’ goals without litigation. When litigation is necessary, she leads teams toward success and is an especially strong advocate in oral arguments and on appeal.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/12/2026
    Presented
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Course1

LIVE REPLAY: E-Commerce Tax: Issues When Your Client Sells Good or Services Online

$89.00

Anytime your client’s business sells goods online, they may be required to calculate, collect and remint sales and use taxes for the buyer’s state. If the business sells nationally, they are potentially liable for collecting taxes in more than 7,000 taxing jurisdictions nationwide, even if they have no physical presence in those jurisdictions and markets.  As e-commerce become easier and more cost effective, the tax compliance part becomes far more difficult, especially have the U.S. Supreme Court’s recent seminal decision in South Dakota v. Wayfair.  This program will provide you a practical guide to your client’s sale and use tax compliance obligations when they sell goods on the Internet. New world of state and local sales taxes on the Internet after South Dakota v. Wayfair How physical presence is not required to trigger a state’s taxing jurisdiction Activities that subject a remote seller to a state’s taxing jurisdiction “Cookie laws,” the Cloud, and other digital bases for nexus Understanding the financial, civil and potentially criminal risks of non-compliance Best practices for state and local tax compliance in an uncertain environment   Speakers: Michael Lehmann is a partner in the New York office of Dechert, 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. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/14/2026
    Presented
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Course1

LIVE REPLAY: E-Commerce Tax: Issues When Your Client Sells Good or Services Online

$89.00

Anytime your client’s business sells goods online, they may be required to calculate, collect and remint sales and use taxes for the buyer’s state. If the business sells nationally, they are potentially liable for collecting taxes in more than 7,000 taxing jurisdictions nationwide, even if they have no physical presence in those jurisdictions and markets.  As e-commerce become easier and more cost effective, the tax compliance part becomes far more difficult, especially have the U.S. Supreme Court’s recent seminal decision in South Dakota v. Wayfair.  This program will provide you a practical guide to your client’s sale and use tax compliance obligations when they sell goods on the Internet. New world of state and local sales taxes on the Internet after South Dakota v. Wayfair How physical presence is not required to trigger a state’s taxing jurisdiction Activities that subject a remote seller to a state’s taxing jurisdiction “Cookie laws,” the Cloud, and other digital bases for nexus Understanding the financial, civil and potentially criminal risks of non-compliance Best practices for state and local tax compliance in an uncertain environment   Speakers: Michael Lehmann is a partner in the New York office of Dechert, 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. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/14/2026
    Presented
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Course1

Drafting Business Service Agreements

$89.00

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.  Drafting services agreements for “hard” and “soft” services Scope of services provided, modification of services, and relationship to fees Performance standards and timeliness of delivery of services Types of fee structures and common traps Ensuring ownership of key files, records, “know how,” customer lists, and trade secrets Issues related to sub-contracting, designation of agents, and assignment of the contract Conflicts of interest, limitation of liability, and indemnification  Speaker:   Joel R. Buckberg is a partner in the Nashville office of Baker Donelson, LLP.  He more than 40 years’ experience in corporate and business transactions.  His practice focuses on corporate and asset transactions and operations, particularly in hospitality, franchising and distribution.  He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.      

  • MP3 Download
    Format
  • 60
    Minutes
  • 5/24/2026
    Avail. Until
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Course1

Drafting Business Service Agreements

$89.00

Master the essential elements of service agreements that govern the vast majority of modern business relationships where performance obligations meet payment terms in complex commercial arrangements. This comprehensive program provides practical guidance on structuring service contracts that protect client interests while facilitating successful business relationships. Learn to balance performance expectations with realistic delivery capabilities in service-based industries.   Define service specifications and performance standards that create enforceable obligations without impossibility Structure payment terms and billing arrangements that align compensation with service delivery milestones Draft intellectual property and confidentiality provisions appropriate for service-based business relationships Address termination rights and transition obligations that protect clients during service provider changes   Speaker: Joel R. Buckberg is a shareholder in the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. and chair of the firm’s commercial transactions and business consulting group. He has more than 45 years’ experience structuring and drafting commercial, corporate and business transactions. He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 5/28/2026
    Presented
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Course1

Drafting Business Service Agreements

$89.00

Master the essential elements of service agreements that govern the vast majority of modern business relationships where performance obligations meet payment terms in complex commercial arrangements. This comprehensive program provides practical guidance on structuring service contracts that protect client interests while facilitating successful business relationships. Learn to balance performance expectations with realistic delivery capabilities in service-based industries.   Define service specifications and performance standards that create enforceable obligations without impossibility Structure payment terms and billing arrangements that align compensation with service delivery milestones Draft intellectual property and confidentiality provisions appropriate for service-based business relationships Address termination rights and transition obligations that protect clients during service provider changes   Speaker: Joel R. Buckberg is a shareholder in the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. and chair of the firm’s commercial transactions and business consulting group. He has more than 45 years’ experience structuring and drafting commercial, corporate and business transactions. He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation.

  • Teleseminar
    Format
  • 60
    Minutes
  • 5/28/2026
    Presented
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Course1

LIVE REPLAY: 2026 AI Update

$89.00

Artificial intelligence continues to revolutionize legal practice at an unprecedented pace, creating both remarkable opportunities and complex ethical challenges for today's practitioners. This essential program provides comprehensive guidance on AI integration, regulatory developments, and professional responsibility considerations that every modern lawyer must understand. Stay ahead of the technological curve while maintaining the highest standards of professional competence and client service.   Master current AI applications transforming legal research, document review, and case analysis Navigate emerging regulatory frameworks governing AI use in legal practice Address ethical considerations including bias, transparency, and client confidentiality in AI systems Implement best practices for AI adoption while managing malpractice and security risks   Speaker: Sean Belding has experience drafting asset purchase and sale agreements, intellectual property licenses, service agreements, and distribution and reseller agreements. Sean also has experience drafting information security agreements, terms of use, and privacy policies, and advising clients regarding data privacy and security matters. He has also drafted complex settlement agreements, advised clients on best practices for intellectual property protection and management, and developed patent and commercial litigation strategies, including noninfringement positions, invalidity arguments, and motion practice.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/2/2026
    Presented
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Course1

LIVE REPLAY: 2026 AI Update

$89.00

Artificial intelligence continues to revolutionize legal practice at an unprecedented pace, creating both remarkable opportunities and complex ethical challenges for today's practitioners. This essential program provides comprehensive guidance on AI integration, regulatory developments, and professional responsibility considerations that every modern lawyer must understand. Stay ahead of the technological curve while maintaining the highest standards of professional competence and client service.   Master current AI applications transforming legal research, document review, and case analysis Navigate emerging regulatory frameworks governing AI use in legal practice Address ethical considerations including bias, transparency, and client confidentiality in AI systems Implement best practices for AI adoption while managing malpractice and security risks   Speaker: Sean Belding has experience drafting asset purchase and sale agreements, intellectual property licenses, service agreements, and distribution and reseller agreements. Sean also has experience drafting information security agreements, terms of use, and privacy policies, and advising clients regarding data privacy and security matters. He has also drafted complex settlement agreements, advised clients on best practices for intellectual property protection and management, and developed patent and commercial litigation strategies, including noninfringement positions, invalidity arguments, and motion practice.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/2/2026
    Presented
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Course1

Drafting Stockholder Agreements, Part 1

$89.00

Stockholders’ agreements can make or break a closely held company.  Voting control is allocated, distribution policies established, buy-sell mechanisms defined, and the relationship of the owners organized.  Most of the big decisions of a closely held company are made in the stockholders’ agreement. In the context of S Corporations, these agreements take on even more importance in the form of various restrictions to ensure the corporation does not lose its pass-through status for federal income tax purposes. This program will provide you with a guide to planning and drafting the most essential provisions of stockholders’ agreements for C and S corporations.    Day 1: Practical uses of stockholders’ agreements Management and voting rights – what events trigger a vote and by whom Economic rights – distributions, taxes, and liquidations Information rights – access to operational, financial and tax information   Day 2: Restrictions on transferability and mechanisms to buy/sell restricted stock Valuation methodologies for stock that does not have a liquid market Protective provisions for S Corps – preventing transfers to ineligible holders Provisions for approving the termination an S Corp election Close corporations and the ability to govern the company without a board of directors   Speaker: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.  Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 6/12/2026
    Avail. Until
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Course1

Drafting Stockholder Agreements, Part 2

$89.00

Stockholders’ agreements can make or break a closely held company.  Voting control is allocated, distribution policies established, buy-sell mechanisms defined, and the relationship of the owners organized.  Most of the big decisions of a closely held company are made in the stockholders’ agreement. In the context of S Corporations, these agreements take on even more importance in the form of various restrictions to ensure the corporation does not lose its pass-through status for federal income tax purposes. This program will provide you with a guide to planning and drafting the most essential provisions of stockholders’ agreements for C and S corporations.    Day 1: Practical uses of stockholders’ agreements Management and voting rights – what events trigger a vote and by whom Economic rights – distributions, taxes, and liquidations Information rights – access to operational, financial and tax information   Day 2: Restrictions on transferability and mechanisms to buy/sell restricted stock Valuation methodologies for stock that does not have a liquid market Protective provisions for S Corps – preventing transfers to ineligible holders Provisions for approving the termination an S Corp election Close corporations and the ability to govern the company without a board of directors   Speaker: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.  Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 6/13/2026
    Avail. Until
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Course1

Drafting Stockholder Agreements, Part 1

$89.00

Master the foundational elements of stockholder agreements that govern ownership relationships, decision-making authority, and wealth transfer in closely-held corporations. This program provides essential guidance on structuring shareholder arrangements that balance control, liquidity, and family harmony in private company contexts. Build the knowledge base necessary for effective corporate governance planning in family and closely-held business enterprises.   Design voting agreements and control mechanisms that ensure effective corporate governance Structure buy-sell provisions that establish fair valuation methods and funding mechanisms Address employment and compensation issues affecting shareholder-employees in closely-held corporations Draft transfer restrictions and right of first refusal provisions that maintain ownership control   Speakers: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/15/2026
    Presented
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Course1

Drafting Stockholder Agreements, Part 1

$89.00

Master the foundational elements of stockholder agreements that govern ownership relationships, decision-making authority, and wealth transfer in closely-held corporations. This program provides essential guidance on structuring shareholder arrangements that balance control, liquidity, and family harmony in private company contexts. Build the knowledge base necessary for effective corporate governance planning in family and closely-held business enterprises.   Design voting agreements and control mechanisms that ensure effective corporate governance Structure buy-sell provisions that establish fair valuation methods and funding mechanisms Address employment and compensation issues affecting shareholder-employees in closely-held corporations Draft transfer restrictions and right of first refusal provisions that maintain ownership control   Speakers: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/15/2026
    Presented
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Course1

Drafting Stockholder Agreements, Part 2

$89.00

Advance your stockholder agreement expertise with sophisticated strategies for complex ownership structures and specialized corporate governance arrangements. This program builds on foundational concepts to address challenging scenarios including multi-generational ownership, professional investors, and succession planning considerations. Develop the specialized knowledge required for the most complex closely-held corporation planning.     Master complex ownership structures including voting trusts, family limited partnerships, and holding companies Address drag-along and tag-along rights in professional investor and venture capital contexts Navigate succession planning and generational transfer issues affecting family business continuity Structure innovative governance mechanisms that adapt to changing family and business dynamics   Speakers: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/16/2026
    Presented
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Course1

Drafting Stockholder Agreements, Part 2

$89.00

Advance your stockholder agreement expertise with sophisticated strategies for complex ownership structures and specialized corporate governance arrangements. This program builds on foundational concepts to address challenging scenarios including multi-generational ownership, professional investors, and succession planning considerations. Develop the specialized knowledge required for the most complex closely-held corporation planning.     Master complex ownership structures including voting trusts, family limited partnerships, and holding companies Address drag-along and tag-along rights in professional investor and venture capital contexts Navigate succession planning and generational transfer issues affecting family business continuity Structure innovative governance mechanisms that adapt to changing family and business dynamics   Speakers: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/16/2026
    Presented
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Course1

Effective Contract Drafting: Fundamentals, Negotiation Strategies & Key Provisions

$89.00

Master the essential skills of contract drafting where precise language meets strategic thinking to create enforceable agreements that serve client interests while preventing costly disputes. This comprehensive program provides systematic approaches to contract creation, from initial structure and organization to final negotiation and execution. Transform routine contracting into strategic advantage through superior drafting techniques and negotiation strategies.   Design contract structures and organization that enhance clarity while protecting client interests Master essential drafting techniques including defined terms, conditions precedent, and performance standards Develop negotiation strategies that balance relationship preservation with optimal contract terms Address common drafting pitfalls and ambiguities that create unnecessary litigation risks and client exposure   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/24/2026
    Presented
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Course1

Effective Contract Drafting: Fundamentals, Negotiation Strategies & Key Provisions

$89.00

Master the essential skills of contract drafting where precise language meets strategic thinking to create enforceable agreements that serve client interests while preventing costly disputes. This comprehensive program provides systematic approaches to contract creation, from initial structure and organization to final negotiation and execution. Transform routine contracting into strategic advantage through superior drafting techniques and negotiation strategies.   Design contract structures and organization that enhance clarity while protecting client interests Master essential drafting techniques including defined terms, conditions precedent, and performance standards Develop negotiation strategies that balance relationship preservation with optimal contract terms Address common drafting pitfalls and ambiguities that create unnecessary litigation risks and client exposure   Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property.He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities.Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/24/2026
    Presented
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Course1

Contracting in a World of AI Chaos

$89.00

Navigate the unprecedented challenges of creating binding agreements in an era where artificial intelligence transforms contract formation, performance, and interpretation in ways traditional legal frameworks never anticipated. This cutting-edge program addresses the intersection of contract law and AI technology, from automated contract generation to AI-powered performance monitoring. Master the emerging legal landscape that governs commercial relationships in our AI-driven economy.   Address liability and performance issues when AI systems are involved in contract formation and execution Navigate intellectual property and data rights affecting AI-generated contract terms and automated decision-making Understand regulatory compliance requirements affecting AI use in commercial contracting and performance monitoring Draft provisions addressing AI system failures, updates, and technology obsolescence in long-term agreements   Speaker: Laila Pastzti focuses her practice on technology and intellectual property transactions with deep experience in artificial intelligence and machine learning, helping clients manage risk and protect their commercial interests. A former machine-learning engineer, she advises on acquiring and integrating AI technologies—particularly in health care—guiding clients through regulations governing diagnostics, medical devices, patient care, reimbursement and operational management. Recognized as a “trailblazer in AI law,” she offers practical insight into AI investment, use and commercialization. Her work also spans technology aspects of mergers and acquisitions, corporate finance, licensing and commercial deals, representing both buyers and sellers in multinational transactions. Frequently sought for her expertise in privacy, cybersecurity, big-data diligence, IP strategy and AI commercialization, she brings sophisticated guidance to complex technology-driven matters.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/25/2026
    Presented
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Course1

Contracting in a World of AI Chaos

$89.00

Navigate the unprecedented challenges of creating binding agreements in an era where artificial intelligence transforms contract formation, performance, and interpretation in ways traditional legal frameworks never anticipated. This cutting-edge program addresses the intersection of contract law and AI technology, from automated contract generation to AI-powered performance monitoring. Master the emerging legal landscape that governs commercial relationships in our AI-driven economy.   Address liability and performance issues when AI systems are involved in contract formation and execution Navigate intellectual property and data rights affecting AI-generated contract terms and automated decision-making Understand regulatory compliance requirements affecting AI use in commercial contracting and performance monitoring Draft provisions addressing AI system failures, updates, and technology obsolescence in long-term agreements   Speaker: Laila Pastzti focuses her practice on technology and intellectual property transactions with deep experience in artificial intelligence and machine learning, helping clients manage risk and protect their commercial interests. A former machine-learning engineer, she advises on acquiring and integrating AI technologies—particularly in health care—guiding clients through regulations governing diagnostics, medical devices, patient care, reimbursement and operational management. Recognized as a “trailblazer in AI law,” she offers practical insight into AI investment, use and commercialization. Her work also spans technology aspects of mergers and acquisitions, corporate finance, licensing and commercial deals, representing both buyers and sellers in multinational transactions. Frequently sought for her expertise in privacy, cybersecurity, big-data diligence, IP strategy and AI commercialization, she brings sophisticated guidance to complex technology-driven matters.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/25/2026
    Presented
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Course1

LIVE REPLAY: Service Level Agreements in Technology Contracting

$89.00

Master the critical components of service level agreements that can make or break technology partnerships in our increasingly digital business environment. This program provides comprehensive guidance on drafting enforceable SLA provisions that balance client expectations with realistic performance standards while protecting against costly disputes. Learn to structure agreements that ensure accountability without creating impossible obligations for service providers.   Define measurable performance metrics and service availability standards that align with business needs Draft effective remedies and penalty structures for SLA breaches and service failures Address force majeure and excusable delay provisions specific to technology service interruptions Navigate complex issues involving third-party dependencies and cascading service level obligations   Speaker: Peter J. Kinsella is a partner in the Denver office of Perkins Coie, LLP, where he has an extensive technology law practice focusing on advising start-up, emerging and large companies on technology-related commercial and intellectual property transaction matters. Prior to joining his firm, he worked for ten years in various legal capacities with Qwest Communications International, Inc. and Honeywell, Inc. Mr. Kinsella has extensive experience structuring and negotiating data sharing agreements, complex procurement agreements, product distribution agreements, OEM agreements, marketing and advertising agreements, corporate sponsorship agreements, and various types of patent, trademark and copyright licenses. Mr. Kinsella received his B.S. from North Dakota State University and his J.D. from the University of Minnesota Law School.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 6/29/2026
    Presented
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Course1

LIVE REPLAY: Service Level Agreements in Technology Contracting

$89.00

Master the critical components of service level agreements that can make or break technology partnerships in our increasingly digital business environment. This program provides comprehensive guidance on drafting enforceable SLA provisions that balance client expectations with realistic performance standards while protecting against costly disputes. Learn to structure agreements that ensure accountability without creating impossible obligations for service providers.   Define measurable performance metrics and service availability standards that align with business needs Draft effective remedies and penalty structures for SLA breaches and service failures Address force majeure and excusable delay provisions specific to technology service interruptions Navigate complex issues involving third-party dependencies and cascading service level obligations   Speaker: Peter J. Kinsella is a partner in the Denver office of Perkins Coie, LLP, where he has an extensive technology law practice focusing on advising start-up, emerging and large companies on technology-related commercial and intellectual property transaction matters. Prior to joining his firm, he worked for ten years in various legal capacities with Qwest Communications International, Inc. and Honeywell, Inc. Mr. Kinsella has extensive experience structuring and negotiating data sharing agreements, complex procurement agreements, product distribution agreements, OEM agreements, marketing and advertising agreements, corporate sponsorship agreements, and various types of patent, trademark and copyright licenses. Mr. Kinsella received his B.S. from North Dakota State University and his J.D. from the University of Minnesota Law School.

  • Teleseminar
    Format
  • 60
    Minutes
  • 6/29/2026
    Presented
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Course1

Roadmap of Venture Capital and Angel Funding, Part 1

$89.00

Rapidly growing companies often raise capital in “angel” or venture capital transactions.  Investors provide capital in exchange for carefully structured equity rights and frequently some form of governance rights. Investors also often provide the company with industry expertise, contacts, and access that may be as valuable as financial capital. These funding transactions can take a startup or more mature company to higher levels of growth. But they are complex transactions that can involve a dozen or more interrelated documents. This program will provide you with a practical guide to the stages and documentation of an angel or venture capital transaction.   Day 1: Current state of angel and venture capital markets & trends in deal terms Review of the suite of documents involved in most funding deals Methods of valuation and their impact on successive stages of investment Reviewing or drafting terms sheets – pitfalls and opportunities Angel investing – equity v. debt, common terms, impact on later venture capital funding   Day 2: Review of most highly negotiated terms in funding deals Investor protections – information  & veto rights, liquidity event rights Liquidation preferences, anti-dilution rights, and dividends Striking the right balance between founders/managers and investors on the board Options pools for founders, managers and employees   Speakers: Howard Bobrow is a partner in the Cleveland, Ohio office of Taft Stettinius & Hollister LLP, where he chairs the firm’s venture capital practice. He counsels private equity and venture capital firms, other institutional investors and angel investors on all aspects of acquisitions, dispositions, capital formation and private placements. He regularly represents and advises funds on their organization and formation, the fundraising process, governance matters, investments and compliance with pertinent regulations.   Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice.  He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use.  He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.  

  • MP3 Download
    Format
  • 60
    Minutes
  • 7/9/2026
    Avail. Until
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