ISBA Offices Closed Friday, April 28 for Staff DEI Training
Both of the ISBA's offices will be closed on Friday, April 28 for all staff to attend a Diversity, Equity, and Inclusion Training Program. Normal operations will resume Monday, May 1.
Defined Value Clauses: Drafting & Avoiding Red Flags - A National Perspective
Presented by the ISBA
1.0 hour MCLE credit
Original Program Date: March 9, 2022
Accreditation Expiration Date: May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)
Formula and defined value clauses are used in estate planning to attempt to “fix” the value of property transferred in a lifetime gift, testamentary transfer, or sale. These clauses are also frequently used in marital deduction and credit shelter trusts, and GST allocations. Carefully drafted formula clauses can withstand IRS scrutiny and optimize tax outcomes for a client’s estate. But the IRS is aggressive in challenging formula clauses as not reflecting economic reality and understating the value of the property transferred. This program will provide you with an in-depth discussion of the uses of formula clauses, regulatory and case law developments, and practical guidance in drafting clauses to avoid red flags and withstand IRS scrutiny.
- Types of clauses – formula allocation by subsequent agreement, final value for gift taxes, or price adjustment
- Use in marital deduction and credit shelter trusts, and GST Tax allocations
- Spotting red flags that may trigger IRS scrutiny
- Case law and regulatory developments
- Special considerations in “de-coupled” states
Speaker:
Michael Sneeringer a partner in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA’s Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute. Mr. Sneeringer received his B.A. from Washington & Jefferson College, his J.D., cum laude, St. Thomas University School of Law, and his LL.M. from the University of Miami School of Law.
Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses. She also represents clients before federal and state taxing authorities. Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001. Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law.
Indemnification & Hold Harmless Agreements in Real Estate Transactions - A National Perspective
Presented by the ISBA
1.0 hour MCLE credit
Original Program Date: March 8, 2022
Accreditation Expiration Date: May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)
Indemnification and hold harmless agreements are part of virtually every real estate transition. These agreements protect parties against financial loss or other liability arising from the occurrence of certain events. Indemnification is often backed by insurance policies. The interaction between indemnification provisions – scope, triggering events, assertion of claims and payment – and funding sources is typically very complex. This program will provide you with a real-world guide to indemnification and insurance in real estate development, ownership, and leasing.
- Forms of indemnification in real estate
- Scope of indemnity, triggering events or discoveries, ensuring payment of claims
- Utilizing insurance policies to guarantee and fund indemnification claims
- Types and roles of various forms of insurance – casualty, business/rent interruption, CGL
- Important differences among named insureds and additional insureds
- Drafting interaction of co-insurance, valuation, and agreed value endorsements
Speakers:
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. Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.
Governance for Nonprofit and Exempt Organizations - A National Perspective
Presented by the ISBA
1.0 hour MCLE credit
Original Program Date: March 3, 2022
Accreditation Expiration Date: May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)
Non-profit and tax exempt organizations of every size are complex organizations. Boards of directors need to recruit and retain talented management, supervise the investment of endowments in often volatile markets, engage profit-making corporations in joint ventures, and ensure the integrity of systems and policies in environment of increased governmental and public scrutiny. Effective governance of these organizations is essential to advancing the non-profit’s mission. When governance fails, the organization itself and its directors are exposed to potential liability. This program will provide you with a practical guide to major governance issues for non-profits, including major management issues.
- Current IRS and attorneys general investigation and enforcement priorities
- Essential provisions of non-profit management agreements
- Best practices for determining executive compensation
- Fiduciary duties, potential liability, and indemnification of nonprofit directors and officers
- Compliance issues, including Form 990
Speaker:
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. 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.
Service Level Agreements in Technology Contracting - A National Perspective
Presented by the ISBA
0.75 hour MCLE credit
Original Program Date: March 1, 2022
Accreditation Expiration Date: May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)
In a world where every client depends on IT functions – web site hosting, e-commerce, telecom, storing files remotely in the Cloud, or on locally leased servers, e-mail and much more – and when most of these functions are outsourced or provided by vendors, Service Level Agreements (SLAs) are of paramount importance. SLAs set benchmarks for these services – what uptime is expected and for how long, what happens when something goes down, how is service measured and reported? The operation of every business and every law firm rests on the answer to these questions. This program will provide you a practical guide to reviewing, drafting and negotiating SLAs for client IT functions.
- Purpose of SLAs – ensuring clients get benefit of bargain, incentivizing providers
- Types of services – locally installed v. the Cloud
- Service availability – uptime, guarantees, exclusions
- Service performance – minimum v. expected service, resolution time v. resolution goals
- Special considerations when drafting for the Cloud
- Common failures, damages, and remedies
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.
Drafting Ground Leases, Part 2 - A National Perspective
Presented by the ISBA
1.0 hour MCLE credit
Original Program Date: April 27, 2022
Accreditation Expiration Date: May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)
Ground leases are sophisticated contracts combining the elements of buy/sell agreements, commercial leases, and a sophisticated financing. A landowner enters a long-term lease with a developer who constructs a building or other improvements on the land. The developer generally finances the building, occupying it or leasing it out to other tenants, paying the landowner rent on the underlying ground over a long period of time. There are many benefits of ground leases for the landowner and the tenant. But they are very complex agreements involving sophisticated economic calculations and require very careful review. This program will provide you with a practical guide to how ground leases work, and negotiating and drafting them.
Day 2 – April 27, 2022:
- Major financing issues, including subordination
- Construction and development issues
- Special condemnation and casualty considerations
Speaker:
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. Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.
John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP. He has more than 40 years’ experience in real estate law practice. He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute. He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law. He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont. He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.
Drafting Ground Leases, Part 1 - A National Perspective
Presented by the ISBA
0.75 hour MCLE credit
Original Program Date: April 26, 2022
Accreditation Expiration Date: May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)
Ground leases are sophisticated contracts combining the elements of buy/sell agreements, commercial leases, and a sophisticated financing. A landowner enters a long-term lease with a developer who constructs a building or other improvements on the land. The developer generally finances the building, occupying it or leasing it out to other tenants, paying the landowner rent on the underlying ground over a long period of time. There are many benefits of ground leases for the landowner and the tenant. But they are very complex agreements involving sophisticated economic calculations and require very careful review. This program will provide you with a practical guide to how ground leases work, and negotiating and drafting them.
Day 1 – April 26, 2022:
- Overview of important provisions of ground leases
- Underlying economics of ground leases
- Permitted use and change of use
- Methodologies for setting and adjusting rent to reflect risk and value over time
Speaker:
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. Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.
John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP. He has more than 40 years’ experience in real estate law practice. He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute. He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law. He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont. He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.
"Boilerplate" Provisions in Contracts: Overlooked Traps in Every Agreement - A National Perspective
Presented by the ISBA
1.0 hour MCLE credit
Original Program Date: April 20, 2022
Accreditation Expiration Date: May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)
The “back of the book” provisions of common business, commercial and real estate agreements are often labeled “boilerplate,” copied and pasted from earlier agreements. But when disputes arise, these overlooked provisions – related to damages, choice of law and forum, notice, integration, and amendments – can determine the fate transaction. These provisions, if not closely examined in the context of every agreement, can provide grounds for litigation – or threats of litigation. This program will provide you with a practical guide to drafting essential “boilerplate” provisions with an emphasis on reducing risk.
- Damages – types, limitations, drafting traps
- Choice of law/choice of forum – what the law allows v. what parties prefer
- Amendments – forms of written amendments, email, and course of dealing
- Notice – adapting methods to digital communication, traps
- Integration – conversations, extraneous writings, and assumptions
Speaker:
Shannon M. Bell is a member with Kelly Law Partners, LLC, where she litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues. Her construction experience extends from contract negotiations to defense of construction claims of owners, HOAs, contractors and tradesmen. She also represents clients in claims of shareholder and officer liability, piercing the corporate veil, and derivative actions. She writes and speaks on commercial litigation, employment, discovery and bankruptcy topics. Ms. Bell earned her B.S. from the University of Iowa and her J.D. from the University of Denver.
Escrow Agreements in Real Estate Transactions - A National Perspective
Presented by the ISBA
1.0 hour MCLE credit
Original Program Date: April 19, 2022
Accreditation Expiration Date: May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)
Escrow agreements are essential documents in every significant real estate transaction. They are mechanisms for allocating risk among the parties to the transaction. Escrow agents are charged with determining whether certain contractual conditions are satisfied, thereby triggering the disbursement of money or property. Escrow arrangements mitigate the risk of non-performance by one of the parties. But escrow agreements are fraught with potential conflicts and traps that may give rise to delays in finally closing a transaction. This program will provide you with a practical guide to drafting effective escrow agreements, risk allocation, conflict avoidance and working with escrow agents.
- Essential terms – property held, conditions for release/disbursement, fees
- Defining an agent’s duties, authority, and liability
- Practical problems with escrow arrangements – holding all the documents, breaking escrow, death of party
- Issues in construction contracts, development transactions, and property sales
- Letter of credit, tax and bankruptcy issues to consider
Speakers:
John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP. He has more than 40 years’ experience in real estate law practice. He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute. He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law. He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont. He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.
Fundamentals of Licensing Technology, Part 2 - A National Perspective
Presented by the ISBA
1.0 hour MCLE credit
Original Program Date: April 13, 2022
Accreditation Expiration Date: May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)
Licenses are complex agreements governing the use of software, technology and other inventions. Most companies depend on technology it licenses to create operate and create value. But these complex instruments are also traps for the unwary, blending how and when the licensed technology can be used, in what territory, and by whom. Licenses also incorporate sprawling indemnity and damages provisions. Carefully drafted, negotiated or reviewed, licenses can be the fount of great value. But their complexity is also fraught with traps. This program will provide you with an intermediate-level guide to drafting and reviewing the most important provisions of licenses, including scope of use, property ownership and adaptation, royalties, warranties and indemnity, and remedies.
Day 2 – April 13, 2022:
- Remedies on breach – financial liability and specific performance
- Indemnity – scope of obligation, exclusions, mechanics, remedies/triggers
- Limitation of liability – forms liability and failure of essential purpose
- Risk management – insurance, escrow, force majeure
- IP diligence – what to look for and red flags
Speaker:
Matt McKinney is a partner in the Denver office of Koenig, Oelsner, Taylor, Schoenfeld & Gaddis P.C., where his practice focuses on structuring and negotiating complex commercial and technology transactions and representing companies in intellectual property and technology-related matters. He is experienced with a wide range of contracts regarding the commercialization and protection of intellectual property including software, content, patent and trademark licenses, and software as a service (SaaS) agreements. Mr. McKinney earned his B.A. from Grinnell College and his J.D., with distinction, from the University of Iowa College of Law.