Original Program Date: May 18, 2022 Accreditation Expiration Date: May 9, 2025 (You
must certify completion and save your certificate before
this date to get MCLE credit)
There are tax and other benefits
to holding a closely-held company or other business interests in a trust. But there are also substantial risks. Trusts are typically required to diversify
their holdings. But when a company is held in a trust there is almost a highly
concentrated, and thus risky, position. Similarly, holding real estate or
nontraditional assets also involves issues of liquidity and proper fiduciary
and income tax administration. This program will provide you with a real world
guide placing business interests in a trust.
Dilemmas
of operating companies in trusts – concentrated assets, speed, decision-making
Concentrated
assets and the fiduciary duty to diversify
Counseling
clients about the right trust for different asset classes
Preserving
S Corp status or other tax benefits in trust
Business
succession planning for family businesses
Managing
minority stakes in operating companies or assets
Financial
and tax administration traps
Speakers:
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.
Original Program Date: May 12, 2022 Accreditation Expiration Date: May 9, 2025 (You
must certify completion and save your certificate before
this date to get MCLE credit)
Text messaging is mainstream.
Clients generate virtual reams of data when they message with business
partners, vendors, employees, and even public. This is a rich vein of
electronically stored information that is potentially discoverable in formal
litigation or pre-litigation. Because texting is so convenient, casual and
almost reflexive, the caution clients exercise in other forms of communication
are often disregarded when texting, including when they text with their
lawyers. This program will provide you with a practical guide to obtaining text
messages, the risks of discovery in litigation, and related issues.
Obtaining
text messages – working with mobile carriers
Timing
– how long are texts kept and in what form?
Discovery
issues – obtaining texts from parties or other sources
Issues
related to encrypted messaging services
How
strategies differ for plaintiffs and defendants
Speaker:
Stanley E. Woodward Jr. is a partner in the law firm Brand Woodward Law, where he has a
broad civil litigation and white-collar criminal defense practice. He also conducts internal corporate
investigations. He serves as an adjunct
professor of law at Catholic University of America Columbus School of Law,
where he teaches pre-trial litigation and employment law. Before entering private
practice, he served as a judicial clerk to Judge Vanessa Ruiz of the District
of Columbia Court of Appeals, and Judges Joan Zeldon and Judge Rufus King III
of the Superior Court of the District of Columbia. Mr. Woodward earned his B.A., cum laude, and his M.S., magna cum laude, from American
University, and his J.D., cum laude,
from The Catholic University of America Columbus School of Law.
Original Program Date: May 11, 2022 Accreditation Expiration Date: May 9, 2025 (You
must certify completion and save your certificate before
this date to get MCLE credit)
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 2 – May 11,
2022:
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. Mr. Straga earned his and
his B.A. from the University of Delaware and his J.D. from the George
Washington University Law School.
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.
Ms. Merritt earned her B.S. from the University of Maryland, and her
J.D. from the University of Virginia School of Law.
Original Program Date: May 10, 2022 Accreditation Expiration Date: May 9, 2025 (You
must certify completion and save your certificate before
this date to get MCLE credit)
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 – May 10,
2022:
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
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. Mr. Straga earned his and
his B.A. from the University of Delaware and his J.D. from the George
Washington University Law School.
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.
Ms. Merritt earned her B.S. from the University of Maryland, and her
J.D. from the University of Virginia School of Law.
Original Program Date: May 5, 2022 Accreditation Expiration Date: May 9, 2025 (You
must certify completion and save your certificate before
this date to get MCLE credit)
The IRS reviews every estate and gift tax
return and audits them at a far higher rates than income tax returns. When a
client return is chosen for examination and audit, an estate is subject to a
very time-consuming and costly process.
Understanding the steps in the process, the personnel involved, and the
limits of what you can reasonably expect as part of a settlement are all
essential to successfully concluding an audit. It’s also very important to
understand how returns are selected for exam. This program will provide you
with a practical guide preparing for and defending and audit and tips for
reducing the risk of triggering an audit.
Timeline,
process, personnel and deadlines – understanding how an audit unfolds
Common
audit triggers and how returns are selected for examination
Review
of common issues on audit – FLP/FLLCs, defined value clauses, insurance
policies and lifetime gifts
Drafting
responses and working with IRS personnel
Determining
the range of reasonable settlement proposals
Important
attorney-client privilege, statute of limitation, and evidentiary
considerations
Speakers:
Brian R. Harris is a partner in the Tampa, Florida
office of Fogarty Mueller Harris, PLLC, where he represents clients in federal,
state, and local tax controversy and litigation throughout the United States.
He also represents clients before the IRS, state departments of revenue, and
municipalities. Earlier in his career,
he was a trial attorney with the U.S. Department of Justice, Tax Division, and
lead attorney for the United States and IRS in federal courts across the
country. Mr. Harris received his B.S. and M.S. from the University of Florida
and his J.D. from the University of Florida College of Law.
Original Program Date: June 28, 2022 Accreditation Expiration Date: May 9, 2025 (You
must certify completion and save your certificate before
this date to get MCLE credit)
Liquidity is an almost universal need in trust
and estate planning. When a client dies, death taxes may need to be paid. Expenses incurred in administration need to
be paid. Distributions may be required
under trust instruments. For these and
many other reasons, estates need cash.
The big challenge comes when the estate has assets that, though
valuable, are not liquid. Assets may
include real estate that is not quickly or cost-effectively sold. Or a successful family business may be
involved, where ownership stakes are not easily transferred or for which there
is no ready market. Complex financial
assets, artwork or other unique property, hard to value and hard to sell, may
also be held. Trust and estate plans
must anticipate the need for liquidity and formulate strategies for providing
it or deferring taxes and distributions until liquidity can be created. This
program will provide you with a real world guide to practical strategies for
creating liquidity in trust and estate planning.
Challenges
of planning for illiquid assets like real estate, family businesses, and unique
property
Techniques
and tools to fund tax liabilities, distributions, expenses and more
Mechanics
of electing a deferral of estate tax under IRC Section 6166
Use
and advantages of using Graegin notes to obtain liquidity
Advantages
and disadvantages of use of redemptions and buy-sell agreements
Use
of life insurance and other financial products to provide liquidity
Speakers:
Jonathan
Gopman
is a partner with Akerman, LLP in Naples and chair of the firm’s trusts and
estate practice group. His practice
focuses on sophisticated wealth accumulation and preservation planning
strategies for entrepreneurs. He also
assists entrepreneurs with their personal and business planning needs at all
phases of the wealth accumulation and preservation cycle. Mr. Gopman is a Fellow of the American
College of Tax Counsel and co-author of the revised version of the BNA Tax
Management Portfolio on Estate Tax Payments and Liabilities.
Original Program Date: June 15, 2022 Accreditation Expiration Date: May 9, 2025 (You
must certify completion and save your certificate before
this date to get MCLE credit)
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
2 – June 15, 2022:
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. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and
his J.D. from Georgetown University Law Center.
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. Ms. Merritt earned her B.S. from the
University of Maryland, and her J.D. from the University of Virginia School of
Law.
Original Program Date: June 14, 2022 Accreditation Expiration Date: May 9, 2025 (You
must certify completion and save your certificate before
this date to get MCLE credit)
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 – June 14, 2022:
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
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. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and
his J.D. from Georgetown University Law Center.
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. Ms. Merritt earned her
B.S. from the University of Maryland, and her J.D. from the University of
Virginia School of Law.
Original Program Date: June 3, 2022 Accreditation Expiration Date: May 9, 2025 (You
must certify completion and save your certificate before
this date to get MCLE credit)
The world is in the midst of the
greatest transfer of wealth ever recorded. Baby Boomers retired with more
wealth than any earlier generation and retired with more complicated family
circumstances. This wealth and family
complexity are giving rise to more trust litigation. This litigation includes
the extent to which trust interests are reachable in divorce proceedings;
fiduciary investment decisions, the handling of concentrated positions in
closely held companies, and arguably tortious interference with trust
interests. This program will review significant developments in fiduciary
litigation.
Disputes
over discretionary decisions, including distributions
Tortious
interference with inheritance interests
Handling
concentrated positions in closely held companies
Disputes
involving operation of family businesses in trusts
Counseling
clients when fiduciary litigation involves family animosity
Speakers:
Steven B. Malech is partner in the New
York City office of Wiggin and Dana, LLP, where he is chair of the firm’s
probate litigation practice group. He is
represents beneficiaries, fiduciaries and creditors in disputes involving
alleged violations of the Prudent Investor Act and its predecessors, alleged
breaches of fiduciary duty, disputed accountings, and will contests. He
represents clients in cutting edge probate litigation matters involving trusts
and estates with assets in the hundreds of millions of dollars. Mr. Malech
received his B.A., with special honors, from the University of Texas and his
J.D. from the Connecticut School of Law.
Original Program Date: June 2, 2022 Accreditation Expiration Date: May 9, 2025 (You
must certify completion and save your certificate before
this date to get MCLE credit)
Retaliation claims are among the most
common form of employment litigation, either as standalone claims or when a
substantive claim of harassment or discrimination fails. The scope of an
employee’s protected conduct – whistleblower activity, requests for
accommodation, and other forms of activity – is not limitless but it expansive.
There are also complicated questions of what constitutes an adverse action by
an employer and the causal connection between the employee’s protected activity
and the adverse action. This program will review of recent case law and other developments
impacting each of the elements of an actionable retaliation claim and best
practices to avoid liability.
Case
law developments impacting elements of retaliation claims – protected conduct,
adverse action, and causation
Scope
of “protected conduct,” including requests for reasonable accommodation
What
constitutes adverse action by the employer – and when action must be taken
Standards
for establishing causal link between protected conduct and adverse action
Relationship
among harassment, discrimination, ADA and retaliation claims
Speaker:
Ryan Derry is a
partner in the San Francisco office of Paul Hastings, LLP. His practice includes all aspects of
employment litigation and counseling, including employment discrimination, retaliation,
harassment, and wage and hour claims. He represents employers in multiple
jurisdictions in state and federal courts as well as in administrative
proceedings against individual and class claims. He has been named as a
California Super Lawyer Rising Star for multiple years. Mr. Derry received his B.S., summa cum laude, from the
University of Massachusetts Amherst and his J.D. from The George Washington
University Law School, with
honors, in 2006.
