Planning with Single Member LLCs, Part 1 - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: October 4, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 3, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Single Member LLCs are among the most flexible vehicles in business and real estate transactions. Creatures of state law, they are “nothing” for federal income tax purposes. They can be used to minimize tax and liability with maximum organizational flexibility. They may be used in conjunction with S Corps and general partnerships in business and real estate transactions. But there are also substantial limits and traps. Among the traps is that their limited liability can be pierced more easily through equitable doctrines to personal liability. There are also many potential tax traps. This program will provide you with a real-world guide to organizing and using Single Member LLCs in transactions.


Day 1:
  • Classification of LLCs for income tax purposes – what does “nothing” mean?
  • Formation and organizational issues – how they differ from multi-member LLCs
  • Relationship to S Corps – as owners, as subsidiaries, as Single Member LLCs themselves
  • Single Member LLCs as charities or as property of charities – and gifting issues
  • Merger and acquisition issues involving Single Member LLCs
  • Series LLCs as an alternative to commonly owned Single Member LLCs


Speakers:

Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning. Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance. Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center.

Elizabeth Fialkowski Stieff is an attorney in the Baltimore, Maryland office of Venable, LLP, where her practice focuses on corporate advisory matters, including mergers, acquisitions, and joint ventures, as well as tax controversies. Prior to joining Venable, she was an associate in corporate and securities practice at a national law firm, where she advised clients on a variety of federal and state tax issues. Before entering private practice, she served as a judicial clerk to Judge L. Paige Marvel of the United States Tax Court. Ms. Stieff earned her B.A. from John Hopkins University and her J.D. and LL.M. from Georgetown University Law Center.

Director and Officer Liability - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: September 30, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 2, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Statutory and common law impose certain fiduciary duties—care, diligence, good faith, and fair dealing—on directors and managers of corporate entities, managers of LLCs, and in certain instances members of LLCs. The corporate and organizational opportunity doctrines also operate to restrict the activity of closely held company stakeholders, preventing misappropriation of certain corporate or LLC opportunities. In certain instances, the owners of the entity may want to expand, limit, or even entirely eliminate these duties. Depending on the entity involved and the specific duty, the law may allow modification by agreement, but unintended consequences may be substantial. This program provides you with a practical guide to fiduciary duties in corporations and LLCs, how they may be modified, and the possible consequences.

• Fiduciary duties in closely held corporations and LLCs• Corporate fiduciary duties and standards of review—duty of loyalty and duty of care
• Conflicts of interest and self-dealing issues in closely held corporations
• Fiduciary duties in LLCs—standards set by contract and by law
• Which duties may be modified or eliminated—and which may not
• How the corporate and organizational opportunity doctrines work in closely held companies.


Speaker:

Frank Ciatto is a partner in the Washington, DC, office of Venable LLP, where he advises 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 ABA Business Law Section Mergers & Acquisitions Subcommittee. He is also a Certified Public Accountant. James DePaoli is an attorney in the Washington, DC, office of Venable LLP, where his practice focuses on corporate and commercial matters. He represents clients in the acquisition and disposition of assets and securities, mergers, and other business combinations and reorganizations.

Selling to Consumers: Sales, Finance, Warranty & Collection Law, Part 2 - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: September 28, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 2, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


There is no larger market than sales of goods to consumers. Though the opportunities for your clients are vast, selling to consumers is unlike selling to other businesses. Sales to consumers are governed by overlapping layers of regulations covering how those sales are financed, what warranties are implied by law versus expressly made by the seller, and – when need arises – debt collection of defaulted accounts. Failure to understand and comply with these layers of complexity can lead to consumer complaints and regulatory action, litigation and substantial liability. This program will provide you a framework for understanding the law of consumer sales, including financing those sales, express and implied warranties imposed by law, and debt collection from consumers.


Day 2:
  • Understanding the role of implied and express warranties in consumer sales under federal law
  • Limiting a seller’s exposure to warranties and otherwise managing risk
  • Overview Fair Debt Collection Practices Act and the Consumer Credit Protection Act
  • Permissible debt collection practices in consumer sales and potential liability
  • Communications with debtors and third parties and required disclosures
  • Best practices to avoid liability for businesses, lawyers, and law firms


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. Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.

Selling to Consumers: Sales, Finance, Warranty & Collection Law, Part 1 - A National Perspective

Presented by the ISBA


0.75 hour MCLE credit


Original Program Date: September 27, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 2, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


There is no larger market than sales of goods to consumers. Though the opportunities for your clients are vast, selling to consumers is unlike selling to other businesses. Sales to consumers are governed by overlapping layers of regulations covering how those sales are financed, what warranties are implied by law versus expressly made by the seller, and – when need arises – debt collection of defaulted accounts. Failure to understand and comply with these layers of complexity can lead to consumer complaints and regulatory action, litigation and substantial liability. This program will provide you a framework for understanding the law of consumer sales, including financing those sales, express and implied warranties imposed by law, and debt collection from consumers.


Day 1:
  • Essential law governing sales to consumers – sales law, finance, warranties
  • Sales law – how consumer sales differ from commercial sales
  • Consumer finance – securing the sales with collateral and anticipating defaults
  • Role of the Uniform Consumer Credit Code and Reg Z
  • Role of the new federal Consumer Financial Protection Bureau
 

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. Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.


Defending Against IRS Audits of Closely Held Companies, Part 2 - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: September 21, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 2, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


This program will provide you with a practical guide to defending closely held businesses and owners against IRS audits and collection activity. The program will discuss counseling clients about what to expect in the process and preparing their documentation for review. It will also cover assessing their potential liability and preparing strategies accordingly. The differences between income and employment tax issues will also be covered. This program will provide you with real world guide to defending against IRS audit and collection activity of closely held companies.

Day 2:
  • Counseling clients about the scope and nature of IRS collection activity
  • IRS use of asset freezes – cash and liquid assets
  • Liens and levies – and how to obtain releases
  • Obtaining injunctive relief from collection activity
  • Interrelationship of bankruptcy law and collection activity


Speakers:

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


Defending Against IRS Audits of Closely Held Companies, Part 1 - A National Perspective

Presented by the ISBA

0.75 hour MCLE credit


Original Program Date: September 20, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 2, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


This program will provide you with a practical guide to defending closely held businesses and owners against IRS audits and collection activity. The program will discuss counseling clients about what to expect in the process and preparing their documentation for review. It will also cover assessing their potential liability and preparing strategies accordingly. The differences between income and employment tax issues will also be covered. This program will provide you with real world guide to defending against IRS audit and collection activity of closely held companies.


Day 1:
  • Ascertaining the IRS’s goals and determining a reasonable range of settlements
  • Types of settlements and IRS settlement standards
  • Appeals process and rates of success at each level
  • Negotiating an audit settlement in anticipation of collections
  • Collections process, defenses, and forms of penalty


Speakers:

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

The Illinois Supportive Decision-Making Agreement Act

Presented by the ISBA Elder Law Section
Co-Sponsored by the ISBA Trusts & Estates Section
1.0 hour MCLE credit


 Original Program Date: April 4, 2023
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 10, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Get the information you need about the Illinois Supportive Decision-Making Agreement Act with this online seminar. Elder law attorneys, disability practitioners, and senior lawyers with all levels of practice experience will learn:
  • Which clients may benefit from a supported decision-making Agreement;
  • Who can be a supporter under an Agreement; and
  • The role, duties, and prohibitions of the supporter.

Program Coordinator/Moderator:
Dolores A. Wigman, Prairie State Legal Services, Inc., Woodstock

Program Speaker:
Barry G. Lowy, Office of State Guardian, Springfield
Teresa Parks, Illinois Guardianship and Advocacy Commission, Peoria


Pricing Information

  • Please Note: You must attend the entire program in order to earn MCLE credit for this seminar.
  • ISBA sponsoring section members get a $10 registration discount (which is automatically calculated in your cart when you log in to register).
  • Fees:
    • ISBA Member Price of $30 is displayed below when you login and program is eligible for Free CLE member benefit
    • Non-Member Price $50
    • New Attorney Member (within the first five years of practice) - $25
    • Law Students - Free

Special Lease Issues for Medical/Dental Offices - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: September 13, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 2, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Leased Medical office space is now larger than industrial and nearly as large as retail leasing. These encompass primary medical and dental care practice, specialized surgical hospitals, long-term acute care facilities, community clinics, and health and wellness facilities. All of these come with special leasing issues, including the creation and disposal of medical or hazardous waste, the installation of specialized equipment, additional regulatory compliance requirements associated with health care, and even patient privacy issues. This program will provide you with a practical guide to special issues in drafting for medical and dental office space.
  • Types of medical properties and how leasing issues differ for each
  • Medical offices in space not specifically designed for medical services
  • Generation and disposal and medical and hazardous waste
  • Accessibility issues and compliance with medical care regulations
  • Landlord right of entry/patient privacy issues
  • Installation of special medical/dental equipment and waiver of liens
  • Special electricity needs and continuity of service

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.

Reflecting on Black Women in the Judiciary

Presented by the ISBA Diversity Leadership Council and the ISBA Standing Committee on Racial and Ethnic Minorities and the Law
Co-sponsored by the ISBA Standing Committee on Women & the Law


1.50 hours MCLE credit, including 1.50 hours Professional Responsibility MCLE credit in the following category: Diversity & Inclusion credit


Original Program Date: March 29, 2023
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 20, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Join us as we reflect on the professional milestones of black women in the legal profession, the hurdles they faced to get there, and what we can do to keep the path clear and inclusive in the future. Attorneys with all levels of practice experience who attend this seminar will better understand:
  • The statistics on black women in the law, including black female judges in the Illinois Supreme Court, Illinois appellate courts, county courts, and federal courts;
  • The stereotypes, microaggressions, and macroaggressions facing black women in the legal profession (and how this impacts representation);
  • The perceptions of ability, experience, and performance of black women lawyers;
  • How we can better recruit and retain diverse attorneys (and why this is so important for our communities);
  • How the microaggressions against black female attorneys and judges differ from those facing other legal professionals in the BIPOC community;
  • What we can learn from the hearings and confirmation of Justice Ketanji Brown Jackson; and
  • Much more.
The program also offers a look at how far we have come as a society by celebrating the historic achievements of U.S. Supreme Court Associate Justice Brown Jackson, Illinois State Supreme Court justices Cunningham and Holder-White, and the Seventh-Circuit and Federal Circuit Appointments from Illinois.

Program Coordinators/Moderators:
Bianca B. Brown, Chicago Transit Authority, Chicago
Khara A. Coleman, Cook County Sheriff’s Office, Chicago

Program Speakers:
Hon. Patrice Ball-Reed, Circuit Court of Cook County, Chicago
Bianca B. Brown, Chicago Transit Authority, Chicago
Khara A. Coleman, Cook County Sheriff’s Office, Chicago
Hon. Zina Cruse, 20th Judicial Circuit, Belleville
Hon. Adrienne E. Davis, Circuit Court of Cook County, Chicago
Hon. Ieshia E. Gray, Circuit Court of Cook County, Chicago
Hon. Toya T. Harvey, Circuit Court of Cook County, Chicago
Hon. Nichole C. Patton, Circuit Court of Cook County, Chicago


Pricing Information

    • Please Note: You must attend the entire program in order to earn MCLE credit for this seminar.
    • ISBA sponsoring section members get a $10 registration discount (which is automatically calculated in your cart when you log in to register).
    • Fees:
      • ISBA Member Price of $45 is displayed below when you login and program is eligible for Free CLE member benefit
      • Non-Member Price $75
      • New Attorney Member (within the first five years of practice) - $25
      • Law Students - Free