Domestic Self-Settled Trusts - A National Perspective

Presented by the ISBA

0.75 hour MCLE credit

Original Program Date: September 12,2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 20, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


In recent years, many states have begun to allow self-settled spendthrift trusts. These new trusts allow the settlor to obtain the benefits of offshore asset protection trusts without the complexity, cost, and byzantine application of foreign law. A settlor can shield assets from his or her creditors or tort claimants, remove those assets from his or her gross estate, and obtain other tax and non-tax benefits. Though more accessible than offshore trusts, domestic asset protection trusts still come with risk. This program will provide you with a practical guide to using self-settled spendthrift trusts and drafting their instruments.
  • What are domestic asset protection trusts?
  • When are they best used and what are the risks?
  • What states allow these trusts and subject to what limits?
  • How do domestic trusts and offshore trust compare?
  • What are the tax benefits and risks of thee trusts?


Speakers:

Jonathan E. Gopman is a partner with Akerman, LLP in Naples, Florida and chair of the firm’s trust and estate group. His practice focuses on sophisticated wealth accumulation and preservation planning strategies for entrepreneurs. He is a Fellow of the American College of Tax Counsel and co-author of the revised version of the BNA Tax Management Portfolio “Estate Tax Payments and Liabilities.” He is also a commentator on asset protection planning matters for Leimberg Information Services, Inc., a member of the legal advisory board of Commonwealth Trust Company in Wilmington, Delaware, and a member of the Society of Trust and Estate Practitioners. Mr. Gopman received his B.A. from the University of South Florida, his J.D. from Florida State University College of Law, and his LL.M. from the University of Miami.

Reps and Warranties in Business Transactions - A National Perspective

Presented by the ISBA

0.75 hour MCLE credit

Original Program Date: September 6, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 20, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Representations and warranties are a marquee feature of virtually every significant transaction. Parties often conduct extensive due diligence but want specific assurances about important facts about which only the company would have the best information. These facts – e.g., the absence of liabilities or the presence of certain authorizations – can be few or great in number, and they vary according to the facts of the transaction. They are essential to most transactions. This program will provide you with a real-world guide to the differences between reps and warranties, the types and their remedies, and drafting.
  • Differences between reps and warranties, and their remedies
  • Relationship between diligence and reps and warranties – and what the law says about how one impacts the other
  • Reps and warranties concerning tangible and intangible property – title, taxes, transfer restrictions
  • Provisions covering revenue projections, financial statements, and customer lists
  • Understanding the limits of reps and warranties – what you can ask for, what you can get

Speaker:

C. Ben Huber is a partner in the Denver office of Greenburg Traurig, LLP, where he has a broad transactional practice encompassing mergers and acquisitions, restructurings and reorganizations, corporate finance, capital markets, venture funds, commercial transactions and general corporate law. He also has substantial experience as counsel to high tech, biotech and software companies in the development, protection and licensing of intellectual property. His clients include start-up companies, family- and other closely-held businesses, middle market business, Fortune 500 companies, venture funds and institutional investors. Mr. Huber earned his B.A. from the University of Colorado and his J.D. at the University of Colorado Law School.

Parking: Special Issues in Commercial Leases - A National Perspective

Presented by the ISBA

0.75 hour MCLE credit

Original Program Date: September 1, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 20, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


The right of tenants – and their employees and customers – to park can be one of the most important elements of office and retail leases. Physical space is often sparse and expensive, making parking spots even more dear. Tenants want absolute rights to parking and to ensure attendant services – e.g., snow removal, maintenance, etc. – while landlords want maximum flexibility, including the right to reclaim spots. This program will provide you with a practical guide to spotting parking issues in commercial leases, and negotiating effective rights for your clients.
  • Demised spaces v. rights to park
  • Types of rights to park – general rights v. exclusive rights
  • Issues for lots v. parking garages
  • Duties to patrol employee use of parking spots
  • Economic issues for landlords and tenants, including CAM
  • Parking as zoning issue – ratio of office/retail space to parking spots
  • Reclamation of parking spots by landlord for later development

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.

Choice of Entity for Nonprofits & Obtaining Tax Exempt Status, Part 2 - A National Perspective

Presented by the ISBA

1.0 hour MCLE credit

Original Program Date: August 31, 2022
Accreditation Expiration Date: April 20, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Counseling a client about choice of entity for a nonprofit or charitable enterprise is a multilayered process. First, clients need to understand that not all nonprofits are charities. Even if the enterprise is nonprofit and charitable in nature that does not necessarily mean the enterprise is eligible for tax-exempt status. Once these distinctions are made, attorneys need to counsel clients about the subtle advantages and disadvantages of four major types of entities, all formed under state law. Second, there is the distinct issue of how that entity is classified for federal tax purposes. Each classification comes with its own subtle tradeoffs. This program will provide you with a practical guide to non-profit choice of entity and obtaining tax-exempt status.

Day 2 – August 31, 2022:
  • Considerations involving joint ventures between for-profit and non-profit entities
  • Practical Process of obtaining tax-exempt status – eligibility, timelines, and costs
  • Counseling clients about ongoing compliance reporting

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.

Choice of Entity for Nonprofits & Obtaining Tax Exempt Status, Part 1 - A National Perspective

Presented by the ISBA

0.75 hour MCLE credit

Original Program Date: August 30, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 20, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Counseling a client about choice of entity for a nonprofit or charitable enterprise is a multilayered process. First, clients need to understand that not all nonprofits are charities. Even if the enterprise is nonprofit and charitable in nature that does not necessarily mean the enterprise is eligible for tax-exempt status. Once these distinctions are made, attorneys need to counsel clients about the subtle advantages and disadvantages of four major types of entities, all formed under state law. Second, there is the distinct issue of how that entity is classified for federal tax purposes. Each classification comes with its own subtle tradeoffs. This program will provide you with a practical guide to non-profit choice of entity and obtaining tax-exempt status.

Day 1 – August 30, 2022:
  • Framework of major choice of entity considerations for nonprofit and charitable organizations – corporations, LLCs and trusts
  • Private foundations v. public charities – tradeoffs, costs, compliance
  • Restrictions on the activities and investments of each type of entity, including joint ventures with profit-making organizations 

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.


LLC/Partnerships Interests: Collateral, Pledges, and Security Interests - A National Perspective

Presented by the ISBA

1.0 hour MCLE credit

Original Program Date: August 23, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 20, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


LLC members, partners and S Corp shareholders frequently pledge their ownership stakes as collateral to fund their businesses or for personal purposes. Taking and perfecting a security interest in an ownership stake involves a complex set of choices and processes under UCC Article 9 and Article 8, federal securities law and organizational law, each implying risk and limitations on the secured party. This program will provide you with a practical guide to taking and perfecting a security interest in a partnership, LLC or S Corp ownership stake, the practical remedies and choices available to secured parties on foreclosure, how to circumvent certain restrictions, and the impact of non-UCC law on taking a security interest.

  • How to take a security interest in partnership, LLC or S Corp ownership stake
  • Relationship of Article 9 and Article 8, defining security interests in securities and investment properties
  • Methods and mistakes in perfecting the security interest
  • Restrictions on assignment and methods to circumvent
  • Rights of secured parties, including the right buy, and foreclose strategies and traps
  • Securities law and non-UCC legal issues

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.


Joint Ventures Agreements in Business, Part 2 - A National Perspective

Presented by the ISBA

0.75 hour MCLE credit

Original Program Date: August 17, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 20, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Businesses frequently pool their resources – capital, expertise, marketing, distribution – in joint ventures, leveraging their individual strengths by partnering with companies with complementary strengths. There are many types of JVs – contractual strategic alliances, entity-based ventures, and other hybrid forms – each with its tradeoffs. JV agreements involve contributions by the parties, allocating management control, access to information, ownership of jointly developed property, dispute resolution, and transfers of interests. This program will provide you with a practical guide to planning and drafting joint ventures.

Day 2 – August 17, 2022:
  • Contributions – capital, marketing and distribution expertise, intangible assets
  • Economics – allocation of profits and losses, and distribution policies
  • Transfers of JV interests – rights of first offer/refusal, restrictions on transfers, dissolution
  • Ownership of jointly developed property – development of intellectual

Speakers:

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.

Joint Ventures Agreements in Business, Part 1 - A National Perspective

Presented by the ISBA
1.0 hour MCLE credit

Original Program Date: August 16. 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 20, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Businesses frequently pool their resources – capital, expertise, marketing, distribution – in joint ventures, leveraging their individual strengths by partnering with companies with complementary strengths. There are many types of JVs – contractual strategic alliances, entity-based ventures, and other hybrid forms – each with its tradeoffs. JV agreements involve contributions by the parties, allocating management control, access to information, ownership of jointly developed property, dispute resolution, and transfers of interests. This program will provide you with a practical guide to planning and drafting joint ventures.

Day 1 – August 16, 2022:
  • Framework of considerations – formality, capital, tax issues, management control, exits
  • Types of joint ventures – contractual strategic alliances v. shared entities v. hybrids
  • Choice of entity – incorporated entities v. LPs and general partnerships v. LLCs
  • Management, access to information, deadlocks and resolution

Speakers:
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.


Closely Held Stock Options, Restricted Stock, Etc. - A National Perspective

Presented by the ISBA

1.0 hour MCLE credit

Original Program Date: August 9, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 20, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Equity-based compensation is often essential to recruiting and retaining key employees in closely held companies. Whether through the use of stock options, restricted stock, appreciation rights or other instruments and techniques, incentive compensation aligns the financial interests of key employees with the entity. Incentive compensation also often has the benefit of not requiring the immediately outlay of cash. Depending on the instruments used, equity-based compensation may also help defer tax recognition. Compensation in LLCs takes on different forms but functions similarly. This program will provide you with a practical guide to equity-based incentive compensation in closely held companies.

  • Pros and Cons of Equity Comp
  • Equity Comp Basics
  • Valuation Issues
  • Vesting Conditions
  • Repurchase Rights
  • Corporate Equity Awards – Restricted Stock and Stock Options (NSOs and ISOs)
  • LLC Equity Awards – Profits Interests and Phantom Equity

Speaker:
C. Ben Huber is a partner in the Denver office of Greenburg Traurig, LLP, where he has a broad transactional practice encompassing mergers and acquisitions, restructurings and reorganizations, corporate finance, capital markets, venture funds, commercial transactions and general corporate law. He also has substantial experience as counsel to high tech, biotech and software companies in the development, protection and licensing of intellectual property. His clients include start-up companies, family- and other closely-held businesses, middle market business, Fortune 500 companies, venture funds and institutional investors. Mr. Huber earned his B.A. from the University of Colorado and his J.D. at the University of Colorado Law School.