ALI-ABA.org: Upcoming Courses

Estate Tax Repeal: In-Depth Analysis of Impact on Estate & Small Business Planning

webmaster@ali-aba.org (ALI-ABA) — Fri, 12 Mar 2010 04:00:00 EST

The Federal Estate Tax: Exactly what are the 2010 rules at present; outline of EGTRRA; prospects for legislation; legality of a retroactive repeal.

Impact of the One-Year Estate & GST Tax Repeal on the Federal Gift Tax: The continuation of the gift tax; repeal’s effect on gift-giving programs; what if pre-2001 law springs back into full effect in 2010?

Impact on Marital & Charitable Bequests & Transfers: What are the immediate steps you should take to cure outstanding marital and charitable bequests that were predicated on the 2010 presence of the estate tax? What alternative solutions are there? Get suggested language for providing relief during the 2010 repeal and beyond.

Impact on Generation Skipping Transfers: In view of the “no tax” window, to what extent should you propose transfer by direct skips or otherwise, of property to grandchildren and great-grandchildren? How should you use trusts to fund multi-generational transfers in response to the current 2010 repeal and beyond, based on the assumption that the GST will be retained?

Modified Carryover Basis: Understand the effective repeal of Section 1014 and its replacement with Section 1022; as well as the controversy and compliance burdens.

Planning Scenarios: Problems & Solutions Caused by the 2010 Repeal: Panelists have designed hypotheticals highlighting the problems planners will face, including traps for the unwary. Various planning contexts will be analyzed.

Estate planners, business planners and tax lawyers face unusual problems due to the estate tax repeal for 2010. Will the tax be reinstated for 2010? If so, will it be retroactive? How should you advise your clients amidst such uncertainty?

Nationally recognized estate planners and tax counsel lay out the effects of the repeal, and to suggest possible courses of action for the prudent lawyer.

Attend from your office or home or anywhere you have internet connectivity. Ask questions via email.

All registrants will receive a significant set of course materials via the internet, and will have access to the program archives, at no additional charge.

Planning Chairs:

Planner, Speaker & Moderator

Jerald David August, Co-Chair, Tax & Estates Department, Fox Rothschild LLP, West Palm Beach & Philadelphia

Faculty:

T. Randolph Harris, McLaughlin & Stern, LLP, New York, New York

Gerald M. Hatfield, Fox Rothschild LLP, Philadelphia

Mary Ann Mancini, Bryan Cave LLP, Washington, DC

Guy B. Maxfield, Professor Emeritus, NYU School of Law; New York and Senior Counsel, Fox Rothschild LLP, West Palm Beach

Barbara A. Sloan, McLaughlin & Stern, LLP, New York, New York

Pension, Profit-Sharing, Welfare, and Other Compensation Plans

webmaster@ali-aba.org (ALI-ABA) — Wed, 17 Mar 2010 04:00:00 EST

Top private practitioners, other benefits specialists, and current and former government speakers provide their insights on pension, profit-sharing, welfare, and other compensation plans, including recent developments in litigation, legislation, and federal regulations, enforcement, and guidance. They are available to answer your most pressing questions throughout the program. The discussions throughout the course are transactional, dealing with “how to do it” and not offering merely an explanation of the law itself.

Topics include:

2009 litigation update

IRS/Treasury update

Recent developments in executive compensation

Annuities in defined contribution plans

Methods of terminating a defined benefit plan

Section 409A corrections and income inclusion

Ethical issues in employee benefits practice (60 minutes)

The interplay between bankruptcy and employee benefits

And much, much more!

Two and a half days of intensive analysis provide the breadth and depth you need on advanced employee benefits issues!

Are you ready for health care reform? An expert faculty gets you up-to-date with the latest developments.

Do you know why cash balance plans might be of greater interest to small businesses and professional groups after major market losses?

Do you know how USERRA, HEART, and SCRA affect employees on military leave?

Need guidance on negotiating agreements with third party administrators?

If you don’t know the answers to these questions, you need to attend this course!

Planning Chairs:

(also on faculty)

Pamela Baker, Sonnenschein Nath & Rosenthal LLP, Chicago

William F. Sweetnam, Jr., Groom Law Group, Chartered, Washington, D.C.; former Benefits Tax Counsel, U.S. Department of the Treasury

Faculty:

Harold J. Ashner, Keightley & Ashner LLP, Washington, D.C.

Avaneesh K. Bhagat, Program Coordinator, Employee Plans Voluntary Compliance, Tax Exempt and Government Entities, Internal Revenue Service, Washington, D.C.

George Bostick, Benefits Tax Counsel, U.S. Department of the Treasury, Washington, D.C.

Gregory C. Braden, Morgan, Lewis & Bockius LLP, Washington, D.C.

T. David Cowart, Sonnenschein Nath & Rosenthal LLP, Dallas

Jenny Eller, Groom Law Group, Washington, D.C.

Evan Giller, Giller & Calhoun, LLC, New York

David R. Godofsky, F.S.A., Alston + Bird LLP, Washington, D.C.

Michael R. Maryn, Sonnenschein Nath & Rosenthal LLP, Washington, D.C.

Frank Palmieri, Palmieri & Eisenberg, Princeton, New Jersey

Pamela D. Perdue, Summers Compton Wells P.C., St. Louis

Ellen N. Sueda, Littler Mendelson P.C., San Francisco

Stephen B. Tackney, Office of the Chief Counsel, Internal Revenue Service, Washington, D.C.

Bruce J. Temkin, The Temkin Group, Brentwood, Tennessee

Robert J. Toth, Jr., Law Offices of Robert J. Toth, Jr., Ft. Wayne, Indiana

John L. Utz, Utz Miller & Eickman LLC, Overland Park, Kansas

ALI-ABA Staff Attorney: Amy S. Weinberg, Assistant Director, Office of Courses of Study

The Stanford Court

Effective and Ethical Representation Agreements: The Ten Commandments and Beyond

webmaster@ali-aba.org (ALI-ABA) — Wed, 17 Mar 2010 04:00:00 EST

It's 2010. Are YOUR client representation agreements up to date?

Representation agreements (engagement letters) are like prenuptial agreements. If all goes well, they are largely unimportant and remain buried in a file. But when trouble arises, they become critical.

Representation agreements run the gamut from non-existent to epic agreements of over 50 pages. Of course, all representation agreements should include the basics: scope of the representation, identity of the client, trust fund arrangements for deposits, payment of legal fees, termination of the agreement, and the like. But there are a host of emerging issues and potential problems that most representation agreements, even some of the best, simply do not address. And when issues arise, the attorney-client relationship -- and your professional obligations to your client -- are put at risk.

Featuring a nationally-recognized faculty, this all-new ALI-ABA teleseminar/audio webcast will show you what to look for and how to craft your current representation agreements to:

Obey the "ten commandments" of representation agreements;

Clearly and ethically define the terms of the relationship;

Avoid the common (and not-so-common) pitfalls of legal representation;

Address emerging issues, including digital-age confidentiality and privilege issues; and

Lay the basis for a successful attorney-client relationship.

This interactive seminar allows you to submit your questions before and/or during the program for discussion by the faculty. In addition, all registrants receive downloadable study materials and free access to the program and written materials archived online later.

Need ethics credit? This seminar qualifies for 1.5 to 1.8 ethics credit hours, depending on state requirements, in MCLE jurisdictions that accredit live telephone seminars and/or webcasts.

Planning Chairs:

Robert B. Fitzpatrick (Moderator), Robert B. Fitzpatrick, PLLC, Washington, D.C.

Faculty:

Susan R. Martyn, Stoepler Professor of Law and Values, University of Toledo Law School, Toledo, Ohio

Arden J. Olson, Harrang Long Gary Rudnick P.C., Portland, Oregon

Paul A. Renne, Cooley Godward Kronish LLP, San Francisco, California

Limited Liability Entities: 2010 Update

webmaster@ali-aba.org (ALI-ABA) — Thu, 18 Mar 2010 04:00:00 EST

Conveniently view in your home or office what practitioners recognize as the first and foremost national CLE program on limited liability entities. The live video webcast format is interactive and welcomes email questions for the panelists. Valuable sample forms and study outlines are included in the materials. Refer to the complimentary archived on-line program after March 18.

This very popular annual update keeps business and tax lawyers current on developments and trends affecting limited liability companies, limited liability partnerships, and limited partnerships. The national faculty will focus on matters confronting unincorporated entities in a harsh economy, including:

• Update on tax changes (carried interests, passive losses, single-member LLCs, series, Castle Harbour)

• New statutory directions (L3Cs, for benefit corporations, beneficial ownership reporting)

• Issues arising from troubled times (bankruptcy, interim and liquidating distributions, capital calls, indemnification, claw-backs and piercing)

• Issues arising from the dissolution and winding-up of limited liability entities

• Update on current developments

Planning Chairs:

Robert R. Keatinge, Holland & Hart LLP, Denver, Colorado

Faculty:

Steven G. Frost, Chapman and Cutler, LLP, Chicago, Illinois (formerly Senior Counsel, Office of Tax Policy, Department of the Treasury)

Paul (Chip) L. Lion, III, Morrison & Foerster LLP, Palo Alto, California

John R. Maxfield, Holland & Hart LLP, Denver, Colorado

Elizabeth Stone Miller, Professor of Law, Baylor Law School, Waco, Texas

James J. Wheaton, Troutman Sanders LLP, Virginia Beach, Virginia

ILSA: The Sword and Shield of Residential Real Estate Contracts

webmaster@ali-aba.org (ALI-ABA) — Thu, 18 Mar 2010 04:00:00 EST

Whether you are an experienced real estate practitioner or you have a different area of specialization, knowing about the Interstate Land Sales Full Disclosure Act is relevant to your practice—and your clients. This 90-minute audio REPLAY examines these topics:

ILSA's role in the cancellation of real estate contracts in condominium and non-condominium subdivisions

Developers' responses to such rescission attempts

Recent court decisions analyzing registration, disclosure, exemptions and anti-fraud requirements under ILSA

HUD’s regulations and guidelines interpreting ILSA

Practical suggestions concerning contract provisions to comply with the Act

In addition to program chair William Sklar, the seminar's faculty consisted of Jo Anne Stubblefield (Hyatt & Stubblefield, PC), Margaret Rolando (Shutts & Bowen LLP) and Elaine Johnson James (Edwards Angell Palmer & Dodge LLP).

Invest just 90 minutes at your home or office to learn about Interstate Land Sales Full Disclosure Act developments from a group of experts in the field. This audio REPLAY comes to you on Thursday, March 18, 2010, 1-2:30 pm EDT, via your phone or your computer. Registrants will be able to submit questions to Mr. Sklar, who will answer them via email during or immediately after this encore presentation. Corresponding course material may be downloaded or viewed online, but might not be followed precisely by the faculty during the presentation.

The Interstate Land Sales Full Disclosure Act ("ILSA") requires land developers to register certain subdivisions with HUD and to provide each purchaser with a disclosure document called a Property Report. As the American economy has worsened, many purchasers are trying to use ILSA to rescind residential real estate contracts.

This seminar explores how ILSA can be used to cancel purchase contracts, as well as developers' responses to such rescission attempts. The panelists discuss recent court decisions analyzing registration, disclosure, and anti-fraud requirements under the Act and judicial interpretations of the most used ILSA exemptions: the two-year improved lot and 100 lot exemptions. They also address unanswered questions regarding interpretation of HUD’s regulations and guidelines interpreting the Act and provide practical suggestions concerning contract provisions to comply with ILSA.

Originally recorded on November 12, 2009, this ENCORE PRESENTATION comes to you on Thursday, March 18, 2010, 1-2:30 pm EDT. Registrants will have the opportunity to email questions to the program chair, William P. Sklar of Edwards Angell Palmer & Dodge, who will answer them via email during this audio replay or shortly afterwards.

Planning Chairs:

William P. Sklar, Esquire, Edwards Angell Palmer & Dodge LLP

Faculty:

Elaine Johnson James, Esquire, Edwards Angell Palmer & Dodge LLP

Margaret A. Rolando, Esquire, Shutts & Bowen LLP

Jo Anne P. Stubblefield, Esquire, Hyatt & Stubblefield, PC

ALI-ABA Staff Attorney: Harry Kyriakodis

Regulation D Offerings and Private Placements
28th Annual Advanced Course of Study

webmaster@ali-aba.org (ALI-ABA) — Thu, 18 Mar 2010 04:00:00 EST

The faculty uses current and developing issues in private placements of securities as a framework for a practical discussion of how private placements are structured, how the offering documents are drafted, the required and typical documentation, how experienced practitioners manage the selling efforts and problems that develop, and how they deal with problems that can arise after the offering.

The expert faculty includes former SEC officials, a state regulator, and private practitioners. They offer an overview, a sense of perspective, and an understanding of the developments and concerns of those undertaking private placement offerings. Substantial time is reserved for the panel to respond to written questions submitted by the registrants.

With the reawakening of the capital markets and renewed private equity investing, private placement activity is “hot” again. Entities ranging from small start-ups to the largest international public companies regularly use private placements and Regulation D is the principal regulatory mechanism for these transactions. Hear expert faculty, including former SEC officials, a state regulator, and private practitioners discuss:

Sweeping amendments to Regulation D proposed by the SEC that would bring about the greatest changes in private placements and restricted shares in over 25 years

The SEC's focused enforcement efforts on private offering structures, such as PIPES

Adopted amendments to Rules 144 and 145 and the rules governing the grant of compensatory employee stock options

Planning Chairs:

Alan J. Berkeley, K&L Gates LLP, Washington, D.C.

Robert B. Robbins, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C.

Faculty:

Katherine J. Blair, K&L Gates LLP, Los Angeles

Denise Voigt Crawford, Commissioner, Texas State Securities Board, Austin

Martin P. Dunn, O'Melveny & Myers LLP, Washington, D.C.

J. William Hicks, Indiana University-Bloomington School of Law, Bloomington, Indiana

Hugh H. Makens, Warner Norcross & Judd LLP, Grand Rapids, Michigan

Kimberly V. Mann, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C.

David B.H. Martin, Covington & Burling LLP, Washington, D.C.

ALI-ABA Staff: Kevin J. O'Connor, Senior Assistant Director, Office of Courses of Study

Scottsdale Plaza Resort

Employee Benefits Issues Affecting Same-Sex Spouses and Domestic Partners

webmaster@ali-aba.org (ALI-ABA) — Thu, 18 Mar 2010 04:00:00 EST

Topics include:

• Interaction of ERISA, the Defense of Marriage Act, and state laws relating to employee benefits for same-sex couples
• Tax considerations for welfare benefits
• Beneficiary designation and QDRO issues for pension benefits
• Eligibility for health plan continuation coverage and the ARRA subsidy
• State-mandated benefits under insured plans
• ENDA

Get the information that's essential to your practice in a convenient, concise, and practical seminar. Don't risk falling behind! As an interactive seminar, the program affords the opportunity to submit questions for faculty discussion in advance of and during the event. This intermediate course of study, comprised of 60 minutes of instruction, provides guidance on the essential issues involved with employee benefits issues affecting same-sex spouses and domestic partners.

Planning Chairs:

Faculty:

Robert B. Fitzpatrick, Robert B. Fitzpatrick, PLLC, Washington, D.C.

Teresa Renaker, Lewis, Feinberg, Lee, Renaker, & Jackson, P.C., Oakland, CA

Wind Farm Construction

webmaster@ali-aba.org (ALI-ABA) — Tue, 23 Mar 2010 04:00:00 EST

Wind farm experts Matt Archer of McDermott, Will and Emery in Houston and Mark S. Hennigh of Greene Radovsky Maloney Share & Hennigh, LLP in San Francisco will use the hour to provide guidance and insight into helping your clients navigate their way through the construction phase of their wind farms. Mark your calendar for this CLE event! Seasoned professionals with a unique understanding of the opportunities wind farms provide as well as the pitfalls to avoid, the speakers will provide registrants the option of submitting questions in advance of the program.

Topics include:

Securing Access to Land

Royalty and/or Lease Agreements

Establishing Access to Capital

Plant Construction Contracts

Identifying Power Purchasers

Understanding the Regulatory Environment

Get the information that's essential to your practice in a convenient, concise, and practical seminar. Don't risk falling behind! As an interactive seminar, the program affords the opportunity to submit questions for faculty discussion in advance of and during the event. This intermediate course of study, comprised of 60 minutes of instruction, provides guidance on the essential issues involved with wind farm construction.

Planning Chairs:

Faculty:

Matt Archer, McDermott, Will and Emery, Houston, Texas

Mark S. Hennigh, Greene Radovsky Maloney Share & Hennigh, LLP, San Francisco, California

Co-Existence and License Agreements In Resolution of Trademark Disputes

webmaster@ali-aba.org (ALI-ABA) — Tue, 23 Mar 2010 04:00:00 EST

Whether you are an experienced trademark practitioner or you have a different area of specialization, knowing how to resolve trademark disputes is relevant to your practice—and your clients. Chaired by Roberta Jacobs-Meadway of Eckert Seamans Cherin & Mellott, LLC, this video presentation will examine licenses and co-existence agreements in the resolution of trademark disputes. Too often, the disputing parties enter into one or the other without appreciating the ramifications of their choice, the unintended consequences that can turn what appeared to be a reasonable resolution into a disaster, or at best into something unforeseen, unplanned for, unwanted. Ms. Jacobs-Meadway is joined by Nancy R. Frandsen (Woodcock Washburn LLP), David V. Radack (Eckert Seamans Cherin & Mellott) and M. Kelly Tillery (Pepper Hamilton LLP).

Invest just 90 minutes at your home or office to learn about co-existence and license agreements in resolution of trademark disputes from a panel of experienced trademark practitioners. This live video webcast comes to you live on Tuesday, March 23, 2009, 1:00-2:30 pm EDT, via your computer. Its format will allow for questions to be submitted to the panel via email during the program. Corresponding course material may be downloaded or viewed online, but they may not necessarily be followed precisely during the presentation.

The news carries daily stories of trademark disputes: threats of litigation, filings, motions for temporary restraining orders. Examples: Heart Attack grill sues Heart Stoppers. The NFL threatens sellers of WHO Dat shirts. Hansen Beverage sends a cease and desist letter to Rock Art Brewery and a U.S. Senator weighs in when introducing new trademark legislation. While such trademark disputes sometimes end in judicial determinations, the parties far more often come to some resolution before a final decision is rendered. This 90-minute video webcast will examine the two common ways trademark disputes are resolved: licenses and co-existence agreements. It will address traps to avoid in resolving trademark disputes with these methods, and will provide tips on how best to structure the dispute-resolving deal to serve the needs and meet the expectations of the parties.

Planning Chairs:

Roberta Jacobs-Meadway, Esquire, Eckert Seamans Cherin & Mellott, LLC, Philadelphia, PA

Faculty:

Nancy R. Frandsen, Esquire, Woodcock Washburn LLP, Philadelphia, PA

David V. Radack, Esquire, Eckert Seamans Cherin & Mellott, LLC, Pittsburgh, PA

M. Kelly Tillery, Esquire, Pepper Hamilton LLP, Philadelphia, PA

ALI-ABA Staff Attorney: Harry Kyriakodis

Legal Issues in Museum Administration

webmaster@ali-aba.org (ALI-ABA) — Wed, 24 Mar 2010 04:00:00 EST

Legal Issues in Museum Administration helps museum directors, administrators, trustees, legal counsel, and others concerned with museum operations understand the legal issues they will encounter. The focus is on practical ways to avoid or solve expected problems. Although all questions are presented from the legal point of view, no attempt is made to draw an arbitrary line between legal aspects and matters of policy.

Although primary emphasis is on new materials, the course is structured so that considerable familiarity with the subject matter is not required. Time is reserved throughout the program to address registrants’ written questions

Planning Chairs:

Lauryn H. Guttenplan, Associate General Counsel, The Smithsonian Institution, Washington, D.C., Program Co-Chair

Craig Blackwell, Assistant General Counsel, The Smithsonian Institution, Washington, D.C., Program Co-Chair

Lawrence H. Berger, General Counsel, Philadelphia Museum of Art, Philadelphia

Rebecca Gideon, Assistant Counsel, The Metropolitan Museum of Art, New York, Arrangements Chair

Fredric H. Goldstein, Vice President, General Counsel and Secretary, Los Angeles County Museum of Art, Los Angeles, Faculty Co-Chair

Erik Ledbetter, Director, International Programs, American Association of Museums, Washington, D.C.

Julian F. Saenz, Associate General Counsel, National Gallery of Art, Washington, D.C., Faculty Co-Chair

Stephen K. Urice, Associate Professor of Law, University of Miami School of Law, Coral Gables, Florida, Special Advisor

Faculty:

Nancy R. Adelson, Deputy General Counsel, Museum of Modern Art, New York

Gregory W. Bush, Associate Professor of History, University of Miami, Coral Gables, Florida

Michael W. Carroll, Professor of Law and Director, Program on Information Justice and Intellectual Property, Washington College of Law, American University , Washington, D.C.

Angel Castillo, Jr., Jackson Lewis LLP, Miami

Stephen W. Clark, Vice President, General Counsel & Secretary, The J. Paul Getty Trust, Los Angeles

Brendan M. Connell, Jr., Director and Counsel for Administration, The Solomon R. Guggenheim Foundation, New York

Michael J. Cooney, Nixon Peabody LLP, Rochester, New York

Cristina Del Valle, Senior Associate Counsel, The Metropolitan Museum of Art, New York

Stephen J. Knerly, Jr., Hahn Loeser & Parks LLP, Cleveland

Henry Lanman, Associate General Counsel, Museum of Modern Art, New York

Cathy Leff, Director, The Wolfsonian-Florida International University Museum, Miami Beach

Hope O'Keeffe, Associate General Counsel, Library of Congress, Washington, D.C.

Michael W. Peregrine, McDermott, Will & Emery, Chicago

Robert E. Rosen, Professor of Law, University of Miami School of Law, Coral Gables, Florida

Christopher M. Runkel, Senior Counsel, National Archives and Records Administration, College Park, Maryland

Nancy Russell, Head Registrar, Los Angeles County Museum of Art, Los Angeles

Marsha S. Shaines, Deputy General Counsel, The Smithsonian Institution, Washington, D.C.

Eve Sinaiko, Publishing Consultant, New York

Jonathan Schwartz, President, Atelier 4, Long Island City, New York and Hialeah, Florida

Hannibal Travis, Associate Professor of Law, Florida International University College of Law, Miami

Maureen Whalen, Associate General Counsel, The J. Paul Getty Trust, Los Angeles

Mark E. Zelek, Morgan, Lewis & Bockius LLP, Miami

Jonathan A. Zwibel, Deputy Associate Chief Counsel, U.S. Customs and Border Protection, Miami

ALI-ABA Staff Attorney: Kevin J. O'Connor, Senior Assistant Director, Office of Courses of Study

Miami Beach Convention Center

The Impact of Estate Tax Repeal - Going Blindly Where No One Else Has Gone Before

webmaster@ali-aba.org (ALI-ABA) — Wed, 24 Mar 2010 04:00:00 EST

Please join ALI-ABA and ACTEC on March 24th for this replay of the lively and provocative discussion of issues that now confront every estate planner in his or her practice:

• Current legislative situation & possible legislation in 2010

• Impact of the repeal of the estate tax

• How to handle the repeal of the generation-skipping transfer tax

• Gifting strategies in 2010

• Constitutionality of any legislation to reinstate the estate & generation-skipping transfer taxes

• What you need to know about carryover basis

• Impact of state estate & inheritance tax laws

• Maintaining flexibility in addressing the changing transfer tax landscape.

The Opportunities and Challenges in 2010 of Estate and GST Tax Repeal, Carryover Basis, and Possible Reinstatement of the Estate and GST Taxes:

All estate planners face uncertainty about the future of estate, gift, and generation-skipping transfer taxes in light of the repeal of the estate and generation-skipping transfer taxes as of January 1, 2010. Because of this and the possible reinstatement of those taxes by Congress in 2010, ACTEC and ALI-ABA offer this convenient 90-minute audio webcast (or phone seminar – your choice). All attendees will receive complimentary access to the seminar archives.

Leading ACTEC members discuss those issues that estate planners must understand in order to properly advise their clients. Panelists suggest steps that estate planners can take to address them in these challenging times.

Take this opportunity to submit your questions via email during the program.

Planning Chairs:

Faculty:

Ronald D. Aucutt, McGuireWoods LLP, McLean, Virginia

Charles D. Fox IV, McGuireWoods LLP, Charlottesville, Virginia

Milford B. Hatcher, Jr., Holland & Knight, Atlanta and Jacksonville

Diana S.C. Zeydel, Greenberg Traurig, LLP, Miami

Deposition Skills: Reverse Engineering Deposition Preparation

webmaster@ali-aba.org (ALI-ABA) — Wed, 24 Mar 2010 04:00:00 EST

Kevin Leahy has tackled tough witness assignments: he has 10,000 hours of preparing for and examining expert witnesses. Some of those witnesses have sat for over 500 depositions. In other words, they are trained professionals that don't scare easy and rarely break. Deposing them taught Leahy how to locate witness' comfort zones and move rapidly to their discomfort zones. Along the way he learned the power of paying careful attention to body language and sentence structure to ferret out prepared scripts.

Mr. Leahy shares his observations and tips about where to find critical information held by witnesses and how to spot responses that have been carefully crafted by others. Body language, word choice, and the timing, tempo and rhythm of the witness' responses are critical. The CLE explores in particular the mind set of business leaders as they respond during their depositions. Leahy reviews deposition tactics and skills, explores the art of asking great questions, and comments on the unique ability to reverse engineer the witness' preparation at your next deposition.

Get the information that's essential to your practice in a convenient, concise, and practical seminar. Don't risk falling behind! As an interactive seminar, the program affords the opportunity to submit questions for faculty discussion in advance of and during the event. This intermediate course of study, comprised of 90 minutes of instruction, provides guidance on deposition skills and strategy.

Planning Chairs:

Faculty:

Kevin Leahy, Brown McCarroll, LLP and Knowledge Advocate, LLC, Austin, TX

Top 10 Employment Law Trends for 2010 (Audio encore with Live Q&A)

webmaster@ali-aba.org (ALI-ABA) — Thu, 25 Mar 2010 04:00:00 EST

What does the landscape look like for the year 2010 in the arena of Employment Law? What are the trends and how should you best prepare for these changes? Join nationally regarded experts Bob Fitzpatrick and Frank Morris as they discuss the practical implications of what they view as the top 10 trends in employment law. Registrants will have the opportunity to submit questions during and in advance of the program for the speakers.

Topics include:

• Social Networking Sites and Employer and Employee Rights and Interests
• Retaliation & Whistleblower Claims - Expanding Law and Burgeoning Claims
• EEOC and OFCCP - Bulked Up and On The Offensive
• Living With the Lilly Ledbetter Fair Pay Act, GINA, and the ADA AA
• Employee/Independent Contractor Classification and Aggressive Government Enforcement
• Wage Hour Litigation -Stemming The Continuing Flood
• Multi-State Employers and Complying With Disparate State Laws
• The New NLRB
• Post Healthcare Reform - the Labor/Employment Legislative Onslaught Will Be On in 2010
• Arbitration of Employment Claims - Dead Man Walking?

Get the information that's essential to your practice in a convenient, concise, and practical seminar. Don't risk falling behind! As an interactive seminar, the program affords the opportunity to submit questions for faculty discussion in advance of and during the event. This intermediate course of study, comprised of 120 minutes of instruction, provides guidance on the essential issues and trends involved with Employment Law.

This audio program was originally recorded on February 3, 2010. It will re-broadcast with the complete original faculty standing by to answer your questions via email. Send your questions to bwilkes@ali-aba.org.

Planning Chairs:

Faculty:

Robert B. Fitzpatrick, Robert B. Fitzpatrick, PLLC, Washington, D.C.

Frank C. Morris, Jr., Epstein Becker Green, Washington, D.C.

Asset Protection for the Middle Class: Using Income-Only Trusts for True Asset Protection

webmaster@ali-aba.org (ALI-ABA) — Thu, 25 Mar 2010 04:00:00 EST

Whether you are an experienced estate planner or you have a different area of specialization, knowing about income-only trusts for asset protection is relevant to your practice—and your clients. With this course, you will learn:

Why most asset protection "experts" are out of touch with 99.7% of the population.

Why nursing homes are the single most likely—and expensive— creditors that the average American is likely to face in his or her lifetime.

Why the income-only trust is the only type of asset protection trust that can protect the assets of clients from general creditors AND is exempt (for Medicaid purposes) when clients find themselves needing nursing home care.

How asset protection trusts can be used by wealthy clients who want to preserve their wealth AND, more importantly, by middle class clients who want to preserve their dignity and quality of life when nursing home care becomes a reality.

The five types of assets that should be funded into these asset protection trusts, and the two types of assets that should not.

You will also learn:

Can the settlor act as trustee of the trust, even though the trust is irrevocable?

Can the settlor be given the power to remove a trustee?

Can the settlor be given the power to change the beneficiaries of the trust?

Invest just 90 minutes at your home or office to learn how to incorporate income-only trusts into your estate planning practice from a group of experts in the field. This audio REPLAY comes to you on Thursday, March 25, 2010, 1:00-2:30 pm EST, via your phone or your computer. Registrants will be able to submit questions via email to Mr. Farr, who will answer them via email during or immediately after this encore presentation. Corresponding course material may be downloaded or viewed online.

The income-only trust is one of the hottest topics right now for estate planners and elder law attorneys. This form of asset protection is so popular that ALI-ABA has recently published two asset protection books—Planning and Defending Asset Protection Trusts and Trusts for Senior Citizens—with chapters devoted to this important estate planning tool. Lead author Evan H. Farr and co-authors Shirley B. Whitenack and Professor Lawrence A. Frolik reviewed this contemporary approach to asset protection during an audio presentation recorded in January. They focused on the income-only trust and analyzed why it should be in the arsenal of all estate planning and elder law practitioners, whether or not their clients are wealthy.

This ENCORE PRESENTATION comes to you on Thursday, March 25, 2010, 1:00-2:30 pm ET. Registrants will have the opportunity to email questions to the program chair, who will answer them via email during this audio replay or shortly afterwards.

Planning Chairs:

Evan H. Farr, Esquire, The Law Firm of Evan H. Farr, P.C., Fairfax, VA

Faculty:

Shirley B. Whitenack, Esquire, Schenck, Price, Smith & King, LLP, Morristown, NJ

Professor Lawrence A. Frolik, University of Pittsburgh School of Law, Pittsburgh, PA

ALI-ABA Staff Attorney: Harry Kyriakodis

IP Licensing: How to Avoid the Ten Most Frequently Litigated Provisions

webmaster@ali-aba.org (ALI-ABA) — Tue, 30 Mar 2010 04:00:00 EST

Why do IP provisions in contracts cause so many problems? The program's faculty—three professionals with experience in drafting, negotiating and administering IP agreements—will show you:

Trends in litigation on IP licensing.

Actual negotiation and administrative problems that arise from poorly drafted IP licenses.

Practical approaches to drafting and negotiating clearer, less ambiguous and more objective IP license provisions.

This encore audio presentation is moderated and taught by Paul Jorgensen of the Jorgensen Law Firm in Washington, D.C., along with panelists Rachel Dickerson (D.C. Creates Public Arts Manager, DC Commission on the Arts and Humanities) and Eric Imperial (Law Offices of Eric H. Imperial, Washington, DC).

Don't produce IP licenses that your clients do not understand and cannot administer!

Chaired by Paul Jorgensen of the Jorgensen Law Firm in Washington, D.C., this 60-minute audio-only presentation brings the practical perspectives of an experienced license attorney, a licensing professional, and a litigator to remind to the most common problem IP license provisions, why they spawn litigation, and how to avoid them.

This beginner-intermediate program was originally recorded on Thursday, October 8, 2009. This ENCORE PRESENTATION comes to you on Tuesday, March 30, 2010. Registrants can email questions to Paul Jorgensen, chair of the original program, who will answer them via email during this replay or shortly afterwards.

Planning Chairs:

Paul C. Jorgensen, Esquire, The Jorgensen Law Firm PLLC, Washington, DC

Faculty:

Rachel Dickerson, D.C. Creates Public Arts Manager, DC Commission on the Arts and Humanities, Washington, DC

Eric H. Imperial, Esquire, Law Offices of Eric H. Imperial, Washington, DC

Litigation Issues Arising From Merger and Acquisition Agreements: Will A Court See It The Way "Deal Lawyers" Do? Part II

webmaster@ali-aba.org (ALI-ABA) — Tue, 30 Mar 2010 04:00:00 EST

As illustrated by recent "busted deal" litigation, such as the Huntsman-Hexion, United Rentals and Clear Channel litigation, corporate deal lawyers can have significantly differing perspectives than litigators and judges on the language of M&A agreements. Therefore, both corporate and litigation lawyers should benefit from discussing the litigation perspective on key provisions of M&A documents and related issues. The program will not focus on "hostile takeover" type claims, such as breach of fiduciary claims against target directors, but rather on claims arising directly between a buyer and seller under the M&A agreement into which those parties have entered.

The speaking panel will include two litigators experienced in litigating "deal" issues and one corporate M&A lawyer. The panel will address the litigation perspective on important M&A agreement provisions such as:

Topics include:

• "Anti-sandbagging" provisions.
• Indemnity provisions.
• Remedy provisions including those addressing "specific performance."
• Alternative dispute resolution, choice of forum and choice of law provisions.

This program is a continuation of a course that originally took place on February 5, 2010. Due to the extent of the content the speakers have agreed to participate in a second hour of discussion.

Planning Chairs:

Peter N. Flocos, K&L Gates LLP, New York, New York

Faculty:

Kevin Shannon, Potter Anderson Corroon LLP, Wilmington, Delaware

Wilson Chu, K&L Gates, LLP, Dallas, Texas

The Impact of Estate Tax Repeal - Going Blindly Where No One Else Has Gone Before

webmaster@ali-aba.org (ALI-ABA) — Thu, 01 Apr 2010 04:00:00 EST

From ALI-ABA and ACTEC: a lively and provocative discussion of issues that now confront every estate planner:

• Current legislative situation & possible legislation in 2010

• Impact of the repeal of the estate tax

• How to handle the repeal of the generation-skipping transfer tax

• Gifting strategies in 2010

• Constitutionality of any legislation to reinstate the estate & generation-skipping transfer taxes

• What you need to know about carryover basis

• Impact of state estate & inheritance tax laws

• Maintaining flexibility in addressing the changing transfer tax landscape.

The Opportunities and Challenges in 2010 of Estate and GST Tax Repeal, Carryover Basis, and Possible Reinstatement of the Estate and GST Taxes:

Submit your questions via email during the program.

Planning Chairs:

Faculty:

Ronald D. Aucutt, McGuireWoods LLP, McLean, Virginia

Charles D. Fox IV, McGuireWoods LLP, Charlottesville, Virginia

Milford B. Hatcher, Jr., Holland & Knight, Atlanta and Jacksonville

Diana S.C. Zeydel, Greenberg Traurig, LLP, Miami

401k Hot Topics for Practitioners and Litigators, 2010 Update

webmaster@ali-aba.org (ALI-ABA) — Wed, 07 Apr 2010 04:00:00 EST

This audio seminar will benefit practitioners and litigators who work with 401(k) plans and want to hear about the latest developments with these popular tax-qualified retirement plans. Taught by a panel of well-known Washington lawyers and employee benefits professionals, the program will cover these and other topics:

Legislation on fee disclosure

Doggett Bill related to nondiscrimination rules for 401(k) Plans

Legislation on funding relief

The seminar will also review compliance planning considerations for 2010, including:

IRS Determination Letter Program and individually-designed plans in Cycle E

Plan Operational Compliance (e.g., HEART Act of 2008)

Notices and other participant communication requirements

Furthermore, the latest developments in 401(k) plan litigation will be examined, including:

The “Excessive Fees” cases: Where do we stand?

Class certification issues in light of LaRue

Employer stock drop claims: Who's winning and losing?

Invest just 90 minutes at your home or office to learn what's new in 401(k) plans from a team of employee benefits experts. This teleseminar comes to you live on Wednesday, April 7, 2010, 1:00-2:30 pm ET, via your phone or your computer. Its format will allow for questions to be submitted to the panel via email during the program. Corresponding course material may be downloaded or viewed online, but might not be followed precisely during the presentation.

Given the current state of the national economy and the overall uncertainty with respect to employment and retirement plans of millions of Americans, knowing about current developments impacting 401(k) plans in terms of legislation, plan administration issues, and litigation is relevant to you and your clients. And whether you are an experienced employee benefits practitioner or have a different area of specialization, you need to be aware of anticipated legislation and regulations for 2010 under the new Administration. This 90 minute audio program will also examine recent important cases in the 401(k) plan area, as well as the compliance issues that will need to be addressed in order to maintain the tax-qualified status of 401(k) plans.

Planning Chairs:

Eugene M. Holmes, Esquire, Proskauer Rose LLP, Washington, DC

Faculty:

Lynn Dudley, Esquire, American Benefits Council, Washington DC

Theresa J. Chung, Esquire, Morgan, Lewis & Bockius LLP, Washington, DC

ALI-ABA Staff Attorney: Harry Kyriakodis

Planning, Drafting, and Estate Administration in 2010 and Beyond

webmaster@ali-aba.org (ALI-ABA) — Mon, 12 Apr 2010 04:00:00 EST

The faculty will examine the perplexing uncertainty now faced by estate planning professionals and fiduciaries and will explain several approaches to drafting, planning, and administration that may be considered while striving to navigate these truly uncharted waters without running aground. Included in the presentation will be discussions of selected drafting techniques for wills and trust instruments; strategies for allocating property among various possible post-death dispositions; the potential advantages of QTIP trusts; designing, timing, and implementing lifetime gifts (including generation-skipping transfers), the mechanics of allocating basis increases; and more.

As a result of breathtaking Congressional paralysis in 2009, the estate planning world has been rocked in a way seldom if ever seen before. For the first time since 1915, we have no federal estate tax. For the first time since 1976, we have no federal generation-skipping transfer tax, but we do have carryover basis. The federal gift tax is lower than it has been during the lifetimes of many of us. This situation, however, is almost certainly only temporary, but we have no idea what the future holds. When and how will the estate tax and the GST tax be revived? If Congress takes action, will it be retroactive, and would retroactive reenactment of the estate and GST tax regimes pass Constitutional muster? Will the “sunset” provisions of the 2001 tax act take effect, or will Congress legislate a different result before January 1, 2011? What will the estate, gift, and GST tax exemptions and rates be? How are we to construe and proceed under the literal language of some tax laws that have now been exposed as very possibly dictating absurd results -- especially if the “sunset” provisions take effect?

Planning Chairs:

Charles A. Redd, Sonnenschein Nath & Rosenthal LLP, St. Louis

Faculty:

Ellen K. Harrison, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C.

Jonathan G. Blattmachr, New York, New York

Representing Troubled Banks in 2010: Failures, Acquisitions, and Resolutions

webmaster@ali-aba.org (ALI-ABA) — Tue, 13 Apr 2010 04:00:00 EST

Planning for a Bank Failure

• The End Stages of a Bank’s Life: What the Bank and its Board of Directors Should Expect and Plan For

• The Closing Process

Acquisitions of Institutions from the FDIC: Clarifying the Bank Resolution Process

• Bidding on Failed Institutions

• Structural Issues –Strategic and Financial Considerations

• Regulatory Clearances

• Due Diligence Clearances and Process

• Bidding Considerations • Assistance Agreement

Private Equity and Other Financial Backers

• Investment Vehicles – Private Equity, Private Equity Consortia, Blind Pools, and Other Financial Strategies

• “Shelf Charter” and “Inflatable Charter” p>• Federal Reserve Issues and Approvals FDIC

Sales of Bank Assets: Bidding Process

• Pre-Qualification • Bid Announcement

• Due Diligence

• Bid Application and Submission

• Bid Selection

FDIC Litigation

• FDIC Cases Involving Receiverships – WaMu, FDIC’s Special Powers and Defenses

• Professional Liability Cases – FDIC Criteria for Suing Directors and Officers, Pending Investigations

This video webcast will explore, in discreet segments (1) How to Plan for a Bank Failure (2) Acquisitions from the FDIC; Clarifying the Bank Resolution Process (3) Private Equity and Other Financial Bidders (4) FDIC Sales of Bank Assets: the Bidding Process and (5) FDIC Litigation. Given the number of banks that have already failed, and the number of banks that the FDIC now expects will fail, every banking, corporate, and securities lawyer should be interested in learning about a process that is likely to be in full bloom for at least the next several years. For corporate transactions and enforcement this is likely to be an issue for perhaps the next decade. This webcast is intended to provide the necessary background and context for representing a failing bank, potential bidders for the bank or for its assets, and individuals employed at the bank or serving on its board of directors.

This webcast is chaired by four well-known practitioners with a depth of experience in representing depository institutions. Each has been actively involved in different aspects of the failing bank experience. The faculty includes two former General Counsel of the FDIC, and senior representatives of the FDIC and Board of Governors of the Federal Reserve System whose day-to-day activities have put them in the vortex of these important decisions and developments. All of the presentations will involve a give-and-take, question-and-answer format rather than formal presentations and there will be sufficient time at the end of the program for live audience questions and answers.

Planning Chairs:

A. Patrick Doyle, Arnold & Porter LLP, Washington, D.C.

Ronald R. Glancz, Venable LLP, Washington, D.C.

Martin E. Lybecker, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, D.C.

William J. Sweet, Jr., Skadden, Arps, Slate, Meagher & Flom LLP, Washington, D.C.

Faculty:

William Kroener, III, Sullivan & Cromwell LLP, Washington, D.C.

Sara A. Kelsey, Wilmer Cutler Pickering Hale and Dorr LLP, New York

Patricia Robinson, Associate General Counsel, Board of Governors of the Federal Reserve Board, Washington, D.C.

Look Before You Leap: DPAs, NPAs, and the Environmental Criminal Case

webmaster@ali-aba.org (ALI-ABA) — Wed, 14 Apr 2010 04:00:00 EST

Whether you are an experienced environmental criminal defense practitioner or you have a different area of criminal or environmental law specialization, knowing about Deferred Prosecution Agreement (DPA) or a Non-Prosecution Agreement (NPA) is relevant to your practice—and to your corporate clients. Chaired by Joseph G. Block of Venable LLP, this audio-only program will examine the following:

Features common to DPAs and NPAs.

Recent Department of Justice policies concerning DPAs and NPAs.

Collateral consequences that may flow from entering into a DPA or NPA.

Tips for avoiding these collateral consequences.

Mr. Block is joined by F. Joseph Warin, chair of Gibson Dunn's Litigation Department in Washington, D.C.

Invest just 90 minutes at your home or office to learn about DPAs and NPAs from two experts in the field of criminal environmental law. This teleseminar comes to you live on Wednesday, April 14th, 2010, 1:00-2:30 pm ET, via your phone or your computer. Its format will allow for questions to be submitted to the panel via email during the program. Corresponding course material may be downloaded or viewed online, but might not be followed precisely during the presentation.

An indictment in an environmental criminal case means public embarrassment and reputational damage. Besides steep monetary penalties and years of probation, it may mean plummeting share price and suspension or termination of government contracts. With this in mind, the prospect of a Deferred Prosecution Agreement or a Non-Prosecution Agreement might simply be viewed as the next best thing to a declination of prosecution. But these types of agreements cannot be entered into lightly. DPAs and NPAs have been applied in a wide variety of criminal cases, such as money laundering, public corruption, and, especially over the last few years, violations of the Foreign Corrupt Practices Act. They are also common to bank, securities, tax, and health care fraud cases. Environmental criminal defense counsel should be aware that prosecutors wield great discretion in this realm and that a deferred prosecution or a non-prosecution agreement might place onerous demands on their clients, and might invite other substantial consequences—despite staying or avoiding prosecution. Nevertheless, if vigorously negotiated and artfully drafted, a DPA or NPA can be an acceptable means with which to resolve a criminal case if a declination of prosecution is not in the cards.

Planning Chairs:

Joseph G. Block, Esquire, Venable LLP, Washington, DC 20004

Faculty:

F. Joseph Warin, Esquire, Gibson Dunn

ALI-ABA Staff Attorney: Harry Kyriakodis

Airline and Railroad Labor and Employment Law: A Comprehensive Analysis

webmaster@ali-aba.org (ALI-ABA) — Thu, 15 Apr 2010 04:00:00 EST

This annual course of study, comprising more than 18 hours of instruction, examines labor relations in the airline and railroad industries, where the governing law is the Railway Labor Act (RLA) rather than the National Labor Relations Act, and the responsible government agency is the National Mediation Board (NMB or Board) rather than the National Labor Relations Board. In addition to looking at labor-management relations, the course looks at the three-cornered relationship among individual employees, their unions, and their employers.

Is the RLA new to you? Attend the optional session on Thursday morning for a whirlwind tour of the law and policy of labor relations in the airline and railroad industries.

This course examines labor relations under the RLA in detail, discussing:

• the function and workings of the Board,

• organizational issues,

• election campaigns,

• representation proceedings before the Board,

• collective bargaining,

• mediation,

• status quo rules,

• strikes and other work stoppages,

• emergency boards,

• dispute resolution,

• international labor and employment law developments, and

• bankruptcy developments.

The course also considers the rights of individual employees with respect to both carriers and unions – the roles of employment, civil rights, disability, whistleblowing, drug and alcohol testing, safety, and environmental laws in the airline and railroad industries.

Throughout, the course looks at emerging issues affecting employment in the air and rail industries. The dominant issues now are modification of National Mediation Board voting procedures, security concerns in the post-9/11 workplace, the process and outcomes of reorganizations in Bankruptcy Court, and mergers and acquisitions. Other emerging issues addressed include the extraterritorial application of U.S. employment and safety laws, foreign ownership of interests in U.S. carriers, deregulation, and alliances.

The faculty is drawn from all the legal communities involved in air and rail employment issues: the National Mediation Board; mediators and arbitrators; and representatives of carriers, labor organizations, and individual employees.

Time is reserved throughout the program to address registrants’ questions.

This is the event of the year for attorneys and executives who want to stay abreast of emerging issues affecting airline and railroad labor relations, including:

Modification of National Mediation Board voting procedures

The impact of post-9/11 security concerns on airline and railroad workplaces

Outcomes of airline and railroad reorganizations in Bankruptcy Court; and

Airline and railroad mergers and acquisitions and their effect on labor organizations.

The course provides unparalleled opportunities to learn from and interact with National Mediation Board and Federal Mediation and Conciliation Service personnel who play key roles in labor relations for airlines and railroads.

Planning Chairs:

Joseph Z. Fleming, Greenberg Traurig, P.A., Miami

Faculty:

Roger H. Briton, Jackson Lewis LLP, Melville, New York

John O'B. Clarke, Jr., Highsaw, Mahoney & Clarke, P.C., Washington, D.C.

George H. Cohen, Director, Federal Mediation and Conciliation Service, Washington, D.C.

Jonathan A. Cohen, Chief Counsel and Director, Legal Department, Air Line Pilots Association, Washington, D.C.

Elizabeth Dougherty, Chairman, National Mediation Board, Washington, D.C.

Richard S. Edelman, O'Donnell Schwartz & Anderson, P.C. Washington, D.C.

Jeffrey R. Freund, Bredhoff & Kaiser, PLLC, Washington, D.C.

John J. Gallagher, Paul, Hastings, Janofsky & Walker LLP, Washington, D.C.

Lawrence Gibbons, Director, Office of Mediation Services, National Mediation Board, Washington, D.C.

Eileen Hennessey, Counsel, National Mediation Board, Washington, D.C.

Harry R. Hoglander, Member, National Mediation Board, Washington, D.C.

Chris A. Hollinger, O'Melveny & Myers LLP, San Francisco

Edgar N. James, James & Hoffman, P.C., Washington, D.C.

Joshua M. Javits, Mediator and Arbitrator, Dispute Resolution Services, Washington, D.C.; former National Mediation Board Member and Chairman, and Facilitator of "Dunlop II"

Thomas A. Jerman, O'Melveny & Myers LLP, Washington, D.C.

Mary L. Johnson, General Counsel, National Mediation Board, Washington, D.C.

Zachery M. Jones, Senior Mediator, National Mediation Board, Washington, D.C.

Thomas J. Kassin, Ford & Harrison LLP, Atlanta

Daniel M. Katz, Katz & Ranzman, P.C., Washington, D.C.

Sharon L. Levine, Lowenstein Sandler PC, Roseland, New Jersey

Michael L. Lowry, Ford & Harrison LLP, Atlanta

Arthur M. Luby, Assistant Director of Representaton, Air Line Pilots Association, Herndon, Virginia

Stephen B. Moldof, Cohen, Weiss and Simon LLP, New York

Joanna L. Moorhead, General Counsel, National Railway Labor Conference, Washington, D.C.

Peter M. Panken, Epstein Becker & Green, P.C., New York

Carmen R. Parcelli, Guerrieri Edmond Clayman & Bartos, P.C., Washington, D.C.

Linda Puchala, Member, National Mediation Board, Washington, D.C.

Thomas E. Reinert, Jr., Morgan, Lewis & Bockius LLP, Washington, D.C.

Harry A. Rissetto, Morgan, Lewis & Bockius LLP, Washington, D.C.

Julissa Rodriguez, Greenberg Traurig LLP, Miami

Carla M. Siegel, Associate General Counsel, The International Association of Machinists and Aerospace Workers, Upper Marlboro, Maryland

Robert A. Siegel, O'Melveny & Myers LLP, Los Angeles

Patricia Sims, Senior Mediator, National Mediation Board, Washington, D.C.

Roland Watkins, Director, Office of Arbitration Services, National Mediation Board, Washington, D.C.

Roland P. Wilder, Jr., Baptiste & Wilder, P.C., Washington, D.C.

William R. Wilder, Baptiste & Wilder, P.C., Washington, D.C.

Kenneth M. Willner, Paul, Hastings, Janofsky & Walker LLP, Washington, D.C.

ALI-ABA Staff Attorney: Thomas M. Hennessey, Assistant Director, Office of Courses of Study

Hilton Embassy Row

Commercial Real Estate Financing
Strategies for Changing Markets and Uncertain Times

webmaster@ali-aba.org (ALI-ABA) — Thu, 15 Apr 2010 04:00:00 EST

The faculty members – all sophisticated practitioners – teach by sharing timely strategies on real estate financing in a seminar setting. Registrants will learn:

Strategies for dealing with lenders and borrowers

Strategies for dealing with distressed properties

Issue spotting in default, workout, and bankruptcy situations

Work-out techniques in the present environment

The perspectives of lenders, borrowers, and developers on key issues

Negotiation techniques to meet the demands of lenders

Tips for document adjustments

Practice pointers on avoiding pitfalls in today's market

Time is reserved throughout the program to address written questions submitted by the registrants.

The commercial real estate market is in a prolonged slump, but there is still demand for attorneys who can handle sophisticated commercial projects with alternative financing. If you want to polish your skills to handle those projects, this is the course for you. This intense two-day program features:

Instruction by the nation’s most distinguished and respected practitioners in this field

In-depth interactive discussions of the issues with perspective from lenders, borrowers, and developers

Timely topics, including defaults, workouts, and bankruptcy issues

Forms and agreements used by faculty members in their practices

Multiple networking opportunities, including a Thursday afternoon reception

Planning Chairs:

Richard R. Goldberg, Ballard Spahr, LLP, Philadelphia; named Philadelphia's Best Lawyers' 2010 Real Estate Lawyer of the Year

Andrea M. Mattei, Vice President, Legal, Wyndham Worldwide Corporation, Parsippany, New Jersey

Faculty:

Joseph Philip Forte, Alston & Bird LLP, New York

Michael D. Hamilton, DLA Piper US, LLP, Los Angeles

John S. Hollyfield, Fulbright & Jaworski L.L.P., Houston

Steven G. Horowitz, Cleary Gottlieb Steen & Hamilton LLP, New York

Thomas F. Kaufman, Hunton & Williams LLP, Washington, D.C.

K.C. McDaniel, K.C. McDaniel PLLC, New York

Eric M. Schiller, Sonnenschein Nath & Rosenthal LLP, Chicago

ALI-ABA Conference Center

Fundamentals of Bankruptcy Law

webmaster@ali-aba.org (ALI-ABA) — Thu, 15 Apr 2010 04:00:00 EST

The current economic downturn has resulted in a marked increase in bankruptcy filings. Whether you’re just starting a bankruptcy practice or need to learn about the field because it impacts your practice area, this course, featuring national experts and judges teaching the basics of bankruptcy law, is for you!

The course covers all the basic areas of bankruptcy liquidation and rehabilitation, both the substantive and procedural law, and pays special attention to the kinds of problems you’re likely to encounter. The course takes into account changes in the law effected by the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005.

Starting with a brief overview, the course proceeds to consider:

The court system and bankruptcy administrative apparatus

Eligibility for relief under the Bankruptcy Code and how cases get started

The concepts of the bankruptcy estate and the trustee’s avoiding powers

The so-called administrative powers, including the automatic stay and the power to use or sell property, particularly the power to use a secured creditor’s collateral, as well as the power to reject, assume, or assign executory contracts

From the standpoint of creditors in general, the focus is on who is entitled to distribution in a bankruptcy case and in what order of priority. From the standpoint of the secured creditor in particular, the focus is on how and when the law may invalidate or impair the creditor’s security interest and what the creditor can do to best protect its position.

The fresh start aspects of bankruptcy for the individual or consumer debtor are considered, including the law relating to exemptions, the right to discharge, and the dischargeability of particular claims, as well as the chapter 13 alternative to a bankruptcy liquidation case.

The final part of the course is devoted to the fundamentals of chapter 11 business reorganization, including both the provisions of the law that enable the debtor to keep operating and those that relate to the negotiation, formulation, confirmation, and consummation of the reorganization plan itself.

All discussions include participation by the faculty panel. Time has been allotted throughout the program to address your questions.

Total bankruptcy filings up 33% in third quarter of 2009---Administrative Office of the U.S. Courts

Today’s credit crunch and high unemployment have resulted in a sharp national increase in business and consumer bankruptcies. A number of states, including California, Nevada, Arizona, Illinois, and Florida, have been particularly hard hit, but all regions of the country have been affected.

Need a refresher or to get up to speed in this growing practice area? ALI-ABA’s longstanding Course of Study, Fundamentals of Bankruptcy Law, prepares you for the continued onslaught of bankruptcy filings. Taught by some of the most experienced bankruptcy attorneys and judges in the country, this unique course provides you with the knowledge and skills to handle business and consumer bankruptcy cases for your clients. Attend in person and have the opportunity to gain insights and network with colleagues and faculty, including five sitting U.S. Bankruptcy judges, from across the country.

Can’t attend live? Participate from your office via live video webcast. Either way, you’ll get access to the online archive for instant review of content when you need it.

The most comprehensive and highly acclaimed bankruptcy fundamentals course on the market!

Taught by the leading experts in the field, including five sitting U.S. Bankruptcy Judges!

Based on ALI-ABA’s best-selling publication, Fundamentals of Bankruptcy Law; registrants receive a complimentary copy of the latest edition.

Planning Chairs:

(also on faculty)

K. John Shaffer, Stutman, Treister & Glatt, P.C., Los Angeles

Bruce A. Markell, U.S. Bankruptcy Judge, Las Vegas

Faculty:

Mary Grace Diehl, U.S. Bankruptcy Judge, Atlanta

Ralph R. Mabey, Stutman Treister & Glatt, P.C., Salt Lake City

Randall J. Newsome, Chief U.S. Bankruptcy Judge, Oakland

Elizabeth L. Perris, Chief U.S. Bankruptcy Judge, Portland, Oregon

George M. Treister, Stutman, Treister & Glatt, P.C., Los Angeles

Eugene R. Wedoff, U.S. Bankruptcy Judge, Chicago

ALI-ABA Staff Attorney: Alexander Hart, Director Emeritus, Office of Courses of Study

Marriott Union Square

Negotiating in a Tough Economy

webmaster@ali-aba.org (ALI-ABA) — Thu, 15 Apr 2010 04:00:00 EST

Discover the power of research-based negotiation strategies in a difficult economy.

Lawyers who are truly successful negotiators know they can’t always trust their instincts – so they stay on top of the most effective strategies and tactics. No matter how much they’ve negotiated, they recognize that they can always learn more. And in your next negotiation, they may be sitting across the table from you.

In today’s tough economy, every negotiation counts. It’s especially critical to learn what the best negotiators have always known – that proven, research-based negotiation strategies can deliver the best results for you and your clients.

Designed specifically for lawyers and led by one of the nation’s leading experts on negotiating techniques, this practical webcast will teach you:

The Five Golden Rules for negotiating in a tough economy

Ways to incorporate negotiation best practices into your practice and organization

Tactics to gain leverage when seemingly powerless

Strategies to strengthen relationships and still get great deals

Offer-concession strategies for difficult economic times

And more!

This video webcast was professionally produced in a live setting in June 2009. Registrants may e-mail their questions to the instructor in advance or during the program. In addition, all registrants will receive a set of downloadable course materials and free access to the archived online program.

Planning Chairs:

Faculty:

Martin E. Latz, Esquire, Latz Negotiation Institute, Scottsdale, AZ

Adjunct Professor of Law for Negotiation, Arizona State University College of Law, 1995-2005

Developed and taught negotiation training programs for over 50,000 lawyers and business professionals around the world since 1995

Founder and CEO, Latz Negotiation Institute and ExpertNegotiator Planning & Management Software

Negotiated for The White House nationally and internationally on the White House Advance Teams

Appeared as a negotiation expert on CBS’ The Early Show and such national business shows as Your Money and First Business

Author, Gain the Edge! Negotiating to Get What You Want (St. Martin's Press, 2004)

Negotiation columnist for The Arizona Republic

Hazardous Wastes and Site Remediation: Legal and Policy Developments

webmaster@ali-aba.org (ALI-ABA) — Thu, 15 Apr 2010 04:00:00 EST

The course kicks off with a keynote address by Mathy Stanislaus, EPA Assistant Administrator for Solid Waste and Emergency Response. It then provides a comprehensive general survey of significant case law developments under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), with focus on remediation, including evolving standards and policies such as vapor intrusion and risk assessment. It also considers new regulatory and enforcement initiatives, including new NLP listings, CERCLA Section 108(b) financial assurance rules for the hardrock mining sector, and the EPA’s policy on hydrolic fracturing under CERCLA. The course then provides an update on the Resource Conservation and Recovery Act (RCRA) by addressing coal combustion wastes, the redefinition of solid waste to address reclaimed and recycled materials, and the EPA’s evaluation of the impact of declining asset values.

In the afternoon, the course turns to enforcement issues, brownfields redevelopment, and renewable energy, including some cutting edge topics such as expedited and subsidized cleanup of and closure of brownfields properties as sites for renewable energy projects. The course wraps up with two roundtable discussions: one features insights from state superfund directors, and the other considers litigation and compliance strategies following Burlington Northern and subsequent case law.

A networking reception for all in-person registrants and faculty follows. For those needing ethics credit, an optional one-hour lecture on ethical issues in environmental matters is offered over the lunch break. Time is set aside during each presentation to address registrants’ questions.

This advanced one-day course of study gives its registrants the opportunity to acquire an in-depth understanding of the laws governing hazardous substances, as well as up-to-date information on federal enforcement of statutes regulating them and remediation actions.

In past years, the area of hazardous wastes was covered in a single two-day course. This year, ALI-ABA is pleased to offer two one-day back-to-back courses to meet the needs of today’s busy practitioners. Hazardous Wastes and Site Remediation is offered on the first day; Chemical Control Law and Policy is addressed on the second day. Sign up just for this course for $649; or, for only $999, attend both courses! More information on Chemical Control Law and Policy can be found here.

Planning Chairs:

(Also on faculty)

Elliott P. Laws, Crowell & Moring LLP, Washington, D.C.

John A. Pendergrass, Senior Attorney; Director, Center for State, Local, and Regional Environmental Programs; Co-Director, International Programs, Environmental Law Institute, Washington, D.C.

Duane A. Siler, Crowell & Moring LLP, Washington, D.C.

Chet M. Thompson, Crowell & Moring LLP, Washington, D.C.

Faculty:

KEYNOTE SPEAKER

Mathy Stanislaus, Assistant Administrator, Office of Solid Waste and Emergency Response, U.S. Environmental Protection Agency, Washington, D.C.

FACULTY

R. Steven Brown, Executive Director, Environmental Council of the States, Washington, D.C.

David R. Case, Executive Director, Environmental Technology Council, Washington, D.C.

Paula Cotter, Director, Environment Project, National Association of Attorneys General, Washington, D.C.

John C. Cruden, Deputy Assistant Attorney General, Environment and Natural Resources Division, U.S. Department of Justice, Washington, D.C.

Paul Curran, Senior Executive Vice President, Axio Power, Inc. and Apex Wind Energy, Inc., Poughkeepsie, New York

Kevin A. Gaynor, Vinson & Elkins LLP, Washington, D.C.

Bruce Gelber, Chief, Enforcement, Environment and Natural Resources Division, U.S. Department of Justice, Washington, D.C.

Elliott Gilberg, Acting Director, Remediation Enforcement, Office of Enforcement and Compliance Assurance, U.S. Environmental Protection Agency, Washington, D.C.

Bruce Kulpan, Office of Site Remediation Enforcement, Office of Enforcement and Compliance Assurance, U.S. Environmental Protection Agency, Washington, D.C.

Carol L. Lear, Ph.D., Senior Counsel, Chevron USA, Houston

David Lloyd, Director, Office of Brownfields and Land Revitalization, Office of Solid Waste and Emergency Response, U.S. Environmental Protection Agency, Washington, D.C.

Catherine R. McCabe, Principal Deputy Assistant Administrator, Office of Enforcement and Compliance Assurance, U.S. Environmental Protection Agency, Washington, D.C.

Carol Mowder, Senior Remediation Manager, ARCADIS, Millersville, Maryland

Jeffrey R. Porter, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo P.C., Boston

Peter D. Robertson, Crowell & Moring LLP, Washington, D.C.

Judy Sheahan, Assistant Executive Director, U.S. Conference of Mayors, Washington, D.C.

Michael W. Steinberg, Morgan, Lewis & Bockius LLP, Washington, D.C.

Douglas R. Williams, Professor of Law, St. Louis University School of Law, St. Louis

John L. Wittenborn, Kelley Drye & Warren LLP, Washington, D.C.

Additional faculty to be confirmed. Please check back for updates.

ALI-ABA Staff Attorney: Amy S. Weinberg, Assistant Director, Office of Courses of Study

Crowell & Moring LLP

Chemical Control Law and Policy

webmaster@ali-aba.org (ALI-ABA) — Fri, 16 Apr 2010 04:00:00 EST

The first half of the course examines what practitioners need to know about the growing significance of industrial and pesticide chemical control law and regulation, by updating registrants on the Toxic Substances Control Act (TSCA), Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA), and enforcement priorities for 2010 and providing a roundup on significant litigation. It addresses:

Administrative actions to enhance chemical management

TSCA inventory and inventory update reporting

EPA’s evolving policies on nanotechnology, nanopesticides, and endangered species,

FIFRA registration review and improvement initiatives under PRIA 2

Endocrine Disruptor Screening Program (EDSP)

Litigation issues with aquatic pesticides, endangered species, and rodenticide

The second half of the course goes beyond the basics and takes an integrated look at modern-day chemical control. It considers chemical legislation to watch, partners in pesticide and chemical regulation and management, and other hot topics. Specific topics include:

TSCA reauthorization/modernization and other relevant legislation from the House and Senate, such as the Mercury Pollution Reduction Act of 2009 and the National Nanotechnology Initiative Amendments Act of 2009

Consumer Product Safety Commission’s regulation of hazardous substances in consumer products

Federal Trade Commission’s growing focus on green marketing claims

Occupational Safety and Health Administration workplace exposure and hazard communications standards

Chemical control in key import/export markets

Climate regulations on the chemical and agricultural sectors

For those new to the area or looking for a refresher, the course begins with an optional introductory lecture on federal chemical and pesticide control law. Time is set aside during each presentation to address registrants’ questions.

This advanced one-day course of study gives its registrants the opportunity to acquire an in-depth understanding of the laws governing chemical and pesticide control and nanotechnology, as well as up-to-date information on federal enforcement of statutes regulating them.

In past years, the area of chemical control was covered as part of a single two-day course. This year, ALI-ABA is pleased to offer two one-day back-to-back courses to meet the needs of today’s busy practitioners. Hazardous Wastes and Site Remediation is offered on the first day; Chemical Control Law and Policy is addressed on the second day. Sign up just for this course for $649; or, for only $999, attend both courses! More information on Hazardous Wastes and Site Remediation can be found here.

Planning Chairs:

(Also on faculty)

Lynn L. Bergeson, Bergeson & Campbell, P.C., Washington, D.C.

Charles L. Franklin, Akin Gump Strauss Hauer & Feld, LLP, Washington, D.C.

Faculty:

James V. Aidala, Jr., Bergeson & Campbell, P.C., Washington, D.C.

Raymond J. Alwood, Chemical Control Division, Office of Pollution Prevention and Toxics, U.S. Environmental Protection Agency, Washington, D.C.

Charles M. Auer, Charles Auer & Associates, LLC, Poolesville, Maryland

Steven P. Bradbury, Ph.D., Acting Director, Office of Pesticide Programs, U.S. Environmental Protection Agency, Washington, D.C.

Sarah H. Brozena, Senior Director, Regulatory and Technical Affairs, American Chemistry Council, Arlington, Virginia

John C. Cruden, Deputy Assistant Attorney General, Environment and Natural Resources Division, U.S. Department of Justice, Washington, D.C.

Richard A. Denison, Ph.D., Senior Scientist, Environmental Defense Fund, Washington, D.C.

Dennis R. Deziel, U.S. Department of Homeland Security, Washington, D.C.

Liza J. Fleeson, Program Manager, Office of Pesticide Services, Virginia Department of Agriculture and Consumer Services, Richmond, Virginia

James C. Lamb, IV, Ph.D., Principal Scientist and Center Director, Exponent, Inc., Alexandria, Virginia

Brenda Mallory, Associate Deputy General Counsel, Pesticides and Toxic Substances Law Office, U.S. Environmental Protection Agency, Washington, D.C.

Erik D. Olson, Director, Food and Consumer Protect Safety Programs, The Pew Charitable Trusts, Washington, D.C. (invited)

Stephen A. Owens, Assistant Administrator, Office of Prevention, Pesticides, and Toxic Substances, U.S. Environmental Protection Agency, Washington, D.C. (invited)

Kathleen E. Sellers, Principal Engineer, ARCADIS U.S., Inc., Lowell, Massachusetts

Treye A. Thomas, Ph.D., Toxicologist, Directorate for Health Sciences, U.S. Consumer Product Safety Commission, Bethesda, Maryland

Additional faculty to be confirmed. Please check back for updates.

ALI-ABA Staff Attorney: Amy S. Weinberg, Assistant Director, Office of Courses of Study

Crowell & Moring LLP

Employment Law Update: Spring 2010

webmaster@ali-aba.org (ALI-ABA) — Tue, 20 Apr 2010 04:00:00 EST

This webcast will capture the most important changes in employment law practice, as determined by the faculty at the time of presentation. As new topics emerge they will be added to the web brochure. Current topics include:

Retaliation Claims after Burlington Northern

Independent Contractors: New Audit & Enforcement Initiatives

Non-Compete Litigation

Lilly Ledbetter Fair Pay Act: Current Interpretations

Supreme Court’s Ricci Decision: Its Impact on Promotions & Testing

Supreme Court’s Gross Decision: Impact on Other Statutes

Viability of the McDonnell Douglas Paradigm

New EEOC ADA Amendment Act Regulations

This new videocast series is created for sophisticated employment lawyers and general counsels. Don’t miss important developments; view this live video update from the convenience of your home or office, or wherever you have an internet connection. All registrants will receive complimentary access to the archived seminar.

Planning Chairs:

Barbara Berish Brown, Paul, Hastings, Janofsky & Walker, LLP, Washington, D.C.

Robert B. Fitzpatrick, Robert B. Fitzpatrick, PLLC, Washington, D.C.

Additional faculty may be recruited. Please check this website later.

Faculty:

Networking Professionally and Ethically

webmaster@ali-aba.org (ALI-ABA) — Wed, 21 Apr 2010 04:00:00 EST

Use networking to build upon your professional success -- effectively and ethically.

Everyone knows that networking is good for your legal career, but like diet and exercise, many attorneys make excuses to avoid it. This program shows you how to network in a manner that feels comfortable for you and how to build your network. Also learn the ethical traps of networking: When does effective networking turn into unethical solicitation? Is there anything unethical in entertaining clients? How do you ethically handle referral fees?

Gain the confidence to use networking to build upon your professional success -- effectively and ethically. Attend this program and learn:

Who should be in your network

What to say (and what not to say) when networking

How to “work a room”

How to use social media for networking

What networking activities can cross the ethical line

And more!

Participants in this interactive seminar have the opportunity to submit their questions before and/or during the program for discussion by the faculty. In addition, all registrants receive a set of downloadable course materials and free access to the archived online program later.

Need ethics credit? This seminar qualifies for 1.0 to 1.2 ethics credit hours, depending on state requirements, in MCLE jurisdictions that accredit live telephone seminars and/or webcasts. (Note: This program does not qualify for CLE credit in Iowa.)

Planning Chairs:

Faculty:

Roy S. Ginsburg is an attorney coach, providing business and professional development consulting to lawyers. He speaks nationwide on the best practices and ethics of marketing and client service. An attorney for more than 25 years, Mr. Ginsburg has worked in large and small law firms, and as in-house counsel in corporate legal departments. He currently practices in the areas of marketing ethics and employment law as a solo practitioner.

The Impact of Estate Tax Repeal - Going Blindly Where No One Else Has Gone Before

webmaster@ali-aba.org (ALI-ABA) — Wed, 21 Apr 2010 04:00:00 EST

Please join ALI-ABA and ACTEC on April 21 for this replay of the lively and provocative discussion of issues that now confront every estate planner in his or her practice:

• Current legislative situation & possible legislation in 2010

• Impact of the repeal of the estate tax

• How to handle the repeal of the generation-skipping transfer tax

• Gifting strategies in 2010

• Constitutionality of any legislation to reinstate the estate & generation-skipping transfer taxes

• What you need to know about carryover basis

• Impact of state estate & inheritance tax laws

• Maintaining flexibility in addressing the changing transfer tax landscape.

The Opportunities and Challenges in 2010 of Estate and GST Tax Repeal, Carryover Basis, and Possible Reinstatement of the Estate and GST Taxes:

Take this opportunity to submit your questions via email during the program.

Planning Chairs:

Faculty:

Ronald D. Aucutt, McGuireWoods LLP, McLean, Virginia

Charles D. Fox IV, McGuireWoods LLP, Charlottesville, Virginia

Milford B. Hatcher, Jr., Holland & Knight, Atlanta and Jacksonville

Diana S.C. Zeydel, Greenberg Traurig, LLP, Miami

Real World Document Drafting: Form, Style, and Substance

webmaster@ali-aba.org (ALI-ABA) — Thu, 22 Apr 2010 04:00:00 EST

This comprehensive program integrates the legal principles, skills, and experience related to negotiating and drafting a wide range of contracts and other documents. It explores the underlying principles of contract law that apply to specific contract provisions and considers alternate ways to resolve issues in the document negotiation process. The focus is on producing readily comprehended legal documents that can serve as roadmaps for business relationships and can reduce the possibility of related litigation. Throughout the day, the isntructor will respond to participants' comments and questions.

Topics include:

Preliminary Considerations in Contract Drafting

Use and Misuse of Recitals and Definitions

Good Drafting Practices

Dealing with Potential Ambiguities

Let's Frustrate the Litigators

Default Provisions

Choice of Law and of Forum

Indemnification and Exculpatory Provisions

Consent and Approval Provisions

Warranties and Representations

Alternate Dispute Resolution

Market Shift Accommodation Provisions

and much, much more!

Learn How To Draft Effective Documents That Protect Your Clients!

Document drafting can be as important to the long-term success of a deal as the negotiation of the deal itself. ALI-ABA's Real World Document Drafting ® : Form, Style, and Substance course examines the legal principles, skills, and underlying business principles related to negotiating and drafting a broad range of contracts. Taught by Marvin Garfinkel, a practitioner with extensive transactional practice and teaching experience, this unique course, available live in Philadelphia or by live video webcast, shows you how to draft precise legal documents that not only articulate the terms of the deal, but also foster business relationships and reduce the risk of future litigation.

Planning Chairs:

Faculty:

Marvin Garfinkel, Of Counsel at Drinker Biddle & Reath LLP in Philadelphia, is an experienced transactional lawyer, who has lectured and chaired courses for ALI-ABA and numerous other organizations. His areas of expertise include real estate law, including financing, defaults and workouts, common interest properties (condominiums, home owner associations, etc.), shopping center and other commercial development and commercial leasing, and business transactions. His intellectual property subspecialties include distribution and licensing relationships and trademarks.

Mr. Garfinkel's extensive writings have been published in legal journals and trade publications. He has advised and served on the editorial boards of a number of legal publications, statutory drafting commissions, and projects, as well as on several Uniform Law drafting and study committees, including those involved in drafting various articles of the UCC. He was an Adviser on several American Law Institute Property Law Restatements. Mr. Garfinkel is the author of the recently published book, Real World Document Drafting: A Dispute-Avoidance Approach (ALI-ABA 2008). For more information about Mr. Garfinkel, visit his website at www.realworlddocs.com.

ALI-ABA Conference Center

Planning Techniques for Large Estates

webmaster@ali-aba.org (ALI-ABA) — Mon, 26 Apr 2010 04:00:00 EST

This course deals with the most sophisticated problems and considerations in planning large estates. In order to attain this objective, on-site enrollment is limited to 60 registrants.

The topics selected represent the most difficult challenges in the planning of large estates. The discussions are conducted on a transactional basis, with emphasis on changing factual patterns rather than on bare principles of law or statutory provisions. Registrants should come prepared to enter into active discussion with their peers and with the discussion leaders.

The purpose of the course is to examine sophisticated issues that practicing lawyers actually face. Each topic has a lecturer/discussion leader who is responsible for covering the most important aspects of the subject matter and for presenting and discussing the issues and alternative approaches. Registrants are encouraged to participate actively in the discussion of the problems. Because of the limited enrollment and the degree of expertise of the registrants, the format offers an exciting educational experience. It gives registrants an opportunity to trade and discuss ideas with their peers, under the supervision and guidance of highly skilled faculty members.

Newly added: In light of the repeal of the estate and generation-skipping transfer taxes as of January 1, 2010, all estate planners face a great deal of uncertainty. To help registrants get a handle on these implications, this year's program features a two-hour panel dedicated solely to examining these issues.

Planning Chairs:

Malcolm A. Moore, Davis Wright Tremaine LLP, Seattle

Mervin M. Wilf, Philadelphia and Cambridge, Massachusetts

Faculty:

Byrle M. Abbin, Managing Director, Wealth and Tax Advisory Services, Inc., McLean, Virginia

Steve R. Akers, Managing Director, Bessemer Trust Company, Dallas

Ronald D. Aucutt, McGuireWoods LLP, McLean, Virginia

Susan T. Bart, Sidley Austin LLP, Chicago

Carol Cantrell, Briggs & Veselka Co., Bellaire, Texas

Virginia F. Coleman, Ropes & Gray LLP, Boston

S. Stacy Eastland, The Goldman Sachs Group Inc., Houston

Paul N. Frimmer, Loeb & Loeb LLP, Los Angeles

Lawrence P. Katzenstein, Thompson Coburn LLP, St. Louis

M. Read Moore, McDermott Will & Emery LLP, Chicago

Richard W. Nenno, Managing Director and Trust Counsel, Wilmington Trust Company, Wilmington, Delaware

Duncan E. Osborne, Osborne, Helman, Knebel & Deleery, L.L.P., Austin, Texas

Jeffrey N. Pennell, Richard N. Clark Professor of Law, Emory University School of Law, Atlanta

Charles L. Ratner, Ernst & Young LLP, Cleveland

Bruce S. Ross, Holland & Knight LLP, Los Angeles

R. Eric Viehman, Vinson & Elkins LLP, Houston

Westin New York at Times Square

The Impact of Estate Tax Repeal - Going Blindly Where No One Else Has Gone Before

webmaster@ali-aba.org (ALI-ABA) — Tue, 27 Apr 2010 04:00:00 EST

Please join ALI-ABA and ACTEC on April 27th for this replay of the lively and provocative discussion of issues that now confront every estate planner in his or her practice:

• Current legislative situation & possible legislation in 2010

• Impact of the repeal of the estate tax

• How to handle the repeal of the generation-skipping transfer tax

• Gifting strategies in 2010

• Constitutionality of any legislation to reinstate the estate & generation-skipping transfer taxes

• What you need to know about carryover basis

• Impact of state estate & inheritance tax laws

• Maintaining flexibility in addressing the changing transfer tax landscape.

The Opportunities and Challenges in 2010 of Estate and GST Tax Repeal, Carryover Basis, and Possible Reinstatement of the Estate and GST Taxes:

Take this opportunity to submit your questions via email during the program.

Planning Chairs:

Faculty:

Ronald D. Aucutt, McGuireWoods LLP, McLean, Virginia

Charles D. Fox IV, McGuireWoods LLP, Charlottesville, Virginia

Milford B. Hatcher, Jr., Holland & Knight, Atlanta and Jacksonville

Diana S.C. Zeydel, Greenberg Traurig, LLP, Miami

Today's Issues for LLCs in Business Bankruptcy

webmaster@ali-aba.org (ALI-ABA) — Wed, 28 Apr 2010 04:00:00 EST

Limited Liability Companies (LLCs) developed as a way to minimize the personal liability of its members while preserving management flexibility and pass-through taxation, features similar to partnerships. Many LLCs have been formed as Special Purpose Entities (SPEs), subsidiaries designed for a narrow purpose, such as shielding the parent company from financial risk. Thus, those SPEs are frequently labeled “bankruptcy remote.”

Judge Allan Gropper, U. S. Bankruptcy Court, Southern District of New York, in a reorganization case for General Growth Properties (GGP), recently ruled that various subsidiaries (SPEs) of the giant mall developer could be included in the company’s Chapter 11 reorganization, even though they were designed as bankruptcy-remote special purpose entities (SPEs).

Did the ruling in General Growth abolish the notion that SPEs can be “bankruptcy remote”? Has the concept of “substantive consolidation” grown in usage in recent business bankruptcy cases? What exactly are the duties of directors of SPEs relative to the operation of the parent company?

Apart from issues of bankruptcy remoteness, what happens to the LLC and its members when either the LLC or one of the members files for bankruptcy? How is the operating agreement affected? How do the courts reconcile the member's rights on admission of new members with the goal of the bankruptcy process to maximize the value of estate assets that may be used to distribute to creditors?

These questions among others will be discussed by an experienced team of bankruptcy practitioners who are also law professors: David Leibowitz, Lakelaw, Waukegan, Illinois; John Collen, Tressler LLP, Chicago; and Alec P. Ostrow, Stevens & Lee PC, New York City. Registrants may send questions before or during the program to tsquestions@ali-aba.org. Please put LLCs in Business Bankruptcy Question in the subject line.

Understand the operation of LLCs in real estate in light of Judge Gropper’s ruling in the General Growth Properties case.

Review the use of SPEs (special purpose entities) and the fiduciary duties of their directors.

Learn why “bankruptcy remote” does not necessarily mean “bankruptcy proof.”

Analyze the concept of “substantive consolidation” and when it has been used in bankruptcy.

Understand the issues when an LLC member files for bankruptcy, and its membership interest is put up for sale.

Planning Chairs:

David Leibowitz, Lakelaw, Waukegan

Faculty:

John Collen, Tressler LLP, Chicago

Alec P. Ostrow, Stevens & Lee PC, New York City

Commercial Real Estate Defaults, Workouts, and Reorganizations

webmaster@ali-aba.org (ALI-ABA) — Thu, 29 Apr 2010 04:00:00 EST

The best attorneys anticipate change, and this course prepares real estate attorneys and other real estate professionals to handle the growing surge in commercial real estate defaults. With a two-and-a-half-day program, the course addresses all the key issues that confront attorneys and lenders involved with commercial real estate defaults in today’s market, including:

Negotiation and Documentation of a Workout: Restructuring a Defaulted Conventional Real Estate Loan and a Securitized Real Estate Loan with Mezzanine Financing

Dealing with a Failing Financial Institution and Minimizing the Risk of Becoming an Institution Affiliated Party

Impact of the Superpowers of the FDIC and the Extension of Those Powers to a Purchasing Institution in a Pass-Thorough Receivership

Applicable Provisions of the Bankruptcy Code, State Statutes, and Case Law

Using Bankruptcy To Restructure Retail Businesses

Use of Bankruptcy by Solvent Debtors To Avoid Liabilities and Litigation

Bankruptcy Sales of Multiple Leasehold and Fee Properties

Negotiation Strategies and Their Impact on the Participants

Strategies for Use by Mezzanine and Other Subordinate Lenders

NETWORKING OPPORTUNITIES Networking is an important reason to attend this and every other ALI-ABA course of study. The registrants for last year’s presentation of this course came from 24 states!

Planning Chairs:

John D. Hastie, Phillips Murrah, P.C., Norman, Oklahoma (will not attend course because of illness)

Thomas F. Kaufman, Hunton & Williams LLP, Washington, D.C.

Faculty:

Richard F. Broude, Richard F. Broude, P.C., New York

Robert C. Feldman, Weil, Gotshal & Manges LLP, Dallas

Robert G. Gottlieb, Venable LLP, Washington, D.C.

Margaret A. Mahoney, U.S. Bankruptcy Judge, Mobile, Alabama

M.J. Pritchett, Orrick, Herrington & Sutcliffe LLP, San Francisco

The Renaissance Stanford Court

Fundamentals of Securities Law

webmaster@ali-aba.org (ALI-ABA) — Thu, 13 May 2010 04:00:00 EST

• Securities Laws: What You Need To Know

The role of federal securities laws and the definition of “security”; jurisdictional questions; relation to other laws; role and functions of the SEC and its staff; the effect of recent market turmoil and the resulting statutory and regulatory revisions

• Securities Act of 1933: The Start of It All

Structure of the 1933 Act; the registration concept; the exemptions for non-public and small offerings, intrastate offerings, offerings to employees, offerings outside the U.S., and secondary transactions; liability under §§11 and 12

• The Underwriter Concept

Section 2(a)(11); resales of restricted and control securities; Rule 144 and “Section 4(1½)”; Rule 144A

• Public Offerings, Registration Statements, Disclosure

Preparation and the SEC review and marketing process; “gun-jumping” and quiet periods; contents of the registration statement and prospectus, MD&A, executive compensation, plain English, materiality, soft and forward-looking information; safe harbors

• Securities Exchange Act of 1934: Periodic Disclosure and Antifraud Provisions

Structure of the 1934 Act; issuer registration; periodic reporting requirements; informal disclosure requirements; proxy solicitation; shareholder proposals; beneficial ownership reports; tender offers; “going private”; reports and liability under §16; elements of Rule 10b-5; civil liability under the antifraud provisions; liability for insider trading; liability for corporate misstatements; broker-dealer and investment adviser regulation; SEC regulatory developments

• Sarbanes-Oxley Act of 2002: An Indispensable Overview

CEO and CFO certifications; new rules for audit committees; new lawyer responsibilities

• Ethics and Professional Responsibility (one hour)

Counsel’s obligations in SEC matters; SEC expectations and enforcement actions against lawyers; discussion of hypothetical

• Civil Liability, Insider Trading, and SEC Enforcement

Rule 10b-5 in concept and in application; Section 16(b) short swing profit recovery; insider trading policies and prevention programs; SEC enforcement practice and key initiatives and developments

For 30 years, ALI-ABA has educated lawyers on the basic structure and concepts of federal securities laws. Securities law — including the minefields laid by Sarbanes-Oxley and the new and proposed regulatory enhancements — is an intensely complex field with enormous influence on the law and the economy, and this is THE course to guide attorneys and other professionals who wish to gain familiarity with the regulatory scheme and put the relevant laws, regulations, and concepts into a workable context. If you work in this field or with companies that intersect with securities regulation, you must know where and how these laws are relevant in a general or specialized business law or emerging securities law practice.

With a condensed, two-day program, this course covers the key topics, including:
   •  Structure of the federal securities regulatory system
   •  Regulation of public and private offerings
   •  Corporate disclosure and conduct requirements
   •  Transactions by corporate insiders
   •  Liabilities under antifraud provisions
   •  Recent revisions and expansions of federal oversight of the securities markets

There’s no better way to enter or remain competitive in this difficult field than to learn from the best — the most experienced teachers, practitioners, authors, and leaders. Bringing experience unsurpassed in the securities field and an academic perspective essential to understanding these rules, this faculty is without equal in both refreshing knowledgeable securities practitioners and guiding newcomers. Moreover, this veteran, specially selected team works extremely well together to lead registrants further in their practice. The faculty’s entertaining relationship with each other and the audience is what makes this course one of ALI-ABA’s best and longest-running courses.

Registrants are encouraged to indicate special areas of interest that will then be integrated into the presentations.

Planning Chairs:

Alan J. Berkeley, K&L Gates LLP, Washington, D.C., and London

Thomas Lee Hazen, Cary C. Boshamer Distinguished Professor of Law, University of North Carolina School Of Law, Chapel Hill

Faculty:

Martin P. Dunn, O'Melveny & Myers LLP, Washington, D.C.; former Deputy Director, Division of Corporation Finance, U.S. Securities and Exchange Commission

Amy Bowerman Freed, Hogan & Hartson LLP, New York and Baltimore

Professor Kevin V. Haynes, Visiting Assistant Professor of Law, University of North Carolina School of Law, Chapel Hill

Robert B. Robbins, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C.

ALI-ABA Staff Attorney: Thomas M. Hennessey, Assistant Director, Office of Courses of Study

AED Conference Center

Multiple Clients, Multiple Headaches: Identifying and Resolving Ethical Red Flags

webmaster@ali-aba.org (ALI-ABA) — Sun, 16 May 2010 04:00:00 EST

Lawyers who represent organizations in trouble run into so many ethical issues. If an investigation is needed should in house counsel conduct it? How about regular outside counsel? What if counsel was involved in the underlying matter? What if counsel also represents the organization's officers? Or the officer's think the law firm does? How do you protect the privilege? What if the organization wants to waive the privilege?

Explore the answers to these questions and more! Join an expert panel for this lively, hypothetical-based discussion to examine the lawyer’s role and ethical obligations towards the organizational client when things go awry.

This program will have something for everyone. Issues to be discussed include:

Accidental clients: How to avoid making organizational representatives your clients

Joint representations: How to handle the simultaneous representation of the organization and its employees and officers

Waiver of the privilege and joint representations

Conducting corporate investigations: Who and how

Cooperating with the government and protecting the attorney-client privilege

Protecting the organization client from contact by the other side's lawyer

Pitfalls in limiting the scope of a representation

Tuition includes a set of course materials (downloadable for webcast registrants) and free access to the archived online program later.

Need ethics credit? This program qualifies for 2.0 to 2.4 ethics credit hours, depending on state requirements.

Planning Chairs:

Lawrence J. Fox (Moderator), Drinker Biddle & Reath LLP, Philadelphia, Pennsylvania; Visiting Lecturer on Law, Harvard Law School; I. Grant Irey Adjunct Professor, University of Pennsylvania Law School

Susan R. Martyn, Stoepler Professor of Law and Values, University of Toledo College of Law, Toledo, Ohio

Faculty:

Henry S. Bryans, Aon Risk Services, Inc., Radnor, Pennsylvania

Honorable Elizabeth S. Stong, U.S. Bankruptcy Judge, Eastern District of New York, Brooklyn, New York

[Additional faculty TBA]

Renaissance Mayflower Hotel

Product Distribution and Marketing

webmaster@ali-aba.org (ALI-ABA) — Wed, 02 Jun 2010 04:00:00 EST

This annual advanced course of study, comprising more than 19 hours of instruction, brings together a faculty experienced in the many fields that most directly affect distribution: antitrust; dealer contracts, relations, and termination; business franchise and dealer protection laws; consumer protection laws; advertising and unfair competition; intellectual property; and international trade. Registrants benefit from the perspectives of internationally-based private practitioners, as well as corporate counsel, current and former government enforcement attorneys, and an economics professor.

The course reviews applicable law--both recent developments and U.S. Supreme Court activity, including the implications of the landmark 2007 Leegin case overturning the century-old per se rule against resale price maintenance, as well as the more recent Hydrogen Peroxide, Toys “R” Us, and Babies “R” Us cases. It also considers the effect of the law in the contexts of client counseling, planning and management of distribution relationships, and the acquisition of distribution businesses.

The course also offers practical advice, such as how to:

Achieve business objectives and solve client problems without violating the antitrust laws;

Establish distribution networks without inadvertently becoming a franchisor;

Train sales and marketing departments to avoid unnecessary risks; and

Plan for and avoid supplier-distributor discord.

This is the only course that provides comprehensive coverage of the key issues that counsel involved in product distribution matters are likely to encounter:

Antitrust and Competition

Advertising

E-Commerce and Internet Distribution

Franchising

Unfair Competition

Consumer Protection

Intellectual Property

International Distribution

Drafting Distribution Agreements and Managing Distribution

Dealer Disputes and Termination

Acquisitions

Ethical Issues (one hour)

With the growing importance of e-commerce, consolidations at all levels of distribution chains, and new forms of relationships between suppliers and distributors, the distribution and marketing of products in today's economy raise a host of widely varying legal issues. Evolving legal trends, combined with these changes in marketing approaches and distribution methods, make it essential for both in-house and outside counsel advising distribution clients to remain well versed in both the state of the law and current business approaches in a variety of areas. The breakneck pace of technology prevalent in these fields makes truly staying ahead a challenging proposition for even the most seasoned practitioner. Your clients, nonetheless, will expect you to have the answers.

Planning Chairs:

Andre R. Jaglom, Tannenbaum Helpern Syracuse & Hirschtritt LLP, New York (also on faculty)

Faculty:

Julie Brill, Commissioner, Federal Trade Commission, Washington, D.C.; former Senior Deputy Attorney General and Chief of Consumer Protection and Antitrust, North Carolina Department of Justice (Invited)

Michael F. Brockmeyer, Frommer Lawrence & Haug LLP, Washington, D.C.; former Assistant Attorney General and Chief, Antitrust Division, Maryland Attorney General’s Office; former Chair, National Association of Attorneys General Antitrust Task Force

Terry Calvani, Freshfields Bruckhaus Deringer US LLP, Washington, D.C.; former Commissioner, U.S. Federal Trade Commission

John F. Collins, Dewey & LeBoeuf LLP, New York

Michael J. Dean, Maclay Murray & Spens LLP, Glasgow, Scotland

James A. Donahue, III, Chief Deputy Attorney, Pennsylvania Office of the Attorney General - Antitrust Section, Harrisburg, Pennsylvania; Chair, National Association of Attorneys General Multistate Antitrust Task Force

Kenneth G. Elzinga, Robert C. Taylor Professor of Economics, University of Virginia, Charlottesville

Rick Kurnit, Frankfurt Kurnit Klein & Selz P.C., New York

Kevin J. O’Connor, Godfrey & Kahn, S.C., Madison, Wisconsin; former Assistant Attorney General, Wisconsin Department of Justice; former Chair, National Association of Attorneys General Antitrust Task Force

Hernán Pacheco, Pacheco Coto, San Jose, Costa Rica

Richard J. Wegener, Fredrikson & Byron, P.A., Minneapolis; former Division Counsel, U.S. Foods Group, and Assistant to the General Counsel for Antitrust and Trade Regulation, The Pillsbury Company

ALI-ABA Staff Attorney: Amy S. Weinberg, Assistant Director, Office of Courses of Study

Millennium Knickerbocker

Commercial Real Estate Leases: Selected Issues in Drafting and Negotiating in a Distressed andTroubled Market

webmaster@ali-aba.org (ALI-ABA) — Thu, 03 Jun 2010 04:00:00 EST

In today’s troubled real estate market, you must take the distressed market into account when negotiating commercial real estate leases, assignments, and subleases. And you must know how to deal with a tidal wave of defaults and bankruptcies.

This annual advanced course of study, comprising 13 hours of instruction, provides instruction on the key issues involved in negotiating office leases, retail leases, ground leases, assignments, and subleases in this complicated and problematic market. It also provides guidance on handling defaults, on insurance issues, on green leases, and on use of subordination, non-disturbance, and attornment agreements. In this market, it is essential to be fully versed in the key of issues you will face, and this long-running, highly praised course from ALI-ABA — updated and renewed very year — is more timely than ever.

The course emphasizes drafting and negotiating skills. The viewpoints of the landlord, tenant, and lender are represented during the panel discussions.

Trends and developments analyzed include:
   •  Economic terms
   •  Common area maintenance charges and pass-throughs
   •  Assignment and subletting clauses
   •  Insurance
   •  Office leasing
   •  Retail leasing
   •  Working out "distressed"leases
   •  “Green leases”
   •  Subordination, non-disturbance, and attornment agreements
   •  Work letters and construction
   •  Defaults and bankruptcy and
   •  A full hour of ethics and professional responsibility

Time is reserved throughout the program to address written questions submitted by the registrants.

Planning Chairs:

Richard R. Goldberg, Ballard Spahr LLP, Philadelphia; named Philadelphia's Best Lawyers' 2010 Real Estate Lawyer of the Year

Mark A. Senn, Senn Visciano Kirschenbaum P.C., Denver

Faculty:

Peter Aitelli, Morrison & Foerster LLP, San Francisco

John S. Hollyfield, Fulbright & Jaworski L.L.P., Houston

Theani C. Louskos, Bartko, Zankel, Tarrant & Miller, PLC, San Francisco

Brad A. Molotsky, Executive Vice President and General Counsel, Brandywine Realty Trust, Radnor, Pennsylvania

Kathryn Cochrane Murphy, Krokidas & Bluestein LLP, Boston

David L. Pollack, Ballard Spahr LLP, Philadelphia

Julian P. Rackow, Blank Rome LLP, Philadelphia

Steven A. Teitelbaum, Jones Day, Washington, D.C.

Theodore I. Yi, Quarles & Brady LLP, Chicago

ALI-ABA Staff Attorney: Thomas M. Hennessey, Assistant Director, Office of Courses of Study

ALI-ABA Conference Center

Investment Company Regulation and Compliance

webmaster@ali-aba.org (ALI-ABA) — Thu, 03 Jun 2010 04:00:00 EST

Leading experts from the private bar, the industry, and SEC and FINRA regulators provide practical instruction and advice on all areas of mutual fund law and compliance. The faculty members also discuss the timeless principles underlying the regulations, so that you can spot new issues and solve problems in your business. Such timely and practical topics include the ethical and conflict of interest questions that might confront you as the attorney or Chief Compliance Officer representing both the fund and the adviser.

Beyond the basics, special attention is given to the “hot topics” of the day that are affecting this industry in an unprecedented manner, including derivatives and other complex securities, electronic communications and social media, emerging trends in SEC enforcement actions and private litigation, and the focus on compliance and risk management. Time is reserved in every session to address your questions.

The faculty is composed of experts who counsel investment companies, their advisers, independent directors, and broker-dealers on a wide range of complex regulatory and compliance issues. Many of the faculty also have significant SEC experience, serve as adjunct law school professors, and regularly contribute to leading publications in the securities field.

Originally designed by regulators for their staff and presented by ALI-ABA since 1975, this annual course of study, comprising 13 full hours of instruction, provides the most comprehensive training and “refresher” available in mutual fund law and compliance. All of the core principles of the Investment Company Act of 1940 (“1940 Act”) and how the Act affects the operations of the fund and its service providers today (including advisers, distributors, transfer agents, and administrators) are explained in depth by leading faculty experts.

Planning Chairs:

Thomas S. Harman, Morgan, Lewis & Bockius LLP, Washington, D.C.

Karen L. Skidmore, Senior Associate General Counsel, Franklin Templeton Investments, San Mateo, California

Faculty:

Robert G. Bagnall, Wilmer Cutler Pickering Hale and Dorr LLP, Washington, D.C. (former Senior Special Counsel, Office of Chief Counsel, SEC Division of Investment Management)

Christian R. Bartholomew, Morgan, Lewis & Bockius LLP, Washington, D.C. (former Senior Trial Counsel, SEC Southeast Regional Office)

Marguerite C. Bateman, Sutherland Asbill & Brennan LLP, Washington, D.C.

Amy R. Doberman, General Counsel, ProFund Advisors LLC, Bethesda, Maryland (former Assistant Chief Counsel, SEC Division of Investment Management)

Andrew J. Donohue, Director, Division of Investment Management, U.S. Securities and Exchange Commission, Washington, D.C.

Lawrence A. Friend, Industry Consulant, Potomac, Maryland (former Chief Accountant, SEC Division of Investment Management) (invited)

Alison M. Fuller, Stradley Ronon Stevens & Young, LLP, Washington, D.C. (former Assistant Chief Counsel, SEC Division of Investment Management)

Alexander C. Gavis, Vice President and Associate General Counsel, Fidelity Investments, Boston

Robert B. Kaplan, Co-Chief, Asset Management, Division of Enforcement, U.S. Securities and Exchange Commission, Washington, D.C.

Barbara Brooke Manning, General Counsel and Chief Compliance Officer, ClearBridge Advisors, New York (former Assistant Regional Administrator, SEC New York Regional Office)

W. John McGuire, Morgan, Lewis & Bockius LLP, Washington, D.C. (former Staff Attorney, Office of Chief Counsel, SEC Division of Investment Management)

Barry D. Miller, Associate Director, Division of Investment Management, U.S. Securities and Exchange Commission, Washington, D.C.

Philip H. Newman, Goodwin Procter LLP, Boston

Elizabeth G. Osterman, Associate Director, Exemptive Applications and Special Projects, Division of Investment Management, U.S. Securities and Exchange Commission, Washington, D.C.

Joseph P. Savage, Vice President and Counsel, Investment Companies Regulation, Financial Industry Regulatory Authority (FINRA), Rockville, Maryland

Douglas J. Scheidt, Associate Director and Chief Counsel, Division of Investment Management, U.S. Securities and Exchange Commission, Washington, D.C.

Stephen J. Shenkenberg, Managing Director, General Counsel, and Chief Compliance Officer, Munder Capital Management, Birmingham, Michigan

Lawrence P. Stadulis, Stradley Ronon Stevens & Young, LLP, Washington, D.C. (former Special Counsel, SEC Division of Investment Management)

Wylie Tollette, Senior Vice President, Risk Management and Performance, Franklin Templeton Investments, Sacramento, California

John H. Walsh, Chief Counsel and Associate Director, Office of Compliance Inspections and Examinations, U.S. Securities and Exchange Commission, Washington, D.C.

ALI-ABA Staff Attorney: Thomas M. Hennessey, Assistant Director, Office of Courses of Study

Hilton Washington Embassy Row

Partnerships, LLCs, and LLPs:
Uniform Acts, Taxation, Drafting, Securities, and Bankruptcy

webmaster@ali-aba.org (ALI-ABA) — Thu, 10 Jun 2010 04:00:00 EST

The program includes an analysis of substantive partnership law under the uniform acts and the common law, an examination of LLCs and LLPs, as well as the drafting of partnership and LLC agreements. Substantial time is devoted to taxation of partnerships and dealing with financially distressed partnerships. Other topics examined include:

Forming the partnership: Tax planning and problems

Allocations of partnership income, gains, losses, and liabilities

The purchase, sale, exchange, and retirement of partnership interests and termination of partnerships

Dispute resolution in the context of partnerships and LLCs: litigation, arbitration, and mediation

Securities law considerations

Ethical dilemmas in tax practice and conflicts of interest

This annual advanced course of study, designed for general practitioners and real estate, business, and corporate attorneys, is a totally integrated program on partnership and limited liability company law, including both general business structuring and tax planning topics. It provides in-depth expertise, quality analysis and presentations, and plenty of sample agreements and forms that registrants can immediately start using in their practice.

Planning Chairs:

H. Edward Hales, Jr., Sutherland Asbill & Brennan LLP, Atlanta, Georgia

Stuart Levine, Baltimore, Maryland

Thomas E. Rutledge, Stoll Keenon Ogden PLLC, Louisville, Kentucky

ALI-ABA Staff Attorney: Thomas M. Hennessey, Assistant Director, Office of Courses of Study

Faculty:

To be announced; please check back later for a complete listing

Langham Boston Hotel

Charitable Giving Techniques

webmaster@ali-aba.org (ALI-ABA) — Thu, 10 Jun 2010 04:00:00 EST

Taught by a distinguished national faculty of experts in the field, this annual course, comprising 13 full hours of instruction, offers a comprehensive review of lifetime and testamentary charitable giving techniques, including a full discussion of recent statutory provisions. It addresses the technical, mechanical, and legal sides of the issues, while also providing you with practical applications, pointing out common pitfalls, and offering “tips from the trenches.”

Topics include:

Charitable remainder trusts, charitable lead trusts, and pooled income trusts

Property contributions and non-trust giving techniques

Gift annuities

Use of private foundations, donor-advised funds, and supporting organizations

Post-mortem charitable planning

Charitable giving tax pitfalls

Faculty spend a full hour is discussing ethics problems that routinely challenge charitable giving practitioners. Have questions? Time is reserved throughout the program to address registrants’ questions.

How should you advise organizations and life-income recipients of charitable remainder trusts seeking to terminate trusts early in order to get immediate access to the funds due to the current recession?

Are you familiar with the proposed regulations on supporting organizations and donor advised funds? What new legislation and other changes are on the horizon from Congress and the Obama administration?

Do you know what special opportunities are available for lead trusts as a result of diminished values and low interest rates?

What do the Petter and Estate of Christiansen cases tell us about using charitable formula clauses in estates?

If you advise donors, charities, or organizations with planned giving programs and are unsure of the answers to these critical questions, you must attend this course which provides valuable guidance not only on how to advise your clients on compliance with past and proposed new regulations, but also on how they can incorporate a range of incentives into their ongoing financial planning. In addition, you’ll have the unique opportunity to network and discuss issues with faculty and participants from across the United States.

Planning Chairs:

(also on faculty)

Lawrence P. Katzenstein, Thompson Coburn LLP, St. Louis

Jerry J. McCoy, Law Office of Jerry J. McCoy, Washington, D.C.

Faculty:

(Additional faculty to be confirmed)

Edward J. Beckwith, Baker & Hostetler LLP, Washington, D.C.

Victoria B. Bjorklund, Simpson Thacher & Bartlett LLP, New York

Lawrence Brody, Bryan Cave LLP, St. Louis

Martin Hall, Ropes & Gray LLP, Boston

Christopher R. Hoyt, Professor of Law, University of Missouri-Kansas City School of Law, Kansas City

Conrad Teitell, Cummings & Lockwood LLC, Stamford, Connecticut

ALI-ABA Staff Attorney: Amy S. Weinberg, Assistant Director, Office of Courses of Study

Levin Institute

Estate Planning in Depth

webmaster@ali-aba.org (ALI-ABA) — Sun, 13 Jun 2010 04:00:00 EST

Presented at an advanced level and comprising more than 36 hours of instruction, this annual course of study considers significant aspects of estate planning. This year’s areas of concentration include:

Estate Planning While Congress Makes Up Its Mind about the Estate Tax Repeal (tentative; subject to legislative developments)

Transferring Wealth during Life without Paying Gift Tax

Charitable Split-Interest Transfers: In-Depth Planning

Motivating Business Owners To Plan for Succession

Planning for Non-Traditional Couples

Planning for Retirement Benefits

Planning with Life Insurance

International Estate Planning

Sales to Grantor Trusts

Fiduciary Principles of Trust Investments

Drafting and Administering Discretionary Trusts

Strategies for Paying Estate and Gift Taxes

Drafting Tax Apportionment Clauses

Premarital Agreements

Asset Protection Planning

Special Needs Trusts

Ethics Issues for Estate Planners (two hours)

Maximizing the Benefits of the Gift Tax Annual Exclusion

Generation-Skipping Transfer Tax Issues

21st Century Estate Planning

Time is reserved throughout the program to address registrants’ questions.

Intensive, interactive classroom experience complemented by opportunities to learn informally after hours from faculty and fellow registrants at the reception, the picnic supper, evenings at the Student Union, and more!

Comprehensive study materials—typically 1,500 pages or more – are among ALI-ABA’s best!

Relaxed campus environment helps make learning fun, plus an affordable housing and meal package keeps costs low.

Half-day Sunday primer brings less experienced practitioners up to speed.

Lawyers from across the country share ideas with one another over the course of six days.

Program includes a panel on the estate tax repeal.

Networking is another important reason to attend this and every other ALI-ABA course of study. The registrants for last year’s presentation of this course came from 32 states!

Planning Chairs:

M. Read Moore, McDermott Will & Emery LLP, Chicago

Nancy G. Henderson, Henderson, Caverly, Pum & Charney LLP, Rancho Santa Fe, California

Faculty:

Stuart C. Bear, Chestnut Cambronne P.A., Minneapolis

Lawrence Brody, Bryan Cave LLP, St. Louis

Stephanie B. Casteel, Abrams, Davis, Wallace, Mason & Long LLC, Atlanta

Christopher P. Cline, Wealth Management Director, Wells Fargo Bank, N.A., Portland, Oregon

Wendy S. Goffe, Graham & Dunn, PC, Seattle

Lawrence P. Katzenstein, Thompson Coburn LLP, St. Louis

Tye J. Klooster, Katten Muchin Rosenman LLP, Chicago

Julie K. Kwon, Philanthropic Advisor, Stanford University, Stanford, California

Eric A. Manterfield, Krieg DeVault LLP, Noblesville, Indiana

Jeffrey N. Pennell, Richard N. Clark Professor of Law, Emory University School of Law, Atlanta

Mark S. Poker, Michael, Best & Friedrich, LLP, Waukesha, Wisconsin

Philip J. Sullivan, Henderson, Caverly, Pum & Charney LLP, Rancho Santa Fe, California

Frederick J. Tansill, Frederick J. Tansill & Associates, Mc Lean, Virginia

Steven E. Trytten, Anglin, Flewelling, Rasmussen, Campbell & Trytten LLP, Pasadena, California

ALI-ABA Staff Attorney: Alexander Hart, Director Emeritus, Office of Courses of Study

University of Wisconsin Law School

Environmental Litigation

webmaster@ali-aba.org (ALI-ABA) — Wed, 16 Jun 2010 04:00:00 EST

Planning Chairs:

Faculty:

University of Colorado School of Law

Executive Compensation: Strategy, Design, and Implementation

webmaster@ali-aba.org (ALI-ABA) — Thu, 17 Jun 2010 04:00:00 EST

A diverse panel of key government (Treasury and IRS), business, and technical experts lead the discussions, examining various aspects of compensation issues from the legal, tax, accounting, and business perspectives and how they evolve over time to meet changing business needs. The faculty also considers the most recent legislative initiatives on executive compensation, the magnifying glass Wall Street businesses have found themselves under, and what the future holds.

Topics include:

Overviews of U.S. and international practices and trends

An economist’s perspective on the drivers of CEO pay

Paths to fixing §409A problems

IRS audit initiatives and paths to preserving the attorney client and work product privilege

The evolving role of the compensation committee and what it means for its advisers

Contrasting approaches to key compensation arrangements

Executive compensation merger and acquisition issues

Fallout from the 2010 proxy season

Late-breaking developments and new cases

Ethical issues also are addressed throughout the program. Time is reserved each day to address registrants’ questions.

Learn how executive compensation policies and practices have been affected by a new economic environment, new disclosure rules, and other regulatory developments!

Executive pay and pay practices continue to be in the eye of the storm, especially in the financial services sector where new practices are permeating into the larger economy. New regulatory initiatives, evolving “best practices,” expanding “say on pay,” and a more vocal populist sentiment are affecting how compensation committees are approaching organizational pay practices. Adding to the complexity, Section 409A issues still abound, hindering in some cases implementation of desirable pay policies.

This annual advanced course of study, comprising more than 13 hours of instruction, deals with key issues of executive and director compensation, including an update of the rules that govern the principal areas and an examination of what’s new under those rules, resulting in new planning opportunities. With so many changes arising out of a new Congress and administration, benefits practitioners and specialists need to get up to date now more than ever!

Planning Chairs:

Max J. Schwartz, Sullivan & Cromwell LLP, New York (also on faculty)

Scott P. Spector, Fenwick & West LLP, Mountain View, California (also on faculty)

Faculty:

Pamela Baker, Sonnenschein Nath & Rosenthal LLP, Chicago

Anita F. Bartels, Senior Program Analyst for Employment Tax, Small Business/Self-Employed Division, Internal Revenue Service, Washington, D.C.

Mark A. Borges, Principal, Compensia, Inc., Corte Madera, California

Bindu M. Culas, Linklaters LLP, New York

Amy L. Goodman, Gibson, Dunn & Crutcher LLP, Washington, D.C.

Maria Guadalupe, Associate Professor of Economics and Finance, Graduate School of Business, Columbia University, New York

Steven E. Hall, Managing Director, Steven Hall & Partners, LLC, New York

Sharon J. Hendricks, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, Redwood City, California

Daniel L. Hogans, Morgan, Lewis & Bockius LLP, Washington, D.C.

J. Mark Iwry, Senior Advisor to the Secretary, Deputy Assistant Secretary for Retirement and Health Policy, U.S. Department of the Treasury, Washington, D.C.

Patrick McGurn, Special Counsel, RiskMetrics Group, Rockville, Maryland

Jean M. McLoughlin, Davis Polk & Wardwell, New York

David M.J. Rein, Sullivan & Cromwell LLP, New York

Martha N. Steinman, Dewey & LeBoeuf LLP, New York

Roger Stern, Wilson Sonsini Goodrich & Rosati PC, Palo Alto, California

A. Richard Susko, Cleary Gottlieb Steen & Hamilton LLP, New York

Stephen B. Tackney, Office of the Chief Counsel, Internal Revenue Service, Washington, D.C.

John L. Utz, Utz Miller & Eickman, LLC, Overland Park, Kansas

Diana L. Wollman, Sullivan & Cromwell LLP, New York

Joseph M. Yaffe, Skadden, Arps, Slate, Meagher & Flom LLP, Palo Alto, California

ALI-ABA Staff Attorney: Amy S. Weinberg, Assistant Director, Office of Courses of Study

Waldorf-Astoria

How To Handle a Tax Controversy at the IRS and in Court: From Administrative Audit Through Litigation

webmaster@ali-aba.org (ALI-ABA) — Thu, 24 Jun 2010 04:00:00 EST

This annual course focuses on the latest procedures and strategies for handling civil tax controversies before the IRS during an examination and an administrative appeal. It covers all aspects of preparing, avoiding, and, if necessary, litigating contested tax disputes, as well as alternatives for handling the collection of a tax liability after assessment.

The initial focus is on administrative issues, including the latest audit techniques, IRS initiatives, dispute resolution procedures, general defense strategies, and defense strategies in special situations such as spousal relief applications, collection due process hearings, administrative summonses, and qualified offers. The focus then shifts to the strategies and latest procedures in tax collection practice, including current guidelines for offers in compromise and installment agreements and the increase in use of administrative summonses during collection action. On the second day, the course addresses practice and procedure before the three judicial fora for federal tax disputes, with primary emphasis on Tax Court practice. The course emphasizes the practical aspects of resolving a tax controversy, including settlement options at the various procedural stages. One session is devoted to forum selection considerations and serves as a review of key procedural and strategic issues in litigating a tax controversy.

Ethical issues affecting practitioners are discussed as they arise throughout the program, and one hour is devoted to the Office of Professional Responsibility, where the Director reviews her first year’s efforts and accomplishments and plans for the coming year, including return preparer regulation, scheduled to begin in 2011.

This two-day course, offering more than 13 hours of instruction, is presented through a series of panel discussions designed to allow sufficient time to address registrants’ questions.

The IRS continues to streamline its procedures for early identification and confrontation of corporate and individual taxpayer noncompliance. And at the same time that Congress has given taxpayers enhanced procedural protections, it has enlarged the consequences of losing a tax dispute.

An expert faculty of experienced private practitioners and government and judicial officials will cover the latest developments:

New Tax Court discovery rules

Increased and focused IRS enforcement activity on international tax issues

Significant new staffing increases in IRS examination and Appeals functions, and how that affects tax controversy cases

IRS’s movement toward more transparency of taxpayer reporting

This course is your “one-stop shop” where you can discuss these latest developments and get full exposure to every area of administrative and judicial practice relating to tax controversies!

Planning Chairs:

Karen L. Hawkins, Washington, DC

Gerald A. Kafka, Latham & Watkins LLP, Washington, D.C.

Faculty:

Francis M. Allegra, Judge, U.S. Court of Federal Claims, Washington, D.C.

J. Bradford Anwyll, PricewaterhouseCoopers LLP, Washington, D.C.

Deborah A. Butler, Associate Chief Counsel (Procedure and Administration), Internal Revenue Service, Washington, D.C.

John O. Colvin, Chief Judge, U.S. Tax Court, Washington, D.C.

John A. DiCicco, Acting Assistant Attorney General, Tax Division, U.S. Department of Justice, Washington, D.C.

Karen L. Hawkins, Director, Office of Professional Responsibility, Internal Revenue Service, Washington, D.C.

Reid M. Huey, Associate Area Counsel, Large and Mid-Size Business Division, Internal Revenue Service, St . Paul, Minnesota

Gerald A. Kafka, Latham & Watkins LLP, Washington, D.C.

Mary A. McNulty, Thompson & Knight LLP, Dallas, Texas

Diane S. Ryan, Chief of Appeals, Internal Revenue Service, Washington, D.C.

William E. Taggart, Jr., Taggart & Hawkins, PC, Oakland, California

Christopher Wagner, Commissioner, Small Business and Self Employed Division, Internal Revenue Service, Washington, D.C.

Renaissance Stanford Court

Conference on Insurance Industry and Financial Services Litigation

webmaster@ali-aba.org (ALI-ABA) — Thu, 15 Jul 2010 04:00:00 EST

Planning Chairs:

Faculty:

Millennium Knickbocker

Modern Real Estate Transactions:

Practical Strategies for Real Estate Acquisition, Disposition, and Ownership

webmaster@ali-aba.org (ALI-ABA) — Thu, 29 Jul 2010 04:00:00 EST

This annual advanced course of study, comprising more than 15 hours of instruction (including one hour of ethics and professionalism), has been carefully tailored to meet the needs of real estate practitioners in these troubled times. The course maintains its traditional scope of modern commercial real estate practice — acquisition, due diligence, construction, financing, joint ventures, leases, title insurance, management, and disposition — but examines defaults and remedies at every turn. Special attention is given to bankruptcy and insolvency issues. The tax planning and consequences of these transactions are explored in depth. The ethical considerations--and dilemmas--arising in real estate practice are explored with reference to the most current Rules of Professional Conduct.

All registrants receive ALI-ABA's Course of Study Materials: Modern Real Estate Transactions. These substantial course materials are published specifically for this course and include analyses, checklists, and forms that serve as the basis for comments made by the faculty. The forms published in the course materials are the products of actual real estate transactions drawn from the faculty's practice. The speakers analyze the concepts underlying the forms and discuss alternative provisions in a panel discussion format.

Now, more than ever, you need solid, practical advice from the experts to steer your clients through this challenging real estate market. Modern Real Estate Transactions, ALI-ABA’s premier commercial real estate course, offers you the unique opportunity to immerse yourself with national experts in an in-depth pragmatic study of commercial real estate transactions. The course will:

Update you on current law and offer practical tips for a down market to apply to your practice immediately

Examine today’s topsy-turvy world of financing and provide new strategies to structure the best deal for your client

Teach you the risks of being a “bottom feeder”

Cover tax planning issues in commercial transactions so that you can avoid unnecessary tax consequences

Reconsider the real world value of traditional default remedies

Provide detailed study material, including many forms for use in your daily practice

Provide a chance to network with top faculty and practitioners from across the country

Time is reserved throughout the program to respond to registrants’ written questions. A reception for faculty and registrants at the conclusion of the Thursday program provides additional networking opportunities.

Planning Chairs:

Philip D. Weller, DLA Piper US LLP, Dallas

Mark A. Senn, Senn Visciano Kirschenbaum P.C., Denver

Faculty:

Peter Aitelli, Morrison & Foerster LLP, San Francisco

John G. Cameron, Jr., Dickinson Wright PLLC, Grand Rapids, Michigan

Richard R. Goldberg, Ballard Spahr LLP, Philadelphia

Michael D. Hamilton, DLA Piper US, LLP, Los Angeles

Thomas F. Kaufman, Hunton & Williams LLP, Washington, D.C.

Margaret A. Mahoney, Chief Judge, U.S. Bankruptcy Court, Southern District of Alabama, Mobile, Alabama

Stefan F. Tucker, Venable LLP, Washington, D.C.

ALI-ABA Staff Attorney: Thomas M. Hennessey, Assistant Director, Office of Courses of Study

Millennium Knickerbocker

ALI-ABA.org: Upcoming Courses

Estate Tax Repeal: In-Depth Analysis of Impact on Estate & Small Business Planning

Planner, Speaker & Moderator

Pension, Profit-Sharing, Welfare, and Other Compensation Plans

Effective and Ethical Representation Agreements: The Ten Commandments and Beyond

Limited Liability Entities: 2010 Update

ILSA: The Sword and Shield of Residential Real Estate Contracts

Regulation D Offerings and Private Placements 28th Annual Advanced Course of Study

Employee Benefits Issues Affecting Same-Sex Spouses and Domestic Partners

Wind Farm Construction

Co-Existence and License Agreements In Resolution of Trademark Disputes

Legal Issues in Museum Administration

The Impact of Estate Tax Repeal - Going Blindly Where No One Else Has Gone Before

Deposition Skills: Reverse Engineering Deposition Preparation

Top 10 Employment Law Trends for 2010 (Audio encore with Live Q&A)

Asset Protection for the Middle Class: Using Income-Only Trusts for True Asset Protection

IP Licensing: How to Avoid the Ten Most Frequently Litigated Provisions

Litigation Issues Arising From Merger and Acquisition Agreements: Will A Court See It The Way "Deal Lawyers" Do? Part II

The Impact of Estate Tax Repeal - Going Blindly Where No One Else Has Gone Before

401k Hot Topics for Practitioners and Litigators, 2010 Update

Planning, Drafting, and Estate Administration in 2010 and Beyond

Representing Troubled Banks in 2010: Failures, Acquisitions, and Resolutions

Look Before You Leap: DPAs, NPAs, and the Environmental Criminal Case

Airline and Railroad Labor and Employment Law: A Comprehensive Analysis

Commercial Real Estate FinancingStrategies for Changing Markets and Uncertain Times

Fundamentals of Bankruptcy Law

Negotiating in a Tough Economy

Hazardous Wastes and Site Remediation: Legal and Policy Developments

Chemical Control Law and Policy

Employment Law Update: Spring 2010

Networking Professionally and Ethically

The Impact of Estate Tax Repeal - Going Blindly Where No One Else Has Gone Before

Real World Document Drafting: Form, Style, and Substance

Planning Techniques for Large Estates

The Impact of Estate Tax Repeal - Going Blindly Where No One Else Has Gone Before

Today's Issues for LLCs in Business Bankruptcy

Commercial Real Estate Defaults, Workouts, and Reorganizations

Fundamentals of Securities Law

Multiple Clients, Multiple Headaches: Identifying and Resolving Ethical Red Flags

Product Distribution and Marketing

Commercial Real Estate Leases: Selected Issues in Drafting and Negotiating in a Distressed andTroubled Market

Investment Company Regulation and Compliance

Partnerships, LLCs, and LLPs:Uniform Acts, Taxation, Drafting, Securities, and Bankruptcy

Charitable Giving Techniques

Estate Planning in Depth

Environmental Litigation

Executive Compensation: Strategy, Design, and Implementation

How To Handle a Tax Controversy at the IRS and in Court: From Administrative Audit Through Litigation

Conference on Insurance Industry and Financial Services Litigation

Modern Real Estate Transactions:

Practical Strategies for Real Estate Acquisition, Disposition, and Ownership

Regulation D Offerings and Private Placements
28th Annual Advanced Course of Study

Commercial Real Estate Financing
Strategies for Changing Markets and Uncertain Times

Partnerships, LLCs, and LLPs:
Uniform Acts, Taxation, Drafting, Securities, and Bankruptcy