ALI-ABA.org: Upcoming Courses

Managing the Legal Writing of Others

webmaster@ali-aba.org (ALI-ABA) — Mon, 06 Feb 2012 04:00:00 EST

Topics include:

Understanding the feedback process: the editor's goals and the editee's attitude

Recognizing the criteria of "excellence" in modern legal writing

Developing an editor's diagnostic acuity and curative insight

Developing a "common writing vocabulary" throughout the office

Learning to edit with discipline from macro to micro, and through writing "principles" rather than "rules"

Responding to the editee's defense mechanisms: "It's just style" and the like

Originally offered on October 5, 2010

This interactive seminar gives you the opportunity to submit questions in advance and/or during the program . Questions will be answered via email within 48 hours of the program. Email advance questions to vquestions@ali-aba.org

"I'm not a very good writer but I'm an excellent rewriter." -- James Michener

Taught by a lawyer and legal writing instructor who has trained thousands of lawyers and judges across the country (and indeed around the world), this program is quite unusual: It is not your traditional legal writing program. It does not contend that experienced writers in a successful law firm or legal department - partners, senior attorneys, supervisors - produce defective or inadequate documents. Instead the webcast's theme is that even the best law offices suffer from a particular inefficiency: While good firms always contain many good writers, virtually none of these persons know why they are good writers. Partners and supervisors, as a consequence, are regularly unable to communicate effectively their legal writing skills to those they supervise. In turn, and too frequently, they respond to drafts not by requesting another effort by the author, but by rewriting the document themselves. To make matters worse, whatever feedback a partner or supervisor does deliver is usually unintelligible to the author (or the author refuses to listen), and thus the same mistakes regularly reappear.

The purpose of this one-of-a-kind program is to have partners and senior attorneys reconsider the internal feedback process fundamentally. Those who deliver feedback need to understand the psychological dynamic that often interferes with communicating an edit. To "manage" the writing of others - to deliver comments effectively and efficiently in a context in which everyone is under considerable pressure to be productive - feedback must be quick, insightful, and instructive. These qualities require a vocabulary and an approach to editing that few possess, but that any experienced writer can surely learn. Attend this one-of-a-kind program and gain the skills needed to improve the efficiency of the legal writing feedback process within your law office!

Planning Chairs:

Faculty:

Timothy P. Terrell is a Professor of Law at Emory University School of Law in Atlanta, Georgia. For more than a decade, Professor Terrell and his company, LAWriters LLC, have conducted an array of effective writing programs for law firms, courts, bar associations, and government agencies across the country and abroad. He also has served as Director of Professional Development at King & Spalding in Atlanta. He is the co-author of Thinking Like a Writer: A Lawyer’s Guide to Effective Writing and Editing (PLI, Third Edition). In addition to Thinking Like a Writer, Professor Terrell has published books and articles principally in the areas of constitutional theory, jurisprudence, and legal ethics.

Best Practices for Employers Dealing with their Form 5500 Independent Auditor

webmaster@ali-aba.org (ALI-ABA) — Tue, 07 Feb 2012 04:00:00 EST

How to select the right auditor - fiduciary duties, determining independence of the auditor, status of guidance

The various types of communications to and from independent auditor and client or attorney and what is and is not negotiable

Special Considerations when the attorney is asked to respond to the auditor, including limitations as to what the attorney should answer

What to do about negative findings by the auditor

And More!

Many employers with ERISA plans have no choice: they need to select an independent auditor for the plan when filing Form 5500. But finding the right auditor can often be confusing for employers and the attorneys who assist them. The process is driven by the auditing firm which controls the agreements and most of the communications. An employer may receive a seemingly bland form engagement letter or audit report with plenty of technical jargon. Should the employer sign without attorney input? What provisions are negotiable and how can attorneys help their clients deal with potentially damaging reports from the auditor? What place does confidentiality have in the audit? Employers may ask attorneys to respond to auditor requests for information. What should be disclosed by the attorney? This seminar will focus on what employer plan sponsors need to know when reviewing independent auditor engagement letters and other communications to and from the auditor.

Our panel of experts will provide you with practical tips that can help employer plan sponsors through the independent auditor experience from selection through reporting.

Planning Chairs:

Cynthia A. Van Bogaert , Partner, Boardman & Clark LLP, Madison, Wisconsin

Ms. Van Bogaert has assisted clients in all aspects of plans, including plan and forms drafting, compliance, ERISA and fiduciary issues, plan investment issues, default investments, automatic enrollment, nondiscrimination testing and safe harbors, Form 5500, determination letter filings, Health Care Reform, QDROs, HIPAA privacy, COBRA, mergers, acquisitions, financings, terminations, litigation, and a wide range of IRS and DOL filings, audits, voluntary compliance programs and other actions.

Faculty:

Angela M. Bohmann, Shareholder, Leonard Street and Deinard, Minneapolis, Minnesota

Ms. Bohmann is the chair of Leonard, Street and Deinard’s Employee Benefits and Compensation practice group. In her 30 years of experience, she has worked on qualified pension plans, nonqualified deferred compensation plans, welfare benefit plans, fringe benefit plans and executive compensation. Ms. Bohmann is a frequent writer and lecturer on employee benefits topics.

SEC Registration of Investment Advisers:
New No-Action Letter Permitting Related Advisers to File Single Form ADV

webmaster@ali-aba.org (ALI-ABA) — Tue, 07 Feb 2012 04:00:00 EST

Conditions permitting the filing of a single Form ADV

Impact on general partners, managing members and other SPVs

Impact on related investment advisers

Impact on new registrants

Impact on existing registrants

Practical considerations of filing a single Form ADV

On January 18, 2012, the staff of the SEC's Office of Investment Adviser Regulation, Division of Investment Management, issued an important no-action letter in response to a request from the American Bar Association's Subcommittee on Hedge Funds. The No-Action Letter addresses situations where there are multiple related entities, some or all of which are required to register with the SEC. In certain circumstances, related entities may file a single form ADV. In light of the impending effective date of the changes to the investment adviser registration rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act, this panel of SEC staff and practitioners will explore the interpretive issues raised by the letter and the practical considerations of filing a single Form ADV.

Planning Chairs:

Marc E. Elovitz, Schulte Roth & Zabel LLP, New York, New York

Faculty:

Tram N. Nguyen, U. S. Securities and Exchange Commission, Division of Investment Management, Washington, D.C.

Neil J. Koren, Shartsis Friese LLP, San Francisco, California

Practical Law Office Management: How Small Law Firms Can Avoid Employee Problems

webmaster@ali-aba.org (ALI-ABA) — Wed, 08 Feb 2012 04:00:00 EST

Whether or not you are an experienced law firm manager, knowing about practical law firm management is relevant to your small firm. This video seminar, chaired by Clifford A. Rieders, Esquire, Rieders, Travis, Humphrey, Harris, Waters & Waffenschmidt (Williamsport, PA), will cover:

How to hire and fire.

The basics you should know about running an efficient law office.

Technology, computers and programs to keep you practicing law.

Basic management skills in these modern times.

Joining Mr. Rieders will be Kimberly Ann Paulhamus, Firm Manager at Rieders, Travis, Humphrey, Harris, Waters & Waffenschmidt (Williamsport, PA).

This video webcast comes to you live on Wednesday, February 8, 2012, 1:00 to 3:00 pm ET, via your computer. Registrants will be able to email questions to the faculty during the program (email questions to vquestions@ali-aba.org). Corresponding course material may be downloaded or viewed online, but might not be followed precisely by the speakers during the presentation.

No Ohio CLE credit is available for this program. Furthermore, the following states do not approve Law Practice Management or Law Office Management topics for CLE credit: Alabama; Delaware; Indiana; Louisiana; Nebraska; New Hampshire; North Carolina; Texas; Virginia.

Law firm management is a touchy topic, especially if you're in a management position in a small firm. For example, how exactly do you hire and fire in these times?

This program will provide certain guidelines that senior management needs to know to run an efficient law office so as to minimize HR trouble.

Consisting of a duo of law firm management experts, this 2-hour video webcast will explore practical management skills needed in today's economy, as well as the basic technology needed to keep your firm in business.

Planning Chairs:

Clifford A. Rieders, Esquire, Rieders, Travis, Humphrey, Harris, Waters & Waffenschmidt, Williamsport, PA

Faculty:

Kimberly Ann Paulhamus, Firm Manager, Rieders, Travis, Humphrey, Harris, Waters & Waffenschmidt

ALI-ABA Staff Attorney: Harry Kyriakodis

Advanced Estate Planning Practice Update: Winter 2012

webmaster@ali-aba.org (ALI-ABA) — Thu, 09 Feb 2012 04:00:00 EST

Participate in this live video webcast to stay current on developments and trends affected by important recent legislation, regulations, rulings, and cases.

  • Rev. Rul. 2011-28 — power of substitution will not cause §2042 inclusion
  • Drafting IDGTs — discussion on defective grantor trust defects of choice
  • §2032 re-proposed regulations on alternate valuation
  • §67(e) re-proposed regulations on loss of income tax deductions
  • Rev. Proc. 2011-48, and Davis, on §2035 protective claims for refund
  • McLean — the latest on trust protectors
  • Estate of Duncan — §2053 interest deduction on Graegin loan
  • Estate of Liljestrand — FLP discounts denied
  • Estate of Gunther and Estate of Giraldin — no fiduciary duty to anyone other than settlor during settlor's life
  • Tannen v. Tannen — consideration of discretionary support trust in divorce action
  • In re McFadden — prudent investment found notwithstanding 2008 economic melt down
  • Beeler, Capato, Schafer — involving posthumous conception
  • Notice 2011-82 on portability

You'll learn about the most important changes in estate planning practice from a nationally renowned faculty, led by Professor Jeffrey N. Pennell.

Advance submission of questions for faculty is encouraged; send advance questions to nmulloy-bonn@ali-aba.org so that these may be integrated into the discussion.

Questions also may be submitted during the live webcast for response as time permits. Send questions during program to vquestions@ali-aba.org.

Bonus: Free on-line access to the archived program.

Planning Chairs:

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

Faculty:

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

Kathleen R. Sherby, Bryan Cave LLP, Saint Louis

Mortgage Notes: Explaining the New Report of the UCC Permanent Editorial Board

webmaster@ali-aba.org (ALI-ABA) — Thu, 09 Feb 2012 04:00:00 EST

Chaired by Steven Weise, Partner at Proskauer Rose LLP (Los Angeles, CA), this 90 minute audio-only program will examine:

Does possession of the note matter and what does "possession" mean?

Does there have to be an assignment in the real estate records of the mortgage when the note is sold?

What can be done if an assignment of the mortgage has not previously been recorded?

What happens if the note is lost?

Joining Mr. Weise will be Professor Linda Rusch at Gonzaga University School of Law (Spokane, WA) and Professor Neil Cohen at Brooklyn Law School (Brooklyn, NY).

This teleseminar comes to you live on Thursday, February 09, 2012, 1:00 to 2:30 pm ET, via your phone or your computer. Corresponding course material may be downloaded or viewed online, but might not be followed precisely during the presentation. You will be able to submit questions to the faculty via email throughout the program.

The Permanent Editorial Board of the Uniform Commercial Code recently issued a report on selected UCC issues in connection with notes secured by mortgages. These issues include: who is the holder of the note, who is the person entitled to enforce the note, and does the mortgage follow the note.

Learn how UCC Articles 3 and 9 address these issues and how they relate to other law, such real estate and agency law, through a panel consisting of UCC experts. This program will be helpful to real estate lawyers and commercial litigators, as well as business and UCC lawyers.

Planning Chairs:

Steven O. Weise, Esquire, Partner, Proskauer Rose LLP, Los Angeles, CA

Faculty:

Professor Linda J. Rusch, Gonzaga University School of Law, Spokane, WA

Professor Neil B. Cohen, Jeffrey D. Forchelli Professor of Law, Brooklyn Law School, Brooklyn, NY

ALI-ABA Staff Attorney: Harry Kyriakodis

Creating a Game Plan for Business Development

webmaster@ali-aba.org (ALI-ABA) — Thu, 09 Feb 2012 04:00:00 EST

Every lawyer needs a smart strategy for business development. Creating a Game Plan for Business Development gives you the tools you need to define your strategy and to build the right relationships that can deliver bottom-line results.

This highly-rated video webcast will help you to identify the right contacts for business development and to create a personal plan for managing your networking and business development activity – socializing, article writing, speaking opportunities, and professional association events – that will maximize your inverstment of time and energy. You will come away with a specific plan, customized to your needs, for applying relationship-generating techniques with measurable results.

Featuring lawyer professional and business development expert Tracy LaLonde, this video webcast replay will show you how to:

Identify specific types of relationships that could generate business results

Understand the problems you solve for clients and how to articulate your legal skills and expertise

Mine new business opportunities from your existing connections

Integrate marketing activities that produce the highest results

And more!

This webcast allows you to e-mail your questions to Ms. LaLonde in advance or during the program. In addition, all registrants receive a set of downloadable course materials and free access to the archived online program. Back by popular demand, this webcast was originally aired on January 19, 2010.

Note: MCLE jurisdictions do not accredit programs on lawyer business development. CLE credit will not be available for this webcast.

Planning Chairs:

Faculty:

Tracy LaLonde is a Partner at Akina Corporation, where she helps lawyers and executives develop sustainable skills in business development. Ms. Lalonde works with law firms and companies to create a competitive advantage with their human resource talent and is a known thought leader in the professional development space within the legal industry. Prior to Akina, she worked in the professional development capacity at Mayer, Brown, Rowe & Maw LLP, Holland & Knight LLP, and Squires, Sanders & Dempsey LLP. Ms. Lalonde is a regular speaker on lawyer professional and business development for numerous organizations, including the Legal Marketing Association, the New York City Bar, ALI-ABA, and NALP –The Association of Legal Career Professionals®.

Confidentiality and Attorney-Client Communications

webmaster@ali-aba.org (ALI-ABA) — Fri, 10 Feb 2012 04:00:00 EST

Back by popular demand, this practical and engaging ethics program explores the sometimes surprising boundaries of confidentiality and the attorney-client privilege to examine:

The circumstances under which you can unwittingly create an attorney-client relationship

The types of communications from potential clients that are not privileged

The kinds of client conduct that fall outside the protection of the attorney-client privilege

Have a question? Participants may e-mail their questions to the faculty before and/or during the program. In addition, all registrants receive a set of downloadable course materials and free access to the archived online program later. This program was originally broadcast on August 4, 2011.

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.

You mention to someone you just met at a cocktail party that you’re an attorney. Without warning, she tells you the details of her son's latest DUI arrest and asks you for legal advice . . . . Someone uses the "Contact Us" link on your firm's website to send you a message filled with confidential facts about his pending case . . . . Do these encounters create attorney-client relationships and are these communications privileged? Even if no relationship is formed, do you still have a duty to keep the substance of these disclosures confidential?

Client confidentiality is the hallmark of the attorney-client relationship. But while it ensures open communication between the attorney and the client, it also offers traps for the unwary. The attorney-client relationship can be easily formed and in some cases, the duty of confidentiality can attach even to unsolicited communications and informal advice.

Planning Chairs:

Faculty:

Wendy L. Patrick is a San Diego County Deputy District Attorney, named by her peers as one of the Top Ten criminal attorneys in San Diego by the San Diego Daily Transcript. She began her legal career as a trial attorney with the San Diego County Deputy Public Defender’s Office. Ms. Patrick has completed approximately 150 trials, including over 100 jury trials ranging from hate crimes, to domestic violence, to first-degree murder. In her current assignment in the Sex Crimes and Stalking Division, she prosecutes cases involving vice, human trafficking, child molestation, and sexually violent predators.

Ms. Patrick has been a Chair of the San Diego County Bar Association Ethics Committee for over five years, is the incoming Chair of the California State Bar’s Standing Committee on Professional Responsibility and Conduct (COPRAC), and is a recognized speaker on the topic of ethics, both nationally and internationally. She sits on the Executive Committee of the California State Bar Criminal Law Section and is a Master and team leader in the Louis M. Welsh American Inn of Court.

Ms. Patrick is co-author of the revised version of the New York Times bestseller, Reading People (Random House, 2008), has her own ethics column in the San Diego Daily Transcript, and writes regularly for a variety of publications both locally and nationwide.

The Five Key Contract Concepts: The Foundation of Drafting

webmaster@ali-aba.org (ALI-ABA) — Fri, 10 Feb 2012 04:00:00 EST

Learn when to use and how to draft the following contract concepts: representations and warranties, covenants, conditions, discretionary authority, and declarations. Hypotheticals are used to demonstrate the concepts taught.

Representations and Warranties

How they serve as a risk allocation mechanism

When they should be worded broadly or narrowly

Common qualifications

Remedies

When to use the passive voice

Covenants

How they establish standards of liability

Degrees of obligation

How rights function as the flipside of covenants

Shall v. will

Conditions

How they establish whether performance is required

When to draft tough v. lenient conditions

Ongoing conditions v. walk-away conditions

How to draft a condition

Discretionary Authority

How it creates choice and permission to act

How it establishes standards of behavior

May v. has the right to

Declarations

Their dual in drafting definitions and establishing policies

Why they should be drafted in the present tense

An essential skill all transactional lawyers must have is the ability to find the contract concepts that best reflect the business deal and use those concepts as the basis of drafting the contract provisions. It is the foundation of a deal lawyer’s professional expertise and ability to problem solve. A lawyer drafting a business contract has multiple responsibilities, but two of the most important are to protect a client against risks and to secure those advantages that are reasonable and appropriate. This video webcast teaches not only the legal aspects of the essential contract concepts, but also their business purpose.

Planning Chairs:

Tina L. Stark has lectured on law and business issues at programs across the United States and internationally. She is a Professor of Law at Boston University School of Law and the Director of the School's Transactional Program. Ms. Stark is a former corporate partner at Chadbourne & Parke LLP and is a former Professor in the Practice of Law at Emory University School of Law and the Executive Director of the school’s Center for Transactional Law and Practice. Ms. Stark received her A.B., with honors, from Brown University and her J.D. from New York University School of Law, where she was a contributing editor to the Journal of International Law & Politics. After law school, Ms. Stark clerked for Judge Jacob D. Fuchsberg of the New York State Court of Appeals and was an associate with Barrett Smith Schapiro Simon & Armstrong. Ms. Stark is the editor-in-chief and co-author of Negotiating and Drafting Contract Boilerplate, publisher, American Lawyer Media (2003). Her contract drafting textbook, Drafting Contracts: How and Why Lawyers Do What They Do, was published in June 2007, and her related treatise, A Handbook on Drafting Contracts, will be published in 2012.

Faculty:

False Claims Act and Qui Tam Provisions: New Developments You Must Know

webmaster@ali-aba.org (ALI-ABA) — Mon, 13 Feb 2012 04:00:00 EST

Topics include:

• Brief Overview of the False Claims Act (FCA)

• Recent Important Case Decisions

• Enforcement Update: Federal and State

• Impact of Recent Settlements on Criminal and Investigative Actions

• New FCA Enforcement Initiatives in Healthcare, Procurement, and Financial Services

• How the Whistleblower Provisions in Dodd-Frank Use Qui Tam Enforcement as a Model

• Defense and Plaintiff Strategies in FCA cases

• Compliance Techniques To Reduce Your Client’s Risks

• And more!

Originally presented on November 30, 2011

If you practice in one of the many areas that is impacted by False Claims Act and its unique qui tam enforcement provisions, this video webcast is a must-attend event that gives you a comprehensive update on recent cases and trends in this evolving field. Taught by a panel of nationally recognized experts, this convenient 90-minute webcast provides an overview of the Act, covers recent key developments related to whistleblower and government fraud actions, and offers practical strategies to make you a better advocate for your client. Practitioners who deal with business and individual clients on employment, health, and procurement law issues, in particular, will benefit from this informative program.

This interactive seminar allows you to email your questions to the faculty in advance or during the program. All registrants receive a set of downloadable course materials and free access to the archived online program later.

Planning Chairs:

Kathleen McDermott, is a partner in the Washington, D.C. office of Morgan Lewis and has been involved in government enforcement and compliance matters for 20 years. She previously served as an Assistant U.S. Attorney and DOJ Health Care Fraud Coordinator, and is a recipient of the HHS-OIG Inspector General’s Integrity Award for her work in government healthcare fraud matters. Ms. McDermott has been recognized as a leading False Claims Act practitioner with both government and defense experience in this unique practice area and designated as one of the top fraud and abuse compliance attorneys in the country by Nightingale’s and as a D.C. Super Lawyer in white collar corporate matters. In addition to the successful defense of many government investigations, Ms. McDermott has litigated False Claims Act and administrative actions, including recently an OIG permissive exclusion action involving a Chief Executive Officer (CEO). She is a frequent speaker and author on this issue.

Faculty:

John T. Boese, Of Counsel to Fried, Frank, Harris, Shriver & Jacobson LLP in Washington, DC, is a nationally recognized expert on the civil False Claims Act. Prior to entering private practice, Mr. Boese was a trial attorney with the Civil Division of the United States Department of Justice, where he was awarded a Special Commendation for Outstanding Service. For over thirty years, he has represented defendants in numerous False Claims Act cases brought by qui tam relators or by the Department of Justice. Mr. Boese also has assisted corporations and institutions, individuals, and state and local government entities in a wide variety of federal white-collar criminal and civil investigations and proceedings. His book, Civil False Claims & Qui Tam Actions,(Wolters Kluwer Law & Business, 4th Ed) is the leading treatise on the Act and is widely cited by practitioners and courts, including most recently by the Supreme Court.

Marc S. Raspanti, a name partner in Pietragallo Gordon Alfano Bosick & Raspanti, LLP in Philadelphia, practices in the areas of white collar criminal defense and federal and state Qui Tam litigation. He serves as Co-Chair of the ABA White Collar Crime Committee on Qui Tam Litigation. Mr. Raspanti also is an active member of the American Health Lawyers Association and the Health Care Compliance Association. He has been selected by his peers for the 2006-2012 editions of Best Lawyers in America in the area of Health Care Law litigation. He has served as lead trial counsel in a number of complex, high-profile white collar criminal and Qui Tam litigation cases and has been involved in the recovery of over $1 billion for state and federal taxpayers. Mr. Raspanti frequently lectures on white collar, qui tam, and health care fraud issues throughout the country. He also has authored a number of articles on these issues and serves as an adjunct professor of law.

Joseph E.B. “Jeb” White, a partner in the firm of Nolan & Auerbach, P.A. in Philadelphia, is actively litigating health care qui tam actions. Mr. White is one of the country’s leading qui tam advocates, having represented whistleblowers before the United States Congress and in qui tam actions across the country. He has testified in front of the United States Congress and nearly a dozen state legislative bodies and has penned amicus curiae briefs in five United States Supreme Court cases. He is the former President and a current Board member of Taxpayers Against Fraud (TAF) as well as past editor of the False Claims Act & Qui Tam Quarterly Review, a law journal devoted to the False Claims Act. Mr. White has lectured on the False Claims Act litigation to audiences across the country.

Project Management for Lawyers

webmaster@ali-aba.org (ALI-ABA) — Wed, 15 Feb 2012 04:00:00 EST

Attend this program and learn how to:

Define the project so all stakeholders are on the same page

Create a functional and effective project plan

Identify, organize, and schedule tasks

Estimate how long various tasks should take

Set realistic deadlines

Keep projects on track

Close out projects, including creating forms and checklists for use in future projects

Analyze lessons learned to continually improve firm processes

And more!

Attend this unique webcast encore to increase predictability, lower costs, reduce time spans, and optimize results in your law practice!

With clients increasingly demanding more creative lawyering, the use of project management techniques is a valuable tool for the competitive law office. Project management has been used extensively and successfully for years in corporations, consulting firms, and accounting firms. Today, law firms are increasingly recognizing the importance of this training for their attorneys and legal staff.

Taught by one of the nation's leading experts in organization and time management techniques for lawyers, Project Management for Lawyers explains the basic principles of project management and how to apply them to organize, plan, and monitor a variety of legal projects. This practical, must-attend webcast will also show you how to improve client service and satisfaction by increasing the clarity and transparency of your communications with clients on how their projects will be managed.

This interactive seminar gives you the opportunity to submit questions in advance and/or during the program for live audio discussion by the instructor. In addition, all registrants will receive free access to the archived course and course materials.

This program was recorded on May 14, 2010.

Planning Chairs:

Meg Spencer Dixon is a consultant specializing in organization and time management seminars for lawyers and legal professionals. Ms. Dixon came to the field of organization and time management by way of a career in law, during which she practiced in the litigation and energy groups of Shaw Pittman in Washington, D.C. She received her undergraduate degree in economics from Princeton University in 1982 and law degree from Stanford Law School in 1985. In 1992, Ms. Dixon founded Spencer Consulting, and since then has been customizing and conducting seminars and providing one-on-one consulting/coaching on many aspects of organization and time management and related subjects such as project management, stress management, overcoming procrastination, conquering e-mail overload, and how to run effective meetings. She has presented seminars for lawyers and other legal professionals at over 135 law firms, associations, CLE providers, government agencies, corporate law departments, universities, and law schools.

Faculty:

Practical Aspects of Trademark Practice

webmaster@ali-aba.org (ALI-ABA) — Wed, 15 Feb 2012 04:00:00 EST

Chaired by Roberta Jacobs-Meadway of Eckert Seamans Cherin & Mellott (Philadelphia, PA), this two-hour video seminar will focus on recent case law. The panel will offer a practical workshop on handling trademark disputes from the inception, and will cover:

Assessing claims (and potential counterclaims);

Identifying sound available options;

Developing strategies for proceeding (and exit strategy);

Determining whether and when to use what experts;

Avoiding surprises and dealing with the unexpected;

Coming to creative resolutions.

Joining Ms. Jacobs-Meadway will be Nancy Frandsen of Woodcock Washburn LLP, Manny Pokotilow of Caesar, Rivise, Bernstein, Cohen & Pokotilow, Ltd., and William McNichol of Reed Smith LLP.

This practical webinar will draw the on experience of a panel of leading trademark litigators to explore the issues that you confront when trademark disputes arise.

What due diligence is appropriate/necessary? How do you determine whether to seek expedited relief? To whom do you turn to assess potential damage claims? Where do you bring the action? Why should you be wary of pitfalls created by conflicting decisions in such areas as: the scope of the functionality doctrine; the nature of the fair use defense; and how similar a mark should be before dilution can be invoked in the absence of competition and likelihood of confusion?

Whether you are a litigator, trademark practitioner or trademarks are key assets of your clients' business, knowing how to respond when a trademark controversy comes up is important to your practice--and your clients.

Planning Chairs:

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

Faculty:

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

William J. McNichol, Esquire, Reed Smith LLP, Philadelphia, PA

Manny D. Pokotilow, Esquire, Caesar, Rivise, Bernstein, Cohen & Pokotilow, Ltd., Philadelphia, PA

ALI-ABA Staff Attorney: Harry Kyriakodis

New EPA Rules on Emissions by Power Plants

webmaster@ali-aba.org (ALI-ABA) — Wed, 15 Feb 2012 04:00:00 EST

Topics include:

Impact of New Rules on Coal and Oil-Fired Power Plants
• Overview of Mercury and Air Toxics Standards (MATS)
• Update on Cross-State Air Pollution Regulations (CSAPR) and Regional Haze

Attend this timely webcast and hear environmental experts, including an agency representative, discuss key aspects of the new EPA rules that establish the first national emission standards designed to reduce mercury and other hazardous air pollutants from coal-fired and oil-fired power plants. If you advise clients in the steam power industry or have a need to know the latest EPA regulations on toxic emissions from power plants, this informative webcast is a must-attend event!

Have questions on giving feedback on legal writing? This interactive seminar allows you to email your questions to the instructors in advance or during the program for live discussion. All registrants also receive a set of downloadable course materials and free access to the archived online program.

Planning Chairs:

Jonathan Martel, Arnold & Porter LLP, Washington, D.C.

Faculty:

William M. Bumpers, Baker Botts LLP, Washington, D.C.

Janet McCabe, Deputy Assistant Administrator, Office of Air and Radiation, U.S. Environmental Protection Agency, Washington, D.C.

ESI in the Courts: What Happened in 2011 and Possible Changes in 2012 and Beyond

webmaster@ali-aba.org (ALI-ABA) — Thu, 16 Feb 2012 04:00:00 EST

This in-depth webcast, part of an ongoing quarterly ALI-ABA webcast series on ESI, reviews key Court decisions, new developments, and trends in 2011 and looks ahead to what may be on the horizon in 2012 and future years.

Topics will include:

Duty To Preserve: When Does It Arise and What Does It Mean for Your Clients?

Proportionality: What, If Anything, Does It Have To Do with Preservation?

Federal Circuit Court of Appeals Model E-Discovery Order Limiting Discovery in Patent Cases: Useful or Red Herring?

Will There Be Any Further Amendments to the Federal Rules of Civil Procedure?

What Do We Do with the "Networking" Juror?

ESI in the Criminal Context: What Can the Government Do to Your Vehicle?

What Does "Competence" Mean in the Information Age? (ethics topic)

What Ethical Issues Arise from Automated Searches? (ethics topic)

What Are the Risks of Attorney-Client E-Mail Communications Using an Employer's System? (ethics topic)

Have a question for the faculty? This interactive seminar gives you the opportunity to submit your questions before and/or during the program for live discussion by the faculty. In addition, all registrants receive a set of downloadable course materials and free access to the archived online program later.

In 2011, Courts across the U.S. issued landmark decisions on electronically stored information (ESI). With new technologies constantly evolving, ESI-related rulings are expected to increase in the new year. This timely webcast covers important case decisions and trends from the past year, looks ahead to potential developments in 2012 and beyond, and explores current ethical issues in ESI. Taught by five of the nation’s top ESI experts, including a distinguished U.S. Magistrate Judge, this practical webcast will give you the latest information you need to shield your clients from costly litigation and sanctions!

Planning Chairs:

Ronald J. Hedges, Corodemus & Corodemus, Iselin, New Jersey

Faculty:

John M. Facciola, U.S. Magistrate Judge, Washington, D.C.

Maura R. Grossman, Wachtell, Lipton, Rosen & Katz, New York

Jeane A. Thomas, Crowell & Moring, Washington, D.C.

Kenneth J. Withers, The Sedona Conference, Phoenix

Smartphones for Lawyers

webmaster@ali-aba.org (ALI-ABA) — Thu, 16 Feb 2012 04:00:00 EST

Lawyers today can choose from a overwhelming array of smartphones. Which is the right phone for you and your firm? Which network should you choose? What about multiple smartphone types within a single firm? Should lawyers be allowed to sync their personal smartphones to your network? How do you keep client data secure?

This all-new program will give you the information you need to choose, manage, and secure smartphones in your law practice.

Join experts John Simek and David Ries to explore the issues lawyers need to consider when using smartphones in their practice, including the ethical requirement to safeguard the confidentiality of client data. Topics include:

Carrier and smartphone capabilities

Security features of the various phones

Securing and protecting the data on the mobile device – ethical considerations

Safeguarding the confidentiality of client data – ethical considerations

Integration with your law practice

Liability for personal devices

Managing mobile devices

Information that can be retrieved from mobile devices

Have a question? This interactive seminar will give you the opportunity to submit questions to the faculty before and/or during the program. In addition, all registrants receive a set of downloadable course materials and free access to the archived online program later.

Planning Chairs:

Faculty:

David G. Ries is a partner at Thorp Reed & Armstrong, where he focuses his practice in the areas of environmental, commercial, and technology litigation. He has used computers in his practice since the early 1980s and chairs the firm's E-Discovery and Records Management Group. Mr. Ries has represented clients in a variety of technology litigation matters, including major systems implementation cases, and advised clients on a number of technology law issues such as information security and privacy compliance, hardware and software agreements, electronic contracting, and response to data breaches. He has more than 35 years of experience in these areas and has frequently lectured and written concerning them for legal, educational, and professional groups.

John W. Simek is the Vice President of Sensei Enterprises, Inc. He is an EnCase Certified Examiner (EnCE) and a nationally known testifying expert in the area of computer forensics. Mr. Simek has in-depth experience with network troubleshooting, hardware and software implementations, systems integration, and logistical and financial expertise in a wide range of computer engineering designs and solutions. He has an extensive knowledge of multi-protocol environments and a diverse range of networking technologies. Mr. Simek provides computer forensics, electronic discovery, and information technology support to almost 250 law firms, legal entities, and businesses, and is a frequent speaker on legal technology and security issues.

Asset Protection Trust Planning: 2012 Update

webmaster@ali-aba.org (ALI-ABA) — Fri, 17 Feb 2012 04:00:00 EST

Participate in this webcast for an in-depth discussion on the latest domestic and foreign legislative developments in asset protection trusts. Speakers cover recent challenges against self-settled trusts, both in the U.S. and offshore; and offer insight on when to use domestic vs. foreign trusts. The webcast features practical strategies to help you promote the use of discretionary trusts, recognize fraudulent transfers, and covers recent legislation providing for asset protection, including inherited retirement accounts and inter-vivos QTIP trusts.

Topics will include:

• Overview of Asset Protection Trust Planning

• Fraudulent Transfer Analysis

• Use of Third Party Trusts

• Inter-Vivos QTIP Trusts and Creditor Protection

• Domestic Asset Protection Trusts

• Foreign Asset Protection Trusts

• Challenges to Self-Settled Trusts

• Inherited IRAs and Creditors

• Using Self-Settled Trusts To Make Completed Gifts

Attend this unique webcast and learn why asset protection planning should be considered an important component of an overall wealth preservation strategy for many of your high net worth clients. With a dozen U.S. states having enacted legislation providing creditor protection for self-settled trusts, asset protection options have expanded beyond offshore strategies. And now the $5 million gift tax exemption has made self-settled trusts even more useful. New court rulings and other developments have made asset protection planning more complicated. This is a must-attend course for experienced estate planners and other professionals who need to be current on this ever-changing practice area.

Participants may submit questions by e-mail to the speakers before and/or during the program. In addition, all registrants receive a set of downloadable course materials and free access to the archived online program later.

Planning Chairs:

Gideon Rothschild, Moses & Singer LLP, New York focuses his practice in the areas of domestic and international estate planning and asset protection, including the use of sophisticated estate planning techniques in the representation of high-net-worth individuals. Gideon is a nationally-recognized authority on the use of offshore trusts and estate planning strategies for wealth preservation and succession planning. His clients include professionals, real estate developers and owners, closely-held business owners, and directors of publicly-held companies. Gideon's practice also includes estate administration and the representation of clients in taxpayer disputes at the federal, state, and local levels. An adjunct professor at the University of Miami School of Law Graduate Program, he is a frequent lecturer on asset protection to professional groups.

Faculty:

John A. Terrill, II, of Heckscher, Teillon, Terrill & Sager, P.C., in West Conshohocken, Pennsylvania graduated from Dartmouth College magna cum laude and Phi Betta Kappa in 1973. He attended the University of Pennsylvania Law School where he was an associate editor of the law review. Jack was a partner in the Trust and Estates Department of Duane, Morris & Hecksher from 1983 - 1994. A Fellow and Regent of the American College of Trust and Estate Counsel, he chaired the Probate and Trust Section of the Philadelphia Bar Association in 1995. Jack is on the adjunct faculty of the University of Pennsylvania Law School where he teaches Trusts and Estates. He speaks regularly for CLE organizations on trusts and estates topics including on asset protection.

Mergers & Acquisitions of S Corporations: How to Structure the Deal

webmaster@ali-aba.org (ALI-ABA) — Tue, 21 Feb 2012 04:00:00 EST

* Asset acquisitions, including reverse triangular (cash) mergers

* Tax free reorganizations

* Sale of stock acquisitions including use of deferred payment obligations

* Deemed asset sales under Sections 338(g) and 338(h)(10)

* Change of Control Events and Impact on Deferred Compensation Arrangements

* Allocation of Purchase Price in an Asset Purchase or Deemed Asset Purchase

Originally presented December 13, 2011

Known for their thorough and practical advice, Planner Jerry August and his co-panelist Steve Looney will walk you through the various methods for selling or purchasing the assets or shares of stock of an S corporation or a closely held regular or C corporation. Among the topics to be highlighted will be the impact of the eligibility rules under Subchapter S in structuring acquisitions involving stock of an S corporation, use of qualified subchapter S subsidiaries, taxable and tax-free acquisitions involving S corporations, section 338 (h)(10) deemed asset sales, tax history portability questions, allocation of income or loss in the year of the acquisition, impact on built in gains tax under Section 1374 and related topics.

If you are handling buy/sell deals now, invest just three hours and afford yourself the opportunity to ask questions of nationally recognized experts. All participants will have unlimited complimentary access to the program archives.

Checklists and sample language are included with a detailed analytical outline on the areas covered. The sample language pertains to tax representations and warranties; due diligence items, etc., are in the checklists. As always, the materials prepared by Jerry August will be a good reference for the future.

Planning Chairs:

Faculty:

PLANNER & MODERATOR:

Jerald David August , Fox Rothschild LLP, West Palm Beach and Philadelphia (also on faculty)

Stephen R. Looney, Dean Mead, Orlando, Florida

Neutralizing a Credit Damage Claim

webmaster@ali-aba.org (ALI-ABA) — Wed, 22 Feb 2012 04:00:00 EST

Topics include:

Background of Credit Damage

Defending a Case

Procedural Defenses

Liability Identification

Claim Mitigation: Cutting Your Losses

Defense of a credit damage claim is like most other defenses, consisting of procedural challenges, liability challenges, and eventually challenges to the size of the damages. Credit damage cases have some unique characteristics that defense lawyers can exploit such as undermining the expert witness and requiring the plaintiff to verify and prove the basis for claims. But, such cases also have special challenges including the lack of defense access to key information such as the credit report. Attend this practical seminar, second in a series, and learn how to successfully defend your clients from credit damage claims!

Have questions on defending credit damage claims? You'll have the opportunity to submit your questions via email in advance and/or during the live question and answer session. All registrants receive a set of downloadable course materials and free access to the archived online program.

Planning Chairs:

Faculty:

Georg Finder, an Independent Credit Evaluator (ICE) since 1995 based in Fullerton, CA, serves as a consultant and expert witness on credit reporting violations and credit reputation damage measurement for both plaintiff and defense counsel. Mr. Finder has authored numerous articles and books on this topic including his upcoming book, Credit Reputation Damage Compensation Success (2012). He has lectured on credit report issues and credit reputation damage compensation to CLE organizations across the United States.

Douglas E. Koenig of the Law Offices of Douglas E. Koenig in Hillsborough, North Carolina, is experienced in matters of transactional business law, contracts and licensing, wills and estates, bankruptcies, and alternative dispute resolution. He has a growing business law practice serving numerous small business clients in North Carolina and his Elder Law practice includes social security and disability, estates planning, and domestic issue resolution. Mr. Koenig has experience in handling credit damage claims for his personal and business clients.

California Wage and Hour Class Action Litigation: Impact of Concepcion and NLRB Decisions

webmaster@ali-aba.org (ALI-ABA) — Wed, 22 Feb 2012 04:00:00 EST

Both a U.S. Supreme Court decision and a recent NLRB decision are having a serious impact on wage and hour class litigation in California.

The U.S. Supreme Court’s Concepcion decision--that strengthened arbitration provisions in contracts--is under attack. California Courts have held that certain claims can be exempted from arbitration, and the National Labor Relations Board has issued a new decision that could directly impact all arbitration programs in the United States.

Topics to be discussed will include: (1) the National Labor Relations Board's new decision that could impact the scope of arbitrations in the employment arena; (2) California decisions related to the Private Attorney General Act (PAGA), that exempts PAGA from the scope of Concepcion; and (3) an analysis of Concepcion based on these new developments.

Get insightful analysis on how wage and hour class actions are being affected by the U.S. Supreme Court’s decision in Concepcion and by the recent NLRB decision regarding arbitration in employment cases.

Planning Chairs:

Roland M. Juarez, Hunton & Williams LLP, Los Angeles

Faculty:

How New Guidance Affects Lawyers in Fight Against Money Laundering & Terrorist Financing
ENCORE with special $99.00 price! Q&A via email and answers in two business days!

webmaster@ali-aba.org (ALI-ABA) — Thu, 23 Feb 2012 04:00:00 EST

- Why voluntary compliance is important

- Who is moving this forward

- Which legal specialties & actions are affected

- How the risk-based approach works: due diligence for client evaluation (new or existing) or a transaction

- The three major risk categories (with numerous subsidiary risk factors) in the guidance

- How to implement a voluntary risk-based client due diligence regime in your law firm that is consistent with most firms’ existing client intake procedures

The legal profession is under considerable pressure from both domestic and international sources to implement effective risk-based measures to prevent money laundering and terrorist financing.

Every practitioner who handles transactions or real estate, or manages client accounts/assets or contributions to companies, or creates companies, needs to understand the reality of implementing a voluntary risk-based due diligence regime in his or her law firm.

Why is this voluntary due diligence regime so important to lawyers? In October 2008, the world’s leading standard-setter for anti-money laundering and counter-terrorist financing policies, the Financial Action Task Force (FATF), adopted risk-based guidance for the legal profession. Under the FATF Recommendations, lawyers would be subject to anti-money laundering and counter-terrorist financing requirements.

The American Bar Association, in consultation with numerous ABA Sections and specialty bar associations, has developed voluntary good practices guidance to implement the 2008 risk based guidance.

And don’t forget Congress—it is developing legislation that may impose mandatory, or a “rules based,” approach on the legal profession.

This program explores the new reality of implementing a voluntary risk-based client due diligence regime within your law firm in light of these developments.

Voluntary implementation by lawyers may serve to reduce the prospect of a Congressionally imposed federal regulatory scheme on the legal profession to address perceived money laundering and terrorist financing vulnerabilities.

Need ethics credit? This seminar qualifies for 1.0 to 1.2 credit hours including, in many states, 0.5 to 0.6 ethics credit hours, in MCLE jurisdictions that accredit encore telephone seminars and/or encorewebcasts. * Please check with teamMCLE to determine whether your state grants ethics credit for this program.

Planning Chairs:

Faculty:

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

Kevin L. Shepherd, Venable, LLP, Baltimore, Maryland

Michael Rosen, Policy Advisor, U.S.Treasury, Office of Terrorist Financing and Financial Crimes, Washington, D.C.

(Special advisor to the seminar: Gary W. Sutton, Senior Legal Advisor for Financial Crime, U.S. Treasury, Office of the General Counsel, Washington, D.C.)

Networking for Business Development

webmaster@ali-aba.org (ALI-ABA) — Thu, 23 Feb 2012 04:00:00 EST

Would you rather impale yourself on sharp objects than go to a networking event? Do you often go to events only to end up spending time with the people you already know? Do you wonder what to do with those LinkedIn and Facebook requests when you really don’t have the time?

Networking does not come easily to most lawyers, but it is key to building a successful law practice. Developed specifically for lawyers, Networking for Business Development will help you to maximize the opportunities you have in social settings to meet and enhance potential clients and business contacts. Learn how to approach a typical business development activity using your own natural style - without feeling cheesy, manipulative, or self-serving.

Featuring lawyer professional and business development expert Tracy LaLonde, this popular video webcast replay will show you how to:

Tell your story in an engaging manner

“Work the room” with ease and confidence

Maintain interaction with potential clients and contacts in ways that produce results

Use online platforms for relationship building

And more

This video webcast replay allows you to email your questions to Ms. LaLonde in advance or during the program. In addition, all registrants receive a set of downloadable course materials and free access to the archived online program. Back by popular demand, this program was originally broadcast on February 9, 2010.

Note: MCLE jurisdictions do not accredit programs on lawyer business development. CLE credit will not be available for this webcast.

Planning Chairs:

Faculty:

Ethics of Negotiation

webmaster@ali-aba.org (ALI-ABA) — Fri, 24 Feb 2012 04:00:00 EST

Back by popular demand, this practical and engaging program explores the ethical limits of legal negotiation. How far can you go in your negotiations without crossing the ethical line? What may you ethically “misrepresent”? When are you obligated to disclose information that you possess, but the other side does not? What ethically risky negotiating behaviors must you avoid at all costs?

Topics include:

Rule 4.1 – A lawyer may not lie
• Embellishment v. overt mendacity
• Going beyond settlement goals and client values

Rule 1.3 – A lawyer must act with reasonable diligence
• Affirmative duty to disclose facts and law

Avoiding offensive negotiating tactics

Guarding against other ethically risky behaviors
• Accepting a one-sided agreement
• Phone/e-mail interactions and
inadvertent disclosure
• Rejecting an offer the client might wish to accept

Preserving your professional reputation

Have a question? This audio replay gives you the opportunity to submit your questions to Professor Craver before and/or during the program. In addition, all registrants receive a set of downloadable course materials and free access to the archived online program later. This program was originally broadcast on August 25, 2011.

Need ethics credit? This seminar qualifies for 1.0 to 1.2 ethics credit hours, depending on state requirements, in MCLE jurisdictions that accredit replays of telephone seminars and/or webcasts.

Lawyers negotiate every day within their firms, with their clients, and with external parties on behalf of clients. Each side’s role is to convince the other side that they must provide a better deal than they actually have to in order to reach an agreement.

Lawyers typically puff, bluff, embellish, and intentionally over- or understate the value of particular items for strategic purposes. Some withholding of information is allowed by the ethics rules, but "material" misrepresentations are not. Most proficient negotiators know the difference and are able to hew the line, since not doing so could put their professional reputations at risk and undermine their ability to negotiate with others in the future.

Planning Chairs:

Faculty:

Charles B. Craver is the Freda Alverson Professor of Law at the George Washington University Law School where he teaches two different courses on legal negotiating. He also teaches the Peter Bronstein Negotiation Institute each year at the University of Virginia School of Law. Over the past thirty years, Professor Craver has taught negotiation skills to over 85,000 attorneys and business persons throughout the United States, and in Canada, Mexico, Puerto Rico, Austria, England, Germany, Turkey, and China. He is the author of Effective Legal Negotiation and Settlement (LEXIS 6th ed. 2009), Skills and Values in Legal Negotiating (LEXIS 2009), and The Intelligent Negotiator (Prima/Crown 2002), and coauthor of Legal Negotiating (Thomson/West 2007) and Alternative Dispute Resolution: The Advocate's Perspective (LEXIS 3rd ed. 2006).

Health Plans: Maximizing Your Flexibility - Is Your Plan Ready for all the possibilities?

webmaster@ali-aba.org (ALI-ABA) — Tue, 28 Feb 2012 04:00:00 EST

Affordable Care Act :

Getting Ready for 2014

• Essential health benefits: So far, what do we know?

• Exchanges: What sponsors should know about the proposed regulations

• Premium tax credit: Understanding the proposed regulations

• Notice 2011-36 & the employer shared responsibility credit

What can we learn from the Summary of Benefits & Coverage guidance & compliance delay?

What do the medical loss ratios rules mean to group health plans and their fiduciaries?

Annual health plan amendments: Are they needed, & if so, what amendments should have been made by end of 2011 (and what are the consequences of doing them now)? What Amendments Should be made by the end of 2012? How does CIGNA Corp. v. Amara affect the content of group health plans?

W-2 Reporting: What do sponsors need to be doing now to be ready to report next year? What are the special rules going to be for reporting in 2013?

Claim & review rules: How does an employer manage a claim for benefits under the new rules? Are the rules different if it is a claim for a fiduciary breach?

The Constitutionality of the ACA: What do we do while the cases are pending at the U.S. Supreme Court?

Additional Topics:

Multiple Employer Welfare Arrangements (MEWA): Dealing with the new enforcement guidance

New MHPAEA Guidance: How do you apply it? What does it change?

Using the New IRS Worker Classification Program: What is the impact on health plan coverage?

Halliburton Benefits Committee was not an isolated aberration, according to Evans v. Sterling Chemicals, Inc. (5th Circuit October 17, 2011). What do we do now in our deals?

National speakers, including government attorneys, will help you understand recent developments affecting health plans and their administration. The focus will be on new legislation and regulations, and the trends you can't afford to miss.

Participate in this live video webcast from anywhere. You are invited to eMail your questions to the faculty before or during the program. Send to nmulloy-bonn@ali-aba.org

Planning Chairs:

Roberta Casper Watson, Trenam Kemker, Tampa

T. David Cowart, SNR Denton, Dallas

Faculty:

Greta E. Cowart, Haynes and Boone, LLP, Dallas

Alden J. Bianchi, Mintz Levin Cohn Ferris Glovsky and Popeo PC, Boston

Kathryn Bakich, JD, SVP, National Health Care Compliance Practice Leader, The Segal Company, Washington, D.C.

(government faculty to be announced at a later date so please check back)

Choice of Business Entity - 2012 Update

webmaster@ali-aba.org (ALI-ABA) — Tue, 28 Feb 2012 04:00:00 EST

The new metrics of entity selection with 2013 rate changes due, & new legislation possible

New health insurance rates: their effect on the taxation of compensation & entity choice

Investment income tax: its effect on the taxation of compensation & entity choice

Liability of owners & managers for the firm’s obligations: New developments

Delaware: Is it still the jurisdiction of choice, & why?

Delaware: new learning on contractual modifications to duties & side letters

“Series” interests: Understanding & planning

Socially responsible businesses: What are the best vehicles?
      -ordinary LLCs
      -benefit corporations
      -flexible purpose corporations
      -L3Cs

Securities laws: New developments, including “crowd-funding”

The "what" of clients' business is their concern; the "how" is yours. And there has never been a more challenging time for determining the appropriate legal form and structure for new and existing closely-held businesses than right now.

Recent changes in taxation, new case law, and new entity forms create opportunities and traps for practitioners. Our nationally known experts will show you how the changing legal and tax issues that affect this most important of decisions offer both opportunities and pitfalls for your clients.

This interactive seminar allows you to email your questions to the faculty in advance or during the program. All registrants receive a set of downloadable course materials and free access to the archived online program indefinitely.

Planning Chairs:

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

Faculty:

Professor Ann E. Conaway, Widener University School of Law, Wilmington, Delaware

Allan G. Donn, Willcox & Savage, P.C., Norfolk, Virginia

James T. Lyons, Tax Counsel, United States Senate Finance Committee, Washington, D.C.

Elisa Erlenbach Maas, Richards, Layton & Finger, Wilmington, Delaware

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

Internet and E-Mail Evidence: Admissibility Issues

webmaster@ali-aba.org (ALI-ABA) — Tue, 28 Feb 2012 04:00:00 EST

Topics include authenticating and addressing hearsay concerns of:

Internet Evidence: Website data, on-line government documents and periodicals, chat room evidence, internet archives, temporary internet files, search engines, and social networking sites

E-Mail Evidence, text messages, and social network communications

And much more!

Attend the premier broadcast of this webcast and have the opportunity to submit your questions in advance and/or during the webcast. Email your questions to vquestions@ali-aba.org. Please put "Question for 2/28 Video Webcast” in the subject line. Questions will be answered via email within 48 hours of the program.

Today’s litigators face novel evidentiary challenges when offering evidence that was discovered on the internet, in electronic mail or text messaging, or on social networking sites. This practical webcast explains how to authenticate and satisfy hearsay concerns for a variety of internet and e-mail-based evidence, including social media, search engine results, and internet archive evidence. Taught by two of the nation’s top experts in the field of evidence, this convenient one-hour seminar, recorded on February 14, 2012, teaches you how to apply existing evidentiary principles to these new forms of evidence to resolve admissibility issues.

Planning Chairs:

Paul W. Grimm is the Chief Magistrate Judge for the United States District Court for the District of Maryland. Before becoming a Magistrate Judge, Judge Grimm was a commercial litigator in Baltimore for thirteen years. He also served as an Assistant Attorney General for the State of Maryland, an Assistant State’s Attorney for Baltimore County, and a Captain in the U.S. Army Judge Advocate General’s Corps. In September 2009, Judge Grimm was appointed by the Chief Justice of the U.S. to serve as a member of the Advisory Committee for the Federal Rules of Civil Procedure. Judge Grimm is an adjunct professor of law at the University of Maryland School of Law where he teaches evidence and at the University of Baltimore School of Law where he teaches a course on discovery and electronically stored evidence. Judge Grimm is a frequent lecturer on issues regarding evidence and civil procedure and has lectured widely on the discovery of electronically stored information and its admissibility in trial proceedings. He also teaches evidence at the U.S. Department of Justice’s National Advocacy Center. Judge Grimm has written numerous books, book chapters, and articles on evidence and other topics and has authored several opinions relating to electronically stored information that have received national attention.

Gregory P. Joseph, of Gregory P. Joseph Law Offices, LLC in New York, is a Fellow and past President of the American College of Trial Lawyers and former Chair of the Section of Litigation of the ABA.. He also has served on the Advisory Committee on the Federal Rules of Evidence of the U.S. Judicial Conference. A past chair of the Litigation Department at Fried, Frank, Harris, Shriver & Jacobson in New York, Mr. Joseph has litigated cases in fields as diverse as securities fraud, takeovers, intellectual property, corporate governance, fiduciary duty, federal taxation, tort and contract. In a variety of legal surveys, he has been rated as one of the nation’s and world’s top litigator. Mr. Joseph is the author of several books, including Modern Visual Evidence, and has written more than 100 articles in professional journals. His books and articles have been cited in numerous judicial opinions and law review articles as well in as the Advisory Committee Notes to the Federal Rules of Evidence and Civil Procedure. Mr. Joseph has lectured extensively on evidentiary issues to judges and attorneys across the country.

Faculty:

Legal Writing at the Micro Level: Making Paragraphs and Sentences Coherent and Forceful

webmaster@ali-aba.org (ALI-ABA) — Wed, 29 Feb 2012 04:00:00 EST

Topics include:

The difference between "principles" and "techniques" in writing and editing

The principles of paragraph structure: focus, flow, and emphasis

The principles of sentence structure: chunks and cores

Last offered August 23, 2011

This interactive seminar allows you to email your questions to the instructor in advance or during the program. All registrants receive a set of downloadable course materials and free access to the archived online program indefinitely.

Focus on the “micro” to enhance your legal writing skills!

Taught by a lawyer and legal writing expert who has trained thousands of lawyers across the country, this video webcast focuses on important communicative elements within a document below its overall structure. The program will not, however, focus on isolated writing "tips" that somehow magically produce impressive prose. Instead, it will emphasize fundamental principles of writing that will make your editing both more effective and efficient. This webcast is a must for all attorneys who want to become better legal writers.

Planning Chairs:

Faculty:

Real World Document Drafting�: Drafting Default, Remedies, and Liability Limitation Provisions in Contracts and Leases

webmaster@ali-aba.org (ALI-ABA) — Wed, 29 Feb 2012 04:00:00 EST

Taught by Marvin Garfinkel, a seasoned transactional attorney with extensive experience in document drafting, this unique webcast shows you how to draft effective and enforceable default, remedies, and liability limitation provisions that advance your clients' interests and reduce their exposure to future litigation.

Topics (including alternative provisions from each parties' perspective) include:

• Structure of contractual default provisions

• Forfeiture: Termination upon default

• Expectation and Substitutional Damages: Rescission, restitution, reformation, quasi contract, deposit forfeiture and general, incidental, consequential, and punitive damages

• Statutory remedies

• Efficient breach theory

• Public policy, statutory, and other limitations on default remedies

• Election of remedies

• Contractual and statutory notice and cure provisions

• Limitations upon cumulative remedies

• The incurable default

• Conspicuousness requirements

Provisions (in the context of transactional and relationship documents from each parties' perspective) discussed include:

• Declaration of default

• Notice and opportunity to cure

• Incidental and consequential damage limitations

• Liquidated damages

• Specific Performance and other specific remedies

• Computation of damages

• Mitigation of damages

• “No Default” conditions

• Liability limitations

• Limitations of action periods

• Limiting liability under representations and warranties

• Exculpatory provisions

• Deposit forfeiture

• Arbitration and other restrictions upon remedies

• Punitive damage limitations

• Public policy alternative performance or remedies

Attend this newly revised seminar, part of ALI-ABA's best-selling Real World Document Drafting ® video webcast series, and learn the do's and don'ts of drafting and negotiating default, remedies, and liability limitation clauses in contracts and leases.

If you need an in-depth practical review of default, remedies, and liability limitation provisions and want to learn proven drafting approaches and strategies, this webcast is tailor-made for you!

Participants may submit questions by e-mail to the instructor before and/or during the webcast for discussion during the live Question and Answer session. In addition, all registrants receive a set of downloadable, comprehensive course materials, with plenty of valuable sample provisions, and free access to the archived online program.

Planning Chairs:

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 revised book, Real World Document Drafting: A Dispute-Avoidance Approach Second Edition (ALI-ABA 2010). For more information about Mr. Garfinkel, visit his website at www.realworlddocs.com.

Faculty:

Legal Fees and Billing: Ethics and Practice

webmaster@ali-aba.org (ALI-ABA) — Thu, 01 Mar 2012 04:00:00 EST

Why you can’t use “block billing,” at least in the Ninth Circuit

The one word clients hate to see in billing descriptions

When to require an advance fee deposit

How to train new associates in time-keeping to improve productivity and be ethical

How state disciplinary agencies differ on the use of credit cards for advance fees

The three ethically-mandated parts of a fee agreement and the one clause that will save you money

The common billing mistakes that can result in lawyer discipline

And more!

In a tough economy, good, long-standing clients become slow-pays and accounts receivable grow larger. Clients demand new fee arrangements. Bar complaints about fees increase. How do you respond?

Back by popular demand, this program is designed for lawyers who want to get paid for their services AND comply with their ethical obligations.

Learn how to prepare ethical engagement letters and invoices that clients will better understand and, hopefully, pay. Brush up on the basics of drafting ethical fee agreements and invoices, including for contingent fees, flat fees, and hourly rates. Hear how billing statements can help you comply with your ethical obligation to communicate material information to clients. Discover the most common mistakes in invoices that make clients file bar complaints (not to mention refuse to pay).

This interactive seminar gives you the opportunity to submit your questions before and during the program for discussion by the faculty. In addition, registrants will receive free access to the archived online program and materials later. This program was originally broadcast on October 27, 2011.

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: Audio replays do not qualify for CLE credit in IA.

Planning Chairs:

Faculty:

Lynda C. Shely, The Shely Firm, PC, provides ethics and risk management advice to lawyers and law firms. She also assists lawyers in responding to initial bar charges. Prior to opening her own firm, Ms. Shely was the Director of Lawyer Ethics for the State Bar of Arizona. She is a frequent speaker throughout the country on topics in professional responsibility, law firm risk management, and professionalism, a former member of the ABA Center for Professional Responsibility’s Strategic Planning Committee, and a Fellow of the American Bar Foundation. The State Bar of Arizona has awarded her for her contributions to Law Related Education Projects, for Outstanding Leadership in Continuing Legal Education, and as Member of the Year in 2007. She was the 2008-2009 President of the Scottsdale Bar Association.

iPad for Litigators

webmaster@ali-aba.org (ALI-ABA) — Fri, 02 Mar 2012 04:00:00 EST

The January 19 and February 3 programs both sold out -- don't miss this replay!

In just two years, the iPad has gone from a gadget and web browser to a real productivity tool that litigators can use regularly in their practice. Today, many trial lawyers are ditching their laptops and complicated trial technology set-ups in favor of the iPad. The iPad's compact design, combined with its versatility and power, make it a convenient and surprisingly useful litigation tool.

Hear how innovative trial lawyers today are using the iPad and the latest iPad apps in litigation. Featuring law technology experts Jim Calloway and Tom Mighell and trial lawyer Jamie Moncus, who recently obtained a $37.5 million verdict using iPad trial presentation technology, this cutting-edge program will show you how you can use the iPad to prepare for and conduct hearings and at trial, including:

When to use the iPad at trial – choosing the right trial technology

Conducting legal research

Conducting depositions

Selecting juries

Presenting evidence at hearings and at trial

Presenting in the courtroom – key iPad accessories you’ll need

Don't miss the hottest program of 2012! Back by popular demand, this audio replay will give you the opportunity to submit your questions by e-mail to the faculty before and/or during the program. In addition, all registrants receive a set of downloadable course materials and free access to the archived online program later.

NOTE: Webcast registrants will need Adobe Flash Player, available from the Adobe web site, to take this program. The live webcast cannot be viewed on your iPad, which is not Flash compatible.

Planning Chairs:

Faculty:

James R. (Jamie) Moncus, III is a trial attorney with Hare Wynn Newell & Newton, in Birmingham, Alabama, where he represents individuals and small businesses in civil litigation. He specializes in the representation of plaintiffs in high-stakes litigation, ranging from accident and product liability cases to actions involving medical malpractice, aviation accidents and whistleblower litigation. Currently, he is handling a variety of litigation matters in several states. Mr. Moncus has served on the Board of Governors of the New Lawyers Division of the American Association for Justice (AAJ) and on the Executive Committee of the Young Lawyers Section of the Birmingham Bar Association. In 2011, he was named a “Rising Star” by Super Lawyers and was selected for membership in the Multi-Million Dollar Advocates Forum. He currently serves on the editorial boards of a civil litigation blog as well as a national medical malpractice journal. With another Hare Wynn lawyer, he recently obtained a $37.5 million verdict using innovative iPad trial presentation technology. He is licensed in Alabama, Mississippi and Tennessee.

Jim Calloway is the Director of the Oklahoma Bar Association Management Assistance Program. He publishes the blog, Jim Calloway's Law Practice Tips, and was the co-author of the book Winning Alternatives to the Billable Hour (2d ed., 2002 ABA). He was chair of ABA TECHSHOW 2005. He is a former member of the Council of the ABA Law Practice Management Section and chair of its Practice Management Advisors Committee. He was co-chair of the 2006 and 2007 GP/SOLO National Solo and Small Firm Conferences. He has been named a Fellow of the College of Law Practice Management. He writes Law Practice Tips column for the Oklahoma Bar Journal and co-hosts The Digital Edge: Lawyers and Technology podcast.

Tom Mighell is a Senior Consultant with Contoural, Inc., where he provides records management and electronic discovery services to companies. He is a frequent speaker and writer on the Internet and legal technology, and is the author of iPad in One Hour for Lawyers and The Lawyers Guide to Collaboration Tools and Technologies: Smart Ways to Work Together (with Dennis Kennedy). He has published Inter Alia (www.inter-alia.net), a legal technology blog, since 2002. He and Dennis Kennedy are also the co-hosts of The Kennedy Mighell Report, a legal technology podcast. Tom is Past Chair of ABA TECHSHOW 2008, and is currently Chair of the ABA Law Practice Management Section.

Drafting Boilerplate Provisions: Fine Print, BIG DEAL

webmaster@ali-aba.org (ALI-ABA) — Fri, 02 Mar 2012 04:00:00 EST

This webcast addresses all of the contract provisions that usually fall into the “general” or “miscellaneous” sections of a contract, including:

Governing Law and Forum Selection

Waiver of the Right to a Jury Trial

Assignment, Delegation, and Change of Control

Successors and Assigns

Notice

Amendments

Severability

Force Majeure

Merger

And much more!

You’ve spent hours drafting your contract. One last step - cut and paste in your “usual” boilerplate provisions. But will they come back to haunt you?

"Boilerplate" is actually critical! Each of these provisions hides significant business, legal, and drafting traps. This practical, information-packed workshop walks you through standard boilerplate provisions, shows you the traps, and most importantly--how to avoid or overcome them.

The written materials accompanying the program include exercises and sample provisions to demonstrate each of the concepts discussed.

Email questions during the program and answers will be sent to you via email within 3 business days of this program.

Planning Chairs:

Faculty:

Strategies for Acquisition and Resolution of Distressed CMBS Assets

webmaster@ali-aba.org (ALI-ABA) — Tue, 06 Mar 2012 04:00:00 EST

Why the Master Servicer is of little help.

How to get to the Special Servicer.

What does the Special Servicer do when a loan is referred to it?

Why there are only a small percentage of short sales in commercial deals.

Modifications that may be negotiated with the Special Servicer. (The borrower generally has to put in new money.)

Status of maturity defaults.

Special Servicer approval of leases.

Why the Special Servicers aren’t viewed as “user friendly.”

Why the Special Servicers foreclose instead of taking a deed in lieu in so many cases.

Why a Special Servicer sells a note as opposed to foreclosing.

How to buy a note held by a Special Servicer.

How to buy property held by a Special Servicer.

The Great Recession focused new light on the role of the master and special servicers of commercial real estate loans, and provided surprising and sometimes painful lessons on the rules of the road for CMBS borrower workout and enforcement negotiations. Nearly four years after the market's collapse, opportunistic investors are beginning to find new opportunities for acquiring properties from special servicers by cutting deals to recapitalize existing borrowers and buying distressed debt, distressed assets out of receivership, and foreclosed properties, as well as entering into short sales.

This panel discussion will focus on effective strategies that may be used by opportunistic buyers, as well as distressed and healthy CMBS borrowers, to maximize current market opportunities. Our servicer representatives may even share some of their strategies for selling and marketing their distressed assets!

Planning Chairs:

Beverly J. Quail, Partner, Ballard Spahr LLP, Denver, Colorado.

Faculty:

Andrew J. Hundertmark, Senior Vice President, Special Assets, CWCapital Asset Management LLC, Baltimore, Maryland

Tom J. Miraglia, Executive Vice President - General Counsel, Berkadia Commercial Mortgage LLC, Horsham, Pennsylvania.

Credit Damage Claims: Types of Damages and Foundational Documents

webmaster@ali-aba.org (ALI-ABA) — Wed, 07 Mar 2012 04:00:00 EST

Topics include:

What Are Credit Damages?

Three Types of Credit Damages

What Types of Claims Are Raised?

What Laws Are Involved?

What Documents Are Needed To Prove Damages?

How To Prepare Your Case

Attend this how-to seminar and gain the detailed knowledge you need to move forward in filing or defending a claim for credit damages. This webcast, the third in a series, teaches you to recognize the three types of credit damages and outlines the specific foundational documents you need to prepare your case. Taught by a nationally recognized expert who has been involved in many credit damages cases and an experienced litigator who has tried such actions, this program is a must-attend for plaintiff or defense attorneys who want the practical background to enter and be successful in this growing area of litigation.

Have questions on credit damage claims? You'll have the opportunity to submit your questions via e-mail in advance and/or during the live question and answer session. All registrants receive a set of downloadable course materials and free access to the archived online program.

Planning Chairs:

Faculty:

Doing Benefit Plan Electronic Communication the Right Way

webmaster@ali-aba.org (ALI-ABA) — Thu, 08 Mar 2012 04:00:00 EST

Types of plan communications, including, notices SPDs, SARs, 5500s, benefit statements, enrollment, investment information, etc. .

Current DOL and IRS electronic communication rules.

Pitfalls, such as retirees or employees without internet, providing receipt of COBRA notices, QJSA spousal content, and security and theft issues.

Record retention of electronic communication.

Dealing with Government audits of electronic communications.

Delegation to service providers.

Employers are keen to avoid benefits costs by going paperless, but it’s not as simple as posting the SPD to the firm website. What are the DOL and IRS rules for employer benefit plan communications to employees? What are some common problems? Can you really be totally paperless? How do you deal with record retention and government audit of electronic media?

Our panel of experts will address the practical and legal considerations in evaluating the best practices and risks associated with communicating electronically.

Planning Chairs:

Cynthia A. Van Bogaert, Partner, Boardman & Clark LLP, Madison, Wisconsin

Faculty:

Dennis Leybold, Partner, Stoel Rives LLP, Portland, Oregon

Mr. Leybold’s practice includes all aspects of design, administration and compliance of qualified and nonqualified retirement and compensation plans and other employee benefits. Dennis also advises ERISA fiduciaries and businesses that provide investment products, investment advice and other services to retirement plans.

Closing the Deal in Business Development

webmaster@ali-aba.org (ALI-ABA) — Thu, 08 Mar 2012 04:00:00 EST

Many lawyers believe that simply “asking for the business” will reliably yield more legal work. While this approach may work in rare instances, in most cases it fails or is inappropriate. An alternative approach is to manage the sales process, but at the same time build relationships and proactively identify areas in which you, as a lawyer, can provide solutions to current and potential clients.

Closing the Deal in Business Development shows you how simple and intuitive behaviors can enhance your credibility and increase client readiness to say “yes” without pushiness or guesswork on your part.

Featuring lawyer professional and business development expert Tracy LaLonde, this highly-rated video webcast gives you the tools to:

Understand the “sales” process

Seek information to guide the next steps of the process, specifically focusing on qualification factors, decision-maker relationships, and client readiness

Facilitate meetings for business development

Overcome typical objections and ask closing questions

And more

Note: MCLE jurisdictions do not accredit programs on lawyer business development. CLE credit will not be available for this webcast.

Planning Chairs:

Faculty:

How to Give Effective Feedback in Legal Writing

webmaster@ali-aba.org (ALI-ABA) — Thu, 08 Mar 2012 04:00:00 EST

While many attorneys give legal writing feedback, few have received instruction on how to do so properly. As a result, they often critique in the same, ineffective manner as their superiors did when they were new to practice and miss an important opportunity to teach new lawyers how to be effective legal writers. Taught by an experienced legal writing instructor with extensive practice experience, this webcast teaches you how to review the writing of novice attorneys and offer oral and written feedback using techniques that have been used successfully to teach legal writing to law students and can be utilized in a demanding practice environment.

Topics:

• Why it is difficult to teach someone to write like a lawyer

• What is required for good legal writing

• What non-writing issues may contribute to poor legal writing

• Reconsider how you give feedback

• How to give written comments that help the writer think and improve

• How to offer useful oral comments that cut right to the issue

• How to give better information up front to get better first drafts

• How to train attorneys to become better revisionist and editors of their work

“I’ll just write this myself.” Have you ever muttered these words while reviewing a junior attorney’s work? Many experienced attorneys complain that providing feedback to new attorneys can be time-consuming and frustrating while junior attorneys often remark that they want to improve their writing skills but they are not receiving useful direction from superiors. Let’s face it, giving feedback to new attorneys, particularly in writing, is a serious, but necessary, training investment for all law offices.

Attend this practical webcast and gain practical strategies on how you can review the legal writing of less experienced attorneys efficiently and provide a targeted, positive critique that will teach your junior attorneys to produce better-quality first drafts and become more adept at revising and editing their work.

Have questions on giving legal writing feedback?

All registrants, whether at the live program or in the live video webcast, will be given the opportunity to submit questions in advance and/or during the program for discussion by the instructor. Webcast participants can send questions via e-mail. All registrants also receive a set of downloadable course materials and free access to the archived online program.

Planning Chairs:

Sherri Lee Keene is a Law School Assistant Professor and the Associate Director of Legal Writing at the University of Maryland Francis King Carey School of Law. She received her law degree from New York University School of Law in 1997, which she attended as a Root-Tilden Scholar. Ms. Keene graduated summa cum laude from Spelman College with a B.A. in Sociology in 1994. Immediately prior to joining the University of Maryland faculty, Ms. Keene litigated appeals and motions in the Fourth Circuit and District of Maryland courts as a staff attorney for the Federal Public Defender’s Office. She also served as an adjunct legal writing professor at the George Washington University School of Law. Ms. Keene previously clerked for Judge James T. Giles of the U.S. District Court for the Eastern District of Pennsylvania. Ms. Keene also worked as an associate for Paul, Weiss, Rifkind, Wharton and Garrison in New York City, and worked as a civil trial attorney for the U.S. Department of Justice in Washington D.C.

Faculty:

4025 Chestnut Street

HIPAA Privacy and Security Rules: Update for Employee Benefits and Business Lawyers

webmaster@ali-aba.org (ALI-ABA) — Thu, 15 Mar 2012 04:00:00 EST

The HIPAA Privacy and Security Rules continue to be revised pursuant to provisions in the HITECH Act of 2009. The regulations are designed to:

improve patient privacy and security protections by extending the Office for Civil Rights’ enforcement to business associates and covered entities;

strengthen individuals' rights to request and receive their medical information in electronic form; and

set new limits on the use and sale of individuals’ information.

The Office for Civil Rights (OCR), in accordance with requirements of the HITECH Act, has also implemented an audit program to ensure covered entities and business associates comply with the HIPAA Privacy and Security Rules and Breach Notification standards. The pilot program aims to conduct up to 150 audits of covered entities between November 2011 and December 2012. We will discuss the new penalties under the HITECH Act and tips for responding to complaints, investigations, and audits.

We also will review frequently asked questions related to when health plans can use PHI for marketing and wellness programs, whether plans should update their business associate agreements and privacy procedures, how other plans are conducting HIPAA training, and recent developments in the HIPAA accounting rule and security breach notification rules.

Join Christy A. Tinnes, a principal with the Groom Law Group, Washington, D.C., and Tamara M. Simon, an attorney and principal with Mercer LLC, Washington, D.C., to hear a concise analysis of the most recent implementation of regulations concerning HIPAA law, and to get practical advice for dealing with an audit from OCR.

Learn about the latest developments with HIPAA Privacy and Security Rules.

Find out how the Office of Civil Rights' Audit Program is being implemented and get tips for advising clients facing an audit.

Planning Chairs:

Faculty:

Christy A. Tinnes, Groom Law Group, Chartered, Washington, D.C.

Tamara M. Simon, Mercer LLC, Washington, D.C.

Regulation D Offerings and Private Placements

webmaster@ali-aba.org (ALI-ABA) — Thu, 15 Mar 2012 04:00:00 EST

The course provides more than 13 hours of instruction in 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 current and former SEC and state regulators; private practitioners; and Professor J. Williams Hicks, the author of the leading treatise on private placements and restricted securities. 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.

Most capital in the U.S. is raised by private placements, by entities ranging from small start-ups to the largest international public companies, angel investors, venture capital firms, investment funds, and real estate vehicles. With the re-awakening of the capital markets, private placement activity is again “hot,” with many far-reaching legislative and regulatory proposals to ease capital formation, and even President Obama proposing exemptions for “crowdfunding” and an expansion of Regulation A.

If you are engaged in capital-raising you need to have current expertise in private placements and Regulation D, the principal regulatory exemption for private placements, especially with the changes recently made to private placements by the Dodd-Frank Act, significant enforcement developments at the state level, and proposed revisions to Regulation D.

Further, the liability risks you may face in private offerings have continued to expand thanks to court decisions inspired by fraudulent offerings. The SEC’s enforcement efforts include an increased number of civil and criminal prosecutions involving private placements.

In this highly successful and comprehensive course, being offered for the 30th time in 2012, our panel of experienced practitioners and regulators presents a review of current federal and state laws and regulations relevant to private placements, and provides practical advice for handling private placements.

Our panel addresses:
   •  the fundamentals of private placements and alternatives to private placements;
   •  ways to avoid the most common mistakes and sources of liability in the conduct of offerings;
   •  fixing a broken offering, and what to do when an offering cannot be fixed;
   •  ensuring compliance on the federal and state levels;
   •  dealing with difficult disclosure issues;
   •  the lawyer’s due diligence obligations;
   •  controlling both the lawyer’s and client’s risks of liability;
   •  special issues applicable to private investment funds;
   •  recent developments in Private Investments in Public Equity (PIPEs);
   •  private placements in mergers and acquisitions;
   •  conditional and staged offerings;
   •  expanding state regulatory and enforcement efforts, and NASAA coordination;
   •  exit strategies and resales of restricted and control securities; and
   •  special issues for employee compensation plans.

Planning Chairs:

Alan J. Berkeley, K&L Gates LLP, Washington, D.C. (also on faculty)

Robert B. Robbins, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C. (also on faculty)

Faculty:

Denise Voigt Crawford, M.D. Anderson Public Service Visiting Professor, Texas Tech University School of Law, Lubbock; former Commissioner, Texas State Securities Board; former President, North American Securities Administrators Association

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

J. William Hicks, C. Ben Dutton Professor Emeritius of Law, Indiana University Maurer School of Law, Bloomington

Stephen J. Korotash, K&L Gates LLP, Dallas; former Associate Director, Division of Enforcement, U.S. Securities and Exchange Commission

Gerald J. Laporte, Chief, Office of Small Business Policy, Division of Corporation Finance, U. S. Securities and Exchange Commission, Washington, D.C.

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.; former Director, Division of Corporation Finance, U.S. Securities and Exchange Commission

Joseph E. Price, Senior Vice President, Corporate Financing and Advertising Regulation, Financial Industry Regulatory Authority (FINRA), Rockville, Maryland

Robert N. Rapp, Calfee, Halter & Griswold LLP, Cleveland, Ohio

Wayne G. Souza, General Counsel, Executive Vice President, Law, and Corporate Secretary, Walton International Group (USA), Inc., Scottsdale, Arizona

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

FireSky Resort and Spa

Public Speaking and Oral Advocacy: How To Do It Well!

webmaster@ali-aba.org (ALI-ABA) — Thu, 15 Mar 2012 04:00:00 EST

Topics include:

Gaining the trust of the audience (lessons from Aristotle)

How to write an effective presentation

Making listeners care about what you have to say

Gestures and body language

Using your voice effectively

Handling stage fright

How to bring a presentation to life

Originally presented October 28, 2010

This interactive seminar gives you the opportunity to submit questions in advance and/or during the webcast. Email advance questions to vquestions@ali-aba.org Questions will be answered via email within 48 hours of the program.

“[A]t a funeral, most people would rather be the guy in the coffin than have to stand up and give a eulogy.” Jerry Seinfeld

Public speaking is an essential skill that you as a lawyer must master, even if you will never set foot in a courtroom. You must be able to articulate ideas succinctly and persuasively in order to attract clients, communicate ideas in meetings, train younger lawyers, impress supervisors—and, of course, win in court.

But many attorneys spend their days communicating exclusively through writing or e-mail, and find themselves tongue-tied when suddenly confronted with a live audience. Public speaking can be an intimidating exercise, but it doesn’t have to be. With a little advance preparation (and a little more rehearsal), anyone can become an effective public speaker.

This Video, taught by a lawyer and professor of oral advocacy from the University of Virginia School of Law, offers a step-by-step approach for writing and delivering effective oral presentations.

Planning Chairs:

Faculty:

Molly Bishop Shadel is a professor of oral advocacy and public speaking at the University of Virginia School of Law. She graduated magna cum laude from Harvard University with an A.B. in English and American literature and language. She earned her law degree from Columbia University, where she served as a Note Editor for the Columbia Law Review and was a Harlan Fiske Stone Scholar. Shadel clerked for the Hon. Eugene H. Nickerson, U.S. District Court, Eastern District of New York. She practiced law in the litigation department of Covington & Burling in the Washington and New York offices, and also in the U.S. Department of Justice's Office of Intelligence Policy and Review, where she represented the United States on terrorism-related matters before the Foreign Intelligence Surveillance Court. She joined the faculty at the University of Virginia in 2004. Prior to attending law school, Shadel studied theater at Northwestern University’s M.F.A. directing program and directed plays professionally in New York. She is the co-author (with Robert N. Sayler) of the book Tongue-Tied America: Reviving the Art of Verbal Persuasion (Aspen Publishers, to be released Spring 2011).

Legal Issues in Museum Administration

webmaster@ali-aba.org (ALI-ABA) — Mon, 19 Mar 2012 04:00:00 EST

Legal Issues of Museum Administration gives museum directors, administrators, trustees, legal counsel, and others concerned with museum operations a greater understanding of the legal problems and issues encountered by museums. This year, the program is divided into three themes: (1) virtual and intellectual property (social media, digital content, and intellectual property issues); (2) physical and financial issues (facilities, assets, and taxes); and (3) global and international issues (collections, donations, foreign scholars, and performers). As with prior conferences, you will benefit from a diverse and knowledgeable faculty, consisting of both in-house and outside museum counsel, museum executives and professionals, and a variety of experts from various disciplines. The program also includes a three-session “bootcamp” for registrants new to the profession or for those who wish to develop a stronger foundation in these issues. From reaching new audiences through new media to recent developments in tax and legislation, this year’s program will spend considerable time on cutting-edge legal and technological issues, as well as the annual updates on issues pertaining to tax, legislation, and recent cases.

Highlights of this year’s program include:

Digital museum initiatives (apps, gaming, social media)

New and diversified networking lunches, including a young and emerging professionals group

Recent case study on the SFMOMA and Fischer Foundation agreement

Fabulous receptions at the San Francisco Museum of Modern Art and California Academy of Sciences

Closing address by Dr. Derek Gillman of The Barnes Foundation

Planning Chairs:

S. Jason Baletsa, Assistant General Counsel, Smithsonian Institution, Washington, D.C., Program Co-Chair

Rebecca Gideon, Assistant Counsel, The Metropolitan Museum of Art, New York, Program Co-Chair

Brendan Connell, Jr., Managing Director and Counsel for Administration, The Solomon R. Guggenheim Museum, New York, Arrangements Co-Chair

Farleigh H. Earhart, Associate General Counsel, Smithsonian Institution, Washington, D.C.

Brett I. Miller, General Counsel, The Barnes Foundation, Philadelphia, Faculty Co-Chair

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

Adine K. Varah, Deputy City Attorney, City and County of San Francisco, San Francisco, Faculty Co-Chair

Faculty:

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

Kelly Lynn Anders, Director of Communications and Diversity, Creighton University School of Law, Omaha, Nebraska

Barbara D. Andrews, Legal Manager, California Academy of Sciences, San Francisco

Neal Benezra, Director, San Francisco Museum of Modern Art, San Francisco

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

Craig M. Blackwell, Associate General Counsel, Smithsonian Institution, Washington, D.C.

Tish Brown, ADA Coordinator, Fine Arts Museums of San Francisco, San Francisco

Stephen W. Clark, General Counsel, The J. Paul Getty Trust, Los Angeles

Michael J. Cooney, Nixon Peabody LLP, Washington, D.C.

Sharon H. Cott, Senior Vice President, Secretary and General Counsel, The Metropolitan Museum of Art, New York

Erik Dryburgh, Adler & Colvin, San Francisco

Karen Frank, Coblentz, Patch, Duffy & Bass LLP, San Francisco

Simon J. Frankel, Covington & Burling LLP, San Francisco

Nate A. Garhart, Coblentz, Patch, Duffy, & Bass LLP, San Francisco

Katherine Getchell, Deputy Director, Museum of Fine Arts, Boston

Derek A. Gillman, President and Executive Director, The Barnes Foundation, Philadelphia

James R. Gilson, Vice President & General Counsel, Los Angeles County Museum of Natural History Museum Foundation & Administrator, Page Museum @ the La Brea Tar Pits, Los Angeles

Jon Givner, Deputy City Attorney, San Francisco

Fredric H. Goldstein, Vice President/Administration, General Counsel and Secretary, Los Angeles County Museum of Art, Los Angeles

Terrence M. Gosliner, Ph.D., Dean of Science and Research Collections, Harry W. and Diana V. Hind Chair, California Academy of Sciences, San Francisco

Lauryn H. Guttenplan, Associate General Counsel, Smithsonian Institution, Washington, D.C.

Diane Jackson, Chief Operating Officer and Director of Finance, Huntington T. Block, Washington, D.C.

Donna E. Kepley, President, Arctic International LLC, Washington, D.C.

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

Walter G. Lehmann, Lehmann Strobel PC, Baltimore

Judith E. Leonard, General Counsel, Smithsonian Institution, Washington, D.C.

William T. Martinez, Martinez & Associates, San Francisco

Carla Mattix, Office of the Solicitor, Branch of National Parks, U.S. Department of the Interior, San Francisco, California

Lawrence Mendenhall, Vice President, General Counsel and Secretary, Humanity United, Redwood City, California

Peter Samis, Associate Curator, Interpretive Media, San Francisco Museum of Modern Art, San Francisco

John Sare, Patterson Belknap Webb & Tyler LLP, New York

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

Nina Simon, Executive Director, Museum of Art and History, Santa Cruz, California

Diana Skaar, New Business Development, Google, Inc., Los Angeles

James C. Snipes, Covington & Burling LLP, San Francisco

Linda Somerville, Risk Manager, The J. Paul Getty Trust, Los Angeles

Kate Spelman, Cobalt LLP, Berkeley, California

Eryn M. Starun, Assistant General Counsel, Smithsonian Institution, Washington, D.C.

Thaddeus J. Stauber, Nixon Peabody LLP, Los Angeles

Robert Stein, Deputy Director for Research, Technology, and Engagement, Indianapolis Museum of Art, Indianapolis

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

ALI-ABA Staff Attorney: Kevin J. O’Connor, Associate Director, Office of Courses of Study

Renaissance Stanford Court

Real Estate Documents: Drafting for Success

webmaster@ali-aba.org (ALI-ABA) — Tue, 20 Mar 2012 04:00:00 EST

Whether you are an experienced real estate practitioner or you have a different area of specialization, knowing about copyright fair use is relevant to your practice-and your clients. Chaired by John G. Cameron, Jr., of Dickinson Wright PLLC (Grand Rapids, MI), this video seminar will cover:

What are the key issues faced in purchase and sale and leasing transactions?

Purchase and sale transactions (what are the buyer's and the seller's counsel's principal concerns?; what are the client's concerns? how are the issues "successfully" resolved and the deal crafted?)

Leasing transactions (what are the tenant's "top ten" Issues?; what protection does the landlord require?; how do you create a "financeable" lease?; who typically "wins" each issue and why?)

Drafting philosophy: what approach is most likely to lead to success?

Top tips from the panelists.

Joining Mr. Cameron will be Loryn Dunn Arkow of Cox Castle & Nicholson LLP (Los Angeles, CA), Leslee Lewis of Dickinson Wright (Grand Rapids, MI), and Lee R. Utke (Director of Global Corporate Real Estate, Whirlpool Corporation).

This video webcast comes to you live on Tuesday, March 20, 2012, 1:00 to 4:15 pm ET, via your computer. Registrants will be able to email questions to the faculty during the program (email questions to vquestions@ali-aba.org). Corresponding course material may be downloaded or viewed online, but might not be followed precisely by the speakers during the presentation.

Designed for an intermediate audience, this 3 hour video webcast will teach the basics (and more) of drafting real estate documents effectively. The program will examine the key issues faced in purchase and sale transactions and leasing transactions. The panelists, all real estate law experts, will explain approaches that lead to success in real estate document drafting, and will conclude with their top tips.

Planning Chairs:

John G. Cameron, Jr., Esquire, Dickinson Wright PLLC, Grand Rapids, MI

Faculty:

Loryn Dunn Arkow, Esquire, Cox Castle & Nicholson LLP, Los Angeles, CA

Leslee M. Lewis, Esquire, Dickinson Wright, Grand Rapids, MI

Lee R. Utke, Director, Global Corporate Real Estate, Whirlpool Corporation, Benton Harbor, MI

ALI-ABA Staff Attorney: Harry Kyriakodis

Retirement Plan Disclosure Compliance and Enforcement: Update for Employee Benefits Lawyers

webmaster@ali-aba.org (ALI-ABA) — Wed, 21 Mar 2012 04:00:00 EST

Avoiding ERISA enforcement actions is your ultimate goal if you represent companies in regard to their retirement plans. Our speakers will discuss recent developments with ERISA disclosure requirements and focus on best compliance practices.

Get the latest details on ERISA disclosure requirements so your clients can avoid enforcement actions.

Planning Chairs:

David N. Levine, Groom Law Group, Chartered, Washington, D.C.

Faculty:

David A. Cohen, Evercore Trust Company, Washington, D.C.

Samuel A. Henson, Lockton Financial Advisors, LLC, Kansas City

Advanced Employment Law and Litigation�2012

webmaster@ali-aba.org (ALI-ABA) — Thu, 22 Mar 2012 04:00:00 EST

Employment law evolves constantly, in ways that can have a dramatic impact on your clients. Are you evolving, too? This course helps you stay abreast of all the important changes with:
•  Presentations by experts on the hottest topics, including Retaliation, Class Actions after Walmart, Whistleblowing Litigation, Social Networking, Electronic Discovery Problems, Protecting Valuable Assets from Departing Employees, and Evidentiary Problems
•  Updates on litigation brought under key federal legislation, including the ADA, FLSA, ERISA, and USERRA
•  Updates on sex and age discrimination litigation
•  Special presentations on Arbitration of Employment Disputes and Damages
•  Review of U.S. Supreme Court rulings and state law developments
•  Concurrent tracks for litigators and corporate counsel
•  Analysis and commentary by a U.S. Magistrate Judge, a jury consultant, an economic expert, an EEOC representative, the ombudsman for the Reserve Officers Association, two leading academics, and 14 prominent practitioners

The course also features a live mock case presented to a jury by skilled trial attorneys. A federal magistrate judge then charges the jury, and their deliberations are viewed live by the registrants and faculty via closed circuit TV. Comments follow from a jury selection expert, the judge, and a panel of practitioners. This is a unique opportunity to understand how juries work and whom to select.

Your cases can be affected by the key trends and developments analyzed in this course, including:

•  Legislation and Regulation. In the third year of the recession, the House majority rails against increasing regulation of employers as agency officials appointed by the President are vigorously enforcing the laws they administer and continue to implement major changes in the enforcement of federal employment-related laws at the EEOC, Department of Labor, OFCCP, and NLRB. The Department of Labor promises increased enforcement of wage and hour laws, the OFCCP is probing equal pay violations, the EEOC is filing many new cases involving disability discrimination, and the NLRB is offering protection for employees’ use of social media to criticize their employers.
•   Court Rulings. There have been many U.S. Supreme Court cases affecting employment and discrimination law, not to mention state law developments, retaliation litigation, and a dramatic increase in private wage and hour litigation under the FLSA and state laws, including many collective/class actions.
•   E-Discovery. The widespread use of hastily drafted, routinely deleted, but potentially troublesome email has generated litigation over employee privacy and created discovery problems for the courts. The courts also are faced with questions about limiting the discovery and disclosure of masses of emails and defendants’ obligations to troll for relevant but not privileged e-mails to comply with broad discovery demands.
•   Social Media. Employees’ use of social media like Facebook and Twitter both in the workplace and in non-work venues has created potential liability problems for employers. Courts are already grappling with social media claims, alleging employers’ invasion of privacy and employees’ right to criticize their employers on Facebook, Twitter, and other social media.
•   Litigation Trends. In an economy still beset by layoffs and bankruptcies, the courts are experiencing a tsunami of retaliation litigation by terminated employees, a plethora of mass/class wage and hour suits, and a new burden of proof scheme in reduction-in-force litigation. With the passage of the Wall Street Reform and Consumer Protection Act, popularly known as the Dodd-Frank Act, and the Commodities Futures Trading Commission Whistleblower Incentive Program, additional laws protect employees from retaliation and promote whistleblowing by offering cash incentives for the first to blow the whistle, as well as protection from retaliation.

This annual advanced course of study, comprising 16 hours of instruction, examines and analyzes these trends and developments.

Other highlights of the course include the Mock Jury Demonstration on Friday morning and concurrent sessions on Friday afternoon. Registrants have raved about past jury demonstrations, especially the part that allows them to view the jury deliberations. Litigators will love the concurrent afternoon sessions on the key evidentiary issues and electronic discovery issues that routinely confront litigators. Corporate counsel and defense counsel will be attracted to the concurrent sessions that address post-employment restrictions on competition, poaching of employees, protection of trade secrets, and the most important safeguards and pitfalls of drafting employee handbooks.

By popular demand, updates on state employment-related cases, and cases involving discrimination on the basis of sex, age, disability, ERISA, retaliation, and whistleblowing are reprised. A separate segment on damages in employment litigation includes sample jury instructions and calculations of front pay. A full hour is set aside for discussion of ethical problems in employment litigation.

Planning Chairs:

Peter M. Panken, Epstein Becker & Green, P.C., New York (also on faculty)

Kay H. Hodge, Stoneman, Chandler & Miller LLP, Boston (also on faculty)

Debra S. Katz, Katz, Marshall & Banks, LLP, Washington, D.C. (also on faculty)

Faculty:

Fred W. Alvarez, Wilson Sonsini Goodrich & Rosati, Palo Alto, California

Frank Cummings, Washington, D.C.; Lecturer, University of Virginia School of Law; (Charlottesville); Adjunct Professor of Law, John Marshall Law School (Chicago)

Christopher Erath, Ph.D., BLDS LLC, Natick, Massachusetts

John M. Facciola, U.S. Magistrate Judge, U.S. District Court, District of Columbia, Washington, D.C.

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

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

Bruce A. Fredrickson, Webster, Fredrickson, Correia & Puth, PLLC, Washington, D.C.

Christine Nicolaides Kearns, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C.

Carolyn S. Koch, Principal, Jury Solutions, LLC, Fairfax, Virginia

Carmelyn P. Malalis, Outten & Golden LLP, New York

Peggy R. Mastroianni, Legal Counsel, U.S. Equal Employment Opportunity Commission, Washington, D.C.

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

Victoria Phillips, Professor of the Practice of Law, Washington College of Law, American University, Washington, D.C.

Richard A. Salzman, Heller, Huron, Chertkof & Salzman, PLLC, Washington, D.C.

Jennifer M. Trulock, Baker Botts LLP, Dallas

Kenneth M. Willner, Paul Hastings LLP, Washington, D.C.

Samual F. Wright, Captain JAGC, USN (Ret.); Director, Service Members Law Center, Reserve Officers Association, Washington, D.C.

Jenny R. Yang, Cohen Milstein Sellers & Toll PLLC, Washington, D.C.

Washington Plaza Hotel

Advanced Estate Planning Techniques

webmaster@ali-aba.org (ALI-ABA) — Thu, 22 Mar 2012 04:00:00 EST

This course is not just about tax; faced with an increasingly litigious environment, registrants will appreciate the multiple sessions that review recent fiduciary litigation cases and past mistakes by estate planning professionals, with lessons to be learned in preparing estate plans to minimize the risk of litigation. In addition, the faculty looks at strategies to modify wills and trusts after formation, including decanting, modifications that have retroactive effect, and litigation settlements, all with an eye to curing problems that were not anticipated in the planning phase. Ethics credit is available and focuses on how to defuse ethical conflicts and reduce litigation exposure when acting as trustee or as an advisor to trustees. A particularly interesting topic is tax and estate planning for divorce, including same-sex marriages and domestic unions. Other topics include:

Reading and critiquing a valuation report, in anticipation of conflict with the government over valuation issues

Financing of life insurance

Portability and postmortem planning in the $5 million exclusion environment, including planning to make use of a married couple’s “extra” $8 million of exclusion that is available during 2012

This annual course features maximum give and take among faculty and experienced trust and estate practitioners from around the country. Because the topics and most of the faculty change every year, many registrants make this course their annual must attend event.

This course, comprising 15 hours of instruction with 1½ hours of ethics, emphasizes carefully selected topics that focus on the latest developments and that registrants will find a little different from most other estate planning programs. Time is reserved for the faculty to address registrants’ questions.

Planning Chairs:

Lawrence P. Katzenstein, Thompson Coburn LLP, St. Louis (also on faculty)

Jeffrey N. Pennell, Richard H. Clark Professor of Law, Emory University School of Law, Atlanta (also on faculty)

Faculty:

Dana G. Fitzsimons, Jr., McGuireWoods LLP, Richmond, Virginia

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

Sharon L. Klein, Managing Director and Head of Wealth Advisory, Lazard Wealth Management LLC, New York

Stephanie Loomis-Price, Winstead PC, Houston

Mary Ann Mancini, Bryan Cave LLP, Washington, D.C.

Carlyn S. McCaffrey, McDermott Will & Emery, New York

Joshua S. Rubenstein, Katten Muchin Rosenman LLP, New York

Domingo P. Such, III, McDermott Will & Emery, Chicago

ALI-ABA Staff Attorney: Kevin J. O’Connor, Associate Director, Office of Courses of Study

Westin San Francisco Market Street

Lawyer Professionalism: Identifying the Fundamental Values of Law Practice

webmaster@ali-aba.org (ALI-ABA) — Tue, 27 Mar 2012 04:00:00 EST

Topics include:

Defining professionalism: "Tradition" vs. "traditionalism," and the meaning of personal capital

The legal profession's changing tradition: Moving away from the model of a "club"

Putting the homilies of civility and pro bono commitment into perspective

Rethinking professionalism: Appreciating the relationship between law and modern "community"

The elements of professionalism: Excellence, integrity, accountability

And much more!

Originally presented on December 14, 2010

The practical importance of a positive professional reputation.

What is professionalism? Lawyers (and non-lawyers) toss the term around, but is the idea really understood? This unique webcast explores the depth and practical importance of this currently popular, but badly misunderstood, concept. Rather than repeat familiar homilies and advice, the program puts professionalism in a proper prospective, especially as it relates to "legal ethics."

Professionalism is actually about aspirations beyond the rules of ethics - the "personal capital" of a positive reputation that a lawyer needs to bring to any practice circumstance. It is about the values that senior attorneys try to instill in new attorneys, but have a difficult time articulating and justifying.

This entertaining and informative video webcast will begin with a description of the foundations of professionalism, develop the challenges it presents to the legal profession, and conclude by identifying and discussing in detail six values that define its substance.

Planning Chairs:

Faculty:

Ten Nerdy Things Lawyers Should Know About Electronic Evidence

webmaster@ali-aba.org (ALI-ABA) — Wed, 28 Mar 2012 04:00:00 EST

In this unique webcast, electronic evidence expert Craig Ball gives you a clear explanation of some of the most common, and often most confusing, technological features of digital forensics and e-discovery.

Topics include:

• Where Electronic Evidence Lodges

• Why Deleted Doesn't Mean Gone

• Pitfalls in Keyword Search and How To Avoid Them

• Easy Ways To Understand Technology Assisted Search

• Revealing Data Embedded in E-Mail

• How To Speak "Geek"

• Cutting Costs by Defensibly Cutting Volume

• Mounting a Successful Legal Hold

• And more!

Attendees will have an opportunity to ask the instructor questions via e-mail in the live question and answer session at the conclusion of the webcast. In addition, all registrants receive a set of downloadable course materials and free access to the archived online program later.

Ever wondered why deleted data isn't gone or heard someone use buzzwords like "hashing," "deduplication" or de-NISTing but had no clue what they were talking about? You're not alone. Electronic discovery--and its geeky little brother, computer forensics, are two of the biggest challenges facing parties in litigation. Both could be your strongest allies...or enemies. In a lively, plain-spoken presentation, Craig Ball uses animation and analogy to demystify the geeky mysteries of digital forensics and e-discovery in ways you'll understand and enjoy.

Planning Chairs:

Craig Ball of Austin is a Board Certified trial lawyer, certified computer forensic examiner, law professor and electronic evidence expert. He has dedicated his career to teaching the bench and bar about forensic technology and trial tactics. After decades in court, Craig limits his practice to serving as a court-appointed special master and consultant in computer forensics and electronic discovery, and to publishing and lecturing on computer forensics, emerging technologies, digital persuasion and electronic discovery. Craig writes the award-winning Ball in Your Court column on electronic discovery for Law Technology News and is the author of numerous articles on e-discovery and computer forensics, many available at www.craigball.com. Craig Ball has served as the Special Master or testifying expert in computer forensics and electronic discovery in some of the most challenging and celebrated cases in the U.S.

Faculty:

Corporate Taxation

webmaster@ali-aba.org (ALI-ABA) — Wed, 28 Mar 2012 04:00:00 EST

The program, comprising 15 hours of instruction, starts with basic merger and acquisition structures and their consequences, including:

taxable structures involving section 338(h)(10) elections and other basis step-up techniques

tax-free corporate reorganizations

section 351 acquisition structures

taxable and tax-free acquisitions involving disregarded entities

the treatment of contingent liabilities

The course also emphasizes complex issues and cutting-edge acquisition structures.

Among them are:

the use of corporate joint ventures, spin-offs, and other divestiture techniques

transactions involving escrowed and contingent consideration • structures to accommodate private equity investors

acquisitions and restructurings of troubled companies

special issues involving compensation obligations

post-acquisition restructurings

cross-border mergers and acquisitions

issues in joining and leaving a consolidated group

M&A structures involving pass-through entities

Beyond structures, the program also examines hot topics, current transactions, and the legislative horizon. This course is designed to help both in-house corporate tax counsel and managers and professionals practicing through firms. A special 90-minute session considers unique ethical issues and what every tax executive should know about tax opinions.

The course also features a keynote luncheon address by John Buckley, Former Chief Democratic Tax Counsel in the U.S. House of Representatives Committee on Ways and Means and Professor, Georgetown University Law Center. This program offers terrific networking opportunities, including a networking reception at the conclusion of Thursday’s instruction.

Time is reserved throughout the program to address registrants’ questions. An optional two-hour introductory session providing a summary of basic merger and acquisition structures is also offered the evening before the first full day of programming.

Your practice requires you to manage the full array of complex issues that arise when structuring corporate transactions. Our faculty of Treasury and IRS officials, practitioners from top notch law firms and major accounting firms, and in-house corporate tax lawyers and accountants will arm you with practical strategies and the latest techniques needed to do this skillfully and successfully.

Planning Chairs:

Julie A. Divola, Pillsbury Winthrop Shaw Pittman LLP, San Francisco (also on faculty)

Rose L. Williams, National M&A Transaction Advisory Services, Ernst & Young LLP, Washington, D.C. (also on faculty)

Philip B. Wright, Bryan Cave LLP, St. Louis (also on faculty)

LUNCHEON SPEAKER

John L. Buckley, Professor, Graduate Tax Program, Georgetown University Law Center, Washington, D.C.; Former Chief Tax Counsel, Committee on Ways and Means, U.S. House of Representatives

Faculty:

From the Government

Jennifer H. Alexander, Attorney-Advisor, Office of Tax Policy, U.S. Department of the Treasury, Washington, D.C.

William D. Alexander, Associate Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.

Kenneth E. Cohen, Senior Technician Reviewer, Branch 3, Office of Associate Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.

Stephen P. Fattman, Special Counsel to the Associate Chief Counsel (Corporate), Office of Chief Counsel, Internal Revenue Service, Washington, D.C.

Lisa Fuller, Chief, Branch 5, Office of Associate Chief Counsel (Corporate), Internal Revenue Service, Washington D.C.

Lee A. Kelley, Senior Counsel, Office of Tax Policy, U.S. Department of the Treasury, Washington, D.C.

Marie C. Milnes-Vasquez, Office of the Associate Chief Counsel, Internal Revenue Service, Washington, D.C.

Filiz A. Serbes, Chief, Branch 3, Office of Associate Chief Counsel (Corporate), Internal Revenue Service, Washington, D.C.

Brenda Zent, Attorney-Advisor, Office of International Tax Counsel, U.S. Department of the Treasury, Washington, D.C.

From Private Practice, Financial Institutions, Corporations, and Law Schools

Neil Barr, Davis Polk & Wardwell LLP, New York

Peter H. Blessing, Shearman & Sterling LLP, New York

Audrey Nacamuli Charling, Senior Tax Counsel, General Electric Company, Stamford, Connecticut

Marc A. Countryman, Ernst & Young LLP, San Francisco, CA

Robert J. Crnkovich, Ernst & Young LLP, Washington, D.C.

Jasper L. (Jack) Cummings, Jr., Alston & Bird LLP, Durham, North Carolina

Michael A. DiFronzo, PricewaterhouseCoopers LLP, Washington, D.C.; former Deputy Associate Chief Counsel (International - Technical), Office of Chief Counsel, Internal Revenue Service

Jonathan Forrest, Principal, Deloitte Tax LLP, Washington, D.C.

John N. Geracimos, Director, Washington National Tax, KPMG LLP, Washington, D.C.

Mark R. Hoffenberg, Principal-in-Charge, Corporate Group, Washington National Tax, KPMG LLP, Washington, D.C.

Kenneth E. Kempson, Senior Tax Counsel, Director of Tax Examination, General Electric Corporate Tax, Stamford, Connecticut

Philip J. Levine, McDermott Will & Emery LLP, Washington, D.C.

Joseph M. Pari, Dewey & LeBoeuf LLP, Washington, D.C.

Michael L. Schler, Cravath, Swaine & Moore LLP, New York

Mark A. Schneider, Principal, Deloitte Tax LLP, Washington, D.C.

Mark J. Silverman, Steptoe & Johnson LLP, Washington, D.C.

Eric B. Sloan, Co-Managing Principal, Passthroughs, National Tax Office, Deloitte Tax LLP, Washington, D.C.

Eric Solomon, Ernst & Young LLP, Washington, D.C.; former Assistant Secretary of Treasury, Office of Tax Policy, U.S. Department of the Treasury, Washington, D.C.

Lewis R. Steinberg, Managing Director, Head of Strategic Advisory (Investment Banking), Credit Suisse Securities (USA) LLC, New York

Dana L. Trier, Adjunct Professor in Taxation, University of Miami School of Law, Coral Gables, Florida

Robert H. Wellen, Ivins, Phillips & Barker, Chartered, Washington, D.C.

Michael J. Wilder, McDermott Will & Emery LLP, Washington, D.C.

Lowell D. Yoder, McDermott Will & Emery LLP, Chicago

ALI-ABA Staff Attorney: Kevin J. O’Connor, Associate Director, Office of Courses of Study

Pillsbury Winthrop Shaw Pittman LLP

Employee Manuals 101: Drafting for Success

webmaster@ali-aba.org (ALI-ABA) — Thu, 29 Mar 2012 04:00:00 EST

Chaired by Deborah Weinstein of The Weinstein Firm (Philadelphia, PA), this video webcast will cover:

Steps to take to construct an effective, legally compliant employee handbook

Tailoring the handbook to your client’s business, goals culture and workforce

Must-have policies, procedures and protocols and other critical components

Avoiding common pitfalls and mistakes – learn what not to do

Legal factors and considerations for compliance and risk control

Distribution, acknowledgment and updating

Joining Ms. Weinstein will be Andrea R. Kramer of the Law Offices of Andrea R. Kramer (Bala Cynwyd, PA), Steven Ludwig of Fox Rothschild LLP (Philadelphia, PA), Robert Haurin of The Weinstein Firm (Philadelphia, PA, ), and Eric Meyer of Dilworth Paxson LLP (Philadelphia, PA).

An essential skill for any employment attorney is the ability to draft an effective and legally compliant handbook for your clients. A well-written employee manual can be an employer’s most valuable legal and employee relations tool and a critical component of risk control and protection from costly liability and litigation.

To be effective, such a handbook must be constructed so that all policies, procedures and protocols are organized in one place for employees to reference and for management to turn to in case of a question or dispute.

The key to drafting an employee manual is to take the time to tailor it to the client’s business, goals, culture and workforce—which is what you will learn at this 2.5-hour interactive video program.

Planning Chairs:

Deborah Weinstein, Esquire, The Weinstein Firm, Philadelphia, PA

Faculty:

Andrea R. Kramer, Esquire, Law Offices of Andrea R. Kramer, Bala Cynwyd, PA

Steven K. Ludwig, Esquire, Fox Rothschild LLP, Philadelphia, PA

Robert J. Haurin, Esquire, The Weinstein Firm, Philadelphia, PA

Eric B. Meyer, Esquire, Dilworth Paxson LLP, Philadelphia, PA

ALI-ABA Staff Attorney: Harry Kyriakodis

Workplace Harassment: Policy, Prevention, and Investigations

webmaster@ali-aba.org (ALI-ABA) — Wed, 04 Apr 2012 04:00:00 EST

What constitutes sexual, age, disability, religious, national origin harassment

Dealing with managerial harassment that results in a tangible employment action

Prevention through policy

Prevention through training

The Investigation process

And more!

Originally presented November 17, 2011

Workplace harassment is and continues to be a problem for many of our employer clients. It occurs when an employer creates, condones, or permits a hostile, intimidating, or offensive work environment. Harassment may include unwelcome conduct that is based on sex, race, color, religion, national origin, age, disability, or genetic information that unreasonably interferes with an employee’s work performance or creates an intimidating, hostile, or offensive work environment.

Our panel of experts will give you practical tips, forms, and best practices to help employer clients recognize, prevent, and investigate workplace harassment.

Planning Chairs:

Moderator:

Cynthia Augello, Cullen and Dykman LLP, Garden City, New York

Faculty:

Katrina Grider, Katrina Grider and Associates, Cypress, Texas

Thomas B. Wassel, Cullen and Dykman LLP, Garden City, New York

Top Ten Pitfalls of Non-Profit Law

webmaster@ali-aba.org (ALI-ABA) — Thu, 05 Apr 2012 04:00:00 EST

Whether you are an experienced non-profit law practitioner or you have a different area of specialization, knowing how to deal with common pitfalls encountered in non-profit law is relevant to your practice—and your clients. Chaired by Virginia Sikes, partner at Montgomery McCracken (Philadelphia, PA), this video seminar will cover the following problem areas, among others:

Nonfunctional bylaws

Solicitation missteps

The "star" employee

Independent contractor issues

Indemnification without insurance

Joining Ms. Sikes will be Karl Emerson, Of Counsel at Montgomery McCracken (Philadelphia, PA).

This video webcast comes to you live on Thursday, April 5, 2012, 1:00 to 3:00 pm ET, via your computer. Registrants will be able to email questions to the faculty during the program (email questions to vquestions@ali-aba.org). Corresponding course material may be downloaded or viewed online, but might not be followed precisely by the speakers during the presentation.

Nonprofit-related litigation is increasing, despite the bad economy and other factors. This 2 hour video webcast—suitable for an intermediate level audience and those new to the field—will consider everyday problems encountered in non-profit law and how to avoid them. The experts teaching the program will draw on their extensive experience with nonprofits to highlight the common pitfalls of non-profit law practice.

Planning Chairs:

Virginia P. Sikes, Esquire, Partner, Montgomery McCracken, Philadelphia, PA

Faculty:

Karl E. Emerson, Esquire, Of Counsel, Montgomery McCracken, Philadelphia, PA

ALI-ABA Staff Attorney: Harry Kyriakodis

Limited Liability Entities: 2012 Update

webmaster@ali-aba.org (ALI-ABA) — Tue, 10 Apr 2012 04:00:00 EST

- Taxation: Update on new & proposed changes

- Tax statutes

- Taxation of compensation, including:

health insurance rates

investment income tax

- Series regulations

- Profits interests

- Economic substance doctrine

- Changes & adoptions of Uniform Limited Liability Company Act

- Delaware LLC Act, & other state laws

- Opinion letters

- Modification of operating agreement using side letters

- Update: Current state cases & other developments

- Single member LLCs: New uses & other developments

- Hybrid entities: What are the best vehicles for socially responsible businesses?

- Ordinary LLCs, benefit corporations, flexible purpose corporations, L3Cs

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.

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. You will receive access to the complimentary archived on-line program after April 10, 2012.

This new program will be recorded on March 30, 2012 and aired for the first time on April 10, 2012. Questions can be submitted via email and will be answered by the faculty in 48 hours.

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

Elisa Erlenbach Maas, Richards, Layton & Finger, Wilmington, Delaware

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

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

James J. Wheaton, General Counsel, Vice President, Legal and Governmental Affairs, Liberty Tax Service, Virginia Beach, Virginia

Charitable Giving Techniques

webmaster@ali-aba.org (ALI-ABA) — Thu, 12 Apr 2012 04:00:00 EST

Acquire the knowledge to advise your clients not just on compliance with past and proposed new regulations, but also on how they can incorporate a range of incentives into their ongoing financial planning.

Taught by a distinguished national faculty of experts in the field, this annual course, comprising at least 12 full hours of instruction, is 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, with practical applications and “tips from the trenches.”

This year’s program repeats a new approach that was extremely popular last year. The first half of the first day offers two tracks at different levels of complexity, allowing you to attend the track that is right for you. One track serves as a crash course or refresher in the basic aspects of charitable giving techniques. The alternative morning track is for those looking for more advanced analysis. Following the Thursday lunch break, all registrants come together for the remainder of the course, which focuses on more challenging issues and is taught at an advanced level, thereby allowing the faculty and registrants to delve more deeply into important topics, such as:

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

• Post mortem charitable planning

• Charitable giving tax pitfalls

• Life insurance

• Hot topics and case studies in planned giving

• Best practices in development – lessons learned

The faculty also spends a full hour discussing ethics problems that routinely challenge charitable giving practitioners.

• What opportunities and pitfalls do the current historically low interest rates mean for donors and charitable organizations: do you know that special opportunities are available for charitable lead annuity trusts, or that some donors cannot create charitable remainder annuity trusts at all?

• What additional regulations may supporting organizations and donor-advised funds have to contend with?

• What is the latest status of IRA charitable rollovers?

If you advise donors, charities, or organizations with planned giving programs, you must attend this course to get answers to these critical questions!

Repeated This Year: Basic and advanced dual tracks allow registrants to customize the course for their skill levels.

Planning Chairs:

Lawrence P. Katzenstein, Thompson Coburn LLP, St. Louis (also on faculty)

Jerry J. McCoy, Law Office of Jerry J. McCoy, Washington, D.C. (also on faculty)

Faculty:

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

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

Lawrence Brody, Bryan Cave LLP, St. Louis

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

Paul S. Lee, National Managing Director, Bernstein Global Wealth Management, New York

Conrad Teitell, Cummings & Lockwood LLC, Stamford, Connecticut

Mary Lee Turk, Levin Schreder & Carey Ltd., Chicago

ALI-ABA Staff Attorney: Kevin O’Connor, Associate Director, Office of Courses of Study

Millennium Knickerbocker

Time Management in the Digital Age

webmaster@ali-aba.org (ALI-ABA) — Tue, 17 Apr 2012 04:00:00 EST

Within the context of a busy legal practice, you'll explore:

Using Technology to Increase Your Efficiency and Effectiveness

Using Technology to Manage the Details

Using Technology to Focus on the Big Picture

Using Technology to Enhance Your Work Performance

Ways to Avoid Wasting Time Due to Technology

Preventing Technology from Taking Over Your Life

How Different Generational Cohorts Use Technology and Ways to Manage Those Differences

Overview of Generational Theory

Some Key Implications of Generational Theory

How to Multitask Effectively

Different Types of Multitasking

Implications and Effects of Multitasking

When and How to Multitask

When and How Not to Multitask

This seminar gives you the opportunity to submit questions via email and answers will be sent back by Meg Spencer Dixon in 3 Business days the program

When it comes to time management in the 21st century, technology is at times our dearest friend, at times our worst enemy. This seminar focuses on time management techniques that help you tame this ever-present frenemy by maximizing its benefits while minimizing its drawbacks.

In this addition to the series of solution-oriented Organization and Time Management for Lawyers webcasts, nationally known time management expert and lawyer Meg Spencer Dixon offers time-saving strategies and practical tips designed to help you make the most of your time in today's digital age.

Find out how to better balance your professional and personal time in the age of 24/7 availability

Learn strategies for focusing on the big picture while still managing the details

Discover how to get the most out of technology without letting it take over your life

Understand how different generations tend to use technology, and how they can learn to work together across the digital divide

Finally, learn how to multitask effectively -- and when to avoid multitasking at all -- to maximize your productivity.

This seminar was originally recorded on November 19, 2010

Planning Chairs:

Faculty:

Planning Techniques for Large Estates

webmaster@ali-aba.org (ALI-ABA) — Mon, 23 Apr 2012 04:00:00 EST

Planning for large estates continues to be a technically demanding and dynamic area of practice. The more assets clients have, the more complex their estate plan may need to be, as their assets may be more diversified and therefore face differing tax consequences. This course, comprising over 32 hours of instruction, deals with the most sophisticated problems and considerations unique to planning large estates.

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 as well as practical planning strategies. The discussions are conducted on a transactional basis, with emphasis on changing factual patterns rather than on bare principles of law or statutory provisions.

Topics include:

- Funding education

- Distributions from qualified plans and IRAs

- Perpetual dynasty trusts

- Business succession planning

- Charitable planning

- Life insurance

- Valuation issues

- Ethics and fiduciary litigation (two hours)

- And much more!

This unique, week-long intensive program, presented in Boston for the first time, provides the tools needed to properly protect your wealthy clients' assets in life and in death, while minimizing estate taxes, creditor claims, and disputes among heirs. With on-site attendance limited to 60 registrants, you’ll have an exciting educational experience where you can trade and discuss ideas with your peers and a highly experienced faculty of trust and estate practitioners, drawn from law firms, professional services organizations, banks, and law schools across the country.

Planning Chairs:

Malcolm A. Moore, Davis Wright Tremaine LLP, Seattle (also on faculty)

Steve R. Akers, Managing Director, Bessemer Trust, Dallas (also on faculty)

PLANNING CHAIR EMERITUS

Mervin M. Wilf, Philadelphia

Faculty:

Ronald D. Aucutt, McGuireWoods LLP, Tysons Corner, Virginia

Susan T. Bart, Sidley Austin LLP, Chicago

Carol A. Cantrell, CPA, Cantrell & Cowan, PLLC, Houston

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

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

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

Stephanie Loomis-Price, Winstead PC, Houston

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 H. 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

Kathleen R. Sherby, Bryan Cave LLP, St. Louis

R. Eric Viehman, Ytterberg Deery Knull LLP, Houston

ALI-ABA Staff Attorney: Kevin O’Connor, Associate Director, Office of Courses of Study

Omni Parker House Hotel

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

webmaster@ali-aba.org (ALI-ABA) — Wed, 25 Apr 2012 04:00:00 EST

This annual advanced course of study, presented in Chicago for the first time and comprising more than 15 hours of instruction, examines the most important aspects of pension, profit-sharing, welfare, and other compensation plans, including recent developments in litigation, legislation, and federal regulations, enforcement, and guidance. Top private practitioners, other benefits specialists, and current and former government speakers, including a representative from the Treasury Department, provide their insights on the latest issues and will be 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:

• Employee Stock Ownership Plans (ESOPs)

• Anti-Cutback Rule

• Employee Benefits in Mergers and Acquisitions

• International Issues

• Ethics in Representing Plans and Employers (one hour)

• Executive Compensation

• And much, much more!

The course also provides opportunities to network with like-minded colleagues from around the country, including a reception following the conclusion of the first day’s presentations.

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

Are you current on all the latest health care reform-related legislation and guidance? Do you know what drafting changes must be implemented?

What important employee benefits decisions have come out of the courts?

What are the best practices for offering leaves of absence?

What are the new requirements for determination letter requests?

What’s the latest with the Department of Labor’s proposed redefinition of a “fiduciary” under the Employee Retirement Income Security Act (ERISA)?

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

Planning Chairs:

Pamela Baker, SNR Denton, Chicago (also on faculty)

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

Faculty:

Hisham M. Amin, Groom Law Group, Chartered, Washington, D.C.

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

Gregory K. Brown, Katten Muchin Rosenman LLP, Chicago

T. David Cowart, SNR Denton, Dallas

Julie Durkin, Senior Consulting Actuary, Towers Watson, Chicago

Jennifer E. Eller, Groom Law Group, Chartered, Washington, D.C.

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

Kevin P. Knopf, Attorney-Adviser, Office of Benefits Tax Counsel, U.S. Department of the Treasury, Washington, D.C.

Andrew C. Liazos, McDermott Will & Emery, Boston

Doreen E. Lilienfeld, Shearman & Sterling LLP, New York

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

Tamara M. Simon, Washington Resource Group, Mercer LLC, Washington, D.C.

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

Additional faculty to be confirmed

Millennium Knickerbocker Hotel

Criminal Enforcement of Environmental Laws

webmaster@ali-aba.org (ALI-ABA) — Thu, 26 Apr 2012 04:00:00 EST

The course does more than just talk about developments in enforcement policy and practice. The faculty includes both government attorneys and private practitioners, nearly all of whom have prosecutorial experience. They analyze how cases are brought and offer insights on how lawyers, whether in firms or corporate legal departments, can best serve their clients at various stages of proceedings, from internal investigation to trial to post-trial. The course helps lawyers better respond to environmental criminal investigations and prosecutions; communicate with their clients, including corporate officers and the board of directors; and negotiate and resolve matters with the government.

Representatives from the U.S. Environmental Protection Agency, Environmental Crimes Section at the U.S. Department of Justice, National Oceanic and Atmospheric Administration, and private sectors talk about current developments in criminal enforcement of environmental laws, typically including:
   •  What to do after the EPA shows up in moon suits with a search warrant.
   •  What to do after EPA and DOJ have rejected the defense proposal of a civil resolution.
   •  What are the real consequences of conviction for any environmental crime?
   •  Where will EPA criminal enforcement be putting its resources in the future?

   •  Will fracking (hydraulic fracturing of natural gas) be fertile ground for environmental criminal enforcement? Can 20th Century pollution laws cope with 21st Century technology?
   •  What has been the record of the Obama Administration on environmental criminal enforcement?
   •  Is your guitar evidence of an environmental crime? Does the Lacey Act signal a new round of enforcement for international protections of the environment?

This annual advanced one-day course of study provides the only comprehensive discussion of environmental crimes in the country. It is not just for lawyers whose clients have been stung – who are involved in real or potential exposure to criminal sanctions. It is also for lawyers whose clients are in the hive – whose very businesses necessarily involve environmental issues, whether because they are manufacturers; because they hold or develop real estate; or because their businesses involve the use, transportation, or storage of material that can give rise to environmental liability.

Planning Chairs:

Joseph G. Block, Venable LLP, Washington, D.C. (also on faculty)

Judson W. Starr, Venable LLP, Washington, D.C. (also on faculty)

KEYNOTE SPEAKERS

Cynthia Giles, Assistant Administrator, Office of Enforcment and Compliance Assurance, U.S. Environmental Protection Agency, Washington, D.C.

Ignacia S. Moreno, Assistant Attorney General, Environment and Natural Resources Division, U. S. Department of Justice, Washington, D.C.

Faculty:

Additional faculty from both the government and private sectors to be confirmed

FROM THE GOVERNMENT

Thomas T. Ballantine, Counsel, Environmental Crimes Section, Environment and Natural Resources Division, U.S. Department of Justice, Washington, D.C.

Henry Barnet, Director, Office of Criminal Enforcement and Training, U.S. Environmental Protection Agency, Washington, D.C. (invited)

Benjamin Friedman, Deputy General Counsel, National Oceanic and Atmospheric Administration, Washington, D.C.

Andrew D. Goldsmith, National Criminal Discovery Coordinator, Office of the Deputy Attorney General, U.S. Department of Justice, Washington, D.C.

Stacey H. Mitchell, Chief, Environmental Crimes Section, Environment and Natural Resources Division, U.S. Department of Justice, Washington, D.C.

Richard A. Pelletier, Suspending and Debarring Official, Suspension and Debarment Program, U.S. Environmental Protection Agency, Washington, D.C.

Richard A. Udell, Senior Trial Attorney, Environmental Crimes Section, Environment and Natural Resources Division, U.S. Department of Justice, Washington, D.C.

PRIVATE PRACTITIONERS

David T. Buente, Jr., Sidley Austin LLP, Washington, D.C.

Donald A. Carr, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C.

Charles A. DeMonaco, Fox Rothschild LLP, Pittsburgh

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

W. Warren Hamel, Venable LLP, Baltimore, Maryland

Thomas J. Kelly, Jr., Venable LLP, Washington, D.C.

David S. Krakoff, Buckley Sandler LLP, Washington, D.C.

Gregory F. Linsin, Blank Rome LLP, Washington, D.C.; former Special Litigation Counsel, Environmental Crimes Section, U.S. Department of Justice

W. Bruce Pasfield, Alston & Bird LLP, Washington, D.C.; former Assistant Chief, Environmental Crimes Section, U.S. Department of Justice

Ronald A. Sarachan, Drinker Biddle & Reath LLP, Philadelphia

Steven P. Solow, Katten Muchin Rosenman LLP, Washington, D.C.

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

Venable LLP

Commercial Lending Today

webmaster@ali-aba.org (ALI-ABA) — Thu, 26 Apr 2012 04:00:00 EST

The course brings you up to date on:

Agents and Other Holders of Notes and Mortgages; Transfer Process and Administration

Article 8 Issues: Transfers and Opinion Letters

Recent Commercial Law Cases

Ethical Issues: Opinion Letters; Representing Creditor Groups (one hour)

Impact of Dodd-Frank on the Credit Exposures of Debtors and Creditors of Systemically Important Financial Institutions

Intercreditor Agreements

Amendments to UCC Article 9

Security Interests in Investment Property/Deposit Accounts

Swaps and Derivatives in Secured Transactions

Workout Strategies for Secured Creditors and Investors in Chapter 11 and Other Insolvency Proceedings

Stern v. Marshall

The emphasis is on practical problems and their resolution under the UCC and other related law. More specifically, the course provides valuable tools for practitioners needing to keep current with the substantive developments in secured lending as affected by the UCC and other applicable commercial law, with particular attention to hazards facing lenders in the current economic environment.

Get current on the latest developments in the turbulent field of commercial lending, including workout strategies, amendments to UCC Article 9, and how current practice affects the relationships among competing creditors.

This advanced course of study, composed of more than 12 hours of instruction, constitutes the consolidation of two highly regarded annual ALI-ABA programs, Commercial Lending and Banking Law and The UCC and Beyond. This course offers the best of both of those programs.

The course features an outstanding, national faculty - more than 20 speakers - with a strong practical background. Faculty members have unparalleled experience in developing and drafting the new laws and in guiding major banks and other lenders through some of the most significant transactions and controversies in the industry. The faculty includes the Reporters and members of the Drafting Committees for the recent amendments to Article 9, as well as practitioners with special expertise in newly developing issues and problems.

At the same time that legislative action (including Dodd-Frank) is changing the face of commercial law, courts continue to change the rules as well. One session is devoted to the consequences of the U.S. Supreme Court decision in Stern v. Marshall. In addition, the ever popular “Commercial Law Developments” session of this course enables you to understand how various other recent court decisions will affect your clients.

Course materials are tied closely to the realities of practice in this ever-changing area of the law.

Registrant participation in the discussions following each presentation is encouraged, and time is reserved for questions and answers.

Planning Chairs:

Patrick A. Guida, Duffy & Sweeney, Ltd., Providence, Rhode Island (also on faculty)

Harry C. Sigman, Los Angeles (also on faculty)

Faculty:

Michael Evan Avidon, Moses & Singer LLP, New York

Martin J. Bienenstock, Dewey & LeBoeuf LLP, New York

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

Neil B. Cohen, Jeffrey D. Forchelli Professor of Law, Brooklyn Law School, Brooklyn; Research Director, Permanent Editorial Board for the Uniform Commercial Code

Robert L. Cunningham, Jr., Gibson, Dunn & Crutcher LLP, New York

Jeffrey H. Davidson, Stutman Treister & Glatt, Los Angeles

Joanne De Silva, Bingham McCutchen LLP, New York

William Freivogel, Chicago

Mark I. Greenberg, Sidley Austin LLP, Chicago

Allan L. Gropper, Judge, U.S. Bankruptcy Court, New York

Randall D. Guynn, Davis Polk & Wardwell LLP, New York

Teresa Wilton Harmon, Sidley Austin LLP, Chicago

Steven L. Harris, Professor of Law, Chicago-Kent College of Law, Chicago

Richard B. Levin, Cravath Swaine & Moore LLP, New York

Sally S. Neely, Sidley Austin LLP. Los Angeles

Sandra M. Rocks, Cleary Gottlieb Steen & Hamilton LLP, New York

Reade H. Ryan Jr., Shearman & Sterling LLP, New York

Edwin E. Smith, Bingham McCutchen LLP, Boston and New York

Steven O. Weise, Proskauer Rose LLP, Los Angeles

George M. Williams jr, Dewey & LeBoeuf LLP, New York

ALI-ABA Staff Attorney: Kevin O’Connor, Associate Director, Office of Courses of Study

InterContinental New York Times Square

Commercial Real Estate Defaults, Workouts, and Reorganizations

webmaster@ali-aba.org (ALI-ABA) — Wed, 02 May 2012 04:00:00 EST

Are you prepared to handle the growing surge in commercial real estate defaults? The best professionals anticipate change, and this course prepares real estate attorneys and other real estate professionals to handle the surge in commercial defaults — with instruction from our panel of preeminent real estate and bankruptcy experts.

This practical course, comprising more than 19 hours of instruction, is developed against a background of the changes to the national financial systems, the failure of significant financial institutions and securitized financing structures, current bankruptcy practice, and the applicable law as it exists and continues to develop with unprecedented speed.

This course features discussion and analysis by our panel of experts of the key issues confronting real estate professionals in today’s troubled market, including:
   •  Negotiation and Documentation of a Workout: Restructuring a Defaulted Conventional Real Estate Loan and a Securitized Real Estate Loan
   •  Dealing with the FDIC and Other Agencies in Workouts
   •  How to Deal with the Increase in Maturity Defaults in a Still Troubled Financing Market
   •  Dealing with a Failing Financial Institution and Minimizing the Risk of Becoming an Institution-Affiliated Party
   •  Applicable Provisions of the Bankruptcy Code, State Statutes, and Case Law
   •  Tax Issues in Workouts: How To Use Them and Avoid Them
   •  Using Bankruptcy To Restructure Projects
   •  Workouts of Public-Private Deals or Those Having Government Participation
   •  Bankruptcy Sales of Multiple Leasehold and Fee Properties
   •  Negotiation Strategies and Their Impact on the Participants
   •  Using Receivers in Workouts
   •  Strategies for Use by Mezzanine and Other Subordinate Lenders
   •  Sales of Notes Secured by Real Estate

Ample opportunity is provided for registrants to participate by submitting questions, problems, and comments, both in advance of and during the program. The faculty integrates its responses to registrants' written questions into the course discussion and also provides designated times during the course to address questions.

Planning Chairs:

John D. Hastie, Phillips Murrah P.C., Norman, Oklahoma

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

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

Faculty:

Bethany M. Burns, Senior Attorney, Federal Deposit Insurance Corporation, Washington, D.C.

Robert C. Feldman, Lecturer in Law, UCLA School of Law, Los Angeles

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

David R. Kuney, Sidley Austin LLP, Washington, D.C.

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

Leopold Z. Sher, Sher Garner Cahill Richter Klein & Hilbert, LLC, New Orleans

Jason O. Zeigler, Hunton & Williams LLP, Washington, D.C.

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

The Westin New Orleans Canal Place

Wetlands Law and Regulation

webmaster@ali-aba.org (ALI-ABA) — Thu, 03 May 2012 04:00:00 EST

A top-flight faculty of senior public officials, experienced private practitioners, government prosecutors and defense attorneys, and public interest advocates provide an unparalleled update on the law for the experienced practitioner and an overview of the basic substantive law and practice issues for the less experienced practitioner.

If your clients do any construction, planning, or conservation, you need to know the complex federal laws regulating wetlands and other waters, including the latest developments concerning “waters of the United States.” Practitioners who advise or work in many sectors of the national economy – agriculture, construction and land development, government regulation, forestry, mining, highway and other transportation, public works, recreation, and utilities, to name a few – must know the laws and regulatory programs dealing with the protection of wetlands and other waters.

Are you on top of the latest developments in wetlands law?

Planning Chairs:

Virginia S. Albrecht, Hunton & Williams LLP, Washington, D.C. (also on faculty)

Jeff B. Kray, Marten Law PLLC, Seattle

James M. McElfish, Jr., Senior Attorney and Director, Sustainable Use of Land Program, Environmental Law Institute, Washington, D.C.

Margaret N. Strand, Venable LLP, Washington, D.C. (also on faculty)

KEYNOTE SPEAKER

John C. Cruden, President, Environmental Law Institute, Washington, D.C.

Faculty:

Deidre G. Duncan, Hunton & Williams LLP, Washington, D.C.

David A. Evans, Director, Wetlands Division, U.S. Environmental Protection Agency, Washington, D.C.

Margaret (Meg) Gaffney-Smith, Chief, Regulatory Program, U.S. Army Corps of Engineers, Washington, D.C.

Jan Goldman-Carter, Wetlands and Water Resources Counsel, National Advocacy Center, National Wildlife Federation, Washington, D.C.

Timothy J. Hagerty, Frost Brown Todd LLC, Louisville, Kentucky

Ruth Hamilton Heese, Senior Assistant Attorney General, Environmental Section, State of Alaska Department of Law, Juneau

Lawrence R. Liebesman, Holland & Knight LLP, Washington, D.C.

Stephen L. Samuels, Assistant Chief, Environmental Defense, U.S. Department of Justice, Washington, D.C.

Mary D. Shahid, Nexsen Pruet LLC, Charleston, South Carolina

Lance D. Wood, Assistant Chief Counsel, Environmental Law and Regulatory Programs, U.S. Army Corps of Engineers, Washington, D.C.

Additional faculty to be confirmed

ALI-ABA Staff Attorney: Kevin J. O’Connor, Associate Director, Office of Courses of Study

Hunton & Williams LLP

Species Protection: Critical Legal Issues

webmaster@ali-aba.org (ALI-ABA) — Fri, 04 May 2012 04:00:00 EST

This advanced course of study, comprising nearly 9 hours of instruction, has been designed to provide both a primer on the federal ESA and detailed discussions of ESA provisions and related issues/developments. Top federal officials and practitioners provide up-to-date perspectives on current regulatory and legislative proposals and case law developements. An optional introductory lecture outlines the basic structure of the ESA and its key provisions. A full optional hour of ethics instruction is offered over the lunch break.

Other course segments examine:

• Species listing

• Recovery planning

• Designation of critical habitat

• Landowner incentives

• Incidental takings

• Interagency consultation under the federal Act

• Emerging issues of climate change and the ESA, including under avian protection laws

Endangered Species Act (ESA) issues are now common and significant considerations in land, water, and energy development activities in many parts of the nation. The Act’s provisions also heavily affect other key economic activities, such as timber harvesting, agriculture, aquaculture, electric power generation, and coastal development. Major lawsuits have been filed challenging the application and even the constitutionality of the ESA. To call the ESA the veritable “800-pound gorilla” of environmental legislation is to understate the Act’s importance to the species, agencies, landowners, developers, and citizens that fall within the ambit of the broadly worded legislation.

A diverse faculty drawn from the ranks of practicing attorneys in the private bar and attorneys and related professionals in government, the public interest community, academia, and corporate settings ensures full coverage of the Act and of the legal and policy considerations that underlie it.

Planning Chairs:

Donald C. Baur, Perkins Coie LLP, Washington, D.C.

Lawrence R. Liebesman, Holland & Knight LLP, Washington, D.C. (also on faculty)

KEYNOTE SPEAKER

Michael Bean, Counselor to the Assistant Secretary of the Interior, Fish, Wildlife and Parks, Washington, D.C.

Faculty:

Nicole Alt, Chief, Division of Conservation and Classification, U.S. Fish and Wildlife Service, Arlington, Virginia

Seth M. Barsky, Chief, Wildlife and Marine Resources Section, Environment and Natural Resources Division, U.S. Department of Justice, Washington, D.C.

Alan M. Glen, Smith, Robertson, Elliott, Glen, Klein & Douglas LLP; Austin, Texas

Eric Glitzenstein, Meyer Glitzenstein & Crystal, Washington, D.C.

Norman D. James, Fennemore Craig, P.C., Phoenix

John F. Kostyack, Senior Counsel, National Wildlife Federation, Washington, D.C.

Ya-Wei Li, Endangered Species Policy Analyst, Defenders of Wildlife, Washington, D.C.

Erika Eaton Malmen, Perkins Coie LLP, Boise, Idaho

Monica Medina, Principal Deputy Undersecretary for Oceans and Atmosphere, National Oceanic and Atmospheric Administration, Washington, D.C.

Patrick A. Parenteau, Senior Counsel to the Environmental and Natural Resources Law Clinic and Professor of Law, Vermont Law School, South Royalton

Steven P. Quarles, Crowell & Moring LLP, Washington, D.C.

J.B. Ruhl, David Daniels Allen Distinguished Chair in Law, Vanderbilt University Law School, Nashville

Jason C. Rylander, Senior Staff Attorney, Defenders of Wildlife, Washington, D.C.

P. Lynn Scarlett, Visiting Scholar and Co-Director, Center for the Management of Ecological Wealth, Resources for the Future, Washington, D.C.

Janice M. Schneider, Latham & Watkins LLP, Washington, D.C.

Margaret N. Strand, Venable LLP, Washington, D.C.

Patricia L. Wells, General Counsel, Denver Water, Denver

ALI-ABA Course Attorney: Kevin J. O’Connor, Associate Director, Office of Courses of Study

Hunton & Williams LLP

Using Acting Techniques for Powerful Advocacy

webmaster@ali-aba.org (ALI-ABA) — Mon, 07 May 2012 04:00:00 EST

How to make your presentation more lively

Using your body language to make a point

Improving your voice

The power of eye contact

Playing with pace and pausing

And more!

Last presented on January 24, 2012

Participants are encouraged to submit questions in advance and/or during the webcast. Click vquestions@ali-aba.org to email your questions. Questions will be answered via email within 48 hours of the program.

“A mediocre speech supported by all the power of delivery is more impressive than the best speech unaccompanied by such power.” Quintilian

Whether in the courtroom or the boardroom, lawyers frequently are "on-stage," using the spoken word to win over a client or defeat an opponent. To persuade an audience, you must do more than simply write an effective presentation. You must bring it to life. In this concise, thought-provoking webcast, Molly Bishop Shadel, a professor of oral advocacy with a background in theater, offers a step-by-step approach to help you deliver an oral presentation well. This unique video webcast draws from the world of the theater to offer you tips and techniques to turn your words on the page into something memorable.

Planning Chairs:

Faculty:

Fundamentals of Employee Benefits Law

webmaster@ali-aba.org (ALI-ABA) — Wed, 16 May 2012 04:00:00 EST

The course provides the perfect vehicle for lawyers, accountants, actuaries, third-party administrators, and consultants to gain a basic understanding of the rules that apply to qualified retirement plans as well as some of the special rules that apply to health and welfare plans covered by the Employee Retirement Income Security Act of 1974 (ERISA). Particular emphasis is placed on the application of the Internal Revenue Code to qualified retirement plans.

A small faculty of experienced practitioners takes the complex web that is ERISA and makes it accessible to registrants inexperienced in the area. The program makes the complexities of employee benefits compliance, administration, design, and policy understandable.

Registrants have access to the small faculty both during and between sessions as well as during the extensive question and answer sessions. In addition, a reception for registrants and faculty following the conclusion of Wednesday’s program provides networking opportunities as well as a chance to speak directly with the faculty about particular legal issues.

Do you know:

• The ins and outs of designing, adopting, and maintaining a Section 401(k) plan?

• The differences between a defined benefit and a defined contribution plan, and how you can help your clients decide which is better for them?

• Why it’s critical to identify all entities that are related to your client, regardless of their form?

• How a Roth 401(k) plan differs from a Traditional 401(k) plan, and how contributions from a Traditional 401(k) plan can now be converted into Roth contributions?

• How to help your client keep plan loans in compliance?

• How to determine who is a fiduciary and help your clients avoid fiduciary breaches, including those involving excessive fees?

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

This annual course of study, comprising more than 17 hours of instruction, familiarizes both nonspecialists, and those who would like to be specialists, with the basic laws and regulations governing employee pension and welfare benefit plans.

Planning Chairs:

Pamela D. Perdue, Summers Compton Wells P.C., St. Louis (also on faculty)

Faculty:

Brian W. Berglund, Bryan Cave LLP, St. Louis

Michael A. Laing, Taft, Stettinius & Hollister LLP, Cincinnati

Cynthia A. Van Bogaert, Boardman & Clark LLP, Madison, Wisconsin

Roberta Casper Watson, Trenam, Kemker, Scharf, Barkin, Frye, O’Neill & Mullis, P.A., Tampa

ALI-ABA Staff Attorney: Kevin J. O’Connor, Associate Director, Office of Courses of Study

Washington Marriott Metro Center

Taking and Defending the Deposition

webmaster@ali-aba.org (ALI-ABA) — Tue, 22 May 2012 04:00:00 EST

Topics include:

preparing your witness (and yourself)

posing general background questions

when and how to object or instruct the witness not to answer (and how to respond when opposing counsel does this)

using exhibits

refreshing recollection

preserving privileges

protecting your witness when defending a deposition

Attend this encore video webcast and submit your questions in advance and/or during the program. Email your questions to vquestions@ali-aba.org. Please put "Faculty Question in the subject line. Answers will be provide by orignal faculty within three business days.

Learn proven techniques and strategies for taking and defending depositions from two of the nation's top litigation skills experts!

Attend this practical and entertaining program to get the tools you need to depose a witness confidently! This unique seminar is useful for newer lawyers looking to get a leg up on common deposition problems they will encounter in their litigation practice, as well as for more experienced attorneys seeking additional grounding in deposition strategies. Using a mock video deposition as a springboard for in-depth discussion, a team of nationally-known instructors demonstrate the dos and don'ts of deposing witnesses while offering useful tips and pointers on how to avoid common deposition pitfalls. Application of the Federal Rules of Civil Procedure, the Federal Rules of Evidence, and important cases such as Frye and Daubert are also discussed.

Planning Chairs:

David A. Sonenshein is a Professor of Law at Temple University's Beasley School of Law. An experienced teacher of deposition skills, evidence, and trial advocacy, Professor Sonenshein has taught trial skills to attorneys across the United States. He is the co-author of Trial Evidence: Making and Meeting Objections (NITA, 1990) with Anthony J. Bocchino and JoAnne A. Epps, as well as co-author with Anthony J. Bocchino of A Practical Guide to Federal Evidence: Objections, Responses, Rules, and Practice Commentary (NITA, 9th ed., 2009) and Federal Rules of Evidence with Objections (NITA, 1995). Professor Sonenshein also co-authored the evidence casebook, Principles of Evidence, with Irving Younger and Michael Goldsmith (Anderson Publishing Co., 4th Ed., 2000).

Howard Bruce Klein specializes in white collar criminal defense work, civil litigation, and qui tam litigation in his own law firm. He also is the Director of ALI-ABA In-House, teaching deposition skills, evidence, and trial advocacy to law firms and government agencies nationwide. Mr. Klein is a highly regarded trial lawyer and teacher, formerly a partner and chair of the litigation department at the firm of Blank Rome LLP in Philadelphia. He also is a former federal prosecutor, having served as Chief of the Criminal Division of the U.S. Attorney's Office for the Eastern District of Pennsylvania. Mr. Klein teaches trial advocacy and evidence as an Adjunct Professor of Law at Temple University School of Law, and has taught for the National Institute for Trial Advocacy and for the Attorney General's Advocacy Institute. He is the author of the litigation casefile, Fogarty & James v. Portex Communications, Inc., (ALI-ABA, 2003), used in deposition, motion practice, and trial advocacy programs, and of the Deposition Guidebook (ALI-ABA, 2007). Mr. Klein has written and lectured extensively on the topics of trial advocacy, deposition training, and the criminal justice system. He is listed in Pennsylvania Super Lawyers and in The Best Lawyers in America.

Faculty:

Fundamentals of Securities Law

webmaster@ali-aba.org (ALI-ABA) — Thu, 31 May 2012 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
   •   The Dodd-Frank Wall Street Reform and Consumer Protection Act: Key Securities Provisions
An overview of the Act and the most significant expansions and enhancements of federal securities regulation, plus specific attention to the changes in private placements, the re-emergence of state securities regulation, broadened liability provisions, shareholder access to corporate decision-making, and compensation matters
   •   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

This is the most comprehensive securities fundamentals course on the market!

The course is designed for in-house counsel, business lawyers in private practice, and commercial litigators who are unfamiliar with current federal securities regulation and who want to learn securities law from the best teachers and practitioners. It’s taught by the giants in the field, leaders repeatedly rated among ALI-ABA’s best CLE instructors.

It’s also designed for those who want a refresher course in securities law and those who want an update on recent developments. If you are unfamiliar with the changes in law and regulation under the Dodd-Frank Act, recent proposals for expanding private offering exemptions, or recent developments in the law of insider trading, or you haven’t followed the amendments and interpretations of SEC rules for securities offerings, private offerings, and resales of restricted securities and the unprecedented explosion of current civil and criminal enforcement efforts, then this is the course for you!

For close to 40 years, ALI-ABA has educated lawyers on the basic structure and concepts of the federal securities laws. Securities law — including the minefields laid by Sarbanes-Oxley, the Dodd-Frank Act, and the new and proposed regulatory enhancements and enforcement theories — is an intensely complex field with enormous influence on the law and the economy, and this is the only 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, comprising 12 full hours of instruction , 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 registrants 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., London, and Sao Paulo (also on faculty)

Thomas Lee Hazen, Cary C. Boshamer Distinguished Professor of Law, University of North Carolina School Of Law, Chapel Hill, North Carolina (also on faculty)

Faculty:

Denise R. Cade, Senior Vice President, General Counsel and Corporate Secretary, SunCoke Energy, Lisle, Illinois

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 Lovells US LLP, New York and Baltimore

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

The Bar Association of San Francisco (BASF)

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

webmaster@ali-aba.org (ALI-ABA) — Mon, 11 Jun 2012 04:00:00 EST

Today’s troubled real estate market affects every aspect of all commercial real estate leases. A tidal wave of defaults and bankruptcies compels careful planning and drafting, not to mention new strategies. In this market, it is essential to be fully versed in the traditional and the emerging issues.

This long-running, highly praised course from ALI-ABA — updated and renewed every year — is more timely than ever. Composed of 13 hours of instruction, it covers the key issues involved in negotiating office leases, retail leases, ground leases, assignments, and subleases in this complicated and problematic market. It also shows you how to handle defaults; insurance issues; green leases; and subordination, non-disturbance, and attornment agreements.

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 subleases
   •  Insurance
   •  Office leasing
   •  Retail leasing
   •  Working out "distressed" leases
   •   “Green leases”
   •  Subordination, non-disturbance, and attornment agreements
   •  Work letters and construction
   •  Defaults and bankruptcy
   •  Ethics and professional responsibility (one hour)

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

Planning Chairs:

Richard R. Goldberg, Ballard Spahr LLP, Philadelphia (also on faculty)

Mark A. Senn, Senn Visciano Canges P.C., Denver (also on faculty)

Faculty:

Peter Aitelli, Morrison & Foerster LLP, San Francisco

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

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

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

Kathryn Cochrane Murphy, Krokidas & Bluestein LLP, Boston

Julian P. Rackow, Blank Rome LLP, Philadelphia

Linda D. White, SNR Denton US LLP, Chicago

Theodore I. Yi, Quarles & Brady LLP, Chicago

SNR Denton

Persuasion Skills for Women Attorneys

webmaster@ali-aba.org (ALI-ABA) — Tue, 12 Jun 2012 04:00:00 EST

Topics include:

Establishing authority and gaining the trust of the listener

The use (and misuse) of emotion

Making listeners care about what you have to say

Avoiding "stereotype" traps for women

Finding and using your most effective voice

Overcoming gendered gestures and body language

Striking an authentic and confident tone

And more!

Originally presented October 12, 2011

“An employer who objects to aggressiveness in women but whose positions require this trait places women in an intolerable and impermissable Catch 22: out of a job if they behave aggressively and out of a job if they do not..” Price Waterhouse v. Hopkins, 490 U.S. 228 (1989)

Female lawyers often find themselves navigating the tricky situations that require strong communications skills such as advocating for clients while feeling societal pressure not to be overly aggressive; overcoming gendered communications habits (i.e. submissive body language and patterns of speech) that undercut authority; and juggling the personal (i.e. what to wear, how much of your family life to reveal at the office) with the professional. This video presentation helps you to overcome the gender traps that you may encounter when communicating verbally. Taught by a lawyer and professor of oral advocacy with a strong background in the performing arts, this entertaining program arms you with proven strategies to make you a more effective and successful advocate for your clients.

Planning Chairs:

Faculty:

Employment and Labor Relations Law
for the Corporate Counsel and the General Practitioner

webmaster@ali-aba.org (ALI-ABA) — Wed, 13 Jun 2012 04:00:00 EST

By the end of this course, you will be able to:
   •  Recognize the employer’s legal exposure;
   •  Plan positive employment practices;
   •  Draft basic employment contracts, rules, and manuals;
   •  Advise your clients on practical procedures to avoid or minimize significant risks in their employment relationships; and
   •  Decide intelligently when to seek more expert advice or outside counsel.

Employment is already the most regulated relationship for both employers and employees. EEO, NLRA, LMRA, ADA, ADEA, FEP, FLSA, WARN, SOX, USERRA, OSHA, OFCCP, FCRA, FMLA, OWBPA, IRCA, MEPPAA, and ERISA all are acronyms for potential employer liability, employee lawsuits, and government intervention. And Obama administrators are constantly expanding the scope of employment-related regulations.

This course, comprising more than 16 hours of instruction, gives lawyers on the firing line a comprehensive overview of the myriad laws and governmental regulations that regulate the employment relationship. It is a basic introduction for lawyers new to the field and an update for more experienced lawyers.

This course teaches you what the laws affecting the employment relationship require and how to help clients comply and minimize employer exposure to expensive government agency, individual, and class action lawsuits. The focus is not just on what the laws command, but on practical advice in helping employers comply in the most productive manner.

The program also focuses on new developments in this rapidly changing arena, including the tidal wave of retaliation lawsuits, the new breadth of the Americans With Disabilities Act, the new direction of the union-oriented National Labor Relations Board, the proliferation of wage and hour class actions, and highlights of this year’s U.S. Supreme Court cases.

Skilled, experienced practitioners discuss ways to deal effectively with administrative agencies and labor unions and with the ethical problems that arise in the practice of employment and labor law. In addition, there are sessions on drafting the most important documents needed in the field: employee manuals, employment and severance agreements, collective bargaining agreements, and releases.

Time is set aside throughout the program to address registrants' questions.

Planning Chairs:

Peter M. Panken, Epstein Becker & Green, P.C., New York (also on faculty)

Frank Cummings, Washington, D.C.; Lecturer, New York University and University of Virginia Schools of Law (also on faculty)

Kay H. Hodge, Stoneman, Chandler & Miller LLP, Boston (also on faculty)

Faculty:

Michael L. Banks, Morgan, Lewis & Bockius LLP, Philadelphia

Eric J. Conn, Epstein Becker & Green, PC, Washington, D.C.

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

John Gaal, Bond, Schoeneck & King, PLLC, Syracuse, New York

Mark G. Kisicki, Ogletree, Deakins, Nash, Smoak & Stewart, P.C., Phoenix

Dorothy L. Moore-Duncan, Regional Director, National Labor Relations Board, Philadelphia

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

Grace E. Speights, Morgan, Lewis & Bockius LLP, Washington, D.C.

Steven W. Suflas, Ballard Spahr LLP, Cherry Hill, New Jersey

Samuel F. Wright, Captain JAGC, USN (Ret.); Director, Service Members Law Center, Reserve Officers Association, Washington, D.C.

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

ALI-ABA Conference Center

Executive Compensation: Strategy, Design, and Implementation

webmaster@ali-aba.org (ALI-ABA) — Thu, 14 Jun 2012 04:00:00 EST

Planning Chairs:

Faculty:

New York Marriott Marquis

Commercial Real Estate Financing:
Strategies for Changing Markets and Uncertain Times

webmaster@ali-aba.org (ALI-ABA) — Thu, 14 Jun 2012 04:00:00 EST

The faculty members – all sophisticated practitioners – teach by sharing timely strategies on real estate financing in a small 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
   •  Workout techniques in the present environment
   •  The perspective of lenders, borrowers, and developers on key issues
   •  Negotiation techniques to meet the demands of lenders
   •  Tips for document adjustments
   •  Practice pointers to avoid pitfalls in today’s market

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

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 intensive two-day program, comprising more than 12 hours of instruction, features:
   •  Instruction by the nation’s most distinguished and respected practitioners in this field
   •  In-depth examination of various aspects of real estate financing, with commentary about recent and future trends
   •  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 (also on faculty)

Andrea M. Mattei, Vice President, Legal, Wyndham Worldwide Corporation, Parsippany, New Jersey (also on faculty)

Faculty:

Joseph Philip Forte, Alston & Bird LLP, New York

Michael D. Hamilton, DLA Piper LLP (US), 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.

Eric M. Schiller, SNR Denton, Chicago

Linda A. Striefsky, Thompson Hine LLP, Cleveland

SNR Denton

Estate Planning in Depth

webmaster@ali-aba.org (ALI-ABA) — Sun, 17 Jun 2012 04:00:00 EST

Presented at an advanced level and comprising more than 36 hours of instruction, including 2 hours of ethics credit, this annual course of study considers in depth significant tax and non-tax aspects of estate planning.

The course features an optional Sunday afternoon overview session (at no additional charge) on wealth transfer taxation principles, as well as a special panel discussion on what's hot and what's not in planning and administering estates in 2012 and a presentation on estate planning in these uncertain times.

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

An intensive, interactive classroom experience complemented by opportunities to learn informally after hours from an expert faculty and from fellow registrants at a reception, a picnic supper, evenings at the Student Union, and more

Comprehensive study materials—typically 1,200 pages or more– that are among ALI-ABA’s best

A relaxed campus environment that helps make learning fun, plus an affordable housing and meal package that keeps costs low

A half-day Sunday primer that brings less experienced practitioners up to speed

Engaged registrants—last year from 31 states—and an expert faculty from across the country who share ideas with one another over the course of five days

A special panel discussion on what's hot and what's not in planning and administering estates in 2012, and a presentation on estate planning in these uncertain times

Planning Chairs:

M. Read Moore, McDermott Will & Emery LLP, Chicago (also on faculty)

Nancy G. Henderson, Henderson, Caverly, Pum & Charney LLP, Rancho Santa Fe, California (also on faculty)

Faculty:

Farhad Aghdami, Williams Mullen, Richmond, Virginia

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

Lawrence Brody, Bryan Cave LLP, St. Louis

Stephanie B. Casteel, Wallace, Morrison & Casteel LLP, Atlanta

Kristen E. Caverly, Henderson, Caverly, Pum & Charney LLP, Rancho Santa Fe, California

Christopher P. Cline, Senior Wealth Management Director, Wells Fargo Private Bank, Portland, Oregon

Alvin J. Golden, Ikard Golden Jones, P.C., Austin, Texas

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

Julie K. Kwon, McDermott Will & Emery LLC, Menlo Park, California

Eric A. Manterfield, Krieg DeVault LLP, Indianapolis

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

S. Andrew Pharies, DLA Piper, San Diego

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

Stacy E. Singer, The Northern Trust Company, Chicago

Lauren J. Wolven, Horwood Marcus & Berk Chartered, Chicago

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, 20 Jun 2012 04:00:00 EST

The course starts with an analysis of evidentiary issues in environmental cases and concludes with a discussion of lessons learned from the “big” cases; along the way, it explores the use of demonstrative evidence, discovery problems, and the examination of experts. The course does not concentrate on substantive law; rather, the procedural problems in all environmental litigation, both public and private, receive attention in the context of discovery, expert proof, and citizen suit litigation. For example, the admission of expert testimony under Daubert and its progeny is reviewed both in a procedural context and in the proof of specific subjects, such as in the simulation of a trial involving the siting of an alternative energy facility.

In addition to the problems inherent in plenary litigation, difficult issues continue to arise under NEPA and other informal agency decisions, such as those arising under federal and state wetland laws. The procedural and associated issues relating to these actions receive attention throughout the program. Ethical issues, some of which are unique to environmental litigation, are explored from a practical litigation standpoint.

This year’s other special topics include:
   •  Judicial Review of Agency Action
   •  Effective Advocacy in Air, Water, and Hazardous Waste Litigation
   •  Applications for TROs and Preliminary Injunctions
   •  Current and Emerging Enforcement Trends and Responses
   •  Anatomy of a Hazardous Material Litigation
   •  Trial of an Alternative Energy Siting Case
   •  Ethics in Environmental Litigation

   •  Freshen and sharpen skills you need to prevail in today’s environmental litigation
   •  Learn how to make litigation more efficient and effective, through cost control and litigation alternatives
   •  See demonstrations of typical environmental trial issues by experienced litigators
   •  Explore your litigation issues with faculty members in informal Clinical Discussion Sessions

This advanced course of study, now in its 37th year, provides a unique opportunity for private and public-sector environmental lawyers to refine their litigation skills by understanding better how litigation problems, substantive environmental law, and science relate to each other.

This year’s program focuses on:
   •  Evidentiary Issues Relating to Technical Data
   •  Electronic Discovery in Environmental Litigation
   •  Experts in Environmental Litigation
   •  Citizen Suits and Defenses against Them
   •  NEPA Litigation

This practical course in environmental advocacy concentrates on the advanced skills necessary to prevail before administrative and judicial forums in the various environmental litigations, including CERCLA, NEPA, and the judicial review of agency action.

During more than 19 hours of instruction, the course uses specifically-prepared materials, lectures, and faculty demonstrations. The faculty is drawn from some of the principal constituencies involved in environmental disputes: private firms representing plaintiffs or defendants, public-interest groups, environmental scientists, the Environmental Enforcement Section of the U.S. Department of Justice, and the New York State Department of Environmental Conservation. It also includes two sitting U.S. Magistrate Judges, a former U.S. Magistrate Judge, and a leading academic. The faculty members who appear as expert witnesses in the demonstrations also provide valuable insights on the relationship between lawyers and technical consultants and witnesses.

A hallmark of this program over the years has been the way the registrants and the faculty have interacted, not just informally, but especially during program sessions. “Clinical Discussions” allow registrants to explore their particular litigation problems with faculty members on an informal basis. Time is reserved throughout the program for the faculty to address registrants’ questions and to assist them in any other ways that might render the course more productive for their practices.

Planning Chairs:

Daniel Riesel, Sive, Paget & Riesel, P.C., New York (also on faculty)

Faculty:

Bonnie Allyn Barnett, Drinker Biddle & Reath LLP, Philadelphia

James A. Bruen, Farella Braun + Martel LLP, San Francisco

Mark A. Chertok, Sive Paget & Riesel, P.C., New York

John C. Cruden, President, Environmental Law Institute, Washington, D.C.

Carol E. Dinkins, Vinson & Elkins L.L.P., Houston; former Deputy Attorney General of the United States

Nathan Epler, Ph.D.,Principal Hydrogeologist, Roux Associates, Inc., Islandia, New York

James C. Francis, IV, U.S. Magistrate Judge, New York

Ronald J. Hedges, Ronald J. Hedges LLC, Hackensack, New Jersey; former U.S. Magistrate Judge

William Hengemihle, Senior Managing Director, FTI Consulting, Wayne, Pennsylvania

Peter Hsiao, Morrison & Foerster LLP, Los Angeles

Neal Lawson, Managing Director, Intelligent Discovery Solutions, Inc., Washington, D.C.

Edward Lloyd, Evan M. Frankel Clinical Professor in Environmental Law, Columbia Law School, New York

James A. Lofton, Counsel to the Chief, Environmental Enforcement Section, U.S. Department of Justice, Washington, D.C.

Steven C. Russo, Deputy Commissioner and General Counsel, New York State Department of Environmental Conservation, Albany

Craig B. Shaffer, U.S. Magistrate Judge, Denver

Kate Sinding, Deputy Director, New York Urban Program, Natural Resources Defense Council, New York

Donald W. Stever, K&L Gates LLP, New York

Scott Summy, Baron & Budd, P.C., Dallas

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

Washington Plaza Hotel

Product Distribution and Marketing

webmaster@ali-aba.org (ALI-ABA) — Wed, 20 Jun 2012 04:00:00 EST

This unique multidisciplinary program covers all the varied legal issues facing distribution counsel, from antitrust and pricing to e-commerce and advertising. It 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.

This annual advanced course of study, composed of 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 government enforcement representatives and internationally-based private practitioners, some with prior experience working in the government or as corporate counsel.

In addition to examining the aftermath of the U.S. Supreme Court's Leegin decision, which overturned the century-old per se rule, the course covers the Blue Cross/Blue Shield, Hydrogen Peroxide, Toys “R” Us, and Babies “R” Us cases. The course 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. For this San Francisco presentation, we include segments on distribution issues particular to technology industries and distribution in Asia.

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.

Planning Chairs:

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

Faculty:

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

Kathleen E. Foote, Senior Assistant Attorney General, Chief, Antitrust Division, California Attorney General’s Office, San Francisco

Katherine I. Funk, Baker & McKenzie LLP, Washington, D.C.

H. Stephen Harris, Jr., Baker & McKenzie LLP, Washington, D.C.

Rebekah Kaufman, Morrison & Foerster LLP, San Francisco

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

Laurel A. Price, Staff Attorney, Bureau of Competition, Anticompetitive Practices Division, Federal Trade Commission, Washington, D.C.

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

Philip F. Zeidman, DLA Piper, Washington, D.C.

ALI-ABA Staff Attorney: Kevin O’Connor, Associate Director, Office of Courses of Study

Morrison & Foerster LLP

Representing Estate and Trust Beneficiaries and Fiduciaries

webmaster@ali-aba.org (ALI-ABA) — Thu, 12 Jul 2012 04:00:00 EST

Planning Chairs:

Faculty:

Westin San Francisco Market Street

Estate Planning for the Family Business Owner

webmaster@ali-aba.org (ALI-ABA) — Wed, 18 Jul 2012 04:00:00 EST

Planning Chairs:

Faculty:

The Ritz-Carlton

Retirement, Deferred Compensation, and Welfare Plans of Tax-Exempt and Governmental Employers

webmaster@ali-aba.org (ALI-ABA) — Thu, 20 Sep 2012 04:00:00 EST

Planning Chairs:

Faculty:

Washington Plaza

ALI-ABA.org: Upcoming Courses

Managing the Legal Writing of Others

Best Practices for Employers Dealing with their Form 5500 Independent Auditor

SEC Registration of Investment Advisers: New No-Action Letter Permitting Related Advisers to File Single Form ADV

Practical Law Office Management: How Small Law Firms Can Avoid Employee Problems

Advanced Estate Planning Practice Update: Winter 2012

Mortgage Notes: Explaining the New Report of the UCC Permanent Editorial Board

Creating a Game Plan for Business Development

Confidentiality and Attorney-Client Communications

The Five Key Contract Concepts: The Foundation of Drafting

False Claims Act and Qui Tam Provisions: New Developments You Must Know

Project Management for Lawyers

Practical Aspects of Trademark Practice

New EPA Rules on Emissions by Power Plants

ESI in the Courts: What Happened in 2011 and Possible Changes in 2012 and Beyond

Smartphones for Lawyers

Asset Protection Trust Planning: 2012 Update

Mergers & Acquisitions of S Corporations: How to Structure the Deal

Neutralizing a Credit Damage Claim

California Wage and Hour Class Action Litigation: Impact of Concepcion and NLRB Decisions

How New Guidance Affects Lawyers in Fight Against Money Laundering & Terrorist Financing ENCORE with special $99.00 price! Q&A via email and answers in two business days!

Networking for Business Development

Ethics of Negotiation

Health Plans: Maximizing Your Flexibility - Is Your Plan Ready for all the possibilities?

Choice of Business Entity - 2012 Update

Internet and E-Mail Evidence: Admissibility Issues

Legal Writing at the Micro Level: Making Paragraphs and Sentences Coherent and Forceful

Real World Document Drafting�: Drafting Default, Remedies, and Liability Limitation Provisions in Contracts and Leases

Legal Fees and Billing: Ethics and Practice

iPad for Litigators

Drafting Boilerplate Provisions: Fine Print, BIG DEAL

Strategies for Acquisition and Resolution of Distressed CMBS Assets

Credit Damage Claims: Types of Damages and Foundational Documents

Doing Benefit Plan Electronic Communication the Right Way

Closing the Deal in Business Development

How to Give Effective Feedback in Legal Writing

HIPAA Privacy and Security Rules: Update for Employee Benefits and Business Lawyers

Regulation D Offerings and Private Placements

Public Speaking and Oral Advocacy: How To Do It Well!

Legal Issues in Museum Administration

Real Estate Documents: Drafting for Success

Retirement Plan Disclosure Compliance and Enforcement: Update for Employee Benefits Lawyers

Advanced Employment Law and Litigation�2012

Advanced Estate Planning Techniques

Lawyer Professionalism: Identifying the Fundamental Values of Law Practice

Ten Nerdy Things Lawyers Should Know About Electronic Evidence

Corporate Taxation

Employee Manuals 101: Drafting for Success

Workplace Harassment: Policy, Prevention, and Investigations

Top Ten Pitfalls of Non-Profit Law

Limited Liability Entities: 2012 Update

Charitable Giving Techniques

Time Management in the Digital Age

Planning Techniques for Large Estates

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

Criminal Enforcement of Environmental Laws

Commercial Lending Today

Commercial Real Estate Defaults, Workouts, and Reorganizations

Wetlands Law and Regulation

Species Protection: Critical Legal Issues

Using Acting Techniques for Powerful Advocacy

Fundamentals of Employee Benefits Law

Taking and Defending the Deposition

Fundamentals of Securities Law

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

Persuasion Skills for Women Attorneys

Employment and Labor Relations Law for the Corporate Counsel and the General Practitioner

Executive Compensation: Strategy, Design, and Implementation

Commercial Real Estate Financing: Strategies for Changing Markets and Uncertain Times

Estate Planning in Depth

Environmental Litigation

Product Distribution and Marketing

Representing Estate and Trust Beneficiaries and Fiduciaries

Estate Planning for the Family Business Owner

Retirement, Deferred Compensation, and Welfare Plans of Tax-Exempt and Governmental Employers

SEC Registration of Investment Advisers:
New No-Action Letter Permitting Related Advisers to File Single Form ADV

How New Guidance Affects Lawyers in Fight Against Money Laundering & Terrorist Financing
ENCORE with special $99.00 price! Q&A via email and answers in two business days!

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

Employment and Labor Relations Law
for the Corporate Counsel and the General Practitioner

Commercial Real Estate Financing:
Strategies for Changing Markets and Uncertain Times