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Drafting Wills & Trust Documents to Reduce Risks of Challenge
Steven B. Malech
A last will and testament is not always the final word of a testator. Wills frequently trigger long-suppressed family rivalries and resentments. With the testator no longer on the scene, children or other heirs are freed to express their resentments. These resentments often worsen when the will's plan for allocating of money, valuable property or sentimental items is made known, leading to dispute and litigation. These disputes can be very time-consuming and costly resolve, sharply diminishing the value of an estate. This program will discuss grounds for will contests and practical steps lawyers and their clients can take to avoid challenge. Spotting red flags in will contests – disinheriting close family members, unequal treatment of children, unusual behavior of testator & more Sources of law in will contests – grounds for challenging wills Practical steps to avoid will contests – will ceremonies, videotaped testaments, witness selection, affidavits Use of In Terrorem provisions to prevent will contests Issues surrounding holographic wills and other informal wills Speaker: Steven B. Malech is partner in the New York City office of Wiggin and Dana, LLP, where he is chair of the firm's probate litigation practice group. He is represents beneficiaries, fiduciaries and creditors in disputes involving alleged violations of the Prudent Investor Act and its predecessors, alleged breaches of fiduciary duty, disputed accountings, and will contests. He represents clients in cutting edge probate litigation matters involving trusts and estates with assets in the hundreds of millions of dollars. Mr. Malech received his B.A., with special honors, from the University of Texas and his J.D. from the Connecticut School of Law.
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Special Lease Issues for Medical/Dental Offices
John S. Hollyfield
Leased Medical office space is now larger than industrial and nearly as large as retail leasing. These encompass primary medical and dental care practice, specialized surgical hospitals, long-term acute care facilities, community clinics, and health and wellness facilities. All of these come with special leasing issues, including the creation and disposal of medical or hazardous waste, the installation of specialized equipment, additional regulatory compliance requirements associated with health care, and even patient privacy issues. This program will provide you with a practical guide to special issues in drafting for medical and dental office space. Types of medical properties and how leasing issues differ for each Medical offices in space not specifically designed for medical services Generation and disposal and medical and hazardous waste Accessibility issues and compliance with medical care regulations Landlord right of entry/patient privacy issues Installation of special medical/dental equipment and waiver of liens Special electricity needs and continuity of service Speakers: John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP. He has more than 40 years' experience in real estate law practice. He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute. He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who's Who in American Law. He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont. He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.
Drafting Distribution Provisions in Trusts
Daniel L. Daniels
Distribution provisions are the most essential provisions of trust instruments – and risk lurks everywhere. If a trustee has unbounded discretion, he or she risks a "general power of appointment," which would cause the trust's assets to be taxable to the holder of the power of appointment. But distribution standards – especially for "standard of living" or "emergencies" – are inherently susceptible to multiple interpretations and dispute, and potentially to litigation. Ultimately, planning and drafting these provisions is an exercise in risk management and tradeoffs. This program will provide you with a real world guide to planning and drafting distribution provisions in trust instruments, including the tradeoffs and risks. Risks of discretionary distributions – power of appointment, taxable inclusion, litigation Cost/benefit of heavily detailed v. general distribution provisions Ascertainable standards – health, education, maintenance, and support (HEMs) Drafting sole and absolute discretion, emergencies, best interests, and standard of living Role of fiduciary duties in making distribution decisions Tax considerations when making distributions Speakers: Daniel L. Daniels is a partner in the Greenwich, Connecticut office of Wiggin and Dana, LLP, where his practice focuses on representing business owners, corporate executives and other wealthy individuals and their families. A Fellow of the American College of Trust and Estate Counsel, he is listed in "The Best Lawyers in America," and has been named by "Worth" magazine as one of the Top 100 Lawyers in the United States representing affluent individuals. Mr. Daniels is co-author of a monthly column in "Trusts and Estates" magazine. Mr. Daniels received his A.B., summa cum laude, from Dartmouth College and received his J.D., with honors, from Harvard Law School.
"I Want Out!": Exit Rights in Business Agreements
Frank Ciatto
A client investment in an operating business, particularly a minority stake, is only as good as its liquidity. If a client cannot readily sell his or her ownership stake at fair market value, it has little real value. The key to ensuring liquidity is contractually creating a private market for the ownership stake. This market can come in the form of requiring other stakeholders, including the majority owner, to buy the minority stake at a mutually agreeable price, or creating other mechanisms for selling the stake to third parties. Without these contract rights, a stakeholder has no liquidity and is stuck. This program will provide you with a practical to planning and drafting contractual liquidity rights in closely held companies. Planning and drafting liquidity rights in closely held companies Counseling clients about the limitations and risks of liquidity in closely held companies Framework of alternatives for determining most appropriate liquidity rights "Texas standoff" or "Russian roulette" – opportunities, risks and tradeoffs Drafting "tag-along" and "drag-along" rights – practical uses and drawbacks How to think about valuing closely held ownership stakes Speaker: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years' experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions. He is a leader of his firm's private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section. He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York. Mr. Ciatto earned his B.A., cum laude, at Georgetown University and his J.D. from Georgetown University Law Center.
Health Care Issues in Estate Planning
Missia H. Vaselaney, Michael Sneeringer
Trust and estate planning for health care involves counseling clients about what are often the most difficult decisions in their life and drafting to implement those most sensitive decisions. There are issues of making life-and-death health care decisions many years in advance of when those decisions will be needed. There are equally delicate decisions about the appointment of trustees or conservators.Planning for long-term care – and how to fund that care – is often the biggest challenge for most clients. If clients are not carefully counseled about their choices and their decisions not carefully reflected in trust and estate documents, their most important goals will be unfulfilled. This program will provide you with a real world guide to the most important health care issues in trust and estate planning. Counseling clients about planning for health care decision-making Tension between health care providers & trustees – areas of competence, conflict, and cooperation Drafting advance health care directives & revocable trusts Defining objective health care "triggers" in documentation Key issues in appointing trustees, guardians & conservators Availability & financing of home health care & institutional care Speakers: Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses. She also represents clients before federal and state taxing authorities. Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA's National Advanced Estate Planning Conference since 2001. Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law. Michael Sneeringer an attorney in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA's Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute. Mr. Sneeringer received his B.A. from Washington & Jefferson College, his J.D., cum laude, St. Thomas University School of Law, and his LL.M. from the University of Miami School of Law.
2020 Uniform Commercial Code Update
Steven O. Weise
The overlapping articles of the UCC impact most business, commercial and real estate transactions. From the perfection of security interests to the enforceability of promissory notes and investment contracts to equipment leases and the sale of goods, the UCC plays a role in most significant transactions. This program, led by one of the nation's leading authorities on the UCC, will provide you with a wide-ranging discussion of developments under the many articles of the UCC, including secured transactions, investment notes, sales, and equipment leasing. Recent UCC developments for transactional attorneys Developments impacting commercial, business and real estate transactions UCC Article 9, asset-based transactions and secured transactions Sales of goods contracts Equipment leases, including computer equipment and capital equipment Notes, guarantees and letters of credit Speaker: Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property. He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities. Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee. Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.
LIVE REPLAY: 2020 Family and Medical Leave Update
This program will provide you with a practical guide to developments under the Family and Medical Leave Act and review trends in employee leave generally. The program will cover significant case law and regulatory developments, as well as the practical trends in dispute and litigation impacting your employer clients. The program will cover the impact of technology, contract employees, and other changes in the workforce, and discuss their impact on traditional leave law. This program will provide you with a real-world guide to significant legal and practical developments under FMLA and employee leave generally. Case law and regulatory developments under the FMLA Developments related to "appropriate notice" Serious health condition requiring leave and practical application Remote and work-from-home workers and leave under the FMLA Responding to leave requests based on substance abuse Emerging cannabis issues Speaker:
Audio Webcast
LIVE REPLAY: Lawyer Ethics When Clients Won't Pay Fees
Thomas E. Spahn, Matthew Corbin
Attorneys and clients are in a confidential relationship, one that demands the lawyer's absolute loyalty and zealous representation of client interests. But what if the client refuses to pay his or her lawyer? At that point, the broad and categorical demands of the ethics rules run up against the practical business of running a law practice. This clash of interests raises a range of substantial ethical issues. How can the lawyer compel payment yet continuing representing a client? Must he or she withdraw from the representation? Can the lawyer sue the client or place a lien on client property? Is the lawyer allowed to breach certain confidences in obtaining payment? This program will provide you with a guide to the ethical issues that arise when a client refuses to pay for a lawyer's legal services, practical methods to ethically obtain payment, and best practices to avoid these disputes. Ethics when clients refuse to pay their lawyers' fees How to manage the direct conflict with a client without breaching confidences Determining whether continuing a representation is permissible or required When and how a withdrawal from a representation is permitted in the cases of non-payment of fees Ethical issues when a lawyer places a lien on client property or sues the client Issues when no-payment relates to one of multiple representations of a client Understanding related attorney-client privilege issues Best practices in engagement letters and billing practices to protect lawyers Speakers: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections. For more than 20 years he has lectured extensively on legal ethics and professionalism and has written "The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner's Guide," a 750 page treatise published by the Virginia Law Foundation. Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee. He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School. Matthew Corbin is Vice President and Director in the Professional Services Group of AON Risk Services, where he consults with the company's law firm clients on professional responsibility and liability issues. Before joining AON, he was a partner with Lathrop & Gage, LLP, where he was a trial and appellate lawyer handling professional liability, commercial, business tort, employment, construction, insurance, and regulatory matters. Before entering private practice, he served as a judicial clerk to Judge Mary Briscoe of the U.S. Court of Appeals for the Tenth Circuit. Mr. Corbin earned his B.A. from the University of Kansas and his J.D. from the University of Kansas School of Law.
LIVE REPLAY: Lawyer Ethics When Clients Wont Pay Fees
LIVE REPLAY: Drafting Property Management Agreements
Commercial real estate as recurring source of income is only as good as it is managed. Well managed properties not only provide stable income but also hold their underlying value, as the physical structure is well maintained, too. Management of commercial real estate is mostly outsourced to third parties. Management agreements vary widely according to the type of property managed – official, retail, multi-family, etc. This program will provide you with a practical guide to the types of property management agreements, varying fee arrangements, defining the scope of a manager's duties, rent collection and operational controls, allocating risk and liability, and much more. Property management agreements for office and multi-family properties Defining scope of manager's duties and responsibilities Understanding management fee alternatives Collection of rent and handling of funds Insurance, liability and indemnity issues for manager and property owner Operating decisions, controls, termination, and sale of property Speaker: John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP. He has more than 40 years' experience in real estate law practice. He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute. He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who's Who in American Law. He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont. He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.
LIVE REPLAY: The Law of Background Checks: What Clients May/May Not Check
Felicia Davis
Background checks are an exercise in risk management in hiring. Companies want to align an applicant's skills with the company's job profile, reducing the likelihood the hire won't work out or, worse yet, cause the company liability. This typically means that the employer wants as much information as possible on job candidates. But background checks themselves are fraught with potential liability. There are many categories of questions that employers may not ask applicants; and if they do ask those questions, employers open themselves to liability. There is a trend toward in legislation and common law to further limit background checks. This program will provide you with a real-world guide to what's allowed and not allowed in background checks, and best practices for using that information and avoiding liability. Framework of laws impacting background checks, including the Fair Credit Reporting Act What an employ may/may not ask – criminal arrest history, marital status, age, credit history, and other bases Social media background checks Potential liability (and measure of damages) for improper/discriminatory use of background checks Counseling clients about best practices in conducting/using background checks Speaker: Felicia Davis is an attorney in the Los Angeles office of Paul Hastings, LLP where she represents employers in all aspects of labor and employment law, including discrimination, retaliation, harassment, religious accommodation and wage and hour issues, in both single-plaintiff and class-action matters. She has also represented clients in disability access litigation under Title III. She has served as lead attorney on single and multi-plaintiff matters, successfully defending lawsuits alleging discrimination, retaliation, and wrongful discharge as well as collective bargaining agreement violations. She is a member of the ABA Labor and Employment Law Committee on Technology in the Practice and Workplace (Planning Committee). Ms. Davis received her B.A., cum laude, from Claremont McKenna College and her J.D. from the University of California at Los Angeles.
Ethics of Shared Law Offices, Working Remotely & Virtual Offices (5.17.19)
Thomas E. Spahn, H. Michael Drumm
Technology allows lawyers far more flexibility to practice law than ever before. Lawyers can work in shared offices, splitting expenses with other small firms or solo practitioners. They can work remotely, from home or virtually anywhere, with basic computer and networking technology. But all these innovations come with potential ethics traps. These include issues of communications and confidentiality, supervising outsourced worked, multijurisdictional practice, and ethically managing all the technology used to practice law with this newfound flexibility. This program will provide you with a practical guide to significant issues when lawyers and law firms share office space, work remotely, or establish "virtual" practices. Ethical issues when lawyers share office space or other resources but practice separately Disclosure to clients of virtual nature of law office Electronic communications, confidentiality, and ethical risks in virtual law offices How Web sites and a "virtual" presence implicate multijurisdictional practice issues Outsourcing work to paralegal services, including fee sharing issues Speaker: Thomas E. Spahn is a partner in the McLean, Virginia office of McGuireWoods, LLP, where he has a broad complex commercial, business and securities litigation practice. He also has a substantial practice advising businesses on properly creating and preserving the attorney-client privilege and work product protections. For more than 20 years he has lectured extensively on legal ethics and professionalism and has written "The Attorney-Client Privilege and the Work Product Doctrine: A Practitioner's Guide," a 750 page treatise published by the Virginia Law Foundation. Mr. Spahn has served as member of the ABA Standing Committee on Ethics and Professional Responsibility and as a member of the Virginia State Bar's Legal Ethics Committee. He received his B.A., magna cum laude, from Yale University and his J.D. from Yale Law School. H. Michael Drumm is the founder and member of Drumm Law, LLC in Denver, Colorado, where he has an extensive franchise, trademark and business transactional practice. He works with franchisors across industries nationwide helping them draft, file and renew their franchise Disclosure Documents and franchise agreements. He has a specialty representing craft breweries to help them trademark their brands and protect their intellectual property. He has been repeatedly honored by Franchise Times magazine as a "Legal Eagle" and has been designated by the International Franchise Association as a "Certified Franchise Executive." Mr. Drumm received his BSBA from the University of Missouri-Columbia and his J.D. from the University of Texas School of Law.
LIVE REPLAY: How Ethics Rules Apply to Lawyers Outside of Law Practice
Drafting Client Engagement Letters in Trust and Estate Planning
Ethics, Satisfied Clients & Successful Representations
Planning with S Corps, Part 2
Trust and Estate Planning for Pets
Ethics and Virtual Law Offices
LIVE REPLAY: Professionalism for the Ethical Lawyer
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