eCourses are individual online courses from renowned presenters at our live conferences. Learn via audio or video, receive the supporting materials, and fulfill MCLE requirements at your convenience with the best content available!
These courses are CLE accredited in Texas and California, with some accredited in Oklahoma.
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Analyze the personal and financial obstacles that arise when passing ownership of a family business on to the next generation. Learn how a preferred partnership structure can be used in balancing the need to treat all the children equally when only some play an active management role. Discover how key employees can be given an equity interest in the family business without adverse income tax treatment and without putting undue financial pressure on the key employee. Finally, review alternatives used to defer payment of the estate taxes. more »
When a buyer and seller cannot agree upon a price for a business, an earnout is used and may result in selling the business for less than its true value. The materials discuss how earnout formulas can be adjusted to ensure that true value is paid. Because earnouts can result in adverse income tax treatment to the seller, the materials apply the installment sale and OID rules to illustrate the income tax treatment of earnouts and how to eliminate these adverse income tax results. more »
Session 1 : Tax After 2017: Requiem for Ability to Pay - Enactment of the TCJA was followed by a mad dash to understand its effects; the speed and process of enactment left no time for serious attempts to analyze whether the TCJA transformed the income tax system in any fundamental way. But it has, and Professor Abreu explains how.
Session 2 : Qualified Opportunity Zones - Established by the Tax Cuts and Jobs Act to generate development and growth in low-income communities, this presentation focuses on the tax benefits of investing in a qualified opportunity fund and the statutory requirements, including formation, funding, testing, and ongoing compliance considerations of the program. more »
While partnerships and LLCs are “flow-through” entities, a series of rules restrict the “flow” of losses. Examine the latest restriction—Section 461(l)—and the loss limiters before it—Sections 704(d)(basis), 465 (at-risk) and 469 (PALs). more »
Session 1: Section 199A: Nuts and Bolts - Learn about the Section 199A qualified business income deduction, from the statutory basics to the recently issued Treasury and IRS guidance. Listen to a discussion about qualified trade or business income, rental real estate and the safe harbor, the various limitations on the 199A deduction, the aggregation rules under the regulations, and other key practical aspects of 199A.
Session 2: Section 199A: Planning - Hear a brief overview of Section 199A concepts and discuss how to structure existing and new businesses to maximize the deduction and offer a comparison to operating a business as a C corporation. more »
Analyze the factors that enter into the choice of business entity after changes in the tax law implemented by TCJA 2017, focusing on entity selection for day-to-day operations, acquisitions and dispositions. more »
Session 1: The Evolving Partnership Audit Rules - The new centralized partnership audit rules are now in effect and the initial returns subject to those rules have been or will soon be filed. Many of the rules governing the new regime have been finalized but others are still forthcoming. Taxpayers, practitioners and the IRS will learn more about the new regime once audits of those returns commence with regularity. Listen to a discussion about the most recent developments in the evolution of these audit rules.
Session 2: 1031 Update for Oil & Gas - Significant changes have occurred in the 1031 world over the prior two years. Learn about the meaning of “real property” as applicable to oil & gas exchanges, the use of Bartell structures for reverse exchanges, issues specific to royalty trusts and tax partnerships, and a comparison to opportunity zone investments as an alternative.
Session 3: The New Section 45Q Carbon Capture and Sequestration Credit - Listen to a discussion about the section 45Q carbon capture and sequestration credit and the significant changes made to that credit in the Bipartisan Budget Act of 2018 to expand the scope and the amount of the credit. Hear about some of the important considerations in credit qualification related to enhanced oil recovery, secure geological storage, other commercial uses of carbon, transfers of credits, and what guidance is needed for taxpayers in the oil and gas industry to utilize or transact with this credit. more »
THIS MONTH: Representation of Multiple Parties: Ethics and Practical Considerations • Climate Change Developments--Municipalities and City Regulations • Estate Planner's Toolbox: The Pass-Through Entity • FinTech and the Changing Landscape of Mortgage Lending • The Role of the Financial Professional in Divorce more »
Session 1: Establishing EU Operations - An introduction with a high-level overview of some key legal issues for US companies to consider when expanding into Europe for the first time. This session covers:
Key factors to consider when selecting a base for your EU operations
EU market entry and how best to achieve this
Entity choice and formation considerations
Key EU corporate compliance obligations, including account filing requirements and beneficial ownership disclosure obligations
The new EU Regulation on the Screening of Foreign Direct Investments in the EU
Session 2: Employment and Immigration Law Considerations for U.S. Companies Doing Business in the EU - Understand the key features of EU labor law, with a specific focus on recruiting, retaining, and terminating employees. Hear insights and key takeaways from an employment law perspective for U.S. employers interested in employing personnel in the EU, touching on the following:
statutory protective leave
working time requirements
employee discrimination laws
employee rights on termination
employee rights arising in the context of corporate transactions
trade union representation.
This session also explores employee benefits—what's market and what's not—as well as some key differences and similarities between the typical employer/employee relationship in the U.S. versus Europe. In addition, examine key immigration considerations when it comes to employing non-EEA nationals in Europe.
Session 3: E-Commerce and Consumer Protection Regulation in the EU - Hear an introduction to each of the key regulations that businesses will need to comply with when selling online to consumers in the EU, with a focus on:
consumer remedies and enforcement
Session 4: Regulation of Data in the EU - Get a big picture overview of data regulation in the EU covering, in particular, significant legal developments and hot topics including:
Ireland as a data global stage, and the landscape of U.S. and EU data regulation.
international data transfers, recent legal challenges to lawful transfer mechanisms, and the impact of Brexit.
enforcement activity with a look at the fines issued by EU Supervisory Authorities.
civil actions including the rights of individuals to seek compensation for data protection breaches and the potential for class actions.
data breach notifications and the obligation to notify individuals and Supervisory Authorities of a breach.
the one stop shop mechanism providing for the selection of a lead supervisory authority.
Session 5: Intellectual Property Rights and Strategies for Protection in Europe - Hear an introduction to each of the key intellectual property rights that are available to businesses, and strategies for their protection in the EU, including:
Session 6: M&A in the EU: What U.S. Businesses Need to Know - Examine the current public and private M&A market in the EU, with an explanation of common deal structures and what drives them, as well as key terms of typical M&A transactions in the EU. Discuss recent M&A market trends, highlighting some of the key differences in deal-making in the U.S. and the EU. more »
THIS MONTH: The Gig Economy: Don't Call It a Comeback • Ethical Issues Presented by Changing Technology • Conducting a Risk Assessment • Insurance and Rideshare Litigation • FinTech and the Changing Landscape of Mortgage Lending more »
Session 1: Basic Joint Operating Agreements in Oil, Gas, and Mineral Law - Discuss the purposes for a Joint Operating Agreement, its basic structure and issues that arise in its interpretation.
Session 2: Drilling Contracts and Master Services Agreements - Drilling contracts and service contracts are the most common agreements involved in oilfield operations and risk allocation issues. Focus on getting the right indemnity and insurance provisions for your company and avoiding potential pitfalls involving enforceability and indemnity structure. Learn about specific concerns relating to use of the IADC Onshore Drilling Contract form.
Session 3: Update on Surface Use Agreements and Disputes - With the continuing expansion of the traditional and alternative energy sectors in Texas, surface use agreements must be carefully drafted in order to balance conflicting surface uses of the same property. Hear practical guidance for negotiating agreements and navigating disputes over shared use, including an update on recent cases affecting surface disputes.
Session 4: LNG Commercial Models and Challenges Update - Hear an overview of various LNG commercial models offered by first and second wave U.S. LNG export projects. Cover how the choice of project structure may affect the commercial model and marketing efforts.
Session 5: Hedging Oil and Gas Production - An introduction to managing risks associated with the sale of oil and gas production. Examine the benefits and mechanics of hedging, commonly used hedging contracts, and practical considerations impacting hedging transactions.
Session 6: LIBOR and Letters of Intent - Market trends and issues regarding the replacement of LIBOR in transactional documentation and ‘dos’ and ‘don’ts’ or ‘best practices’ for the drafting of the document that typically is the precursor to any significant transaction – the letter of intent.
Session 7: The Digital Fin-Tech Revolution Continues - Listen to a discussion about how gas and power companies, and their lenders, compete and comply with cyber-security concerns. Review concerns including blockchain applications, smart contracts, virtual currency, new data privacy standards (e.g., EU’s GDPR), and fin-tech architects collaborating with regulators to provide “regulatory nodes” to give the government windows of real-time transparency into smart contracts, blockchains and commodity trading. “Isn’t that like inviting a vampire into your house?”
Session 8: Ethics in Contracting Issues - Using hypotheticals, this presentation focuses on a number of ethics issues that might arise in contracting situations. Can lawyers take advantage of privileged communications the adversary inadvertently sends them? Can lawyers receiving electronic documents look for hidden metadata the other side has not scrubbed? What duties do lawyers have in representing contracting parties, with regards to disclosing client confidences to prevent the adversary from being deceived about the clients' intent, or to correct the adversary's misunderstanding about the law, the contract's terms, or the adversary's scriveners error?
Session 9: Nuts and Bolts Ethics for the Business and Transactional Lawyer - A practical discussion of current ethics topics related to business and transactional law, including conflicts issues, and attorney migration between firms. more »
Session 1: What Small and Mid-Size Businesses Need to Know About GDPR - The EU's General Data Protection Regulation (GDPR) has been a game-changer for companies of all sizes. Learn the important details of GDPR including who it applies to, recent guidance from European Data Protection Authorities, and how to gauge and mitigate the risk to your organization.
Session 2: California and Other Privacy Law Developments in the Wake of GDPR - Review upcoming California Consumer Privacy Act requirements for covered businesses, hear about operational trade-offs in charting a compliance pathway for privacy, and learn about emerging privacy regimes both here in the US and internationally.
Session 3: Do You Know Where Your Data is?: Data Sharing and the State of the Law - Modern companies are awash in data. Employees generate it and are usually looking for the most efficient way to share it internally and externally. Review the myriad of problems that can occur even with the most well-meaning of employees. From the possible export control risks of emailing technical information to an overseas colleague, to using Dropbox and other file sharing sites to exchange information, to providing data to contract employees, and more, explore the state of the law as it relates to data and what can happen if you lose control of it.
Session 4: Data Breaches, Big Data, and FTC Oversight - Learn how and why the FTC polices data breaches and the collection and exploitation of big data.
Session 5: Protecting Client Information-Cyber Protection Duties as an Attorney - Explore the ethical and legal obligations of attorneys and law firms to protect client data and communications from the latest cybersecurity threats.
Session 6: Ethics and Professionalism in a Global Environment - Ethics and professionalism are being influenced by many factors in today’s global environment. Consider some of these factors, along with areas of commonality amongst the legal ethics rules from a sampling of jurisdictions.
Session 7: Law Firm Data Security and the Ethical Duty of Technology Competence - As clients demand attorneys deliver legal services more efficiently by using technology it increases pressure to have technical knowledge and proficiency. Further, the American Bar Association and 28 states have created a model rule for the ethical duty of technology competence. Hear an overview of the significant material risks and impact on a law firm following a breach and the potential consequences from an ethics and disciplinary perspective. more »
Session 1: Issues and Drafting Tips When Owners’ Situations Differ - Partners or LLC members may differ in percentage ownership, financial wherewithal, or knowledge of the business. Address common mechanisms for protecting rights when the owners’ interests and profiles vary.
Session 2: Drafting Deadlock-Breaking Mechanisms - A discussion of buy-sell provisions, put/call options and other deadlock-breaking mechanisms in LLC and partnership agreements. This presentation will provide the practitioner with a framework for avoiding litigation and/or termination when members, managers, and partners fail to agree. more »
Increasingly technology is integrated into the practice of law. Examine lawyers' current ethical responsibility in relation to the use of technology and how such responsibility may change as technological advances, like artificial intelligence, become more commonplace in the practice of law. more »
In business transactions, especially those involving LLCs and partnerships, the practical reality facing business attorneys involved in transactions is the ubiquity of ethical issues when representing multiple parties. Explore the thorny issues of multiple party representation. more »
Review legislative, judicial and IRS guidance over the past year as it impacts partnerships and LLCs with a focus on choice of entity, Section 199A deduction, examination provisions, new loss limitation rules and Section 1061 holding period requirements. more »