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.
If you need credit for an eCourse in other states please read through the disclaimerbefore purchasing an eCourse to make sure you will be able to self-report your MCLE credit after completion of the eCourse
Examine the corporate, regulatory, tax and other considerations involved in transactions among various non-profit and for-profit healthcare entities, including State Attorney General approvals, the role of private equity, and recent transactions. more »
Session 1: Perspective on the Tax Legislative Process - Get a behind the scenes look at the Tax Cuts and Jobs Act, focusing on how specific provisions were enacted and the intent behind the provisions.
Session 2: Rock, Paper, Scissors? Choice of Entity After Tax Reform - The Tax Cuts and Jobs Act of 2017 changed the tax treatment of business entities, including a reduction in the corporate rate and a new deduction for partners, and brought new considerations into play when choosing the form of doing business for your clients. Hear about the factors that may influence your selection now, when and why pass-through entities may still be the right choice, and how and when multi-entity structures may be useful.
Session 3: Structuring Business Transactions After the Tax Cuts and Jobs Act - Examine the impact of the Tax Cuts and Jobs Act on mergers and acquisitions, including the effect of new tax rates, expanded bonus depreciation, and new limitations on interest deductions.
Session 4: International Changes - The international tax arena was significantly changed in 2017 with the Tax Cuts and Jobs Act, including an expansion of its reach into purely domestic transactions. Listen to a discussion about these changes, and identify the key issues they raise for practitioners. more »
Listen to a discussion about recurring thorny ethical issues that have value in M&A transactions. Who is my client? How do I minimize the risk of losing the attorney-client privilege in the deal? Do I owe any ethical duties of candor to opposing counsel (i.e., the difference between lying and puffing)? more »
It is said that transactional lawyers only learn to practice law after they graduate from law school, and it is true that there have traditionally been few offerings in the “how” of practicing transactional law in law school. But it is also true that many practicing transactional lawyers believe they no longer need to read cases to practice, and instead rely upon forms handed down to them by their mentors. Explore some of the “encrusted boilerplate” often contained in form agreements many transactional lawyers use, without any conception of what some of this encrusted boilerplate actually means, as interpreted by the courts in recent case law. more »
Session 1: How Representation and Warranty Insurance is Changing the Game - The “Insured Deal” is here to stay. Go beyond the basics and drill-down into provisions that should be negotiated and practices that should evolve when an insured deal is in play.
Session 2: Special Issues in Acquisitions of Venture-Backed Companies - Why is a VC-backed target different, and how do those differences impact the process pursued and provisions negotiated? Examine critical and complicated issues that commonly arise in acquisitions of VC-backed companies, including complex waterfalls, blurring of management incentives with purchase price, disproportionate allocation of indemnity risk among stockholders/stakeholders, and fiduciary duties of VC-nominated directors.
Session 3: More Cake: Advanced Issues in Carve-Outs and Divestitures - An in-depth discussion of advanced issues in carveout transactions, including preparing your sell-side client for a divisional sale, advising your buy-side client on separation issues, navigating multi-jurisdictional carveouts and negotiating transition services, including data from the ABA Merger and Acquisitions Committee’s Carveout Deal Points Study. more »
The 2017 Tax Cuts and Jobs Act is incentivizing a new pattern of investment that will likely have profound implications for companies, particularly with respect to M&A. In plain English that deal lawyers will appreciate, gain practical tips on structuring and negotiating the deal to maximize (or not get blind-sided by) the changing landscape brought on by Tax Reform. more »
Hear a wide-ranging discussion, viewed from the standpoint of both the minority ownership and the majority ownership, on planning for, implementing and, as necessary, resolving disputes related to, situations involving minority ownership stakes. Review recent developments in this area as well as current best practices in dealing with issues that range from orderly process to confrontation. more »
Session 1: Deal Driver Differences Between Private Equity and Strategic Players - Does private equity really do deals differently than strategic players? Explore “why” and “how” private equity behaves differently from strategics, and how those differences are manifested in their approach to deal making, particularity the deal points that they negotiate.
Session 2: Trending Issues in Negotiation of Indemnification Provisions - Risk allocation continues to be one of the most important and nuanced subjects in structuring private target M&A transactions. Review recent trends and developments in the indemnification arena and learn what practitioners need to know today and tomorrow. more »
Investments in small businesses require counsel to consider various federal and state securities compliance issues in connection with such a transaction. Walk through the various securities laws considerations and filing requirements that arise when your client decides to invest in a small business organized as an LLC or an LP. more »
Listen to a discussion about important actions private sellers should take to prepare for an M&A event, including buyer and seller perspectives on key deal terms and some of the ethical issues that can arise in M&A transactions. more »
An easy to understand overview of cryptocurrencies, tokens, blockchain and other applications of distributed ledger technology. Learn about exciting recent developments in the use of this technology and innovations in how funds are raised, including recent trends in ICOs, SAFTs and token pre-sales. Also hear about the securities, tax and consumer protection issues raised by these innovations. more »
Session 1: A Guide To Art. 11.07 Writs of Habeas Corpus and Other State Writs - Examine procedures, issues, and do’s and don’ts pertaining to Article 11.07 and other State writs.
Session 2: Preservation of Error and Standards of Review - Understanding how the Court evaluates the preservation of error on appeal is essential for any practitioner. Explore how the Court approaches different rights, and how this approach impacts your appeal. more »
Session 1: Pitfalls of Joint Ventures - Listen to a discussion about key issues that parties encounter in structuring and then living with joint ventures.
Session 2: Reps and Warranties Insurance - Once an obscure product, reps and warranties insurance is becoming an everyday component of many M&A deals. Learn how this increasingly prevalent way of allocating risk works, and how it can help in your next negotiation.
Session 3: Unwinding and Restructuring the Entity - Review the "nuts and bolts" of business reorganization and examine the hidden tax consequences you might not see coming. more »
Session 1: Governance Literacy - Governance at nonprofit organizations is often not a priority until something goes wrong. Gain practical tips to help board and staff members avoid problems, and review governance topics including fiduciary duties, governing documents, policies, procedures, and the roles of the board, officers, committees, and staff members.
Session 2: Accounting and Finance Basics - This session covers revenue and expense recognition, financial statement analysis, financial ratios, and the calculation and forecasting of firm free cash flow.
Session 3: Advising the Organization: Advanced Issues in Corporate Governance - Balancing the roles and responsibilities of the board of directors, individual board members, and staff can be an interesting exercise in corporate governance. In some cases, the individuals step out of their roles and into governance problems.
Session 4: Joint Venture Governance and Business Opportunity Issues - Joint ventures are an increasingly common vehicle for combining businesses. The continuing nature of a joint venture raises unique issues regarding the governance of the joint venture and its relationship to the other businesses of the joint venture partners. Examine alternatives for joint venture governance and the extent to which the joint ventures are obligated (by law or contract) to offer "business opportunities" to the joint venture or each other. These issues are typically addressed when the joint venture documents are negotiated, but operations under even the best documents can present unforeseen issues, including some that arise as a result of subsequent case law.
Session 5: Fiduciary Duties of Governing Persons of Business Entities - Explore current issues regarding the fiduciary duties of directors and other governing persons of entities organized in Texas and Delaware.
Session 6: Fiduciary Duties of Governing Persons of Business Entities, continued -
Session 7: Taking Cybersecurity Seriously - Nonprofit organizations of all sizes have sensitive information that needs to be protected—and increasingly, organizations need to be ready to respond when (not if) a data breach occurs. In this session, learn about the most recent cyber threats they face, the costs associated with those threats, and what you can do to help protect your organizations in an increasingly insecure landscape.
Session 8: Keeping an Eye on Privacy and Data Protection Risks - Gain practical tips for reducing the data privacy and protection risks faced by nonprofits. more »
Session 1: M&A Trends in Renewable Energy - Most development projects are bought and sold at least two times prior to beginning operations, and many more are sold once they have operated for a period of time. Listen to a discussion about current trends in the industry and key issues that tend to arise. The effect of PTC expiration and tax reform on deals will be addressed in addition to the sale of single projects. Also, explore portfolio and company sales as well as the acquisition of repowered projects.
Session 2: Due Diligence and M&A for Clean Energy Projects - Learn how to utilize due diligence to identify and allocate risks in transaction documents and determine overall viability of the target. more »
With a balanced focused on the upper as well as lower ends of the middle market, our panelists share the latest insights on what's-trending and what's-next in winning, negotiating, and executing private equity deals in a competitive market highlighted by increasing pool of nimble and cash-flush buyers, easy credit, rising secondary buyouts, and unpredictable tax reform. more »
Session 1: Update: Confidentiality Agreements, Term Sheets, and Other Preliminary Agreements - In today's fast-paced, hotly-competitive market, getting off on the right foot increasingly means the difference between a Gold Medal dive or an unintended belly-flop. Explore the latest developments in confidentiality agreements, letters of intent, and other preliminary agreements that will help lock in your deal with maximum speed and leverage.
Session 2: Heading for the Exit: Pre-Sale Considerations to Maximize Seller Leverage - Recent examples of successful sales where having spent time and money in advance to mitigate potential buyer risks and costs helped ensure success, often at multiples of the up-front costs. more »