Section CLE Publications

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2007 UCC 2/Sales Update

Abstract: UCC Article 2 governs sales. This audio CD provides commercial and business counsel with an update on proposed changes to UCC Article 2, case law developments and trends in practice. Among other topics, the audio CD covers warranties, disclaimers, cancellations and statute of frauds issues.

2007 Update on Advising MD and DDS Practices - Part 1

Abstract: Physician practices and groups are complex business enterprises governed by a wide variety of federal and state statutory regimes. In the last year, these practices have seen their legal and regulatory environment undergo several substantial changes. Including two practitioners with decades advising medical practices, this audio CD provides you with a practical guide to recent developments. Among other topics, the audio CD discusses recent developments in the sale of MD versus DDS practices, sales of personal goodwill, gain-sharing rules, physician billing practices and other proposed Medicare rules. PART 1 topics include: Trends in MD v. DDS practice sales; Physician practices now subject to IDTF rules; Sales of personal goodwill; and Medicare proposal to cover telephone or email encounters for established patients (with payments on par with in-person visits).

2007 Update on Advising MD and DDS Practices - Part 2

Abstract: Physician practices and groups are complex business enterprises governed by a wide variety of federal and state statutory regimes. In the last year, these practices have seen their legal and regulatory environment undergo several substantial changes. Including two practitioners with decades advising medical practices, this audio CD will provide you with a practical guide to recent developments. Among other topics, the audio CD discusses recent developments in the sale of MD versus DDS practices, sales of personal goodwill, gain-sharing rules, physician billing practices and other proposed Medicare rules. PART 2 topics include: Proposed changes to "Under Arrangements" rule and how many hospital-physician deals must be restructured; New prohibitions on "per click" and percentage-based payments for space and equipment leases; New gain-sharing rules for hospital based physicians and Review of 2009 IPPS final rule and many additional changes affecting physicians.

2008 Business Law Section and Corporate Counsel Section Joint Annual Meetings

Abstract: North Carolina Business Law Update ... Session A: Special Issues in Mergers & Acquisitions (Private Equity Considerations and Director's Duties in the Merger & Acquisition Context) ... Session B: Current Issues for Corporate Counsel ("Going Green" Strategies: Legal Considerations for Corporate Environmental Initiatives and The Evolving Relationship of In-House Counsel with the Board of Directors) ... Session C: Special Issues in Mergers & Acquisitions (Be Careful What You Ask For: The Wisdom of Contractual Arbitration Provisions and Employee Benefits Implications) ... Session D: Current Issues for Corporate Counsel (Helpful Hands or Risky Business?: Best Practices for Minimizing Co-Employment and Other Legal Risk Presented by Contingent Workers and Recent Developments In Intellectual Property Law; How To Navigate A Changing Playing Field In Protecting Patents) ... You've Got a Friend (Mental Health/Substance Abuse) ... Living with the Deal ... *Click below on "view TOC" to search the Table of Contents*

2008 Developments in Securities Litigation

Abstract: Increased shareholder activism, enforcement activity and market turbulence are fueling securities litigation at every level. The litigation not only affects publicly traded companies but also private companies. Keeping abreast of these developments is essential for practitioners advising corporate clients. This audio CD provides you with a wide ranging update on securities litigation, including the areas of corporate governance, damages and class action lawsuits. Specifically, the audio CD covers developments in defining the independence of boards and directors, shareholder derivative litigation, collective scienter and loss causation, among other topics. Topics include: Developments in board/director independence after Disney and Worldcom; Corporate governance and shareholder derivative litigation; Collective scienter; Loss causation after Dura Pharmaceuticals and Class certification developments.

2008 Health Law Section Annual Meeting

Abstract: "Stark: Phase III and Promise of More to Come" (Grandfathering and delays in implementation; Lessons learned from the first 120 days of Phase III) ... North Carolina Legislative Update Including Recent Changes in Law Relating to Advance Directives ... Beyond Tort Reform (Medical liability policy; Elements of the health court proposal and comparison with existing systems in the US and overseas; Status of national and state-by-state reform initiatives) ... Practical Tips for Health Lawyers on Intellectual Property Issues (Copyright and trademark - protection and avoiding infringement) ... Current Issues in Payor/Provider Relationships (Many important (and some obscure) laws and regulations govern deals (and "divorces") between health care providers and managed care payors. To distinguish between which contracts must follow North Carolina insurance laws and regulations and how to evaluate a participating provider agreement for compliance with North Carolina mandates.) ... Attorney-Client Privilege ... *Click below on "view TOC" to search the Table of Contents*

2008 Law Practice Management Section Annual Meeting

Abstract: Technology for the Rest of Us: The $5000 Law Office ... All the Parts and Pieces to Make Your Practice Hum (What you should buy, how to put it all together and how to learn how to integrate the tools into your practice. Topics include: the Internet, what lawyers should and should not be doing online, voice recognition software, low-cost networking and internetworking, virtual lawyering, PDFing for e-filing in the courts, electronic collaboration with clients and co-counsel, data backup, ethical and legal issues associated with technology and more.) ... How to Grow Your Referral Network in Four Easy Steps ... Management Mistakes I've Made and What I Learned - An Interactive Program ... 6 Times 10 = A Great Marketing Idea - 6 Minutes on Marketing from Ten Successful Attorneys ... The Paper LESS Office: Shattering the Paperless Office Myth with a Process that Works! ... Managing the Paper Monster ... *Click below on "view TOC" to search the Table of Contents*

2009 Business Law and Corporate Counsel Sections Joint Annual Meeting

Abstract: Ethics Issues: Legal Process Outsourcing (LPO Agreements; Conflict of interest, attorney client privilege, confidentiality, the unlicensed practice of law, and professional liability.) ... "The Accidental Employee": Leased, Loaned and Temporary Employees (Joint ventures, etc.) ... The Do's and Don'ts of International Dispute Resolution (International arbitration; Differing legal traditions; Cross-border transactions; International disputes) ... Drafting Contracts Fit for a Courtroom: Transactional Litigator and Judicial Perspectives ... Contract Negotiating Strategies ... Going Green vs. Seeming Green (Marketing products (and services) with environmental-related claims, such as "sustainable," "carbon neutral," and "green"; the FTC's Green Guides, noncompliance consequences) ... NC LEAP ... Employment Law: Aging Workforce (Federal Bureau of Labor Statistics; integrating generations of employees into a cohesive group, supervising an older workforce, adjusting work expectations to coincide with the changing workforce, and easing non-productive employees into retirement.) ... *Ethics: Hot Topics (Electronic communications and documents; communications with adversaries, non clients and litigation issues) ... Inside/Outside Counsel Panel: The Value Challenge (In-house and outside counsel working together) ... SA/MH

2009 Business Law Institute

Abstract: Introduction to Joint Ventures (Two or more businesses join forces to pursue a specific business opportunity, with each party contributing resources to the effort and sharing in any resulting benefit. Structural alternatives; with a spectrum running from cooperative or collaborative business arrangements to licensing agreements to the formation and operation of special purpose entities.) ... Joint Ventures: Operating Agreements (Preparing a joint venture operating agreement and ancillary agreements, including property and service contributions, capital calls, management, buy-sell and exit, and income taxation issues relating to contributions of property in kind.) ... Intellectual Property Issues in Joint Ventures (Contribution of existing IP rights by the members, the handling of dual use IP, the prosecution and maintenance of IP rights, the allocation of IP rights that are developed by the joint venture, and the division of IP rights upon the termination of the joint venture.) ... International Joint Ventures (Foreign Corrupt Practices Act, export controls, anti-boycott laws, U.S. government reporting requirements and foreign ownership restrictions, and how the international context affects other issues in joint ventures, including due diligence, dispute resolution, intellectual property rights and exit rights.)

2009 Health Law Section Annual Meeting

Abstract: RAC Audits: Corporate Compliance Redux (Recovery Audit Contractors ("RACs"): Pilot program results, Permanent program features and RAC audits) ... Hidden Liabilities in the Electronic Medical Record (The push for electronic medical records and the top 10 reasons why they are here to stay, Risks endemic to electronic medical records including metadata, electronic discovery, medical malpractice and Medical malpractice study: EMRs as both sword and shield) ... Medical Board Hot Topics (Physician profile rules - the public reporting of malpractice settlements and awards, Supervision of allied health professionals and Physician ethics and capital punishment) ... Fiduciary Responsibilities of Directors of Health Care Organizations for Oversight of Quality and Patient Safety: Emerging Theories of Liability (Role of directors in health care organizations, and the emerging theories of liability regarding directors' duties.) ... New Hospice Conditions of Participation (Contract requirements, Nursing facility agreements, Medical director agreements, General inpatient and respite care agreements and Certification surveys) ... Understanding How the Government Regulates Drugs and Medical Devices (FDA regulations of drugs and medical devices; the new administration) ... Thriving and the Legal Profession (Job dissatisfaction and depression)

A Guide to Asset-based Finance

Abstract: Asset-based finance involves pledging property - often inventory or accounts receivable - for loans from commercial banks or other investors. Asset-based finance can be a fertile source of obtaining capital for growth or liquidity for otherwise illiquid businesses. This audio CD reviews the fundamentals of commercial finance and its underlying legal instruments.

A Practical Guide to Protecting Trademarks

Abstract: Your clients have invested a lot in their brands - the time, effort and money it takes to make their particular "mark" distinctive in the marketplace and signify value in the minds of their customers. In many ways, their trademarks have as much value as any tangible asset. Protecting those brands in the first instance and then capitalizing on them through licensing to third parties can be crucial to long-term business success. This audio CD provides non-intellectual property specialists with an introduction to brand protection and licensing. What can be protected - and what can't? How do you begin the process of protection - and what exactly do you get? What are the hidden dangers of brand licensing? How can you avoid them? These any many other questions will be answered in this program on the fundamentals of brand protection and licensing. This audio CD provides you an introduction into protecting. Topics include: Fundamentals of protecting brands - how do you do it & what do you get?; Which brands can be protected - and which can't?; Dangers in choosing brands that cannot be protected; The essentials of trademark licensing - what to look for & avoid and Getting the most out of your marks.

An Ounce of Prevention is Worth a Pound of Cure (2008 Ethics/Professionalism and Substance Abuse Awareness)

Abstract: Why Gamble With Your Career? ... Dealing with Gambling and Other Addictions ... The Impaired Lawyer's Impact on the Law Firm (Learn to identify the types of impairment that affect attorneys; Recognize and be able to document objective symptoms of impairment; Appreciate the impact an impaired professional has on his/her employer, colleagues, and clients; Evaluate risks of ignoring impairment including financial and ethical repercussions) ... The Disciplinary Process after a Lawyer is Found to be Impaired (What are the steps in the disciplinary process taken by the NC State Bar after a lawyer's ability to practice law is impaired by substance abuse and/or chemical addiction?) ... *Click below on "view TOC" to search the Table of Contents*

Annual Franchise and Distribution Law Devlopments 2007 By David S. Sager and Jonathan Solish

Abstract: A review of the past year's judicial development in franchise and distribution law Written by two seasoned professionals, this book includes extensively researched case law from August 2006 to August 2007. Compiled into an easy-to-use reference, this book will cut timely research out of your day by putting the latest review and analysis on franchise and distribution law at your fingertips.

Art of the Deal: Equity Funding

Abstract: With the credit markets seized up, conventional borrowing from commercial banks and private placement of debt is simply not available to many even financially successful companies. The only resort for most companies is obtaining equity investments from private equity firms, venture capitalists and "angel investors." This audio CD covers identifying sources of potential funds for your clients, structuring and negotiating the economic terms with various classes of investors and drafting the operative agreements. The audio CD also includes a discussion of the remaining opportunities to use debt funding. Learn more about: Identifying sources of equity funding in a challenging environment; Particular demands of different classes of investors; Negotiating and structuring economic terms and substantive rights; Drafting operative agreements and Use of debt financing.

Asset Protection in Bankruptcy Law and Estate Planning

Abstract: This audio CD discusses planning techniques for preserving client assets in the bankruptcy and estate planning, with an emphasis on bankruptcy. The audio CD reviews techniques for planning for the effective use of bankruptcy exemptions and the use of trusts in shielding assets from creditor claims. The real world risk of asset protection planning will also be analyzed, including claims that a client fraudulently transferred assets. In addition, the risks of creditor objections to discharge of a debt and the complex role of property ownership issues will also be examined. Listen to our All-Star panel, including William Norton of Norton on Bankruptcy, and you will learn more about the risks and rewards of certain asset protection planning techniques. Topics include: Fraudulent transfers risks; Exemption planning; Estate planning issues; Objections of discharge and Property ownership issues.

Asset-Backed Financing in a Tight Credit Environment

Abstract: The "credit crunch" has made it extremely difficult for businesses to obtain credit to fund current business operations, make capital expenditures or grow. Even companies with strong underlying businesses and cash flow cannot get loans. The one area of commercial finance where credit remains available is asset-backed finance, where creditors take security interests in specific (and often liquid) assets of the borrower in exchange for short-term credit. This audio CD provides you with a practical guide to structuring asset-backed loans in a tight credit environment. The audio CD examines the eligible types of assets, the different types of loans and structures available, and material terms in the operative documents. In a credit market where most lending has stopped, this is essential learning for all attorneys advising businesses. Topics include: How asset-backed loans have changed in the "credit crunch" environment; Types of asset-backed loans: Revolving, term, and capital expenditure; Structure of loans and material terms; Borrowing against accounts receivable and inventory and Practical tips on drafting loan documents.

Attorney Ethics in Billing Clients

Abstract: Every day attorneys struggle with the clock - accurately timing and recording hours spent on a client matter, providing an explanation of work accomplished, and billing the client. Because attorneys have a duty to loyally and zealously represent clients, this often leaves them in the precarious and ethically fraught situation of disputes with clients over billing issues. Did the attorney actually spend as much time as billed? Should the matter have taken less time? Did the attorney use work product from other clients and bill twice? These and many other issues will be addressed in this audio CD, which will be led by one of the nation's leading experts on the ethical challenges attorneys confront in billing clients. (Review of ethical rules applicable to billing - Billing for time versus other billing techniques - Recycling work product and billing multiple clients - Cost recovery and expense fraud - Contingency fee issues - Practical tips on avoiding ethical challenges by clients)

Bankruptcy for the Non-Bankruptcy Attorney

Abstract: n/a

Basic Partnerships Tax Principles - Part 1

Abstract: There is a basic and unavoidable tradeoff between flexibility of LLCs/Partnerships and their tax complexity. In a basic concept of practice that LLCs/partnerships, and their derivative forms, are for more malleable than C and S corporations, and can be adapted to virtually any business purpose. It's only later that the relative ease of forming and operating a LLC/partnership at the legal of state law and voluntary agreement comes at the price of having to comply with the sprawling complex Subchapter K of the federal tax code. This audio CD examines the basic income tax principles of LLC/partnership formation, operation, distributions, sales, and liquidations. Topics include: framework of partnership tax principles, tax treatment of "property" and "services" members on formation, contributions of debt in lieu of property or services, liabilities attaching to contributions, special issues involved with the contribution of appreciated property, incentive compensation planning and important tax elections.

Basic Partnerships Tax Principles - Part 2

Abstract: There is a basic and unavoidable tradeoff between flexibility of LLCs/Partnerships and their tax complexity. In a basic concept of practice that LLCs/partnerships, and their derivative forms, are for more malleable than C and S corporations, and can be adapted to virtually any business purpose. It's only later that the relative ease of forming and operating a LLC/partnership at the legal of state law and voluntary agreement comes at the price of having to comply with the sprawling complex Subchapter K of the federal tax code. This audio CD examines the basic income tax principles of LLC/partnership formation, operation, distributions, sales, and liquidations. Topics include: type, timing and taxability of partnership distributions and exceptions to taxability, practical illustration of the operation of allocation provisions and relationship to distributions, special allocations, how they work and limits on the allocation of tax benefits, relationship of providing personal services to a partnership and receiving partnership distributions and common tax drafting errors in partnership agreements and practical tips for avoiding them.

Basics of Bankruptcy (A Practical Guide for the New Practitioner)

Abstract: The Initial Interview Process with a Debtor Client (Initial interview and consultations; Assessing the client's situation; Appropriate bankruptcy code; accepting and documenting the engagement) ... Representing the Chapter 7 Debtor (objections to discharge and dischargeability of debt, challenges and issues under Section 707(b), exemption and exemption planning issues) ... Representing the Chapter 13 (role of attorney, Debtor and of the Chapter 13 Trustee; formulating a Chapter 13 plan and calculating plan payments using forms ((inc. Form B22C); super-discharge.) ... Representing the Chapter 11 Debtor (Chapter 11 Reorganization; First Day Motions; cash collateral and DIP financing issues; official committees of unsecured creditors.) ... Representing your Client before the Court (Addressing the Court, tendering exhibits and evidence, addressing witnesses, and basic courtroom demeanor.) ... Representing your Creditor in Consumer and Business Cases (Panel of creditors' attorneys about representing creditors in both consumer and business cases; moving for relief from the automatic stay; obtaining a reaffirmation agreement; defending lien avoidance actions; preparing and filing a proof of claim for your client, etc.) (BAPCPA, conveyances) ... *Click below on "view TOC" to search the Table of Contents*

Basics of Franchise Law

Abstract: n/a

Boards of Directors: Fiduciary Obligations & Liability in a Troubled Market

Abstract: Boards of directors are the ultimate fiduciary stewards of corporations. Along with that responsibility goes the risk of incurring substantial personal liability when the business falters or fails. The risk is particularly acute now in an exceptionally turbulent economy when businesses in every industry are confronting historic volatility. This audio CD provides you a guide to the sources of fiduciary risk and liability for directors of private companies. The audio CD examines both corporate law and bankruptcy sources of liability, and best practices for avoiding director liability. Topics include: Director fiduciary risk and liability for private corporations; Liability for non-corporate boards; Corporate law and bankruptcy law sources of liability; Assessing when an entity enters the "zone of insolvency"; Best practices for avoiding director liability.

Business Divorce - Part 1

Abstract: As with personal divorces, businesses divorces can involve the harmonious separation of property among partners, or it can be protracted and rancorous. This audio CD focuses on the ethical and legal issues that arise when owners of a business elect to separate business assets among themselves. Topics include: most important provisions of buy-sell agreements, special S corp and LLC considerations, problems of dividing assets of an operating business, anticipating and planning for business divorces and taxable v. non-taxable transactions.

Business Divorce - Part 2

Abstract: As with personal divorces, businesses divorces can involve the harmonious separation of property among partners, or it can be protracted and rancorous. This audio CD focuses on the ethical and legal issues that arise when owners of a business elect to separate business assets among themselves. Topics include: valuation techniques for closely held businesses and finance considerations, role of non-competition agreements, common intellectual property issues, including customer lists, goodwill and trade secrets, compensation issues and preservation of valuable tax attributes.

Business Planning with S Corps - Part 1

Abstract: With the growing popularity of LLCs as the pass-through entity of choice, the advantages of using S Corps is sometimes overlooked. Furthermore, many smaller and medium size businesses, particularly professional corporations, still operate as S Corps. This two-part audio CD will analyze the advantages and drawbacks of using S Corps, and analyze practical planning opportunities, including a discussion of capital gains issues and employment taxes.

Business Planning with S Corps - Part 2

Buying and Selling Distressed Small Businesses - Part 2

Abstract: "Bargain hunting" for distressed businesses provides the potential for substantial upside for your clients as they turn those businesses around and grow them over time. But those opportunities for substantial financial gain also come with substantial risks. This audio CD examines how you, as legal counsel, can help your clients identify valuable opportunities and yet limit their exposure to liability arising from common law theories of successor liability and bankruptcy law. Topics include: bankruptcy framework for buying distressed businesses, buying assets and businesses at bankruptcy auctions, acquisition techniques, including "loan to own" strategies and warning signs and pitfalls of buying businesses out of bankruptcy.

Buying and Selling Distressed Small Businesses - Part 1

Abstract: "Bargain hunting" for distressed businesses provides the potential for substantial upside for your clients as they turn those businesses around and grow them over time. But those opportunities for substantial financial gain also come with substantial risks. This audio CD examines how you, as legal counsel, can help your clients identify valuable opportunities and yet limit their exposure to liability arising from common law theories of successor liability and bankruptcy law. Topics include: legal framework of buying/selling distressed businesses, the business task: helping your clients find value, what deals are getting done - or not done, non-bankruptcy strategies for acquiring/selling businesses, purchasing a distressed note with the prospect of buying the distressed business and successor liability issues.

Choice of Entity for Small & Medium Size Business - Part 1

Abstract: First of a two-part series that will examine in compare-and-contrast mode the major tax and non-tax advantages of various types of business entities. The audio CD is designed specifically with smaller and medium-size businesses in mind, and will focus on the practical and day-to-day tax and other benefits of each type of entity. The audio CD also reviews major legislative and regulatory developments impacting each type of entity.

Choice of Entity for Small & Medium Size Business - Part 2

Abstract: Second of a two-part series that will examine in compare-and-contrast mode the major tax and non-tax advantages of various types of business entities. The audio CD is designed specifically with smaller and medium-size businesses in mind, and will focus on the practical and day-to-day tax and other benefits of each type of entity. The audio CD also reviews major legislative and regulatory developments impacting each type of entity.

Corporate Goverance for Family Businesses

Abstract: Although the principles of good corporate governance apply universally without regard to the size of the business, family and privately held businesses pose challenges unique to them. This audio CD covers board of director, voting, management and buy-out issues of corporate governance as they apply specifically in the context of family-owned and closely-held businesses, with a emphasis on practical techniques avoiding paralyzing internal disputes.

Corporate Governance for Non-Profits

Abstract: Nonprofit organizations - hospitals, schools, charitable groups - are vital contributors to the communities they serve. They can be complex organizations, involving not only charitable activities, but also substantial business and financial operations. With increased regulatory oversight by state attorneys general and legislative activity at the federal level, there is more attention on effective governance of nonprofits than ever before. Led by the general counsel of a major children's hospital and one of nation's leading private practitioners in this area, the audio CD focuses on executive compensation issues, regulatory developments including new IRS Form 990, and emerging issues for nonprofit boards of directors. Topics include: Executive compensation issues - hidden forms of compensation, expense accounts and board supervision; Developments related to the governance questions on new Form 990; Governance in the health care sector; Audit committees, whistle blowing, and document retention; Activism of state attorneys general and Case law developments and legislative proposals.

Data Security and Privacy in the Age of Smartphones and Social Networking (Antitrust and Trade Regulation Section Annual Meeting)

Abstract: Data Security and Breach Notification: What Businesses Should Do to Keep Data Secure and What They Should Do When They Fail (Emerging standards for data security, FTC rules and decisions, court decisions and industry standards and Breach notification laws in NC) ... Workplace Privacy: How Do Computers and Employment Mix? (Google and Facebook; Monitoring employees' e-mails, blogs, "twitters" and GPS positions; Developing computer use policies and customers' and employees' privacy) ... Identity Theft and Computer Crimes: Federal and State Prosecutors Bring You News from the Frontline (Hacking, phishing and spoofing; Recent identity theft and computer crime laws) ... Online Privacy and E-Marketing: Avoiding the Sharks While Surfing the Web (Spam and telemarketing; Targeted advertising; marketing to children; liability of bloggers and commenters) ... Practical Aspects of Privacy and Confidentiality in Litigation (HIPAA and Gramm-Leach-Bliley) ... Practical Aspects of Privacy and Confidentiality in Transactions (Evaluating risks related to private information during due diligence; Handling issues related to privacy and data in drafting the contract and Dealing with private information when putting the transaction into effect)

Dealmakers & Deal Breakers: Coordinating Business and Estate Planning Goals

Abstract: Nuts & Bolts, Choice of Entity Considerations and Tools and Techniques (How entity considerations impact future planning opportunities, including liquidity events, estate planning, charitable planning and business succession planning. Topics include: Choice of entity considerations in business formations; How to structure effective estate planning techniques; Use of entities in charitable gift planning; What types of tax consequences to expect and look for in a liquidity event; How to effectively utilize business succession planning techniques.) ... Softer Side of Succession Planning/Social and Psychological Issues ... Funding Buy/Sell Agreements with Insurance (Goals - ensure business viability and orderly transfer of business control; Challenges - triggering events; types of funding mechanisms and insurability; Relationship between business valuation and insurance planning; Insurance funding - selection; Types of buy/sell arrangements - structure; Effect of choice of business entity on buy/sell structure and selection of insurance) ... Valuation Issues ... *Click below on "view TOC" to search the Table of Contents*

Diversity Issues in Ever-Changing Times: The Future of Diversity Goals and Initiatives in Today's Society (Minority Corporate Counsel Program)

Abstract: The New Face of Diversity (Diversity used to be a race and gender issue but now many argue that diversity is much broader than that. Who's right and who's wrong? Are issues of diversity bigger challenges for some groups than others? How do we address some of these issues in light of our internal diversity initiatives? "What is diversity?" and how is diversity defined and applied in today's legal profession?) ... Diversity and Difficult Economic Times (When the economy hits a downturn, how does diversity interplay with bottom line issues? Considering a number of factors, including an economy in distress, what incentive exists for corporations and law firms to participate in programs diversity programs, particularly if no tangible result is achieved immediately? Are monies still directed towards mentoring and career development initiatives for diverse attorneys, or are those programs cut and all lawyers fend for themselves? The realities behind diversity and the bottom line, and how to continue to champion diversity in tough economic times.) ... Diversity Initiatives in the Legal Profession - A "State of the State" Review of Diversity Best Practices in NC (Successful law firm diversity initiatives being implemented by NC law firms and corporations, and provide feedback to legal practitioners in attendance on tactics that have worked in the NC legal market.)

Effective Lawyering in a Complex World

Abstract: Substance Abuse: Real Stories (An estimated one-third of all attorneys suffer from depression and/or alcohol or drug addiction, at a rate two to three times higher than the general population. The implications for lawyers, loved ones, our clients and the profession are obvious.) ... 10 Practice Management Tips for Effective Lawyering (10 practical, ready-to-implement technology, management and marketing tips to increase your effectiveness and gain more control.) ... Peak Performance and Complex Lives (Reduce stress, while achieving and maintaining peak performance in the complex, demanding life. Practical techniques you can apply immediately to increase your productivity, effectiveness and satisfaction.) ... Dealing with Diversity Within Your Law Office (Understanding some general traits that employees in different age groups tend to share. Review of the main values and approaches to work of the four generations in your workplace and discuss strategies and techniques to better meet the needs of the different generations as well as minimize workplace conflict.) ... The True Professional in a Challenging World (The professional heritage of lawyers and how that heritage is being challenged by the pressures of our 21st century world.) ... *Click below on "view TOC" to search the Table of Contents*

Emerging Topics in Intellectual Property Law in the 21st Century (2007 Intellectual Property Law Section Annual Meeting)

Abstract: How to Defend Patent Rights When Uncle Sam is Your Partner (contracting and partnering transactions between the private sector and the government ) ... Franchising - Red Flags and Opportunities (franchise agreements) ... The Intersection of Bankruptcy and Intellectual Property Law (the effect of the automatic stay on infringement actions; disgorgement of license fees as preferences; license agreements as executory contracts; impact of bankruptcy on debtor licensees; protections afforded non-debtor licensees when licensor files for bankruptcy; and the impact on non-debtor licensees of sales "free and clear" of intellectual property that has been licensed to them pre-bankruptcy by the debtor.) ... An Open Source Model ... Intellectual Property and Social Justice: Ethical Obligations and Ethical Opportunities ... Web Site Legal Audits: Evaluating On-line Legal Exposure (domain name registration issues; online intellectual property issues; commercial issues such as advertising rules, warranties and FTC rules impacting web sites; privacy issues; terms of use and several particularly high risk Internet practices) ... Year in Review: Federal Circuit Review (Patent Cases) ... Trends to Watch in U.S. Copyright and Trademark Law ... *Click below on "view TOC" to search the Table of Contents*

Entity Conversions: LLCs, Corporations, and S Corps, From One Thing to Another

Abstract: Choice of entity is not a one-time decision. Businesses change their form of entity for many reasons - the tax or economic posture of owners may change, new investors may require a different form of entity, or market or regulatory conditions may indicate a different form of entity. Whenever an entity is converted from one form to another, significant tax liability and corporate or partnership law issues arise. One important consideration is how to modify underlying company agreements to ensure the basic economic arrangements of the business remain intact. This audio CD provides a real-world guide to entity conversions among C Corps, S Corps, partnerships and Limited Liability Companies, with extensive discussions of the tax and non-tax implications of the conversions. Topics include: Conversions among C Corps, S Corps, partnerships and LLCs; Strategies for minimizing tax on conversions; Corporate and partnership law considerations; Drafting issues in underlying company agreements and Traps for the unwary.

Fiduciary Standards for Nonprofit Directors and Officers

Abstract: The faltering national economy has hit non-profits hard. At the same time that there is rising need for their services, many non-profits have seen their endowments fall sharply in value because of the declining stock market. These developments have forced the directors of non-profits to answer many difficult questions about their investment strategies and make difficult choices about scaling back their charitable programs. These decisions are fraught with potential fiduciary liability for non-profit boards of directors and officers. This audio CD focuses on fiduciary standards and liability for directors and officers of non-profits within the specific context of many of their most challenging decisions. Topics include: Liability arising from steep declines in market value of nonprofit endowments; Gaining access to restricted funds after market declines in endowments; Scaling back programs and initiatives; Terminating or partially closing the nonprofit; New commission-based arrangements with fundraisers and Merging troubled nonprofits.

Financial Crisis Audio CD Series: Getting Under the TARP (Troubled Asset Relief Program): Selling Toxic Assets to the Gov & Gov Purchases of Stock

Abstract: In recent months, the United States financial system has been rocked to its foundation. Bear Stearns, Lehman Brothers and AIG - all major financial institutions that collapsed virtually overnight. On an almost daily basis the Federal Reserve and Treasury Department have desperately struggled to stem the tide, pumping trillions of dollars of liquidity into frozen financial and credit markets. And recently Congress passed a $700 billion bailout package to purchase toxic securities from banks. The pace of changing has been stunning and deeply unsettling. This four part series will provide you a practical guide to the changes in the financial system, from the massive new Congressional bailout to the implosion of the housing sector, to selling toxic assets to the government and new changes in banking regulation.vernment and new changes in banking regulation. SEGMENT 3 topics include: Guarantees of bank debt ; Substantial changes to deposit insurance coverage; Interbank lending; Creation of Commercial Paper Funding Facility; Substantial expansion of Term Auction Facility; Payment on interest on reserves; Much moret on interest on reserves; Much more.

Financial Crisis Audio Cd Series: Housing Market: Fannie, Freddie and Foreclosure Abatement

Abstract: In recent months, the United States financial system has been rocked to its foundation. Bear Stearns, Lehman Brothers and AIG - all major financial institutions that collapsed virtually overnight. On an almost daily basis the Federal Reserve and Treasury Department have desperately struggled to stem the tide, pumping trillions of dollars of liquidity into frozen financial and credit markets. And recently Congress passed a $700 billion bailout package to purchase toxic securities from banks. The pace of changing has been stunning and deeply unsettling. This four part audio CD series provide you with a practical guide to the changes in the financial system, from the massive new Congressional bailout to the implosion of the housing sector, to selling toxic assets to the government and new changes in banking regulation. SEGMENT 4 topics include: New underwriting standards for conforming loans; What Fannie and Freddie will buy from banks and will not; Foreclosure mitigation efforts under the bailout legislation; New residential loan servicing standards; New housing goals: The New Fannie and Freddie.

Financial Crisis Audio CD Series: Impact of the Credit Crisis on Banking Regulations: New Rules of the Road

Abstract: In recent months, the United States financial system has been rocked to its foundation. Bear Stearns, Lehman Brothers and AIG - all major financial institutions that collapsed virtually overnight. On an almost daily basis the Federal Reserve and Treasury Department have desperately struggled to stem the tide, pumping trillions of dollars of liquidity into frozen financial and credit markets. And recently Congress passed a $700 billion bailout package to purchase toxic securities from banks. The pace of changing has been stunning and deeply unsettling. This four part audio CD series provides you with a practical guide to the changes in the financial system, from the massive new Congressional bailout to the implosion of the housing sector, to selling toxic assets to the government and new changes in banking regulation. SEGMENT 3 topics include: Guarantees of bank debt; Substantial changes to deposit insurance coverage; Interbank lending; Creation of Commercial Paper Funding Facility; Substantial expansion of Term Auction Facility; Payment on interest on reserves; Much more.

Financial Crisis Audio CD Series: Understanding the Bailout: An Overview of Sprawling Changes to Banking, Accounting and Real Estate

Abstract: In recent months, the United States financial system has been rocked to its foundation. Bear Stearns, Lehman Brothers and AIG - all major financial institutions that collapsed virtually overnight. On an almost daily basis the Federal Reserve and Treasury Department have desperately struggled to stem the tide, pumping trillions of dollars of liquidity into frozen financial and credit markets. And recently Congress passed a $700 billion bailout package to purchase toxic securities from banks. The pace of changing has been stunning and deeply unsettling. This four part audio CD series provides you a practical guide to the changes in the financial system, from the massive new Congressional bailout to the implosion of the housing sector, to selling toxic assets to the government and new changes in banking regulation. SEGMENT 1 topics include: Background of crisis: Collapse of the housing market, growth of collateralized debt obligations, and rising defaults; Congressional Action: Detailed review of Emergency Economic Stabilization Act of 2008; Federal Reserve Activity: interest rates, new lending facilities, commercial paper intervention, loans to industry; SEC Activity: rules changes and enforcement activity; Recapitalization of banks across the nation.

Financial Crisis FOUR Audio CD Series Package - The Bailout, TARP, Banking Regulations and the Housing Market

Fundamentals of Employment Law

Abstract: Title VII Overview ... Labor Overview and Panel Discussion on EFCA ... FLSA Overview ... FMLA and ADA Overview ... War Stories 101 Panel (Relations with government agencies; Mediation; Trial; Case selection) ... Overview of North Carolina Employment Laws Affirmative Action Compliance; Diversity and Inclusion Strategies ... Immigration 101

Fundamentals of Trade Secrets in Business Law

Abstract: Trade secrets -- the know-how, methods, practices, and other confidential information that forms the basis of many businesses -- are often overlooked in business transactions. Trade secrets, if not properly protected by agreement and actual practice, can be easily lost, and substantially the diminish the practical value of a business. This audio CD discuses methods for protecting the value of trade secrets and ensuring the business value they create.

Honing Your Intellectual Property Expertise (2009 Intellectual Property Law Section Annual Meeting)

Abstract: When the Spark of Genius Lights the Pre-existing Paper: Obviousness after KSR ( KSR v. Teleflex, 550 U.S. 398 (2007), CAFC/BPAI/PTO) ... TTAB Tune-up: Getting Up to Speed on the Law and the Rules (TTAB rule changes; fraud, intent-to-use, marks doctrine, international convention priority, doctrine of equivalents.) ... Tips for Success Before the Board of Patent Appeals and Interferences (vs. filing an RCE.) ... Copyright Registration Process (Newly adopted Form CO, which replaces Forms PA, TX, VA et. al.) . Hot Topics in Bioethics and Intellectual Property ... Patents: Minimizing Infringement Risk (Interpreting claims, claim construction, Markman rulings, infringement and equivalence) ... Fair Use: How Far Can You Go? (Fourth Circuit jurisprudence on traditional and nominative trademark fair use with an "attempt" to relate these doctrines to the original Lanham Act legislative intent) ... Privacy and Information Security: Compliance and sk Mitigation in Website Operations, Mobile Marketing and Information ity rBreach Response (Website privacy, direct marketing, mobile marketing; o nline behavioral advertising; Information security; Email records t nchallenges, text messaging and phone-over-Internet services) ... Year in Review: Patent Law Update (In re Bilski, 545 F. 3d 943 (Fed. Cir. 2008) ebanc), etc) ... Year in Review: Trademark Law Update

Hot Button Issues Facing Corporate Counsel (2007 Corporate Counsel Section Annual Meeting)

Abstract: Ethics Issues Facing In-house Lawyers in Uncertain Times (Representing exec's as well as the co., Ownership of the Attorney-client privilege after a "spin-off", "Up the ladder" reporting under Sarbanes-Oxley, Risks of sharing work product with the gov't and outside auditors, Whether corp counsel can be covered under the indemnification provided to other exec's, Risks of lawyers serving on corporate boards of directors, Rules governing law dept hiring from private firms and the gov't, Whether plaintiffs can speak "ex parte" with corp employees, What lawyers should do if inadvertently sent privileged emails/faxes) ... Wage and Hour Class Actions: The Storm is Coming, Are You Ready? (Class action litigation involving wage and hour issues, Self-audits to identify and correct wage and hour mistakes, What to look for and how to resolve issues) ... It's Just a Little Restrictive Covenant-Why Won't the Court Enforce It? (Important points and recent developments regarding covenants not to compete) ... Responding to Allegations of Corporate Misconduct under the Securities Laws and Handling Governmental Inquiries (Current securities regulatory climate, Conducting an internal investigation?, Conducting an effective internal investigation) ... *Click below on "view TOC" to search the Table of Contents*

How to Read Financial Statements

Abstract: The passage of the Sarbanes-Oxley Act has created a new reporting environment for attorneys and analysts. GAAP accounting continues to present an ever-moving target. Transparency and disclosure are the new rallying cries, and yet financial statements can be impenetrable to the untrained eye. This audio CD provides an introduction to the reading of financial statements and disclosures, with special attention paid to recent changes in financial reporting.

Information Security for Lawyers and Law Firms

Abstract: Written for lawyers and lawfirms, this book provides sound advice and offers valuable guidelines and assistance to bridge the worlds of law and technology on important information security issues that face the legal professional every day. Content includes: The ethical duties of lawyers relating to securing their electronic information; How a small lawfirm can have reliable security; What are worms, Trojans, spyware, malware, spiders, key loggers and their implications; Is it safe to use wireless technology for the delivery of legal services; In large firms, what information security duties can be delegated; How lawyers and other law firm personnel can be trained in information security.

Letters of Credit: Practical Financial Uses in Transactional Practice

Abstract: They are governed by Article 5, the shortest and most obscure part of the Uniform Commercial Code, which complicates the use of these essential tools in business and commercial practice. This audio CD provides you with a real-world introduction to the fundamentals of using letters of credit. The audio CD covers the market actors in a letter of credit - applicants, issuers and beneficiaries, or assignee of proceeds; how letters of credit are different from other forms of credit enhancement; the crucial do's and don'ts of negotiating and drafting letters of credit; and the very timely issue of how letters of credit work in bankruptcy. Learn more about: What is a letter of credit and how is it used; How letters of credit differ from other forms of credit enhancement ; What are the do's and don'ts of letter of credit practice; How does a letter of credit work in bankruptcy; What is the role of an attorney when advising a client on a matter involving a letter of credit and New developments in letter of credit law and practice.

Light and Life at the End of the Tunnel: Resources to Aid Lawyers to Live Better Lives

Abstract: Unique Psychological Problems Facing Lawyers (BarCARES: Private health providers, Human Resource Consultants, BarCARES counseling and BarCARES counseling) ... Responding Effectively to the Challenges Presented by an Impaired Colleague in Light of our Duty to Each Other, the Profession, and the Public ... Recovering from Debilitating Mental Conditions or Addictions ... Resources Available to Firms to Enhance Lawyer Effectiveness and Address Lawyer Impairment ... On the 'Broken' Road of Recovery with the Next Generation ... How the State Bar Processes Impaired Lawyer Cases ... Getting the Best Out of Your Brightest and Helping Them Get the Best Out of Themselves (Adhering to the commonly accepted standards of Professionalism; teaching good legal "judgment"; building trust and accountability systematically in your law firm through higher expectations of professionalism) ... The Firm's Response to the Impaired Lawyer (Statistics on the problem of the dissatisfied or impaired lawyer; addiction and mental illness in the workplace; charting an ethical, businesslike and moral course) ... *Click below on "view TOC" to search the Table of Contents*

Limited Liability and Partnership Update: Non-Tax Aspects

Abstract: This audio CD provides a broad update on the most recent and important non-tax developments involving the use of Limited Liability Companies and partnerships in transactional practice. The audio CD focuses on the recent enactment in many states of "Series LLCs," and the techniques for using them to limit liability and for asset protection purposes. Relating to the current downturns in the real estate and financing markets, the audio CD discusses financially distressed LLCs, both in terms of pre-planning and post-petition filings. The audio CD also discusses the ongoing challenges of entity conversion - into and out of the LLCs and partnerships. This audio CD is the companion to our update on the tax aspects of LLCs and partnerships. Topics include: New "Series" LLCs: Asset protection techniques and traps; Entity Conversions: Into and out of LLCs; LLCs and Bankruptcy: Special considerations and Equity and incentive compensation in LLCs.

Limited Liability and Partnership Update: Tax Aspects

Abstract: This audio CD provides a wide ranging discussion of current developments and trends in the tax aspects of partnerships and Limited Liability Companies. The audio CD includes a discussion of IRC § 704(c) and the practice of merging and dividing partnerships and Limited Liability companies. With the ongoing credit crunch in the general economy and pressure on the real estate market, the audio CD also focuses on the tax implications arising from financially distressed LLCs and the use of LLCs in real estate deals. The audio CD also covers regulatory developments related to disguised sales and the anti-mixing bowl rules. ?This is a wide ranging update on the tax implications of the most common choice of entity today, the LLC. Topics include: Section 704(c) LLC merger and division rules; Disguised sales and anti-mixing bowl rules; Financially distressed LLCs and Hot topics in real estate and LLCs.

LLC Distributions and Liquidations

Abstract: Distributions of cash and other property out of a Limited Liability Company to its member-owners are generally tax-free. But there are a host of non-intuitive exceptions to the rule that have the potential to trip up transactional counsel. This audio CD provides the non-tax specialist with practical tax planning guidance for current or liquidating distributions - when distributions become taxable and practical techniques for avoiding current taxation. Among other topics, the audio CD covers how certain asset classes trigger current taxation, the taxable interrelationship of providing services to an LCC and distributions, and under what circumstances liquidating distributions are taxable. The audio CD also reviews the tax consequences to the LLC itself. Topics include: Framework of the taxation of LLC distributions & exceptions to non-recognition; How businesses with certain assets trigger current taxation of distributions; Taxable interrelationship of providing personal services to an LLC & receiving distributions; How certain "related" transactions trigger taxation; When liquidating distributions trigger taxation and Tax impact of distributions on the LLC.

LLCs and Insolvency: Bankruptcy and Tax Aspects

Abstract: What are the entity-level and member-level implications of an LLC entering the zone of insolvency - and filing for bankruptcy? As LLCs have become the default entities of choice for many businesses, practitioners are increasingly confronting major insolvency, bankruptcy and tax issues as their clients fall into insolvency and file for bankruptcy. Integrating bankruptcy and tax law, this audio CD guides business counsel through the heightened duties of managers as the LLC enters insolvency, the increased risk of liability, and the real-world tax and bankruptcy implications for both the entity and its owners as each file for bankruptcy. This audio CD is essential learning for attorneys advising LLCs! Topics include: Overview of LLCs v. corporations in bankruptcy; Heightened duties of care for managers when LLC enters zone of insolvency and potential liability; Bankruptcy implications of entity-level and member-level bankruptcy filings; Special issues for single-member LLC; Cancellation of indebtedness income and allocation to members and Allocation of tax attributes and basis issues.

Making Your Case: The Art of Persuading Judges by Antonin Scalia and Bryan A. Garner

Abstract: In their professional lives, courtroom lawyers must do these two things well: speak persuasively and write persuasively. In this noteworthy book, two noted legal writers systematically present every important idea about judicial persuasion in a fresh, entertaining way. The book covers the essentials of sound legal reasoning, including how to develop the syllogism that underlies any argument. From there the authors explain the art of brief writing, especially what to include and what to omit, so that you can induce the judge to focus closely on your arguments. Finally, they show what it takes to succeed in oral argument.

Mergers and Acquisitions (2008 Business Law Institute)

Abstract: Mergers and Acquisitions; a Primer (Acquisitions of unincorporated divisions, separate subsidiaries and entire companies; typical negotiated acquisition, including pricing and payment methods, the acquisition agreement process, due diligence, financing, and pre-closing, closing and post-closing matters) ... Letters of Intent (negotiation strategies, provisions to include or omit, no shop and go shop clauses, cross border transaction issues, litigation pitfalls, board approvals, controlled auction situations, and related issues) ... Due Diligence (purchase and sale agreement; a model process for a seller of a business and an efficient method of analyzing a complex target business on behalf of a buyer) ... Current Trends in Mergers and Acquisitions (Deal Points Study; purchase price adjustments and earnouts; catch-all representations and warranties; closing conditions; indemnification survival periods, baskets, and caps; and d.r. provisions.) ... Negotiating the Acquisition Agreements (anti-sandbagging provisions, post-closing indemnification process provisions, and representations such as the financial statement and undisclosed liability representations; treatment of financing and management roll-over provisions in a sale to a financial purchaser) *Click below on "view TOC" to search the Table of Contents*

Merging LLCs: Tax and Non-Tax Aspects - Part 1

Abstract: The methods and practice of corporate mergers and acquisitions follow well-worn paths in the law, but combining and breaking up LLCs is something entirely different. The familiar tax and non-tax principles and sources of law do not apply, or do not apply in nearly the same way. There are many complications. This audio CD guides you through the federal income tax and general state law principles of "inter-species" entity mergers and acquisitions - LLCs into LLCs, and LLCs into C Corporations. The audio CD also focuses on many of the real-world and yet often overlooked considerations of LLC mergers, including equity compensation, the application of sales taxes, and the breakup and sale of pieces of LLCs. This audio CD is essential learning for business transactional counsel advising LLCs. Part 1 topics include: Overview of how LLC M&A differs from corporate M&A; Asset v. equity transactions; Treatment of entities v. members/owners; LLC-LLC mergers and LLC-corporation mergers.

Merging LLCs: Tax and Non-Tax Aspects - Part 2

Abstract: The methods and practice of corporate mergers and acquisitions follow well-worn paths in the law, but combining and breaking up LLCs is something entirely different. The familiar tax and non-tax principles and sources of law do not apply, or do not apply in nearly the same way. There are many complications. This audio CD guides you through the federal income tax and general state law principles of "inter-species" entity mergers and acquisitions - LLCs into LLCs, and LLCs into C Corporations. The audio CD also focuses on many of the real-world and yet often overlooked considerations of LLC mergers, including equity compensation, the application of sales taxes, and the breakup and sale of pieces of LLCs. This audio CD is essential learning for business transactional counsel advising LLCs. Part 2 topics include: Breakup of LLCs; Corporate conversions into LLCs; LLC conversions into corporations; Sales tax issues; Equity compensation issues and Common pitfalls and drafting tips.

NCBA 2009 Annual Review

Abstract: n/a

Peeling the Onion: A Study of the State Government Ethics Act's Impact on Non-Profits, Lobbyists and Lawyers

Abstract: Overview of the State Government Ethics Act ... The State Ethics Commission and Advisory Opinion Process ... New Lobbying Rules and Regulations ... The Impact of the State Government Ethics Act on Nonprofit Organizations ... The Impact of the State Government Ethics Act on the Practice of Administrative Law ... Managing a Government Relations Practice and Your Clients Under the New Rules of the Game ... Corporate Advocacy/Solicitation ... The New 527 Legislation ... *Click below on "view TOC" to search the Table of Contents*

Promissory Notes: Hidden Traps

Abstract: Promissory notes are among the most common instruments of transactional practice, routinely used for short-term bridge loans or longer-term finance. Because they are commonplace, important provisions are often overlooked as "boiler-plate" and hidden traps go unseen until triggered. This audio CD provides a practical guide to reviewing and drafting promissory notes with an emphasis on the application of UCC Article 3 Negotiable Instruments. The audio CD explores the rights and risks of note makers, lenders, and holders in due course. Topics include: Core concept of promissory notes and applicability of UCC Article 3/Negotiable Instruments; The meaning of "boilerplate" waivers in promissory notes; The proper mechanics for the sale or purchase of a promissory note; Rights of lenders who take pledges in promissory notes and When a maker will not receive credit for payments made on its promissory note.

Revitalizing the Lawyer-Poet: What Lawyers Can Learn from Rock and Roll (A Fresh View of Professionalism)

Abstract: Revitalizing the Lawyer-Poet: What Lawyers Can Learn from Rock and Roll (A fresh perspective on the definition of "professionalism" in the context of the modern practice of law. What is professionalism?; What are the causes and consequences of the crisis in professionalism?; Do lawyers have a public responsibility as intermediaries between the people and the law?; Can lawyers make money, have fun and do good, all at the same time?) ... Jam Session: NC Lawyers' Response (Do lawyers need a fresh view of professionalism? What can North Carolina lawyers learn from rock and roll?) ... "One Bourbon, One Scotch, and One Beer" and "Manic Depression" Are Not Just Song Titles: Recognizing and Managing Substance Abuse and Mental Health Problems in the Legal Profession (How does the crisis in professionalism affect lawyers on a personal and individual level? What is its role in causing mental health problems, depression and substance abuse?: Causes of depression and other mental health problems; Causes and nature of substance abuse as problem for lawyers; Strategies for preventing these problems through rebalancing your life and finding new meaning in your work) ... *Click "view TOC" below to search the Table of Contents*

S Corp Mergers

Abstract: This audio CD focuses on the combination of S Corps with S Corps and other business entities in taxable and nontaxable deals - and how they differ from classic C Corporation combinations. The audio CD takes a case-study approach and examines how to accomplish an asset deal with a step-up in basis under IRC § 338(h)(10) and tax free combinations of S Corp/S Corps, S Corp/C Corps, and S Corp/LLCs. The audio CD also covers the sale of minority interests in an S Corp and management buyouts. This audio CD is essential learning for anyone who advises S Corps in business transactions. Topics include: How S Corp combinations differ from classic C Corp mergers; Asset deals under IRC § 330(h)(10); Tax free S Corp/S Corp and S Corp/C Corp mergers; Mergers of S Corps and LLCs; Sale of minority interests and Management buyouts.

Successor Liability in Asset Acquisitions

Abstract: In several important instances, a buyer of assets may inadvertently and by operation of law, and not agreement, succeed to the business liabilities of the seller of the assets. At common law and under bankruptcy law, there are many instances where the buyer is left unaware that the seller's creditors have a valid claim against the buyer for the seller's liabilities. This audio CD reviews common law and statutory sources of liability for asset acquisitions, including fraudulent transfer concerns, practical tips for identifying potential liability, and structuring and drafting your transfer documents to allocate, reduce or eliminate the liability. Topics include: Common law and bankruptcy code theories of successor; De facto mergers and business continuation exceptions to non-liability; Fraudulent transfers traps; Creditor rights against asset buyer and seller; Risks of buying assets and businesses out of bankruptcy and Structuring and drafting techniques to reduce or eliminate risk.

The Attorney-Client Privilege and the Work Product Doctrine

Abstract: The Attorney-Client Privilege: An Interactive Guide with Practical Tips ... The Work-Product Doctrine: An Interactive Guide with Practical Tips ... This publication is devoted to perhaps the most important topic that lawyers face everyday -- preserving and protecting the attorney-client privilege and the work product doctrine. The attorney-client privilege is the oldest privilege in the law, and is implicated every time that lawyers speak with their clients, their client's agents, their own agents and others. Yet many lawyers are unfamiliar with even the basics of the attorney-client privilege, let alone the nuances that can make or destroy the privilege. Transactional lawyers and litigators must become familiar with the attorney-client privilege to serve their clients -- the former are largely responsible for properly creating the privilege, and the latter are often responsible for defending it. ... *Click below on "view TOC" to search the Table of Contents*

The Cybersleuth's Guide to the Internet

Abstract: Much information once only available to professional researchers from expensive sources is now available for free on the Internet, if you know how to find it. This book will show you how to be a cyber-detective and unearth this information FREE (or at low cost!) on the Web. Also included is Levitt and Rosch's North Carolina-specific resource guide on CD. Fully bookmarked and searchable, the CD makes conducting Internet-based N.C. legal research a snap! The book includes examples based on real world research scenarios. Whether you're just starting to use the Internet for serious research or you're a seasoned online research veteran, this book can help you find what you're looking for fast and free. Learn how to use the same tools as skip tracers & private investigators. Find out How to Dig Up "Dirt" About Anyone; Uncover Information to Attack Someone's Credibility; Seek out the Smoking Gun; Mine the Web for Missing People; Discover Addresses (Home and Email); Find Phone Numbers (Even Cellular); Locate Aliases, Employer's Name; Glean Personal Information; Unearth Property Records; Access Public Records. Find free legal research like Full-Text Case Law Databases; Elusive Government Documents; Federal, State and Local Primary Law; Secondary Legal Resources (law review articles, legal news, etc.); Legal Practice Materials and more! (290 page soft cover)

The Electronic Evidence and Discovery Handbook Second Edition

Abstract: E-Discovery and the use of electronic evidence has increased dramatically over the past few years, but many lawyers still struggle with the complexities of dealing with electronic information. This comprehensive book provides lawyers with the templates they need to develop an effective E-Discovery strategy, and to frame appropriate E-Discovery requests. In addition to the ready-made forms, the authors also supply helpful information and commentary to bring you rapidly up to speed in the electronic discovery field. The accompanying CD-ROM features over 70 forms in Word format. Also included is an extensive electronic evidence case digest with over 200 cases summarized!

The Intersection of Intellectual Property Law and International Law: Issues to Consider When Counseling Clients in a Global Marketplace (Sec Ann Mtg)

Abstract: Patent Prosecution Client Counseling (invention disclosures to patentability searches, patent prosecution, and patent litigation) ... Trademark Traps for the Unwary - What Foreign Companies Hope Their U.S. Trademark Attorney Knows ... Attorney-Client Privilege and Foreign Counsel - Whatever Made you Think THAT was Privileged? ... Warding off the Bogeyman: What to do When Your Kids or Clients Get "the Letter" ... Basics of Counterfeiting (Search & Seizure) ... Year in Review: Patent Law Update ... Year in Review: Trademark Law Update ... Doing Business in Mexico: A First-hand Perspective ... Patent Practice Changes Dictated by the New Rules and Case Law ... Trademark Practice Changes Dictated by the New TTAB Rules and Case Law ... U.S. Import Law: Hot Topics and Current Events ... *Click below on "view TOC" to search the Table of Contents*

The Law of Religious Organizations - Part 1

Abstract: Churches and other religious organizations have always had a unique - and often controversial - status in American law. What happens when a church or religious organization's mission collides with general law? This audio CD examines the many exemptions that churches and religious organizations, pursuing their religious or charitable purposes, have from federal and state law. For example, are churches exempt from increasingly common non-discrimination laws related to sexual preference? Is there a clergy-penitent privilege? What are the trends in church related litigation, including child abuse? Featuring one of the nation's foremost experts about the law of religious organizations, this audio CD addresses those and many other questions. Topics include: Employment law issues, including exemptions from federal and state law; Child abuse reporting clergy; Trends in church litigation; Churches and the internet: risk management; Clergy-penitent privilege and Special bankruptcy issues.

The Law of Religious Organizations - Part 2

The Lawyer's Guide to Fact Finding on the Internet, Third Edition

Abstract: The most user-friendly Internet research book available for legal professionals today. A complete hands-on guide that shares the secrets, shortcuts, and realities of conducting fact finding on the Internet. Written for legal professionals, this comprehensive desk reference lists, categorizes, and describes hundreds of free and fee-based Internet sites. Useful for investigations, depositions, trial presentations, medical research, gathering competitive intelligence, finding expert witnesses, fact checking of all kinds. Includes information on browsers, search engines, Weblogs, library databases, public records. Includes CD of all links mentioned in book. Select relevant research sources; Access subjects guides, newsgroups, and listserves; Find experts; Research companies, public records; Conduct medical, statistical, international research. Icon system immediately identifies free & free-with-registration sites, pay sites; practical tips & advice on using specific sites; an easy-to-use topical structure, organized the way lawyers think, starting with the best sites first; over 150 screen shots of Web sites; and over 700 pages of factual categories & updated URLs. Stop wasting time on the Internet, and make the Internet work for you! With purchase receive free subscription to bi-monthly e-mail newsletter updating the book: A $99 value.

Things Secured Parties Should Know, Do and Avoid When Foreclosing on Collateral - Part 1

Abstract: Foreclosures of secured property are on the rise as the economy slows and the credit markets substantially tighten. Senior and junior creditors are revisiting the sometimes cumbersome and costly process of foreclosing on various types of collateral. Featuring two of the nation's foremost commercial law practitioners, this audio CD provides you with a real world guide to the processes and pitfalls of foreclosing property, including inventory, intellectual property, equipment and much more. The audio CD focuses on both the legal framework and the practical process of foreclosing and selling collateral, including through online auctions. The audio CD also emphasizes techniques for increasing the enforceability of security agreements and decreasing foreclosure costs. Part 1: Credit crunch/crisis impact on secured transactions and foreclosures; Legal and practical framework for the foreclosure of property; Duties of junior creditors to senior creditors when foreclosing secured property and Specific guidance on foreclosing on equipment, inventory, intellectual property, accounts receivable, and other asset classes.

Things Secured Parties Should Know, Do and Avoid When Foreclosing on Collateral - Part 2

Abstract: Foreclosures of secured property are on the rise as the economy slows and the credit markets substantially tighten. Senior and junior creditors are revisiting the sometimes cumbersome and costly process of foreclosing on various types of collateral. Featuring two of the nation's foremost commercial law practitioners, this audio CD provides you with a real world guide to the processes and pitfalls of foreclosing property, including inventory, intellectual property, equipment and much more. The audio CD focuses on both the legal framework and the practical process of foreclosing and selling collateral, including through online auctions. The audio CD also emphasizes techniques for increasing the enforceability of security agreements and decreasing foreclosure costs. Part 2: Common pitfalls of foreclosing collateral; Use of online auctions to sell property; Practical guidance on increasing enforceability of security agreements and Reducing foreclosure costs.

Top Issues in Small Business Bankruptcies

Abstract: This audio CD focuses on practical strategies for keeping small businesses afloat during bankruptcy. After a petition is filed and while a reorganization or sale is pending, small businesses struggle with before business pressures and the demands of creditors and others. An essential element of a successful reorganization is ensuring that business has sufficient cash operating capital to function, the lights and other utilities remain on, and foreclosure of operating space is delayed. How does the business secure these in the context of a bankruptcy proceeding? These and many related topics are discussed in this audio CD, with its emphasis on the top issues small businesses face as they develop a plan for reorganizing and saving the business, or selling its assets. Topics include: Ensuring the business has cash operating capital; Single asset real estate cases and staving off foreclosure; Maintaining utility service during reorganization period; Acceptance or rejection of leases and executory agreements, and traps for the unwary and Special rules and reporting requirements for "small business debtors".

UCC 2A/Leasing Update

Abstract: Equipment leasing is an enormous industry that touches the daily activities of many businesses from computer leasing and car rentals to machine tools and many others. This audio CD is a broad-based update for both businesses who lease out equipment and for businesses that lease that equipment. The audio CD reviews case law trends and developments, and changes to UCC Article 2A and other statutes underlying equipment leasing. The audio CD also focuses on the practical, and often adverse, consequences to the lessor and leasee of a "lease" being re-characterized as a "financing." Featuring three leasing experts, the audio CD also provides practical guidance on drafting of effective equipment leases. Topics include: Equipment leasing trends and developments; Statutory developments, including proposed changes to UCC 2A, UCOTA, and state statutes on TRAC vehicle leases; Forthcoming changes to accounting rules for equipment leasing; The risks and consequences of having your client's lease re-characterized as a "financing" and Practical guidance on structuring and drafting effective and compliant equipment leases.

Update for Attorneys Advising MDs - Part 1 (2007)

Abstract: Medical and dental practices are complex businesses, blending federal and state regulation with substantial issues of business and tax law. Legal counsel advising these practices must keep up with a large volume of legal and business developments in many and diverse areas. In this two-part audio CD for attorneys advising medical and dental practices, a panel guides you through major trends and developments affecting medical professional practices, including trends in physician and dental compensation, valuation of MD and DDS practices, Stark and anti-kickback developments, non-physician billing practices, insurance company contact negotiations, and many others. Part 1: Trends in valuing MD v. DDS practices; Choice of entity considerations; Sales of personal goodwill and MD compensation & developments in Stark anti-kickback rules.

Update for Attorneys Advising MDs - Part 2 (2007)

Abstract: Medical and dental practices are complex businesses, blending federal and state regulation with substantial issues of business and tax law. Legal counsel advising these practices must keep up with a large volume of legal and business developments in many and diverse areas. In this two-part audio CD for attorneys advising medical and dental practices, a panel guides you through major trends and developments affecting medical professional practices, including trends in physician and dental compensation, valuation of MD and DDS practices, Stark and anti-kickback developments, non-physician billing practices, insurance company contact negotiations, and many others. Part 2: Payments for call coverage for surgeons; Insurance company negotiations by physicians; Billing for non-physicians, including nurse practitioners and EMR/HER & E-Prescribing Safe Harbors.

Uses of Life Insurance in Business Planning

Abstract: It is commonplace for many businesses to purchase "key man" insurance on the lives of employees who are vital to the success of the entity. This audio CD examines the several uses of insurance in business planning, the types of policies best used for different purposes, a\d the integration of those policies into entity's governing documents.

Valuation Methodologies and Issues for Small & Medium Size Businesses

Abstract: Without a good valuation, business transactions slow or fail, and the owners can fall into debilitating disputes among themselves. The core difficulty is that in almost all instances there is no regular market of buyers or sellers for interests in closely held businesses, making them illiquid and extremely difficult to price. Also, these businesses frequently do not report their financial results in a consistent manner, and market-based comparables are at best limited and difficult to find. But many business transactions and ownership events require a business appraisal, including business sales and mergers, management compensation arrangements, stock or partnership interest sales, financing agreements and the death of owners. This audio CD is designed to provide transactional counsel with a practical guide to valuation techniques for closely held businesses and how to implement them into business agreements and plans. Learn more about: Review of most common valuation methodologies; Common errors in the appraisal of closely held business securities; Distinguishing between objective valuation methodologies and where professional judgment comes into play; Premises for determining value and how these key aspects impact valuation conclusions and Professional standards for business appraisals.

Working with an Economics Expert

Abstract: What should an attorney know in order to work effectively with an economics expert? This audio CD answers this question and addresses a number of research-related issues in forensic economics. Topics will range from the conceptual, such as the role of incremental costs in damages calculations, to the practical, such as the appropriate data to use to project growth rates and calculate present values. The audio CD also discusses data sources and documents often used by experts.

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