Corporate/Transactional
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Archived Courses

Corporate/Transactional

August 26, 2010: Transactional Associates Roundtable Discussion: Managing Time & Client Expectations

Featured: Senior Associates

Senior associates discussed how to manage time and client expectations especially when the pressure is on for quick-turnaround. Participants shared their experiences.

August 24, 2010: Ending the Attorney-Client Relationship: Ethical & Fuduciary Duties

Strafford Webinar

Featured: Benjamin Cowgill, Counselor and Attorney at Law, Lexington, KY & Kim M. Jackson, Partner, Hawkins Parnell Thackston & Young, Atlanta

What lawyer has not had a difficult client they wanted to fire? When terminating the client relationship is clearly the only choice, an attorney and the firm face an uncomfortable situation fraught with professional concerns as well as legal and ethical risks. Events that can cause the attorney to decide to terminate the client relationship include a client’s refusal to follow the attorney’s advice on serious matters like responding to discovery, an unethical, hostile or abusive client, or a client who refuses to pay fees.

A difficult client is also more likely to respond by filing a disciplinary grievance or malpractice charge. Thus, careful adherence to ethical rules of conduct and other practical considerations are critically important to minimize ethics violations and malpractice risks. An authoritative panel of attorneys discussed the complex ethical considerations when firing a client and offered best practices for avoiding ethics violations and malpractice claims.

August 4, 2010: New Financial Reform Package: An Analysis of Dodd-Frank for Lawyers and Related Professionals

ALI-ABA Webinar: Previously Recorded

Featured: A. Patrick Doyle, Arnold & Porter LLP; Ronald R. Glancz, Venable; Sara A. Kelsey, Wilmer Cutler Pickering Hale and Dorr LLP; Martin E. Lybecker, Wilmer Cutler Pickering Hale and Dorr LLP; and William J. Sweet, Jr., Skadden, Arps, Slate, Meagher & Flom.

This program focused exclusively on the Dodd-Frank Wall Street Reform and Consumer Protection Act, the most significant and comprehensive financial services legislation since the Great Depression. Almost every type of depository or financial institution will be affected, either in the manner in which it is regulated or the manner in which it will be permitted to operate. You'll need to understand and absorb this brave new world of financial regulation.

This program featured a comprehensive review of all sixteen titles by five distinguished practitioners. Topics included:

• The new Consumer Financial Protection Bureau
• The new Financial Stability Oversight Council
• Limitations on large, complex financial institutions, including the Volcker Rule
• Modifications of the Federal Reserve’s powers and functions
• Regulation of over-the-counter derivatives
• Mortgage reform
• Registration of hedge funds under the Investment Advisers Act
• Reform of credit rating agencies
• Improvements to bank and thrift regulations
• The new federal Office of Insurance in the Treasury Department
• Regulation of debit card interchange fees
• Improvements to investor protections
• Securitization requirements
• Oversight over municipal securities

July 28, 2010: Deal Protection Strategies for M&A Transactions

Strafford Teleconference

Featured: James L. Kelly, Partner, Pillsbury Winthrop Shaw Pittman, New York and Joel I. Greenberg, Senior Partner, Kaye Scholer, New York

An increase in failed merger deals in recent years has pushed buyers and sellers to aggressively negotiate deal protection provisions in merger agreements. Break-up and reverse break-up fees, go-shop provisions and financing contingencies are all common features of today’s M&A deals.

During the height of the credit crisis, attempts to rely on deal protection terms to escape merger deals triggered several hotly-contested lawsuits. Counsel advising buyers and sellers should cautiously consider which provisions are most suitable and carefully negotiate them when structuring deals.

Our panel of M&A attorneys discussed current trends in the use of deal protection provisions in M&A transactions, focusing specifically on termination and reverse-termination fees, go-shop provisions and financing contingencies. The panel provided strategies for buyers and sellers counsel for negotiating and structuring the provisions and for resolving disputes arising from their attempted enforcement.

July 20, 2010: Transactional Associates Roundtable Discussion: You Don’t Know What You Don’t Know-Part II

Discussion Leader: Business Paralegals

A panel of the transactional paralegals continued the May Roundtable session and discussed a variety of topics such as those listed below.

• Secrets of the business paralegals - Our online resources that make us look good
• Who knows what - Using the paralegal expertise chart!
• Foreign Qualifications – When to file and why?
• Licensing and tax registrations – Do you really want to know?
• Annual Renewals – Are they really a big deal?
• Forming an LLC - A checklist to guide you through
• Data rooms and due diligence - The good, the bad and the ugly!

June 29, 2010: Transactional Associates Roundtable Discussion: Focus on Finance & Billing

Featured: Deb Anderson, Billing Manager, and Bob Hamilton, Chief Financial Officer

Deb and Bob answered questions about fees and billing.

June 16, 2010: Social Media: The Opportunities & Challenges in Healthcare 

AHL: A Teleconference

Featured: Robert L. Coffield, Attorney, Flaherty Sensabaugh & Bonasso PLLC; Daniel S. Goldman, Legal Counsel, Mayo Clinic; and Moderator: Linda S. Ross, Healthcare Department Chair, Honigman Miller Schwartz and Cohn LLP

The explosion of social media has created both opportunities and challenges in the healthcare industry. This webinar offered a practical approach to navigating the legal issues inherent in the use of technology tools like blogs, wikis, Twitter, Facebook, and other social media-driven technology. The webinar examined the impact that social media is having on healthcare organizations and the industry.

Designed for both newcomers and seasoned users of social media, participants received real-world experiences and insights of speakers actively engaged in advising clients regarding social media initiatives. The webinar addressed: (1) the use of social media in the healthcare industry; (2) legal issues of particular interest to healthcare institutions (e.g., privacy, security, regulatory compliance, intellectual property, professional liability, litigation, discovery, etc.); and (3) tips for drafting effective social media policies and procedures. The speakers utilized actual hands-on experiences to illustrate how best to reconcile the social media business goals of healthcare institutions with the legal issues inherent in pursuing those goals.

June 15, 2010: MAC Clauses and Indemnification Provisions in M&A Deals

Strafford Teleconference

Featured: Todd B. Pfister, Partner, Foley & Lardner, Chicago; Catherine B. Nelson, Senior Counsel, Foley & Lardner, Chicago; Jeff J. Litvak, Senior Managing Director—Forensic Litigation, FTI Consulting, Chicago; and Lawrence F. Ranallo, Partner, Advisory Services, PricewaterhouseCoopers, Dallas

Material adverse change (MAC) clauses and indemnification provisions are heavily negotiated terms in merger and acquisition transactions. Failure to anticipate and address risks during the structuring of a deal can result in unintended legal and financial exposure for buyers and sellers. Buyers are increasingly using MAC clauses as a basis for exiting troubled deals. Questions about what constitutes a material adverse change have triggered a number of lawsuits. So far, courts have provided only limited guidance on the interpretation of MAC clauses in merger agreements.

Indemnification provisions help parties minimize financial loss when a deal goes bad. Counsel negotiating indemnification terms must consider time, subject matter and dollar limitations; escrowed funds and setoff rights; and payment on indemnification. Boilerplate provisions can be dangerous. An authoritative panel—including deal attorneys, an accountant and an M&A consultant—explained the impact of the buyer’s market on the negotiation of MAC clauses and indemnification provisions and provided strategies for crafting deal terms that benefit and protect buyers and sellers and reduce post-closing disputes.

June 10, 2010: D&O Indemnification Provisions

Featured: Matt Boos and John Stout

This program was tailored for those who advise senior management and board members. The program addressed the role of indemnification in protecting the personal assets of corporate officers and directors. Specifically, it focused on Minnesota’s indemnification statute, and explored the interplay between indemnification provisions in the statute, corporate charters, bylaws, and any stand-alone indemnification agreements entered into between companies and their directors and officers.

June 9, 2010: UK Anti-Bribery Act: Meeting the Tough New Requirements

Strafford Webinar

Featured: Monty Raphael, Special Counsel, Peters & Peters, London, England, and Tom Sprange, Partner, Steptoe & Johnson, London, England

In April 2010, the long-awaited United Kingdom anti-bribery bill became law. The Bribery Act 2010 imposes liability on companies doing business in the UK whose employees or representatives engage in bribery. The Act extends its jurisdictional reach to include acts of bribery outside the UK.

The Act dramatically changes the rules for companies doing business in the UK. The law goes beyond the scope of the Foreign Corrupt Practices Act (FCPA), by including strict liability on any company that fails to prevent anyone performing services on its behalf from paying a bribe.

The Act provides a defense to liability if the company can demonstrate it had “adequate procedures” in place to prevent bribery from occurring. It is important for companies to assess their current anti-corruption policies and implement compliance programs.

An authoritative panel reviewed the requirements of the new Anti-Bribery Act, compared and contrasted the Act with the FCPA, and discussed strategies to ensure compliance with both the Act and the FCPA to minimize risks of violations of either.

June 9, 2010: Shareholders Agreements: Key Provisions and Purposes, Including Funding Buy-Sell Obligations

Featured: Mark R. High (Moderator), Member, Dickinson Wright PLLC, Detroit, MI; Kathryn M. Buono, Partner, Quarles & Brady LLP, Milwaukee, WI; and Randall D. McClanahan, Partner, Johnston Barton Proctor & Rose LLP, Birmingham, AL

All closely-held companies (both corporations and LLCs) with two or more equity owners need an agreement addressing succession and control issues. This teleconference and live audio webcast (with two members of the Section committee that is drafting a Model Shareholders Agreement) reviewed the topics that can be covered in shareholders agreements and discussed specific strategies that can be used to solve some tricky issues. Participants learned:

• What situations must be covered in buy-sell provisions, what situations should be covered, and what can happen without coverage
• What other topics are commonly included, and when
• How to address funding issues among related companies upon an owner’s death
• How the upcoming Model Shareholders Agreement will help your practice
• How private equity investors use shareholder agreements in hiring or retaining management
• Ethical issues involved in drafting shareholders agreements

June 2, 2010: Anatomy of Design Patent Litigation 

Featured: Chris Carani, McAndrews, Held & Malloy, Ltd. & Robert Payne, LaRiviere, Grubman & Payne, LLP

Amid tremendous growth in the design industry and the increased need to protect designs from counterfeiters and copyists, more and more design patent litigations are being pursued. This program explained how to navigate this murky world of intellectual property law. The discussion walked through infringement, claim construction, prior art issues, validity issues and remedies. In addition, the discussion addressed the 4 most recent design patent cases, namely: Egyptian Goddess, International Seaway, Crocs and Richardson. Each of these cases and their respective impacts on the various areas of design patent litigation were discussed.

June 2, 2010: Helping Our Clients Assess the Capabilities of Cash Generation

Featured: Sam Zordich, CEO, RAI Stone Group, and Larry Hause, Fredrikson & Byron

Many business owners are mired in the day-to-day struggles of running their businesses and find it difficult to step back for the larger view they need to build profitable futures. Situations where owners are struggling to decide between growth through acquisition or organic growth, how to transition out of the business or add new partners, and the methods they can successfully use to fund these activities differ from company to company.

This session introduced a practical and cost-effective business financials diagnostic to use in business planning with your clients:

• Analyze each of the drivers that contribute to the company’s current financial performance
• Obtain insights into the activities needed to build profitability now for future value
• Prioritize resources (time, money, people) to align with desired goals
• Compare quarter to quarter progress
• View the company’s value from an outsider’s perspective (bankers, investors, and creditors)
• Provide high-potential growth strategy recommendations
• Assess the needs of all participants and the company’s ability to provide for those needs

Sam Zordich explained her model, and how it has provided a critical roadmap for small business navigation in today’s economy. The group discussed how her model can help you and your clients.

June 2, 2010: Bank Executives Targeted By the FDIC & Bank Regulators

Featured: Mary C. Gill, Partner, Alston & Bird, Atlanta, and Harold P. Reichwald, Partner, Manatt Phelps & Phillips, Los Angeles

The FDIC recently began issuing civil demand letters with subpoenas to officers and directors of institutions that failed in 2009. The actions make it clear the agency is gearing up to sue former board members and executives who it determines engaged in unsafe and unsound banking practices. In addition to the FDIC litigation risk, regulatory agencies can initiate administrative enforcement proceedings against a failing institution's directors and officers seeking civil money penalties that often are not covered by D&O insurance policies.

Executives of failed and failing financial institutions must prepare now for the oncoming onslaught of litigation and enforcement actions. Preparing in advance of a bank failure enables executives to access business data and documents that will not be available to them once the FDIC takes control. An authoritative panel of attorneys discussed trends in FDIC litigation and agency enforcement actions against executives of failing or failed financial institutions, reviewed theories of liability and common defenses, and suggested best practices for preparing a solid defense.

May 20, 2010: Foreign Corrupt Practices Act in China 2010

Featured: Kyle A. Wombolt, Partner, Goodwin Procter, Hong Kong; Amy L. Sommers, National Partner, Squire Sanders & Dempsey, Shanghai, China; and Nathan G. Bush, Partner, O’Melveny & Myers, Beijing, China

U.S. companies continue to conduct business in and with China at an increasing pace, and China’s unique business culture provides ample opportunity for employees to cross the line and violate the Foreign Corrupt Practices Act. The SEC and the U.S. DOJ continue to increase scrutiny of U.S. companies’ dealings with overseas officials and to strengthen FCPA anti-corruption enforcement efforts. At least two dozen U.S. companies had FCPA issues involving China in the past several months, with many in ongoing investigations.

One U.S. telecommunications company recently reached agreements with the DOJ and SEC to pay $3 million in fines to resolve FCPA-related criminal and civil charges involving their China operations. Companies thus should be on the alert to implement rigorous FCPA controls for doing business in China. This authoritative panel of legal specialists discussed the risks of FCPA violations when doing business in China, the interplay between the FCPA and local Chinese anti-bribery laws, and best practices for preventing FCPA violations.

May 19, 2010: RIA Checkpoint: An Overview of EBIA Books & More 

Featured: Diane Claeys, Client Services Manager, Thomson Tax & Accounting

Diane presented an overview of Checkpoint features for the Employee Benefits group, including:

• How to access the EBIA books that are now available on Checkpoint
• How to access the EBIA sample documents
• How to print, export, email any document from Checkpoint
• Additional employee benefit information that is available, including Erisa, Code, Regs, Newsletters
• Included in the discussions above were keyword searching, “pulling a book off the shelf to browse through it,” index searching, and citation searching

May 13, 2010: NACD: What’s New in Proxy Disclosures

NACD Webinar

Panel Featured: Theo Sharp, Managing Director, Pearl Meyer & Partners, Boston; Deborah Lifshey, Managing Director, Pearl Meyer & Partners, New York; and Peter Gleason, Managing Director and CFO, NACD.

Shareholders’ window into the design and level of executive compensation programs has steadily widened over the past five years. Increasingly detailed SEC proxy requirements, combined with growing investor pressure to justify executive payouts, have driven companies to report more specifics about the level and nature of compensation and provide a persuasive rationale around their decision-making process.

NACD and Pearl Meyer & Partners explored how companies approached these challenges in 2010 and the likely impact on 2011 compensation planning. Presenters focused on some key areas of proxy disclosure that were expanded in the latest proxy filings, including:

• Compensation-Related Risk Grant Date Fair Value in Summary Compensation Tables (SCT)
• Use of Compensation Consultants Director and Nominee Experience and Qualifications
• Board Leadership Board’s Role in Risk Oversight

May 11, 2010: Transactional Associates Roundtable Discussion: You Don’t Know What You Don’t Know

Featured: Beckie Northrup and Julie Taylor, Senior Paralegals

In this session geared for associates in years 1-4, Beckie and Julie covered a variety of topics including:

• Certificates of Good Standing - What are they and where do they come from?
• Certified Articles/Amendments - What are they for and why do we need them?
• Filing of documents with Secretaries of State - Who does this and how is it done?
• UCC searches - What to ask for and what you get
• Secrets of the business paralegals - Our online resources that make us look good
• Federal and state tax IDs - Who needs them and what do I have to do to get them?
• Who knows what - Using the paralegal expertise chart!
• Foreign Qualifications – When to file and why
• Licensing and tax registrations – Do you really want to know?
• Annual Renewals – Are they really a big deal?
• Audit letters – What you need to know and what you don’t.

May 6, 2010: Construction Contract Drafting & Negotiation Strategies

Strafford Teleconference

Featured: Richard M. Shapiro, Partner, Farella Braun & Martel, San Francisco; Charles M. Sink, Partner, Farella Braun & Martel, San Francisco; Kevin H. Hudson, Partner, Foltz Martin, Atlanta; and Clark T. Thiel, Partner, Howrey, San Francisco

In an economy which requires contractors to assume even greater risks and owners to cut costs, thoughtful and strategic construction contract negotiations are key to mitigating risk of loss. An effective contract will clearly define tasks and deadlines and carefully allocate risk among parties.

Through carefully crafted payment, performance, indemnification, insurance and other key provisions, attorneys can counsel owners and contractors to anticipate and proactively address future risks and minimize the likelihood of future disputes. This panel of legal specialists provided best practices for drafting and negotiating key provisions in construction contracts, identified common legal pitfalls arising when negotiating and enforcing contracts, and offered guidance for counsel to owners and contractors for mitigating risk and resolving disputes.

May 4, 2010: Shareholder Communication & Proxy Process Update

Featured: Matthew Criscenzo – Broadridge Financial Services, Senior Account Executive

Broadridge Financial Services, a market leader in shareholder communication services, presented an interactive review of the rapidly evolving shareholder communication and proxy processing environment. Topics discussed during this presentation included:

• Understanding the impact of the elimination of Rule 452 (broker vote) on quorum and director elections
• Updated statistics on the implementation of the Notice & Access proxy distribution process and upcoming enhancements to improve retail participation
• Review of the various Shareholder Access proposals working through the SEC/Congress and their potential impact to the proxy distribution process
• New electronic media tools being utilized to improve shareholder communications

April 26, 2010: Hot Topics in Business Valuation

Featured: Justin Besikof, Partner, and Farley Kaufman, Partner, Lurie Besikof Lapidus & Company LLP

Justin and Farley covered a number of topics at the forefront of business valuation including:

• Built in gains
• S-corp tax adjustments
• Tiered discounts
• Case law update

April 26, 2010: UCC Article 9 Update

Lorman Teleconference

Featured: Darrell W. Pierce, Partner, Dykema Gossett PLLC

The revisions to Article 9, which generally became effective in 2001, substantially changed the law. Now, with a few years of experience, the case law is beginning to emerge and develop, and practitioners are beginning to identify issues not contemplated by the drafting committee. The changes to the Article 9 filing system were significant and the prevalence of filing cases suggests that secured parties need to be reminded to do a better job. You also need to be aware of characterization issues and the potentially significant adverse impact if a deal that is documented in a manner that a court later determines does not reflect the true character of the transaction. Finally, in a time of financial distress and the increased probability of default and disputes, participants benefited from a refresher on enforcement and intercreditor matters as many more transactions are ending in enforcement instead of repayment or refinancing.

April 22, 2010: Structuring Tax Provisions in Partnership & LLC Operating Agreements

Strafford Teleconference

Featured: Gregory V. Nelson, Partner, Baker Botts, Houston, and Carolyn R. Turnbull, Director of Tax, Moore Stephens Tiller, Atlanta

Strategically structuring operating agreements for partnerships and LLCs taxed as partnerships is always highly complex, but particularly so when it comes to federal and tax considerations such as the allocation of income, gains, losses, deductions and credits. Certain provisions are important but fairly boilerplate (e.g. alerting members that they’re taxable under Subchapter K and providing for Sect. 754 elections in case of a liquidation). But, tougher issues must also be addressed, such as safe harbors and providing for deficit capital account make-ups.

To help achieve a partnership’s goals while minimizing tax for the entity and its members, counsel must take a comprehensive approach to structuring an operating agreement that anticipates both tax benefits and pitfalls. Best practices are as critical as knowledge of tax law. An authoritative panel of tax counsel and advisors reviewed the critical steps to creating a partnership operating agreement that provides for effective tax compliance and planning on an ongoing basis.

April 20, 2010: Twenty Five Ways To Improve Stock Plan Documents

NASPP Webinar

Featured: Mike Melbinger, Partner, Winston & Strawn; Howard Dicker, Partner, Weil, Gotshal & Manges; and Martha Steinman, Partner, Dewey & LeBoeuf

Have your stock plan documents kept pace with today’s rapid developments impacting stock compensation? Stock plan documents are legally binding contracts that must comply with federal securities and tax laws. Stock exchange rules, accounting principles and other best practices also affect stock plan design. On top of all this, plans and award agreements should include language that follows best practices in corporate governance and addresses institutional shareholder concerns. This webcast listed more than 25 separate plan design issues and included specific language for compliance with applicable law and best practices.

April 14, 2010: Great Lakes Wind Development

Featured: Katherine (Katie) A. Roek, Attorney, Stoel Rives; T. Blair Renfro, Administrative Law Specialist, Michigan Public Service Commission; Leslie Garrison, Developer, Blue Water Wind - Great Lakes; and Steve Dever, Executive Director, Great Lakes Energy Development Task Force

This webinar’s focus was wind development in the Great Lakes region. It included “lessons learned” from development on the east coast, and most importantly, how those lessons translate into what states are doing to foster and encourage development. Key state players and a major wind developer identified and examined the key issues and discussed how those keys are being put into practice in the Great Lakes region. Attendees discussed:

• the incentives and community engagement for offshore wind development in the states surrounding the Great Lakes
• existing laws, permitting, and pending legislation, as well as recommendations from state PUC’s that will foster and encourage development
• critical economic drivers, technical and planning issues that create an environment for “what will work”
• aspects and the critical needs to conceptually design a successful and rapid implementation of wind resources in the Great Lakes
• the lessons learned from success stories in Delaware and New Jersey

April 6, 2010: M&A Engagement Letters

Featured: David B. Miller, Partner, Faegre & Benson; Michael K. Coddington, Partner, Faegre & Benson; Chris Walmsley, Director & Senior Counsel, RBC Capital Markets; and Glenn Gurtcheff, Managing Director, Minneapolis Office, Harris Williams & Co.

The engagement letter between a company and an investment bank is a critical part of every M&A deal and sets the stage for the parties' relationship in an M&A deal. Careful negotiation of the agreement is important to protect the parties' interests.

A number of recent court decisions serve as a warning to counsel on both sides of the table of the complications that can arise when clients enter an engagement agreement. Attention to the details of the terms of the agreement is critically important to assure expression of the parties’ intent and avoid future disputes. The scope of the engagement, advisor duties and compensation, confidentiality and conflicts of interest and liability mitigation must be addressed.

This authoritative panel of M&A attorneys and investment bankers examined the key elements of an engagement letter, discussed the primary considerations when negotiating the letter, and offered strategies for negotiations.

March 17, 2010: Negotiating Indemnification Provisions in Acquisition Transactions: A Drill-Down Featuring the Private Target Deal Points Study

Featured: Steven Tonsfeldt, Partner, O’Melveny & Myers LLP; Abigail Bomba, Associate, Fried Frank Harris Shriver & Jacobson LLP; Kristen Kercher, Partner, Cooley Godward Kronish LLP, Thomas Queen, Partner, Graves Dougherty Heron & Moody; Mark Seneca, Partner, Orrick, Herrington & Sutcliffe LLP; and John E. Stoddard III, Partner, Drinker, Biddle & Reath LLP.

Since their inaugural release by the Committee on Negotiated Acquisitions, the Deal Points Studies have gained wide recognition as the gold standard for market metrics of key negotiated legal issues in M&A agreements. The 2009 Private Target M&A Deal Points Study has carried on that tradition. The sections of the 2009 Study examining the indemnification obligations of the parties have generated a great deal of discussion since the release of the Study this past December.

The expert panel for this program was drawn from the working group responsible for putting this portion of the Study together. The program analyzed and reviewed the indemnification sections of the Study on an in-depth basis and drill-down on many of the topics presented by going behind the scenes and looking at the raw data points used in the Study. It was a must-attend for all deal lawyers and related professionals interested in market trends and developments in these key areas.

Topics covered included:

• Survival periods;
• Indemnification caps and escrows;
• Baskets and deductibles;
• Exclusivity of remedies; and
• Common carve-outs and exceptions.

March 16, 2010: Lender Liability: Evaluating, Minimizing and Defending Claims

With record numbers of loan defaults, foreclosures and corporate bankruptcy filings, borrowers are increasingly filing lawsuits as “preemptive strikes” to forestall foreclosure or loan default. Many times these suits appear as counterclaims to legal action filed by lenders.

Many lender liability problems arise in connection with a lender’s conduct or statements made in the course of efforts to restructure or work out a problem loan. Borrowers and guarantors are asserting lender liability claims in an effort to increase leverage in workout negotiations.

Bankruptcy trustees and unsecured creditors are becoming more aggressive in alleging lender liability issues to increase recovery for unsecured creditors in bankruptcy cases. Lenders’ and borrowers’ counsel must understand claims and defenses from both sides to protect their client’s interests.

An authoritative panel of legal specialists reviewed various theories of lender liability and offered best practices to conduct loan workouts and exercise default remedies to minimize lender liability claims.

The panel reviewed these and other key questions:

• What are the most common mistakes lenders make in loan workouts that can lead to lender liability claims?
• What theories of lender liability are commonly asserted by junior or participating lenders against senior lenders?
• How are lender liability claims being asserted in bankruptcy—and what steps can lenders take to survive a challenge in bankruptcy?

March 12, 2010: Transactional Associates Roundtable Discussion: Basic Closing Procedures

Discussion Facilitators: Senior Associates

Our 12th roundtable session focused on basic closing procedures including - pre-clearing merger filings, evidence of filing, date of good standing certificates, exchanging signature pages pre-closing, wire transfer deadlines, removing headers and footers on signature pages, and more.

March 9, 2010: New SEC Guidance on Cooperation in Investigations and Enforcement Actions

In its continuing effort to detect and stamp out securities law violations, the Securities and Exchange Commission (SEC) issued on January 13—for the first time ever—guidance on how it will evaluate the value of an individual’s cooperation in corporate investigations.

The new guidelines complement existing cooperation guidelines for companies first announced in the SEC’s 2001 Seabord Report. Together, the two sets of cooperation guidance promise to change dramatically the conduct of civil and criminal securities investigations.

The January 13 guidance was accompanied by a revision to the SEC Enforcement Manual, which sets forth new “cooperation tools” the SEC will use to encourage cooperation, including proffer agreements, deferred and non-deferred prosecution agreements and immunity requests.

A panel of attorneys with experience representing clients before the SEC examined the new guidance and shared their insights on lingering questions and legal concerns for corporations. The panel explained how public companies, their officers, directors and employees should respond to more aggressive agency enforcement.

The panel reviewed these and other key questions:

• What is the significance of the new SEC guidance for companies currently under SEC investigation or potentially facing investigation in the future?
• What factors will the SEC consider in deciding whether an individual is sufficiently cooperating in an investigation?
• What immediate actions should a company take when it learns that the SEC is investigating its activities?
• How will attorney-client privilege and work-product protection concerns factor into the cooperation process?

March 4, 2010: A GTMO Detainee Returns Home - The Final Chapter in Fredrikson’s Representation of Ahcene Zemiri

Panel Featured: Jim Dorsey, John Lundquist, Nicole Moen, and Deb Schneider

Fredrikson’s GTMO habeas team discussed the events leading to their client’s return to Algiers last month.

March 3, 2010: Purchase Agreements in Business Acquisitions

Business acquisition deals are executed through the purchase agreement containing extensive provisions regarding representations and warranties, indemnification, and termination conditions. Negotiating the purchase agreement is a time-consuming and often contentious process.

Buyers’ and sellers’ counsel must have a detailed understanding of the interplay of various provisions within the purchase agreement in order to streamline negotiation and avoid post-closing disputes. Using boilerplate language in purchase agreements is ill advised.

An authoritative panel of attorneys explained the attorney’s role in negotiating and crafting key terms in purchase agreements, focusing on the provisions regarding representations and warranties, conditions and covenants for closing the deal, and indemnification.

The panel reviewed these and other key questions:

• What are the most commonly negotiated provisions in purchase agreements?
• How has the recent trend in lawsuits impacted the negotiation of MAC clauses?
• How can counsel for buyers and sellers best mitigate risk when drafting and negotiating indemnification provisions?
• What tactics have proven most effective in resolving thorny issues when negotiating purchase agreements?

February 25, 2010: Fraudulent Conveyance Actions: The Impact of In re TOUSA

In October 2009, a $600 million judgment was rendered against Citigroup, Bank of America, Wells Fargo and other lenders in a fraudulent transfer claim against bankrupt homebuilder TOUSA. One of the more problematic rulings was the court’s invalidation of the savings clause in the loan guarantees.

While preference claims are often used as bargaining chips, In re TOUSA has emboldened other creditors to more forcefully pursue fraudulent conveyance claims. The ruling has broad implications for solvency opinion providers and participants in the secondary loan and derivatives markets.

Practitioners must be well-versed on the ramifications of this case on rescue financings, liens on subsidiary assets, solvency opinions and the future of fraudulent conveyance litigation.

An authoritative panel of bankruptcy attorneys discussed the key rulings in the TOUSA case and the impact on rescue finance transactions, loan documentation and the future of fraudulent transfer litigation.

The panel reviewed these and other key questions:

• Will TOUSA prove to be the death of fraudulent conveyance saving clauses in loan documents and guaranties?
• How should “indirect benefits” to co-borrowers or guarantors be assessed in determining reasonably equivalent value?
• What are the lessons for solvency opinion providers in TOUSA?

February 24, 2010: Renewable Energy Project Financing: Legal Strategies for Structuring the Deal

The economics of renewable energy development are becoming increasingly attractive as the demand for renewable energy has made it the fastest growing energy sector. One of the hurdles to such development is structuring financing arrangements because investment in the emerging industry remains risky. Finding the right financial structure is complex. Are traditional purchase power agreements (PPA) the best way to finance a renewable energy project? Maybe not, as PPAs are more difficult to obtain for renewable energy projects and, even if obtained, are more complicated.

As the demands for capital increase, new products are emerging and existing products are evolving to meet the significant growth. Companies, investors and their legal counsel must understand the markets and tools available to use the financing trends to their advantage. An authoritative panel of energy and project finance attorneys examined and offered their perspectives on financing renewable energy projects, including financial incentives available, sources of capital, debt and equity structures.

The panel reviewed these and other key questions:

• What are the key issues in weighing the financing options available for a renewable energy project?
• What financial incentives are available to investors in renewable energy projects?
• What are the likely sources of capital for renewable energy project developers?

February 19, 2010: Drafting Boilerplate Provisions: Fine Print, BIG DEAL

You’ve spent hours drafting your contract. One last step — cut and paste in your “usual” boilerplate provision to the end of your document. But be forewarned: do so at your own peril!

This practical, information-packed workshop provided standard boilerplate provisions which serve as a road map to your document by telling the parties how to govern their relationship and administer the contract. They are not to be glossed over, as in each of these critical provisions are significant business, legal, and drafting issues full of dangerous traps for the unwary.

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

• Governing Law and Forum Selection
• Waiver of the Right to a Jury Trial
• Assignment, Delegation, and Change of Control
• Successors and Assigns
• And much more!

February 11, 2010: Data Security Breaches: The Growing Liability Threat

Several states responded to a rash of data security breaches by enacting laws to require that private customer and employee data be protected. Over 40 states now have such laws. However, standards for what constitutes reasonable safeguards of personally identifiable information are vague and vary.

Documented data breaches affected over 285 million records in 2008 alone, damaging the reputations of companies and resulting in multimillion-dollar settlements against companies. In a time when most businesses store and transmit data electronically, the likelihood of breaches is only growing.

In light of recent developments — including data security regulations effective March 1, 2010 in Massachusetts but with far-reaching national implications — businesses must prepare now to meet the data management and security challenges associated with handling personally identifiable information.

In this session, a panel of privacy law attorneys examined recent legislative and case law developments impacting the protection of employees’ and customers’ sensitive personal information and other confidential data. The panel discussed the data vulnerabilities most often seen and will offer strategies to prevent, prepare for and respond to data breaches.

The panel reviewed these and other key questions:

• How will the new Massachusetts data security regulations affect the data practices of corporations nationwide that handle data of the state’s residents?
• What proactive steps should businesses take to safeguard the sensitive personal information of customers and employees?
• What response policies should companies have in place in the event of a data breach to minimize liability for an inadvertent disclosure of sensitive personal information?
• What steps are state and the federal governments taking to help businesses safeguard the personal data of employees and customers?

February 9, 2010: Renewable Energy Project Financing: Legal Strategies for Structuring the Deal

The economics of renewable energy development are becoming increasingly attractive as the demand for renewable energy has made it the fastest growing energy sector. One of the hurdles to such development is structuring financing arrangements because investment in the emerging industry remains risky. Finding the right financial structure is complex. Are traditional purchase power agreements (PPA) the best way to finance a renewable energy project? Maybe not, as PPAs are more difficult to obtain for renewable energy projects and, even if obtained, are more complicated.

As the demands for capital increase, new products are emerging and existing products are evolving to meet the significant growth. Companies, investors and their legal counsel must understand the markets and tools available to use the financing trends to their advantage. Our authoritative panel of energy and project finance attorneys examined and offered their perspectives on financing renewable energy projects, including financial incentives available, sources of capital, debt and equity structures. The panel reviewed these and other key questions:

• What are the key issues in weighing the financing options available for a renewable energy project?
• What financial incentives are available to investors in renewable energy projects?
• What are the likely sources of capital for renewable energy project developers?

February 2, 2010: Fraudulent Conveyance Actions: The Impact of In Re TOUSA

In October 2009, a $600 million judgment was rendered against Citigroup, Bank of America, Wells Fargo and other lenders in a fraudulent transfer claim against bankrupt homebuilder TOUSA. One of the more problematic rulings was the court’s invalidation of the savings clause in the loan guarantees.

While preference claims are often used as bargaining chips, In re TOUSA has emboldened other creditors to more forcefully pursue fraudulent conveyance claims. The ruling has broad implications for solvency opinion providers and participants in the secondary loan and derivatives markets.

Practitioners must be well-versed on the ramifications of this case on rescue financings, liens on subsidiary assets, solvency opinions and the future of fraudulent conveyance litigation.

An authoritative panel of bankruptcy attorneys discussed the key rulings in the TOUSA case and the impact on rescue finance transactions, loan documentation and the future of fraudulent transfer litigation.

The panel reviewed these and other key questions:

• Will TOUSA prove to be the death of fraudulent conveyance saving clauses in loan documents and guaranties?
• How should “indirect benefits” to co-borrowers or guarantors be assessed in determining reasonably equivalent value?
• What are the lessons for solvency opinion providers in TOUSA?

January 28, 2010: Alan Dye on the Latest Section 16 Developments

An NASPP Webcast

Due to the continual changes to Section 16 practice resulting from SEC staff interpretations and Section 16(b) litigation, companies and compliance personnel regularly are confronted with new challenges in keeping their advice and their compliance programs up to date. As reflected by the many questions posed daily on the electronic forums of Section16.net and Naspp.com, the issues you face today vary widely in scope and complexity. The expert, Alan Dye, Editor of Section16.net and Partner of Hogan & Hartson, covered, among many other topics:

• What are the latest issues that have arisen—and what you can do to resolve them
• What considerations to keep in mind for Form 5 reporting and Item 405 disclosures
• How to keep your compliance program up to date
• Answers to any questions that you have posed to Alan in advance of the program

January 27, 2010: M&A MTG and D&O Fiduciary Duties to Multiple Classes of Stockholders

Featured: William Savitt, Partner, Wachtell Lipton Rosen & Katz; Mark A. Morton, Partner, Potter Anderson & Corroon, and Michael D. DiSanto, Partner, Reed Smith

Advising corporate boards regarding the fiduciary duties they owe the company and its shareholders is a growing challenge for counsel as more companies face financial distress. This task is even more complicated when the corporation has multiple classes of stockholders. A recent Delaware case, In re Trados Inc. Shareholders Litigation, provides meaningful guidance on the duties directors and officers owe multiple classes of stockholders. In re Trados intersects with Delaware’s developing “zone of insolvency” case law, also a current concern for corporations.

Another recent Delaware case, In re John Q. Hammons Hotels Inc. Shareholders Litigation, helps clarify applicable fiduciary duties owed in transactions involving dual class companies and provides guidance for counsel in such transactional situations. The panel of corporate attorneys discussed the implications of In re Trados, In re John Q. Hammons Hotels, and other recent Delaware cases for directors and officers; explained the fiduciary duties owed to multiple shareholders; and offered best practices to minimize the risk of breach of fiduciary duty lawsuits. The panel reviewed these and other key questions:

• What insights and guidance do In re Trados, In re John Q. Hammons Hotels, and other recent Delaware cases offer counsel advising corporate boards in which there are multiple classes of stockholders?
• How can directors and officers minimize liability for decisions made that benefit certain preferred stockholders at the expense of common shareholders?
• What strategies can counsel for directors and officers employ to defend against breach of fiduciary duty lawsuits?
• How can corporations avoid and defend derivative lawsuits arising from director and officer actions?

January 26, 2010: The Practical Law Company - Kick-Off Training Session

Featured: Amy Rupprecht, Service Integration Manager, Practical Law Company

Our firm has just signed a year-long contract for The Practical Law Company, a unique online “knowledge solution” that our M&A lawyers found invaluable during our free trial. Participants learned how to access the practice guides, timelines, checklists, forms, and other resources this service provides.

January 20, 2010: ABA/ACORE: 2010 - What’s New? What’s Happening? What is Next?

Featured: Michael T. Eckhart, President, ACORE, and Robert F. Riley, Esq., Williams Mullen

The Renewable Energy industry survived 2009 intact with much promise and a clouded future. The economic stimulus package provided enormous support for the Renewable Energy community, but project development, investment and finance is still lagging. Congress did not pass a comprehensive Energy and Environmental legislative package, but continues to work toward wide-ranging national legislation in 2010 with significant implications for the industry. The stock market has rebounded, jobs growth is sluggish (although job terminations have been arrested) -- but the economy is still struggling. Main Street has met Wall Street but new business, technology and innovation and small business has not yet flourished.

Now, its 2010 -- a bright new year with a brand new budget! Items discussed: What is the outlook for financing, development, infrastructure and the law for 2010? Were the concerted and commendable federal and state stimulus efforts enough to overcome the economic challenges that lie ahead? Will financing for renewable energy projects be more readily available in 2010? Will jobs recovery legislation help the renewables industry? What are its implications for the industry based upon the Congress failure to pass comprehensive legislation in 2009? Will any such legislation be passed in 2010? Will new tax legislation extend existing incentives, or will major tax restructuring occur driven by the thirst for revenue and balancing the US budget? Will post Copenhagen maintain the push for climate change legislation or foster a new post Kyoto model?

January 20, 2010: Document Retention & Destruction Policies for Financial Institutions

Featured: A. Kelly Brennan, CAMS, Balch & Bingham LLP and Katharine F. Musso, CAMS, Balch & Bingham LLP

Financial institutions too often rely on recommended document retention guidelines without understanding the risks of inconsistent or antiquated practices. While Sarbanes-Oxley has clarified the responsibilities of certain financial institutions, Sarbanes-Oxley is only a portion of the document universe. This teleconference discussed the complex universe of document retention rules. Perhaps more importantly, however, this teleconference explained the necessity for a vigorous document destruction program. Consistent management of documents reduces litigation exposure and regulatory criticism.

Document Retention:

• Sarbanes-Oxley
• Federal Banking Regulations
• IRS and Documents for Auditors and Accountants

Document Destruction:

• Sarbanes-Oxley
• Federal Banking Regulations
• Escheat and Privacy

Special Circumstances:

• Litigation
• Investigations and Exams
• Third-Party Claimants

January 15, 2010: Transactional Associates Roundtable Discussion: Effective Delegation

Discussion Facilitators: Senior Associates

This was our 10th roundtable session. This month, we focused on effective delegation.

January 14, 2010: Algal Biomass Industry Survey

This Algal Biomass Organization MEMBERS ONLY webinar reviewed the results of the 2009 Algal Biomass Industry Survey conducted 4th quarter 2009. Hosted by the ABO’s executive director, Mary Rosenthal, this webinar included presentations by Elizabeth Willett, ABO Board member and Business Development Manager at Mars Symbioscience, and Mark Edwards, PhD., Arizona State University. This webinar featured insights on:

• Baseline information about the emerging algal industry
• Algal biofuel production focus
• Algae strain preferences
• Emerging production models
• Industry issues
• Technical challenges
• Co-products

January 13, 2010: Hot Issues for the Proxy Season

An ABA Teleconference

Featured: Program Moderator: Frank M. Placenti, Chair, Corporate Governance Practice, Squire, Sanders & Dempsey, LLP; Charles Elson, University of Delaware; Peggy Foran, Chief Governance Officer, Prudential Financial, Inc.; Joele Frank, Managing Partner, Joele Frank, Wilkinson Brimmer Katcher; Patrick McGurn, Risk Metrics Group; and Charles Nathan, Partner, Latham & Watkins

The 2010 Proxy Season ramped up as shareholder proposals for inclusion in the proxy materials arrived at companies across the country. The global economic crisis is setting a new tone, one which will sharpen the focus on issues we have seen in past years and introduce some new ones. These distinguished panelists discussed critical issues for the 2010 Proxy Season, including:

• The SECs New Board Qualification Disclosure Rules -- Road Map to Future Activism?
• Executive Compensation
• Practices that Could Draw Fire from Shareholders
• Best Practices
• “Say on Pay” Proposals
• NYSE Rule 452
• Risk Metrics’ Policy
• Likely Shareholder Proposal and Model Responses
• Governance Practices that Spark Activism

January 7, 2010: Commercial Real Estate Loan Guaranty Enforcement

Featured: Stephen D. Peterson, Partner, McGuire Woods; Susan C. Tarnower, Attorney, McGuire Woods; Henry P. Lorber, Managing Director, Hays Financial Consulting; and Kevin C. Watters, McGuire Woods

Deflation of commercial real estate values and a surge in borrower defaults have forced commercial real estate lenders to pursue high net worth guarantors for repayment of their loans.

Counsel for lenders seeking to maximize recovery through real estate loan guaranties should carefully examine the enforceability of the guaranty, the scope of liability and the maximum amount recoverable from the guarantor.

Our panel of real estate attorneys and a lender explained the most common types of guaranties securing commercial real estate loans and their idiosyncrasies and the practical realities facing lenders seeking to enforce their guaranties. The panel offered best practices for lenders to maximize recovery through guaranty enforcement. The panel reviewed these and other key questions:

• How are commercial real estate loan guaranties being enforced in the current environment?
• What legal and practical obstacles make guaranty enforcement challenging?
• What legal and business strategies can lenders employ to maximize their recovery in a down market?

January 5, 2010: Anatomy of Business Law: Tips and Terms for Corporate Drafting

An ABA Teleconference

Featured: Eric A. Koester, Associate, Cooley Godward Kronish LLP (Moderator); Samantha Horn, Partner, Stikeman Elliott; Erik L. Kantz, Partner, Arnstein & Lehr LLP; and David K. Staub, Member, Staub Anderson Green LLC

This program offered a primer on corporate drafting, including a discussion of frequently used terms, avoiding drafting disasters, and suggestions for successful drafting.

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Litigation

July 26, 2010: Chips & Clips: Deposition Video Review 

Featured: Jim Mayer, Jeff Post, and Darren Schwiebert

Jim, Jeff, and Darren shared personal experiences and video clips of depositions they’ve been involved in over the last few years. Discussion included: how to prepare, what to expect, what works, what does not work, and much more.

July 15, 2010: Pleadings Standards Post-Iqbal: Litigation Trends

Strafford Teleconference

Featured: Maxwell S. Kennerly, Member, The Beasley Firm, Philadelphia; John Clayton Everett, Partner, Morgan Lewis, Washington, D.C.; and Leo Rydzewski, Partner, Holland & Knight, Washington, D.C.

The Supreme Court’s 2009 Ashcroft v. Iqbal ruling was heralded as an advantage to defendants by making pre-discovery motions to dismiss easier to obtain, particularly where the defendant’s knowledge or intent is a critical element of the case. A year later, the debate continues: has Iqbal really changed the landscape of notice pleading and what has been its impact on early stages of litigation? Since Iqbal was decided, it has been cited in more than 6,000 cases, and a clear body of law is emerging.

One recent development is the circuit split on the applicability of Iqbal to affirmative defenses. And Iqbal may also be impacting state practice as state courts start to weigh the value of the plausibility standard.

An authoritative panel of litigators discussed the impact of Iqbal on pleadings practice, recent litigation trends and developments, and best practices for counsel in dealing with the heightened pleading standards.

April 20, 2010: Working From the Inside Out: Crafting the Winning Trial

Featured: G. Christopher Ritter, Esq. and Andrew M. Spingler, The Focal Point LLC

Good trial lawyers know how to manage an effective–sometimes even artful–litigation process. Great trial lawyers know what it takes to win big: working “from the inside out” and understanding that a variety of persuasion tools are necessary to influence jurors’ individual learning styles. The Focal Point has partnered with the nation’s leading trial attorneys on hundreds of complex, high-profile civil and criminal cases and offers a proven approach to crafting winning arguments by bringing together strategy, psychology, and persuasion theory. The Focal Point demonstrated how to move jurors from neutral finders of fact to advocates for the client in the deliberation room.

This program explained how to:

• Craft a winning trial strategy in five steps
• Benefit from an understanding of how jurors deliberate and form coalitions
• Use Mental Mining to uncover the key themes of your case
• Test and refine your story through Feedback Forums
• Integrate visual thinking into your trial preparations

April 14, 2010: Avoiding the Accidental Franchise Malpractice Trap

Featured: Stuart Hershman (Moderator), Partner, DLA Piper, Chicago, IL; Barbara A. Bagdon, Partner, Dady & Gardner, P.A., Minneapolis, MN; Cassandra L. Karimi, Assistant Attorney General, Office of the Illinois Attorney General, Springfield, IL and Rochelle B. Spandorf, Partner, Davis Wright Tremaine LLP, Los Angeles, CA

Your client wants to expand their business by issuing licenses or distributorships to independent contractors who will invest their own money and hire their own employees to sell your client’s goods or services. After discussing business objectives with your client, you draft the license or distribution agreement. A year later, the client receives a demand letter from an unhappy licensee or distributor alleging that the licensing or distribution program is really a franchise relationship which they now wish to unwind. The licensee or distributor has also complained to its local consumer protection agency, which has sent your client a demand letter inquiring into the specifics of the relationship. Your client wants you to explain why the licensing or distribution program is not a franchise and seeks advice on how to respond to the unhappy licensee or distributor as well as to the state regulator.

This teleconference and live audio webcast examined the meaning of the “accidental franchise” and the implications to you and your client for creating one. To that end, the panelists discussed:

• the definition of a franchise and the federal and state laws applicable to franchising generally;
• techniques for structuring relationships outside of the scope of these laws;
• arguments made by counsel in attempting to characterize a relationship as a franchise relationship;
• the potential liability to the putative franchisor, its officers and the attorneys involved in creating the relationship; and
• a state agency’s investigation and handling of a complaint related to the unregistered offer and sale of a franchise.

April 13, 2010: Taking & Defending Effective Depositions

Panel Featured: Dave Bunde, Greg Karpenko, and Jeff Post

Dave, Greg, and Jeff discussed depositions - how to prepare, what works, what does not work, and much more. This was an excellent session for associates to attend.

March 25, 2010: ECF Basics & Best Practices

Featured: Jackie Ellingson, Quality Control Analyst, U.S. District Court, District of Minnesota; Lou Jean Gleason, Divisional Manager, U.S. District Court, District of MN; and Tom Schappa, Civil Supervisor, U.S. District Court, District of MN

Over the past few months, there have been a number of updates and changes made to the court’s ECF system. Many of the changes are critical to successful use of the system. This session explored the following important areas:

ECF Basics: ECF Overview and Support Information; Initiating Cases; Documentation Basics; Demonstration of Electronic Filing; Key Tips and Technical Reminders

ECF Best Practices: Filing Stipulations and Extensive Exhibits; Redaction of Personal Identifiers; Filing Sealed Documents; ECF Transcript Process

Other Details: This presentation is highly encouraged for all litigation attorneys, paralegals, secretaries and floaters. Lunch will be provided. Paralegals and non-exempt support staff, attendance at this program will count as paid time, but cannot be used in the calculation of time and a half. Please mark your time sheets (ECF Training) in the overtime section.

February 10, 2010: Effective Legal Writing As Seen From the Other Side of the Bench

Panel Members: The Honorable Richard H. Kyle, U.S. District Court; The Honorable Arthur J. Boylan, Magistrate Judge, U.S. District Court; Marc Betinsky, law clerk for Judge Kyle; Paul Schulstad, law Clerk for Judge Boylan; and Tim O’Shea, Associate Attorney, Fredrikson & Byron, and former clerk for Judges Boylan and Kyle.

You can’t be a good litigator without writing good briefs. But how do you learn the basic rules for effective brief writing, let alone how to tailor your briefs to a specific court? One simple way is to learn from the judges who will be making decisions based on your briefs. In this panel discussion, two highly respected judges and their clerks shared their candid thoughts on what you need to know about effective legal writing.

January 20, 2010: Attorney-Client Privilege and Work Product Protection

How do recent developments in attorney-client privilege and work product protection affect your practice? Federal Rule of Evidence 502 protects against the inadvertent waiver of privilege and work product protection and limits the costs of pre-production privilege review. The boundaries of the privilege are still evolving as recent decisions affect how this rule, and others, are applied in practice.

This authoritative telephone seminar/audio webcast explored the continuing impact of Rule 502 and the most recent rulings on privilege and work product protection. Led by an expert faculty, including the author of Rule 502, this essential and informative program discussed:

• The latest developments under Federal Rule of Evidence 502
• Advice of counsel defense and at-issue waiver -- limitations
• Experts, privilege, and work product protection under Proposed Amendments to Federal Rules of Civil Procedure 26 (a) and (b)
• ...And much more!

January 14, 2010: Dreadful Drafting of Indemnities

Featured: John T. Ramsay, Partner, Gowling Lafleur Henderson LLP

This session focused on those tedious, convoluted and critical provisions at the end of an agreement that give the licensee/buyer in a technology transfer transaction the right to recover money paid, withhold money not yet paid, and recover money paid to third parties as a result of the licensor’s or seller’s breach of warranties. Risk allocations may have been made in the warranties but have these risk allocations have not been carried forward into the indemnity clause. The remedies for these breaches, all very distinct in their nature and appropriate cure, are often intermingled into one “serve-all clause” that ultimately “serves-not-at-all”. What constitutes a breach - how material does it or the basket of breaches have to be before there is a recovery, who pays the legal fees for defending a third-party claim if (a) the claim is successful, or (b) the claim is unsuccessful? What right does the buyer have to withhold funds the seller needs to fund the defence? We attempted to break down the powerful and intimidating legalese in these provisions to discern their result, and discussed best practices that can produce appropriate fairness for other parties.

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Business Development

September 23, 2009: Deepening Client Relationships: The First Step? Obtaining Client Feedback

Featured: Linda LaBrie, President of LaBrie Consulting. Linda’s consulting practice is dedicated exclusively to helping her clients become market leaders and grow profitable, long-term client relationships. She offers extensive legal industry expertise – first, as the chief marketing professional for three large law firms and, since 2000, as a consultant specializing in Coaching, Client Interviews and Stakeholder Intelligence and Brand Building. Having conducted over 2500 face to face interviews with clients, Linda brings a deep understanding of client/buyer perceptions, needs, expectations and choices. Linda has worked with Fredrikson for the past three years and has an informed understanding of the firm and how we work with clients.

Finding opportunities to ask your clients for feedback and learning more about the client is important to continuing to deepen the relationship. The firm has been conducting formal client interviews since FY2003, but asking for feedback should be part of your ongoing relationship with the client. Through the formal Client Interview Program, 35 key clients have been interviewed, and in every case conducting the interview has provided valuable insights on how our clients view our work, our service, and our people. Our clients’ favorable impressions of the program are leading us to increase the number of interviews we conduct annually.

Even with the expanded program, we will not come close to reaching a significant number of our clients. We need your involvement in reaching out to clients to ensure that they are happy with our service, and to continue to build our knowledge of the client and their business goals. Relationships with clients and specifically “earning” a deep and secure relationship with clients, was a key focus of the thought-provoking officers’ retreat held with David Maister this past winter. Maister emphasized that face-to-face visits with clients is an important aspect. Further, conducting “client needs assessments” during onsite client visits is also a key element of the Flannery model.

This workshop prepared participants to visit clients “off-the-clock” to talk about the company, its business goals, as well as to obtain critical and candid performance feedback. The session covered how to ask for the meeting, preparing for the meeting, conducting the meeting, and developing a follow-up plan. The training built upon skills learned during the Maister and Flannery sessions, but attendance at the programs was not a prerequisite of attending this program. The skills obtained will help with client loyalty and retention, and they could even lead to expanded service offerings and increased fees.

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General Firm

August 30, 2010: Stroke Awareness

Featured: Dr. Diane Chappuis, Director of Stroke Rehabilitation at Sister Kenny Rehabilitation Institute, and Edward J. Pluimer, Partner at Dorsey & Whitney

Dr. Chappuis and Mr. Pluimer discussed various stroke-related topics. Ed gave a brief description of what happens when you are suddenly stricken with a stroke (it happened to him – in the middle of a trial, no less), and the lengthy rehabilitation that accompanies many strokes.

August 18, 2010: New HIPAA Rules Issued: Learn What Steps You Need To Take Soon

An AIS Health Webinar

On July 8, HHS released 234 pages of proposed rules that modify what covered entities, business associates and their subcontractors will soon have to do to comply with the HIPAA privacy, security and enforcement rules. The wide-ranging document covers business associate liability, the sale of protected health information (PHI), research issues, the minimum necessary standard, restrictions to uses and disclosures of PHI, access to PHI, fundraising and the HIPAA notice of privacy practices.

Participants learned the specific steps organizations will have to take soon to incorporate these exhaustive new rules into their existing HIPAA privacy and security compliance programs.

Veteran HIPAA attorney Reece Hirsch, with Morgan, Lewis & Bockius LLP in San Francisco, summarized the major new requirements (and pitfalls) in these mammoth new privacy and security regs ... and outlined the steps organizations will have to take soon to comply in areas that include:

• The new obligations of business associate contractors
• Drafting business associate agreements
• Access to protected health information (PHI)
• The “minimum necessary” standard
• Restrictions in uses and disclosures of PHI
• The sale of PHI
• The HIPAA notice of privacy practices
• PHI used in research
• Fundraising restrictions
• Procedures related to security breach notification
• The assessment of HIPAA fines and penalties

August 5 and August 10, 2010: Lunch with I.T. ~ Learn Some Stuff, Ask Some Questions, Eat Some Pizza! 

Panel Featured: Dee Grausam, Robert Nelsen, Guy Rehwinkel, and Eric Strandjord

Our stellar panel of IT professionals provided some info nuggets on important topics including: file retention, PDFs, and track changes vs. Deltaview. Presentation was followed by a Q&A session. This was a great session for attorneys and paralegals to attend with their secretaries.

August 4, 2010: The Supreme Court’s Reshaping of the IP Landscape in Recent Years

AIPLA Webcast

Featured: Samson Helfgott, Katten Muchin Rosenman, LLP

Over the last few years, the Supreme Court has changed the shape of intellectual property law principles. Thus, professionals in this field cannot remain stagnate in their understanding of the law, but must instead learn to adapt to the ever-evolving landscape. This program provided an analysis of intellectual property law cases decided by the Supreme Court in the past and in recent years and provided insight into the possible new “messages” the Supreme Court is sending. The main focus was on patent cases, but trademark and copyright cases were discussed as well.

August 4, 2010: Aim To Sustain: A Local Treasure ~ The Mighty Mississippi

Featured: Whitney Clark, Executive Director, Friends of the Mississippi (FMR). For the past 22 years Whitney has worked to improve Minnesota’s environment as a staff member for several local environmental organizations including Citizens for a Better Environment and the Clean Water Action Alliance. During his ten-year tenure as executive director, Whitney has led FMR’s growth from a start-up group with one staff member to a leading conservation organization with a staff of fourteen. He has extensive experience in environmental policy, lobbying, advocacy and education campaigns, partnership building around environmental issues and grassroots fundraising. He is an alumnus of the University of Minnesota, where he studied history. He is married and lives in Saint Paul with his wife Sarah and their two daughters.

The Mississippi is one of the great rivers of the world and an ecological resource of global significance. The river is also a source of drinking water for 20 million Americans and it is an historical and cultural icon near the heart of our American identity.

In this presentation, Whitney provided an introduction to the wonders of the Mississippi in the Twin Cities area, discussed pressing threats to the river’s health and vitality, and reviewed some of the river conservation efforts currently underway.

August 2, 2010: The Weight Class

Featured: Jennette Turner, Natural Food Educator. Jennette is a graduate of The Institute for Integrative Nutrition where she earned a degree in Holistic Nutrition. She has lectured and taught classes in New York and Minneapolis and her numerous food-related articles have appeared in publications nationwide. Her popular programs at the Wedge Co-Op earn rave reviews. Jennette is a certified member of the American Association of Drugless Practitioners and a member of the Weston S. Price Nutrition Foundation. 

Tired of dieting? Stop! Find your way to a healthy weight. This class covered the physiological factors associated with weight gain, the physical and emotional road blocks people encounter, and how to feed yourself what you really need.

July 29, 2010: Diversity in Practice Presentation

Featured: Valerie (Val) Jensen, Executive Director, Twin Cities Diversity in Practice. Valerie Jensen returned to the Twin Cities in 2007 from Valparaiso University School of Law in Indiana, where she was the Executive Director of Career Planning. Prior to her move to Indiana, Valerie was the Associate Dean for Multicultural Affairs at William Mitchell College of Law. Valerie continues to teach a seminar on Race and the Law at William Mitchell College of Law which is an upper level seminar on the historical, current and future issues surrounding race and our legal system. While at William Mitchell College of Law as Associate Dean she taught legal writing, academic support and exam writing workshops and served as director of the National CLEO programs Summer Institute held at William Mitchell. Valerie was an active member of Minnesota Black Lawyers Association (MABL), Minnesota State Bar Association and the Minority Bar Summit. Before assuming her role at William Mitchell, Valerie worked for the Ramsey County Attorney’s Office, the Minnesota Supreme Court and the Minnesota Department of Public Safety. Valerie was born and raised in Minnesota and currently resides in St. Paul. She is a graduate of William Mitchell College of Law and Carleton College in Northfield, Minnesota.

Val briefly covered the current local legal diversity demographics and how we compare to other Midwest cities. She followed that with a presentation about diversity as a value-add and the different initiatives Twin Cities Diversity in Practice is involved in to increase diversity in member firms (recruiting efforts, professional development programs, new marketing efforts). Val concluded with a discussion regarding the continued and increasing importance of diversity to the GCs.

July 29, 2010: BNA Environmental Reporter: An Overview 

Featured: Michlele Alwin, Esq., BNA Legal Solutions Consultant

Our Library has purchased a license for you to the online edition of the BNA Environment Reporter. This brief overview by Michele Alwin, our BNA representative, described how to make the best use of this resource. Michele reviewed the content of this resource, showed how to customize the homepage to feature the topics and jurisdictions of interest, and conducted keyword searches of the archive.

July 22, 2010: Patent Indemnification Provisions 

Strafford Teleconference

Featured: Thomas J. Scott, Jr., Partner, Goodwin Procter, Washington, D.C. and additional faculty to be announced.

Indemnification provisions are a critical, but sometimes overlooked, part of any patent agreement. Effective drafting and negotiation of indemnification provisions are key to protecting business interests and minimizing litigation costs. Many businesses use their leverage to require indemnification provisions in vendor contracts that include detailed specifications to limit the vendor’s ability to design away from certain technology and then seek indemnification. Vendors must develop strategies for minimizing their risks.

Parties must carefully consider the scope of liability covered by the indemnification obligation, as well as liability triggers and indemnification of third parties, when negotiating the contract terms. An authoritative panel of patent attorneys provided a detailed briefing on patent indemnity provisions, alternatives to patent indemnity, and potential pitfalls when drafting and negotiating indemnification clauses. The panel also outlined strategies to avoid paying unnecessary patent litigation fees while ensuring the company’s interests are protected.

July 21, 2010: Standing at the Intersection of Design Patents, Trade Dress & Copyright - Where Looks Really Do Matter

AIPLA Webcast

Featured: Robert Browne, Neal Gerber & Eisenberg, LLP and Stephen Peterson, Finnegan, Henderson, Farabow, Garrett & Dunner, LLP

Advances in manufacturing technology have reduced the time and effort needed to copy products. As a result, copies of innovative products are on the market in weeks or months after a new product is introduced. This course explored how innovators can protect their designs in the short run with design patents and use the exclusivity to generate trade dress rights that can survive the term of the design patent. It also examined how copyright can be used as another avenue for the protection of these products. For products with potentially long product lives, this approach can provide, under the right circumstances, intellectual property rights for a product design and provide your client with a bigger bang for his buck.

July 7, 2010: IP Strategic Portfolio Management

Featured: Greg Allen, 3M Innovative Properties Company & H. Sanders Gwin, Jr., Shumaker & Sieffert

The current economic environment has forced in-house corporate counsel and private practitioners to rethink how IP portfolios are managed. This program presents types of discussions that can be helpful in deciding whether or not pursuing patent protection is an appropriate path for achieving desired business objectives. Assuming patent protection is sought, these discussions can facilitate the collection and organization of information needed to effectively prepare and prosecute a patent application. This program will also evaluate practical legal and business considerations when conducting initial inventor interviews and conducting prior art searches.

June 30, 2010: Negotiation Ethics: Winning Without Selling Your Soul

Featured: Marty Latz, Esq. - President, Latz Negotiation Institute. Martin Latz is one of the nation’s leading experts and instructors on negotiating techniques. Since 1995, he has taught over 50,000 lawyers and business professionals how to more effectively negotiate and his programs have consistently received the highest praise. A Harvard Law honors graduate, Marty will help make you a better lawyer. Marty served as an Adjunct Professor – Negotiation at Arizona State University College of Law from 1995-2005, he also advises and negotiates on behalf of a wide range of private and public entities. From 1993–1995, he negotiated for the White House nationally and internationally on the White House Advance Teams. Marty is the author of Gain the Edge! Negotiating to Get What You Want (St. Martin’s Press, 2004, www.GainTheEdge.com), and has appeared as a negotiation expert on CBS’ The Early Show and such national business shows as Your Money and First Business. He also writes a monthly negotiation column for The Arizona Republic. For more on Latz and to check out his negotiation columns, visit www.NegotiationInstitute.com.

In real estate, it’s “location, location, location.” In negotiation, it’s “reputation, reputation, reputation.” A trustworthy reputation – once lost – can be difficult if not impossible to regain.

In this program, national negotiation expert Marty Latz presented a series of ethically challenging negotiation scenarios from a variety of realistic legal negotiations. Each scenario highlighted three levels of analysis, all of which impact your reputation.

• Morality - Is it right to engage in certain behavior?
• Ethics - Is it ethical and/or legal under the Rules of Professional Conduct and the laws of your jurisdiction?
• Effectiveness - Does it work?

Insights were also provided – on video - by veteran business executives, lawyers and politicians, including former CEO and President of Dial Corp. Mal Jozoff, Vice President of AT&T Mary Upchurch, and Arizona Attorney General Terry Goddard.

This seminar also explained how to:

• Ethically avoid answering certain questions and sharing strategic information
• Skillfully and ethically play your leverage cards
• Use agents to insulate yourself
• Maintain objectivity and professionalism in difficult negotiations
• Solidify current and future relationships

June 29, 2010: PACER Overview: Accessing Federal Court Records

Featured: Sheri Brenden, Research/Training Librarian

Find dockets, complaints and other court documents filed within the federal courts. Participants learned to use the federal courts’ Public Access to Court Electronic Records (PACER) and its new search tool (released in March) called “Case Locator” which has more capabilities than ever.

June 29, 2010: Stress Self-Defense: Tai-Chi and More

Featured: Ruth Anne Plourde, M.A. Ruth Anne is an Assistant Professor in the Holistic Health Studies program at the College of St. Catherine, a certified Health & Wellness Counselor, Fitness and Tai Chi instructor. A serious stress related illness and struggle for her own survival led Ruth Anne on a 20-year quest to personally understand the connection between stress, illness, mind and body. Using her personal healing experiences, along with significant professional training, she helps people develop skills for success over stress. Since 1990 she has studied with internationally recognized Masters of Tai Chi and Qigong. She’s been a pioneer in integrating Tai Chi and holistic stress management techniques into mainstream health care organizations, corporations and educational institutions.

In the West, our major opponent is stress. It is estimated that over 80% of diseases in America are stress related. Research has shown that “moving meditations” provide physiological and psychological benefits. Participants learned simplified movement techniques - drawn from the soft martial art of Tai Chi - they can apply in their daily life to enhance health, improve performance, and reduce stress. These techniques develop their inner power for daily life. It included a simple 5-10 minute Tai Chi mini practice that, if done regularly, will become a powerful tool in eliminating stress and balancing life’s ups and downs.

June 23, 2010: Conflicts in Patent Prosecution: Avoiding the Ethical Pitfalls 

Strafford Teleconference

Featured: Dr. Sandra P. Thompson, Shareholder, Buchalter Nemer, Irvine, Calif. & Stephen T. Schreiner, Partner, Goodwin Procter, Washington, D.C.

Counsel and law firms involved in patent prosecution must carefully evaluate client representations to avoid conflicts that could jeopardize clients’™ rights, breach fiduciary duties, and violate PTO rules, Model Rules and state legal ethics rules.

As patent attorneys develop knowledge in particular areas, they seek to represent more clients in that area. What practices can attorneys utilize to minimize the risk of using knowledge obtained in an application for one client while preparing the application for another?

The risks also increase as attorneys move among firms and the stakes for innovation rise. Patent prosecutors must identify and address all potential conflicts involving patent subject matter, client confidentiality, and difficult situations such as employers and inventors with adverse interests.

An authoritative panel of IP counsel examined the conflicts issues that arise in patent prosecutions and offered best practices on how to identify, address and minimize the potential risks and liability of such conflicts.

June 17, 2010: Flip Flops Are Not Business Casual: Drafting Dress Codes for your Firm and Clients

ABA Teleconference

Featured: Michelle Ferguson and Laura Hazen

How do you craft a dress code that reinforces your firm’s brand? Finding a middle ground that allows for employee self-expression and avoids discrimination claims, but also promotes a professional environment to clients is a challenging task.

In this program, Colorado attorneys Michelle Ferguson and Laura Hazen provided a survey of the role that dress codes have played in recent employment lawsuits in federal court. They outlined a legal framework with which to analyze dress codes and personal appearance policies, including

• fragrance policies;
• measuring “attractiveness”;
• make-up requirements;
• tattoos and piercings; and
• religious head dress.

Sample dress codes were included in the written materials.

June 10, 2010: Patents and the Written Requirement

Strafford Teleconference

Featured: Peter G. Pappas, Partner, Sutherland Asbill & Brennan, and additional faculty to be announced

This CLE webinar provided guidance to patentees, patent challengers and counsel for dealing with the U.S. Patent Law Section 112’s written description requirement. The panel also discussed the implications of the Federal Circuit’s recent opinion in Ariad v. Eli Lilly for compliance and patent challenges.

Patent applicants must provide a written description of the invention in the patent application process. The requirement mandates that applicants provide greater detail about what an invention does, which may effectively reduce the scope of patent protection. In March 2010, the Federal Circuit issued its long-awaited en banc opinion in Ariad Pharm. v. Eli Lilly, confirming that 35 U.S.C. Sec. 112, para. 1 contains a written description requirement that must be satisfied by a patent applicant separately from the enablement requirement.

The ruling clarified the written description requirement’s purpose and scope as requiring patentees to make meaningful disclosure of the invention. It may also give defendants firepower when parties seek to assert patents where broad claims are not supported by sufficient disclosures. An authoritative panel of IP attorneys examined the written description requirement and how it has been applied. The panel discussed implications of the Federal Circuit’s recent decision in Ariad v. Lilly and offer best practices for meeting the written description requirement and withstanding invalidity challenges.

June 2, 2010: Techniques for Excellent Writing-Marketing Emphasis

Featured: Stephen Wilbers is a writing consultant, author, and syndicated columnist. He has offered training seminars in effective writing to more than 10,000 business, technical, legal, and academic writers. Dr. Wilbers earned his B.A. at Vanderbilt University and his M.A. and Ph.D. at the University of Iowa, where he wrote a history of the Iowa Writers’ Workshop for his dissertation, which was published by the University of Iowa Press. He was a Visiting Fulbright Fellow at the University of Essex in Colchester, England. At the University of Minnesota he directed one of the largest student academic support services operations in the country before serving as Associate Director of the Program in Creative and Professional writing. He and his wife Debbie have two grown children and live in Minneapolis, where he has been a proud member of The Loft Literary Center since 1981, serving on the Loft’s board of directors from 2003 to 2009 and as the Loft board chair from 2007 to 2009. He has written more than 800 syndicated columns on effective business writing appearing in the Minneapolis Star Tribune, the Orange County Register, and other publications.

Steve’s workshop expanded on the recent review session with special focus on the following areas of importance for all involved in marketing communications:

• Writing effective communications where you want an individual/group to undertake action or action items
• Persuasive writing
• Writing for different audiences (your colleagues, lawyers, leadership, etc.)

May 26, 2010: Patent Reexamination: The New Strategy for Litigating Infringement Claims

Featured: Greg H. Gardella, Partner, Moderator, Irell & Manella, Los Angeles; Timothy E. Bianchi, Shareholder, Schwegman Lundberg & Woessner, Minneapolis; Anup Tikku, Senior Patent Litigation Counsel, eBay Inc., San Jose, Calif; and David L. Schuler, Intellectual Property Counsel, Bose Corporation, Framingham, Mass.

Patent reexamination filings are soaring. Companies accused of patent infringement are now fighting back by routinely asking the U.S. Patent and Trademark Office (PTO) to reexamine the validity of the accuser’s original patent. Reexaminations can be a driving factor in determining how a patent infringement case is ultimately resolved. When patent reexaminations are sought in the context of pending litigation, patent litigators must have an effective strategy in place to confront the unique issues associated with them.

An authoritative panel of patent attorneys identified common challenges confronting patent litigators when using reexaminations as a litigation tactic. The panel offered strategies for pursuing or defending patent litigation claims involving patent reexaminations.

May 19, 2010: USPTO’s First Action Interview Pilot Program: Procedures, Benefits & Drawbacks

Featured: Robert Stoll, Commissioner for Patents, U.S. Patent and Trademark Office, and Steven Venable, Venable LLP

The USPTO’s First Action Interview Pilot Program can be a useful tool for both the patent attorney and the applicant. With the expansion of the program, it is extremely important for patent practitioners to understand how the first action interview program will impact the future of patent prosecution. The presenters of this webinar provided insights into procedures, benefits, and drawbacks of the program. The webinar featured perspectives from both a patent practitioner viewpoint and the USPTO viewpoint. Those new to First Action Interview Pilot Program, along with those wishing to keep pace with this new program, benefitted from the material presented in this webinar.

May 14, 2010: Stress, Mental Health & Addiction

Featured: Joan Bibelhausen, Esq, Executive Director, Lawyers Concerned for Lawyers

Lawyers face stress daily and are subject to particular circumstances which can lead to higher levels of stress than for most other members of the population. There is a clearly recognized continuum where unresolved chronic stress becomes a predictor for addiction and mental illness, which are also more prevalent among lawyers. By understanding this continuum, and learning stress management techniques, lawyers can better implement relevant and realistic strategies for stress management and, hopefully, get help earlier when there is a problem. Personal examples and information on Minnesota’s lawyer assistance program was also provided.

May 13, 2010: Techniques for Excellent Writing 

Featured: Stephen Wilbers is a writing consultant, author, and syndicated columnist. He has offered training seminars in effective writing to more than 10,000 business, technical, legal, and academic writers. Dr. Wilbers earned his B.A. at Vanderbilt University and his M.A. and Ph.D. at the University of Iowa, where he wrote a history of the Iowa Writers’ Workshop for his dissertation, which was published by the University of Iowa Press. He was a Visiting Fulbright Fellow at the University of Essex in Colchester, England. At the University of Minnesota he directed one of the largest student academic support services operations in the country before serving as Associate Director of the Program in Creative and Professional writing. He and his wife Debbie have two grown children and live in Minneapolis, where he has been a proud member of The Loft Literary Center since 1981, serving on the Loft’s board of directors from 2003 to 2009 and as the Loft board chair from 2007 to 2009. He has written more than 800 syndicated columns on effective business writing appearing in the Minneapolis Star Tribune, the Orange County Register, and other publications.

Steve’s workshop provided a fast-paced, lively, and entertaining review of the principles of effective writing. Participants learned to:

• Review writing according to five elements of composition
• Write clear, concise sentences
• Avoid the three common writing errors
• Write three-step messages in a hurry
• Proofread effectively
• Apply three concepts of good communication to write with more confidence

May 12, 2010: Working Out – Beyond the Basics

Would you like to start an exercise program, but are not sure where to begin? This seminar helped participants get started on the right track. Information on aerobic exercise, strength training and stretching was presented in an easy to understand format. Participants learned about target heart rate and how to set up an individual workout program. Participants also received information about choosing exercise equipment (ie: treadmills, elliptical machines) and the most important piece of equipment - athletic shoes!

May 3, 2010: Live Longer, Live Better

Do you wish to live a longer life, or do you hope to feel great and be healthy each day of your life? The leading causes of death in the United States may be highly preventable with the choices you make every day. This class reviewed the three elements of healthy living: a healthy diet, regular exercise and stress management, and explained ways to make each a part of your life to promote health and longevity.

April 27, 2010: Effective Acquisition of Laterals

An Altman Weil Teleconference

Featured: Alan R. Olson, Principal, Altman Weil, Inc. and Eric A. Seeger, Senior Consultant, Altman Weil, Inc.

Many laterally-hired lawyers do not meet a law firm’s original expectations. And yet lateral hiring is a primary growth strategy in most firms. Why does the process go wrong?

This 90-minute Altman Weil Webinar, Effective Acquisition of Laterals, showed how a consistent, plan-driven lateral acquisition strategy will help law firms reduce wasted time and resources, identify the best opportunities, prevail in competitive hiring situations, and acquire the right lawyers and groups for the firm.
Topics included:

• Making a strategic needs assessment of growth options
• Structuring a consistent lateral recruiting process in your firm
• Being effective at the Practice Group level
• Creating hiring profiles linked to firm goals
• Customizing each candidate approach
• Due diligence pitfalls to avoid
• Making an effective offer
• The use and mis-use of headhunters
• Post-acquisition integration strategies

April 9, 2010: Fidelity: Building a Portfolio for Any Weather

Featuring: Paulette Erickson, CFP, Investment Education Consultant, Fidelity Investments Institutional Services Company, Inc.

Participants learned how to improve their investment mix through asset allocation and diversification. At this workshop, participants:

• Reviewed their plan’s details
• Estimated their needs for retirement
• Learned principles of asset allocation
• Reviewed basics about diversification (risk/return)
• Defined asset classes
• Built an investment strategy

Access Fidelity E-Learning workshops at http://e-learning.fidelity.com any time to learn at your own pace. Keep in mind that investing involves risk. The value of your investment will fluctuate over time, and you may gain or lose money. Before investing in any mutual fund, please carefully consider the investment objectives, risks, charges and expenses. For this and other information, call or write Fidelity for a free prospectus. Read it carefully before you invest. 

April 7, 2010: Chemical Dependency and the Law: Selected Biases

Featured: Michael Braman, J.D., M.A., L.A.D.C., University of Minnesota Medical Center, Fairview. Michael is a licensed Minnesota attorney and a licensed chemical dependency counselor. Prior to becoming a chemical dependency counselor, he practiced law in the Twin Cities for 20 years and focused his practice on complex business litigation. Currently, Mr. Braman is a chemical dependency counselor at the University of Minnesota Medical Center, Fairview, where he counsels adult chemical addicts. In addition, he provides continuing education to both attorneys and chemical dependency counselors regarding their legal and/or ethical responsibilities. He has authored, lobbied and helped obtain the passage of chemical dependency related legislation, testified as an expert on chemical dependency issues at the legislature and in trial court proceedings and has been actively involved in the community with respect to these issues. Visit his web site at www.MichaelBraman.com.

Topics covered included:

• Prevalence of Chemical Dependency and Economic Impact on Society.
• Protections given chemically dependent persons.
• The American with Disabilities Act and bias under the ADA.
• Federal Fair Housing Act and bias under the the FFHA.
• Privilege and confidentiality issues in counseling and group therapy-plus exceptions.
• What is the duty to warn?
• Mandatory reporting of pre-natal exposure to chemicals.
• Chemically dependent persons and commitment proceedings.
• Special problems with business transactions and unemployemnt compensation issues.
• Ethical Issues related to chemical dependency.
• The Hijacked Brain - a short film showing how addiction affects our brains

April 6, 2010: Managing Conflict

Featured: David Brueshoff, M.Div., MS., M.Th., CFLE, Working Family Resource Center. David has been working with individuals and families for more than 25 years. He holds advanced degrees in Counseling, Psychology, Theology, and is a Certified Family Life Educator. Currently, he is a faculty member in the Department of Child and Family Education at Concordia University in St. Paul. He is also associated with The Working Family Resource Center based in St.Paul and presents at local and national training and development events.

In a light-hearted look at an old topic - David calls stress, anger and conflicts “the three amigos” because they seem inseparable - like three best friends. In this seminar, he provided effective conflict management skills to improve and help participants be more productive and feel more balanced.

April 1, 2010: Divided Patent Infringement: Emerging Challenges

Featured: Michael A. Cicero, Member, Womble Carlyle Sandridge & Rice; Richard S.J. Hung, Partner, Morrison & Foerster; and Stephen Schreiner, Partner, Goodwin Procter

The law of patent infringement addresses infringement by a single actor. However, modern technology has exposed a loophole in the statutory infringement scheme. Where patents require action by more than one actor, divided infringement claims are difficult to prove. Recent decisions by the Federal Circuit raised the bar for proving infringement. Patent owners and counsel must take proactive steps in drafting patent claims to prevent divided infringement to successfully enforce patent rights.

When facing divided infringement prosecution or litigation, counsel must carefully advise the patent owner about the risks of such claims, and consider matters such as reissue applications, level of control of the alleged mastermind, and alternatives to litigation in U.S. courts. In this session, an authoritative panel of IP attorneys examined court treatment of divided infringement claims and discussed steps that patent owners and counsel can take in drafting claims to protect patent rights. The panel offered strategies for prosecution and litigation where divided infringement is alleged.

March 23, 2010: Attorney/Mentor/Mentee: Round Table Discussion With Female Shareholders

Recently the National Law Journal surveyed the nation’s largest 250 law firms and ranked the top 20 based on their percentage of women partners. Fredrikson & Byron ranked number one among law firms headquartered in Minnesota and number three nationally. Ann Ladd expressed on behalf of the firm in a recent article: “The ranking bolsters our long-held core value of the importance of a diverse workplace. Diversity of thought, experience, and background makes us more creative and innovative, and better able to develop and sustain long lasting relationships with our clients.”

With these thoughts in mind, some of our female shareholders met recently to discuss how we accomplished the ranking, what has worked, what has not worked, and what we still need to work on. This roundtable discussion followed where all shareholders and associates discussed their challenges, their successes, and their ongoing struggle in order to to share wisdom and ideas.

March 18, 2010: Patent Marking: Federal Circuit Expands Liability Threat

In its recent decision in Forest Group v. Bon Tool, the Federal Circuit Court of Appeals expanded patentee liability for mismarking patents. The Federal Circuit adopted a per article interpretation of “offense” creating the potential for significant damages.

Deciding whether or not to mark articles as patented and complying with the False Marking Statute are not cut and dried. False patent marking can occur under a variety of circumstances, and anyone may sue for the alleged mismarking of an unpatented item.

Since the Forest Group ruling, Bayer, Graco, BIC and others have been sued, and more suits are expected as plaintiffs seek to take advantage of the ruling. Companies and counsel must carefully weigh the costs and benefits of enforcing patents in deciding whether to mark the patented item.

An authoritative panel of patent attorneys examined the requirements for patent marking and recent court treatment of marking. The panel discussed the analysis of whether to mark, how to mark, and how to minimize the risk of liability for false marking.

March 3, 2010: Overview of the F&B Attorney Review Process: Giving & Receiving Feedback

Panel Featured: Gail Brandt, Terry Giel, Mary Krakow, Greta Larson, Jennifer Larson, and Tammy Warren

A recent Law Practice Management article indicated associates say they need and want feedback to gauge performance and excel in the profession. With that in mind, it’s more important than ever to complete attorney evaluation forms and to provide feedback and guidance. This session looked at good and not-so-good examples of attorney reviews as well as an overview of the following:

• The Evaluation Process
• Giving Feedback
• Receiving Feedback

February 18, 2010: Keeping Pace on a Spinning Planet: Managing Change and Transition

Featured: Karl Mulle, M/ Div., MACP, Consultant to Working Family Resource Center. Karl is known for his ability to combine psychological insight with humor and practical application to deliver inspiring messages on human effectiveness. His winsome and innovative approach is designed to encourage people to discover untapped levels of mental and emotional energy as well as enthusiasm for life. Karl is a graduate of Cornell University and Trinity International University. He has over 17 years of experience as an adult educator and is a popular speaker nationally, as well as a psychotherapist in private practice.

The only thing we can really count on in the world today is that things aren’t going to stay the same for very long. Even so, change often occurs when we least expect it, and we are left in need of help and support in adapting to the changing conditions. How do we adapt to these changing times? What is the process for transitioning from the way things were to the way the future will be?

This session explored the human side of change. It provided participants with a model for understanding change and transition, as well as the opportunity to process their feelings about current changes in order to gain insight and direction for managing the transition. This presentation offered:

• Insight into the process of transition
• A model or “roadmap” which will guide you through the transition process
• Tools for successfully navigating the transitional journey
• How to manage performance, productivity and morale in times of change

February 12, 2010: Gain The Edge: A Negotiation Skills Training Program

Featured: Marty Latz, Esq. Marty Latz is one of the nation’s leading experts and instructors on negotiating techniques. Since 1995, he has taught over 50,000 lawyers and business professionals how to more effectively negotiate and his programs have consistently received the highest praise. A Harvard Law honors graduate, Marty will help make you a better litigator. An Adjunct Professor – Negotiation at Arizona State University College of Law from 1995-2005, Marty also advises and negotiates on behalf of a wide range of private and public entities. From 1993–1995, he negotiated for the White House nationally and internationally on the White House Advance Teams. Marty is the author of Gain the Edge! Negotiating to Get What You Want (St. Martin’s Press, 2004, www.GainTheEdge.com, and has appeared as a negotiation expert on CBS’ The Early Show and such national business shows as Your Money and First Business. He also writes a monthly negotiation column for The Arizona Republic.

You negotiate every day. In fact, your ability to negotiate effectively may be the most critical skill you can possess. Yet most negotiate instinctively or intuitively. This seminar explained how to approach negotiations with a strategic mindset. And make no mistake – no matter how much you’ve negotiated, there’s still more to learn. Adding that one new tactic may be the difference between winning and walking away empty handed. Whether negotiating a settlement or helping sell a closely-held company, this seminar helped provide the knowledge, skills and power to deal with negotiation issues that are encountered every day.

February 4, 2010: How to Find and Hire an Executive Director

Panel Featured: Ingrid Culp, Ann Ladd, Jessica Sherman, and Lars Leafblad, Keystone Search; Steve Helland, Fredrikson & Byron (Moderator)

Hiring an Executive Director is perhaps the most impotant duty of a non-profit board. Our panel of Executive Director search veterans discussed their experiences, tips, resopurces, and lessons learned.

February 1, 2010: Women Shareholders Meeting

Recently we were recognized in the National Law Journal for our relatively high percentage of women partners compared to other top national firms. In light of this recognition, we held a meeting of our women shareholders to get together and discuss how we have accomplished it, what has worked, what hasn’t, and what we still need to work on. One outgrowth of the meeting might be a panel discussion for our associates where several of our women shareholders could discuss their challenges, their successes, and their ongoing struggles. Another might be a recognition event (which the Diversity Committee would also host).

January 29, 2010: Bankruptcy Basics for Paralegals

The bankruptcy world is full of traps for all professionals. Not only must you be familiar with the Bankruptcy Code, which is often amended, and case law, but also the often overlooked federal rules of bankruptcy procedure, local rules and judge-specific rules. Scott Brown - a national humor columnist by day and a bankruptcy lawyer by night - puts a unique spin on issues germane to the bankruptcy world. A former clerk for a bankruptcy judge and a partner with a nationally recognized law firm, Mr. Brown has seen both sides of the curtain. In these capacities he has worked with courtroom staff, paralegals and legal assistants on a regular basis. This teleconference offered advice for working with courtroom staff and addressing bankruptcy cases from most points of view - debtor, creditor and trustee. Specific attention was given to keeping costs down, spotting the important issues quickly and effectively and maintaining a good attitude during stressful phases of the case.

• Key Agenda Points
• Behind the Scenes at a Bankruptcy Court
• Bankruptcy From the Debtor’s, Creditor’s and Trustee’s Perspectives
• Keeping Expenses Down While Keeping Recovery High

January 21, 2010: Creating a Culture of Inclusion

Law firms and other legal organizations are struggling to transition from organizations designed by white males for the benefit of white males to organizations that provide an environment that allow a diverse group of lawyers to thrive professionally. This program discussed the benefits of developing strong inclusive work cultures; strategies and tactics that create foundations for inclusiveness; skills that foster inclusive relationships, teams and organizations; and an action plan to begin implementation immediately. Creating an inclusive environment is quite simply a competitive advantage for the firm that figures it out. As lawyers continue to compete for clients and talent, the challenge of creating an inclusive environment has become one that is all about the bottom line.

Topics covered included:

• The definition of inclusion, inclusive work environments, and inclusive leadership
• Benefits derived from creating inclusive cultures
• Strategies for developing and expanding inclusive relationships
• Knowledge essential for leveraging various perspectives
• Leadership skills that foster diversity from the top down
• Daily communication techniques that promote feelings of inclusion
• Skills that create strong, inclusive teams and departments
• An action plan to increase momentum for greater levels of inclusive relationships within your organization

January 18, 2010: Citizen King: Annual MLK Breakfast & Film

In April 1963, a 34-year-old minister wrote a letter from behind bars in the Birmingham jail to his clergymen. “Injustice anywhere is a threat to justice everywhere,” argued Dr. Martin Luther King. “Whatever affects one directly, affects all indirectly.” The campaign to end segregation in Birmingham marked a crucial turning point in Dr. King’s life, as he embarked on a controversial, often lonely struggle to redefine and redirect the movement he had helped lead. The quest would not end until his untimely death five years later.

In exploring the last few years of his life, this beutifully crafted program traces King’s efforts to recast himself by embracing causes beyond the civil rights movement, by becoming a champion of the poor and an outspoken opponent of the war in Vietnam. Tapping into a rich archive of photographs and film footage and using diaries, letters, and eyewitness accounts of fellow activists, friends, jounalists, polititcal leaders, and law enforcement officials, this film brings fresh insights to King’s impossible journey, his charasmatic leadership, and his truly remarkable impact.

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