INFORMATION PACKED WORKSHOPS ON CUTTING-EDGE TOPICS, INCLUDING...
8:00-9:15 –
Registration/Continental Breakfast
SESSION A:
9:15-10:45
A1. Tax Consequences of Buying & Selling an LLC – Bruce E. Mantell,
Esq.; Kenneth J. Norcross, Esq.
LLCs have grown beyond their infancy and have become increasingly involved
in mergers and acquisitions. This program will explore the tax aspects of
buying and selling businesses conducted by LLCs, including the use of state
law merger statutes in a still evolving area of law.
A2. Confidentiality
Agreements and Letters of Intent
– Gianfranco A. Pietrafesa, Esq.
(Moderator); W. Raymond Felton, III, Esq.; Philip L. Chapman, Esq.; Stephen
J. Goldberg; Mark K. Lipton, Esq.
Mistakes made at the inception of a deal can profoundly affect the course of
the transaction, the relationship of the parties post-closing, and your
client’s liability. It can also impact the security of your client’s
proprietary and confidential business information in the event the deal does
not close. At this session, you’ll discover how to start the deal correctly
by learning when and why to use confidentiality agreements and letters of
intent, negotiating and drafting strategies for buyers and sellers, specific
provisions that can protect or benefit your clients, possible consequences
in the absence of such documents, and the law governing the interpretation
of letters of intent, including whether they are binding or non-binding.
A3. A Dealmaker’s
Guide to Avoiding the Court House – Robert J. Feinberg, Esq.
(Moderator); Hon. Clarkson S. Fisher, Jr., JSC; Bernard Katz, CPA; Kenneth
Kunzman, Esq.; Alan Scharfstein, MBA
See the “deal” through the eyes of the bench, bar, banker and CPA - a
preventative discussion designed to enhance your skills in avoiding “a good
deal gone bad.” You’ll hear a substantive and procedural analysis of the
issues and disputes that often develop during negotiation, drafting,
document execution, due diligence, and fulfilling post-closing obligations.
You’ll also learn about legal malpractice concerns, including “limited
representation” issues.
A4. Electronic
Communications and Documents: Legal & Ethical Pitfalls – Brett R.
Harris, Esq.; Daniel K. Winters, Esq.
Explore practical and ethical considerations that relate to communicating
with clients over the Internet and storing documents in electronic formats,
including a discussion of the ways in which the Internet, e-mail
communication, and digital documents are changing your practice and your
relationship with clients. You’ll hear a review of how the doctrine of
attorney-client privilege and duty of confidentiality are applied to the
electronic medium, and how the use of electronic documents affects discovery
and the Rules of Evidence.
A5. Issues & Traps
When Using Someone Else’s Form Contract – Steven M. Richman, Esq.
(Moderator); Barry J. Bendes, Esq.; Stuart Pachman, Esq.
It’s not just the “battle of the forms.” At this program, you’ll learn to
watch out for those “hidden” default provisions and “gap fillers” under both
the UCC and, increasingly, under the United Nations Convention on Contracts
for the International Sale of Goods. Find out how to counsel your clients
when concepts assumed to the “the norm” just no longer apply. You’ll also
find out about the differences you’ll encounter when your client deals
overseas.
A6. Preventing &
Resolving Employment Disputes: “The Lone Cowboy (or Cowgirl)” – Mia
Cahill, Ph.D., Esq.; Tenna Cahill, Psy.D.
Two social scientists reveal academic findings that can help you and your
clients deal with employment disputes. Learn how those findings can guide
you in counseling your clients as they try to avoid and resolve such
disputes. You’ll come away with plenty of practical suggestions you can use
immediately!
SESSION B:
11:00-12:30
B1. Beyond the Therapist’s Couch: The Business Lawyer’s Guide to Family
Business Psychology – H. Glenn Tucker, Esq. (Moderator); Dr. Joel
Goldberg; Linda G. Harvey, Esq.; Dr. Jane Sullivan
Understanding psychological factors that affect family members is critical
if you counsel or handle litigation for a family business. Experienced
attorneys and psychologists will explore the areas of succession planning,
retention of outside senior managers, advisory boards, and the breakup of
family businesses through litigation or alternative dispute resolution
procedures.
B2. Taxes & the LLC
Operating Agreement: Unraveling the Mystery – Alan F. Kornstein,
Esq.; Stephen M. Vajtay, Jr., Esq.
Don’t just throw in tax boilerplate! Here is a practical, drafting-oriented
program to guide the non-tax attorney in both preparing LLC agreements and
explaining their provisions in simple language to clients.
B3. Current State
of Environmental Law – Jay A. Jaffe, Esq. (Moderator) ; Richard J.
Conway, Jr., Esq.; Randi Schillinger, Esq.
Environmental law is tricky – especially as it impacts business and
commercial real estate transactions. Here’s a refresher on the “old” law,
and an update on recent changes to and about New Jersey’s current
environmental regulations. Topics include: pre-acquisition environmental due
diligence, innocent purchaser protections under state and federal law,
financial assistance available for brownfield redevelopments, and the
explosion of “mold” complaints.
B4. Finders &
Brokers Agreements – Richard J. Pinto, Esq.
Learn all about the legal issues associated with finders and brokers
agreements for financial advisors and placement agents. If you have any
clients seeking investment capital, what you learn will put you on top of
this subject, especially because of the intensified focus by the SEC and
NASD on unregistered “finders.”
B5. Privacy &
Security Under HIPAA: It’s Not Just for Doctors! – James V. Hetzel,
Esq. (Moderator); Morna L. Sweeney, Esq.; John Murdoch, II, Esq.
The Health Insurance Portability and Accountability Act (HIPAA) affects
everyone who does business with healthcare providers. What you learn will
ensure that you and your clients understand the privacy and security
standards under HIPAA and avoid the possible consequences of noncompliance.
B6. Mergers &
Acquisitions I: Businesses in Trouble – Stephen H. Knee, Esq.; Alan
Wovsaniker, Esq.; Allen Wilen, CPA
Learn how to negotiate and effectuate acquisition of a troubled business.
This session focuses on what needs to be done to make a deal happen outside
of the bankruptcy process.
12:30-2:00 –
Luncheon/Luncheon Speaker
SESSION C:
2:00-3:30
C1. The Aftermath of Enron: The Impact on New Jersey’s Public & Private
Companies – Peter Ehrenberg, Esq. (Moderator); Christine V. Bator,
Esq.; Susan Wolf, Esq.
Double, double, toil and trouble – what hath Enron and similar debacles
wroth? The explosion within some notorious public companies affects your
clients. At this session, you’ll find out how to respond!
C2. Business
Succession Planning – Leonard M. Goldberg, Esq.; Richard H.
Greenberg, Esq.
A case study highlighting common issues faced by counsel in assisting the
entrepreneur in transferring ownership of the family owned business to
subsequent generations. The focus will be on income tax, estate tax and gift
tax planning considerations. Non-tax aspects of business succession planning
will also be addressed.
C3. Effective
Strategies for Protecting Your Company From Problems With Prospective,
Current & Former Employees in a Highly Competitive Job Market – Brian
Cousin, Esq. (Moderator); Neil A. Capobianco, Esq.; Richard Scharlat, Esq.
Within the context of hiring, managing and terminating employees during the
past year’s sharp economic turndown, this program will explore strategies on
hiring procedures, preventative anti-harassment and anti-discrimination
education, and post-termination conduct that can make the difference between
a smooth running company and an organization beset by employment
distractions, disruptions, and high litigation costs.
C4. Using
Information: Choices & Challenges for Employers and Businesses – Noel
Humphreys, Esq.; Abby Notterman, Esq.
In the age of cybersmears, spam, chat rooms and identity theft, employee use
of a business’s electronic resources like e-mail and the Internet can expose
a company to liability, compromise security, and allow misuse of valuable
trade secrets. Find out how to protect information, cut risk, and increase
sales.
C5. Mergers &
Acquisitions II: Businesses in Trouble - Stephen H. Knee, Esq.; Alan
Wovsaniker, Esq.; Allen Wilen, CPA
Bankruptcy complicates everything. Or does it? Learn how to negotiate and
effectuate acquisition of a troubled business by taking advantage of, but
avoiding the traps, of the bankruptcy process.
3:30-3:45 –
Networking/Refreshment Break
SESSION D:
3:45-5:15
D1. Delaware Corporate & Alternative Entity Law – Louis G. Hering,
Esq.; Jeffrey R. Wolters, Esq.
This session will cover Delaware corporate and alternative entity law, i.e.,
the law of Delaware corporations, partnerships, limited partnerships,
limited liability companies, and statutory trusts. Topics include: typical
and more novel uses for Delaware corporations and alternative entities,
recent statutory and case law developments, and why Delaware entities,
corporations and alternative entities continue to be the choice of many
practitioners, both inside and outside Delaware.
D2. Helping Clients
Manage the Risks and Costs of Acquiring IT Solutions – Ronald
Coleman, Esq.; Marjorie F. Chertok, Esq.
In today’s economy, companies can ill afford to initiate global,
custom-designed IT projects. Even where off-the-shelf IT applications exist,
clients want to defray their risks and costs by seeking alternative
solutions to traditional license and maintenance agreements. At this
session, you’ll learn about outsourcing agreements, application service
provider agreements, strategic relationship agreements, and joint venture
agreements.
D3. Private Equity
& Venture Capital: A Master Class in Getting Deals Done in Today’s Market
– Edward Zimmerman, Esq.
This session will focus on current trends in private equity and venture
capital transactions, as well as the ways in which recent developments in
the law impact the transaction documents and negotiations, including a
discussion of the impediments to reaching a closing or a term sheet in
today’s market.
D4. Creating a
Buyer for the Closely-Held Business – Steven B. Greenapple, Esq.
(Moderator); Jeffrey J. Nelson; Arnol B. Kaplan
Learn how to use an Employee Stock Ownership Plan (ESOP) to create a buyer
for your client’s business that will allow your client to 1) sell all or a
portion of the business without recognizing any taxable income; 2) use the
business’ pre-tax income to finance a leveraged acquisition of all or a
portion of the business; 3) facilitate succession without immediately losing
control; 4) keep ownership of the business local and private; and 5) improve
productivity and performance by giving key managers and employees an
ownership interest in the company.
D5. Nuts & Bolts of
International Trade – Barry J. Bendes, Esq.; Arthur W. Bodek, Esq.
Explore traps for the unwary in contracts for the purchase and sale of
goods, the in’s and out’s of letters of credit, current U.S. Customs
enforcement initiatives and how to avoid or mitigate substantial penalties,
and the impact that transfer pricing, multi-tiered sales, and agency
structures have upon duty liability. You’ll also find out about various
security related initiatives being implemented by U.S. Customs post-9/11 and
how they will impact supply chains, how international arbitration differs
from domestic arbitration, enforcement of court judgments, and more.
D6. Borrowing and
Other Financial Implications of Worldcom – Christine V. Bator, Esq.;
Peter A. Forgosh, Esq.; William S. Katchen, Esq. (Moderator)
The financial collapse of the giants: the continuing and long term of ENRON,
Worldcom and the like in everyday bankruptcy and financing transactions and
other recent developments in bankruptcy, including on D&O insurance claims,
preservation of NOLs, opinion practices, the responsibility of lender's
counsel, and more.
SEMINAR FEES
Tuition includes breakfast, luncheon, refreshments and seminar materials.
