Course List

If you are an attorney, you’ve probably been asked to serve on a Board. However, if you do agree there are numerous legal & ethical pitfalls that you must avoid as an attorney.

In this CLE, Nikki Semanchik will teach you what you need to know about serving on a Board, from your initial homework & due diligence to your ethical duties & avoiding conflicts of interest. The course is broken into three main parts, with Nikki first providing background on the key points of Nonprofit Law, she will then take a deep dive into your fiduciary duties and conclude by detailing the risks of serving as Director & legal counsel. Additional topics: entity type, public transparency, Board Committees vs. Advisory Boards, the duties & role of Directors, the Articles of Incorporation, reviewing bylaws & internal policies, Duty of Care, Duty of Inquiry, Duty of Loyalty, Duty to Follow Investment Standards, conflicts of interest, director protections, the Business Judgment Rule, volunteer immunity, Indemnification, Directors & Officers (D&O) Insurance, Nonprofit Compliance, the loss of the attorney-client privilege and your liability exposure.

Nikki Semanchik is the Founding Attorney of Semanchik Law Group, a business and nonprofit firm located in San Diego, California. In addition to assisting nonprofits with formation, compliance and governance, she also represents for profit businesses on a wide variety of matters.

Choice of Law, Prevailing Party, Forum Selection, Force Majeure. “Boilerplate” refers to the standard clauses that typically appear at the end of a contract.

These provisions are often pulled from templates and frequently overlooked by the parties and the attorneys tasked with drafting the agreements. However, these clauses establish essential rights for the parties and warrant careful consideration – especially in the front-end drafting stage of the agreement so you can avoid trying to enforce or fight these common clauses on the back end in litigation. In this CLE, Shannon Bell will delve into these common boilerplate clauses: choice of law, arbitration, forum & venue selection, amendment & modification, force majeure, jury waiver, prevailing party, merger and survival. Shannon will dissect key case law from around the country and provide practical tips & suggestions for drafting better boilerplate clauses in your contracts.

Shannon M. Bell has years of trial experience in state and federal courts and litigates a wide variety of complex business disputes, construction disputes, fiduciary claims, employment issues, and landlord/tenant issues, with a specialization in construction.

In the last installment of his comprehensive evidence series, Michael DeBlis takes a deep dive into every attorney’s favorite subject – out-of-court statements other than the one made by the declarant while testifying at a trial or hearing that is offered into evidence to prove the truth of the matter asserted.

Yes, hearsay. Mike will mainly cover the following points on hearsay: Rule 801 & hearsay definitions, forms of non-hearsay and the hearsay exceptions. Specific topics: determining who the declarant is, the 4 point hearsay checklist, verbal acts, non-assertive conduct, state of mind, prior inconsistent statements, prior consistent statements, prior identifications, direct admissions, transactional words, witness unavailability, present sense impression, excited utterance, statement of present mental or physical condition, past recollection recorded, business records, public records, hearsay exceptions dealing with records, learned treatises, hearsay catch-all exceptions, dying declaration, declaration against interest, hearsay exceptions under 804. Mike will also provide numerous memorable hypotheticals so you can think fast on your feet during the trial and practically deploy the Rules of Evidence to your advantage.

Michael is a partner in the boutique law firm of DeBlis Law where he specializes in tax compliance and entertainment law. As a former public defender, he has spent nearly eight years cutting his teeth on some of the most serious felony cases to pass through the state courts of New Jersey.

LLCs have bulletproof liability protection for the owners. Forming an LLC in another state helps avoid taxes. And LLCs are easy to form, just grab some corporate formation documents and copy & paste LLC in there.

Yes, business attorney R. Shawn McBride has seen the good, the bad – and the just plain ugly – when it comes to LLCs. Too many attorneys think that LLCs are an easy, one size fits all entity for a business. Shawn will dispel common myths, explain the basic building blocks of an LLC, highlight liability issues, detail common mistakes and conclude by showing you how to make a better LLC. Additional topics: Freedom of Contract, the LLC Operating Agreement, what varies in state statutes, what varies in case law, common pitfalls, what’s different than corporations, fraudulent transfers, personal guarantees, avoiding piercing the veil, Capitalization & Insurance, Series LLCs, Wrong Concepts In Formation, planning for the 4 D’s (Death + Disability + Divorce + Disagreement), understanding the LLC Statute, integrating with Accounting & Estate Planning, Fiduciary Duty Planning, Indemnification, Board/Decision Making and planning for disagreement.

R. Shawn McBride works with business owners that want to lay the foundation first and get their business going in the right direction or assess where they are and set the stage for a brighter future for their business.

In 2006 the FRCP was amended to include a “new” type of evidence – Electronically Stored Information (ESI). Twenty years later almost every trial hinges on text messages, Facebook posts, IG stories, tweets, emails, blogs & countless more sources of electronic evidence.

In this CLE, Nicholas J. Schneider, Esq. will discuss the basics of laying a foundation for the admission of evidence, provide tangible trial tips and show you example trial examinations for establishing each of the five core foundation elements. Nick will then apply this framework, with practical examples, to common types of modern digital evidence, including business records, text messages, social media and other forms of ESI. These rules and procedures are addressed: Introduction & Exclusion of Evidence, Pre-Foundation, Competence, Foundation, the Original Document Rule, Privilege, Relevance, Authenticity and Hearsay. Nick will specifically discuss preparing & introducing: ESI, photos, video, email, texts, social media and websites & blog posts.

Nicholas Schneider is a trial attorney and Partner with the national law firm Eckert Seamans. He focuses his practice on complex commercial disputes involving breach of contract, breach of fiduciary duty, business torts, employment disputes, copyright infringement, unfair competition and class actions.

Preparing a business for sale in today’s complex marketplace requires an approach that goes beyond traditional due diligence. An in-depth review of the pre-due diligence process can maximize business value and ensure a seamless sale and transition.

This course presents a proven process that evaluates potential risks, validates investment return and identifies opportunities to enhance business value in preparation for business sale or transition. Attorney & Growth Strategist Melanie Wall will mainly cover the action steps involved in pre-due diligence, the main focus when selling a business, lessons from case studies and practical takeaways. Additional topics: drivers & headwinds in M&A, timeline: sales process, implications for lower middle market companies, the sales process, value acceleration drivers & process, scope of diligence, data management, financial performance & goals, legal & regulatory issues, agreements & mitigation, the mini pre-due diligence checklist and overcoming client inertia.

Melanie Wall is the founder and director of GO Growth Partners LLC, a boutique consulting firm that provides value-enhancement services and interim CEO/COO consulting to help small to mid-market companies prepare for successful sale or exit of their businesses.

This CLE course will cover the basics of Special Needs Trusts for trustees and legal professionals. These types of trusts are a vital component of estate plans when clients have beneficiaries with disabilities.

Christi L. Fried and Bryn Poland will cover all of the topics that will help you provide you - and your clients - with peace of mind when it comes to special needs trusts. The main topics discussed include: including in-kind support & maintenance, income and managing client expectations. Additional topics: ABLE Accounts, SSI Income Rules, social security payments, pensions, unearned income, in-kind income, deemed income, SSI Reporting best practices, providing shelter to a beneficiary, shelter expenses, managing beneficiaries, the beneficiary's "qualified disability expenses" (QDE), QDE housing, accounting best practices and how ABLE Accounts work with special needs trusts (SNTs).

Christi L. Fried, MSSC, NCG is the President of Continental Trust Services, LLC which serves the needs of physically injured clients nationwide. Bryn Poland, Esq. is past president of the Elder Law Committee of the Houston Bar Association (HBA) and a member of the CLE Committee.

"Those who tell the stories rule society." - Plato. And those lawyers who tell the best legal story rule their cases.

In this CLE, Jennifer Gardner shows you how lawyers can tell powerful legal stories and how to be a powerful legal storyteller. The main topics presented include: whoever tells the best story wins the trial or case, telling your client's persuasive legal story, what makes a good legal story great and what makes a good legal storyteller great. Additional topics: key concepts of engaging stories, humans learn through story, telling persuasive stories in your legal case, the neuroscience of storytelling, the right brain & emotions, the left brain as gatekeeper, triggering the right brain, universal story themes, struggle & conflict, Joseph Campbell & The Hero's Journey, archetypes, superheroes + antiheros, outlaws + tricksters, the emotional reality of your clients, credibility & authority, building trust & rapport, being human, how to listen actively and repetition & mirroring.

Jennifer B. Gardner has served clients in criminal and civil legal disputes since 1987 as a trial lawyer in Los Angeles since 1992. A proud graduate of the Trial Lawyers College, Jennifer is also a writer, a speaker and magnetic courtroom presence.