Many laws mandate employers grant employees leave of absence and grant employees certain substantive rights while they are on leave and when they return. The rules of leave are complex and overlapping, and include leave for health and family reasons (Family and Medical Leave Act), disabilities (Americans with Disabilities Act), for military service and for purposes of religious accommodation. Employers that do not properly administer leave expose themselves to litigation and financial liability. This program will provide you with a comprehensive overview of legally mandated employee leave under federal law, employer traps when administering leave laws, and best practices to avoid liability.

• Framework of mandatory employee leave – FMLA, ADA, military leave, religious accommodation
• Determining employee eligibility for leave and the length of leave
• Employee rights while on leave and when they return
• Employer traps and liability when administering employee leave
• Best practices when discharging employees

Faculty:
Chris M. Mason is partner in the Phoenix office of Polsinelli Shughart LLP, where he represents employers in employment and labor litigation in federal and state courts and before administrative agencies. His practice encompasses all facets of labor and employment law including traditional labor matters, restrictive covenants, employment discrimination, sexual harassment, retaliation, wrongful termination, whistleblower litigation, personnel policies, reductions in force, trade secrets agreements, and drug and alcohol testing. Mr. Mason received his B.A. from the University of California-Davis and his J.D. from the University of California-Los Angeles School of Law.

Limited personal liability for business debts is the hallmark benefit of using a corporation or LLC to operate a business. But limited liability is not absolute. There are many instances when business owners become personally liable for the debts and obligations of a company notwithstanding the promise of limited liability. This program will provide you with a practical guide to identifying points of potential personal liability for personal owners in business transactions and common circumstances, including fact patterns when piercing the corporate entity becomes a real and substantial risk, successor liability scenarios under common law, and bankruptcy and other statutory sources of liability. The program will also discuss best practices and drafting strategies for avoiding personal liability for company debts.

• Statutory and common law sources of personal liability for company debts
• Legal framework of piercing the corporate/entity veil and high-risk fact patterns
• Successor liability and other personal liability traps under common law
• Bankruptcy and statutory sources of personal liability
• Best practices and for preserving liability protection in transactions

Faculty:
Allen Sparkman is a partner in the Denver and Houston offices of Sparkman Foote, LLP. He has practiced law for over thirty years in the areas of estate, tax, business, insurance, asset protection, and charitable giving. He has written and lectured extensively on choice-of-entity, charitable giving and estate planning topics. He is the Colorado reporter for the books "State Limited Partnership Laws" and "State Limited Liability Company Laws," both published by Aspen Law & Business. He has also served as president of the Rocky Mountain Estate Planning Council. Mr. Sparkman received his A.B. with honors from Princeton University and his J.D. with high honors from the University of Texas School of Law.

UCC Issues in Real Estate Transactions
December 15, 2011

Major Uniform Commercial Code issues exist at each stage of planning, documenting and closing a real estate transaction. This program will provide you with a practical discussion of UCC issues that real estate attorneys should be aware of at each stage, including UCC issues in the underlying mortgage agreement, deposit and securities account issues, fixture issues, and financing statements. The program will also cover security interests in LLCs, partnerships and other real estate investment vehicles, equity pledges and letter of credit issues.

• UCC issues in real estate deals from documentation to closing
• Mortgage documentation and the UCC
• Fixtures issues
• Deposit and securities accounts
• Security interests in LLCs, partnerships and entities used in real estate deals
• Equity pledges
• Letter of credit issues

Faculty:
Richard R. Goldberg was a partner and is now senior counsel in the Philadelphia office of Ballard Spahr, LLP, where he has an extensive real estate practice, including development, financing, leasing, and acquisition. Earlier in his career, he served as Vice President and Associate General Counsel of The Rouse Company for 23 years. He is past President of the American College of Real Estate Lawyers, past Chair of the Anglo-American Real Property Institute, and past Chair of the International Council of Shopping Centers Law Conference. Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute. Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland School of Law.

This program will provide you with a review of major developments under the Family and Medical Leave Act. The program will cover case law developments in the last year, including interpretation of recent FMLA regulations in the lower courts. The program also discuss major issues of continuing concern to employers, including intermittent leave and abuse of leave, verification of the need for leave and access to medical records, notice issues, and reassignment on the return of employees from leave. The relationship of the FMLA to the ADA, workers compensation laws and the Genetic Information Nondiscrimination Act (GINA), and the practical importance of those overlaps to employers, will also be discussed.

• FMLA case law and regulatory update
• Intermittent leave and abuse of leave issues
• Verification of need for leave, including access to medical records
• Equitable estoppel claims
• Notice issues
• Relationship of FMLA to workers’ compensation laws, the ADA, and the Genetic Information Nondiscrimination Act (GINA)
• Reassignment best practices

Faculty:
Chris M. Mason is partner in the Phoenix office of Polsinelli Shughart LLP, where he represents employers in employment and labor litigation in federal and state courts and before administrative agencies. His practice encompasses all facets of labor and employment law including traditional labor matters, restrictive covenants, employment discrimination, sexual harassment, retaliation, wrongful termination, whistleblower litigation, personnel policies, reductions in force, trade secrets agreements, and drug and alcohol testing. Mr. Mason received his B.A. from the University of California-Davis and his J.D. from the University of California-Los Angeles School of Law.

Asset protection planning for real estate has never been as urgent as now, after recent violent volatility in real estate prices and transactional volume. Planning to protect assets on a going forward basis and to preserve currently distressed real estate is an immense and complex challenge for attorneys. This program will provide you with a real-world guide to accessible asset protection strategies, including the sophisticated use of limited liability entities, trusts and insurance products; key elements of drafting operating agreements and their traps; use of forms of ownership and choice of law planning. The program will also discuss preserving assets that are currently financially distressed, including bankruptcy planning.

• Asset protection planning for real estate going forward – and preservation of existing financially distressed real estate assets
• Real estate protection strategies using a combination of trusts and limited liability entities
• Choice of law, form of ownership, and liquidity planning issues
• Use of life insurance products and bankruptcy techniques
• Operating agreement traps and planning opportunities

Faculty:
Jonathan E. Gopman is the managing partner of the Naples, Florida office of Akerman Senterfitt LLP, where his practice focuses on sophisticated wealth accumulation and preservation planning strategies for entrepreneurs. He is co-author of the revised version of the BNA Tax Management Portfolio “Estate Tax Payments and Liabilities.” He is also a commentator on asset protection planning matters for Leimberg Information Services, Inc., a member of the legal advisory board of Commonwealth Trust Company in Wilmington, Delaware, and a member of the Society of Trust and Estate Practitioners. Mr. Gopman received his B.A. from the University of South Florida, his J.D. from Florida State University College of Law, and his LL.M. from the University of Miami.

The goal of every closely held business owner ultimately is to withdraw money from the company and to do so with minimal adverse tax and financial consequences. There are many methods for doing so – salaries and incentive compensation, distributions in one form or another, deferred compensation and retirement plans. Depending on the business entity – C Corp or S Corp, LLC or partnership – and the stage of the business, there are major tax and non-tax advantages and disadvantages of each method. This program will provide you with a framework for understanding the tax and non-tax consequences and tradeoffs of each method across business entities, and planning and drafting tips for incorporating this periodic liquidity in the company’s operating documents.

• Framework of methods and timing of tax-efficiently withdrawing money from a closely held business
• Differences across business entities – C Corps, S Corps, LLCs, partnerships
• Advantages and disadvantages of paying salaries and incentive compensation v. making property distributions v. establishing deferred compensation and retirement plans
• Understanding the alphabet soup of closely-held business retirement plans
• Planning and drafting periodic liquidity events in the company’s operating agreements

Faculty:
Brian J. O'Connor is a partner in the Baltimore office of Venable, LLP, where he is co-chair of the firm’s tax and wealth planning group. He provides sophisticated tax and business advice to closely-held and publicly-traded businesses and their owners. Before joining Venable, Mr. O’Connor was an attorney-advisor in the Office of the Chief Counsel of the IRS, where he worked on high profile legislative projects, regulations and other published guidance relating to pass through entities. Mr. O’Connor received his J.D., magna cum laude, from Washington and Lee University School of Law and his LL.M. in tax law, with distinction, from Georgetown University Law Center.