Continuing Legal Education Online Courses with MCLEZ are for Kentucky attorneys who want to make the most of their time and money. For as little as $19.99 per course, easily earn Kentucky technological CLE credit through courses which have been produced in a variety of legal subjects that matter to you.
If you are new to MCLEZ, try a course for free before you make your purchase with our Free CLE program. To easily fulfill all of your allowable online CLE hours, see our Kentucky Bundles page under State CLE Bundles.
All courses offered to Kentucky attorneys have been approved for technological CLE credit by the KY Bar Association, CLE Commission. Our sponser ID # is 6641.
There is a multitude of issues that drive a cross-border business transaction. Sale of shares versus sale of assets; statutory mergers; joint ventures; security for enforcement of representations and warranties; governing law and venue; earn-outs and holdbacks; restrictions on foreign ownership; due diligence; local customs; privacy and many other. Most non-tax considerations are not country specific. They are driven by the economics of the deal and the negotiating position of the parties. When a transaction touches the U.S., tax has the center-stage.
From a U.S. standpoint, none of the other issues are as important as the tax consequences. Taxation of an M&A transaction will very often determine the deal structure. The parties can negotiate and agree to all the other terms, but tax will determine how the transaction is structured, what is possible and what is not.
For U.S. tax purposes, cross-border transactions are divided into two classes: inbound (foreigners doing business or investing in the U.S.), and outbound (Americans doing business and investing overseas). The tax rules that apply to inbound and outbound transactions are entirely different. We will examine both, and will then delve into the related subjects of pre-immigration tax planning (foreigners immigrating to the U.S.) and expatriation (Americans emigrating from the U.S.).
Jacob Stein, Esq. is a partner at Aliant, LLP. He specializes in structuring international business transactions, complex U.S. and international tax planning and asset protection planning. Mr. Stein received his law degree from the University of Southern California, and a Master of Laws in Taxation from Georgetown University. He has been accredited by the State Bar of California as a Certified Tax Law Specialist. He is AV-rated (highest possible rating) by Martindale-Hubbell, has been named ?A Super Lawyer? by the Los Angeles Magazine and one of ?America?s Most Honored Professionals 2016?, by the American Registry
Over the course of his career Mr. Stein has represented thousands of clients, including: officers and directors of Fortune 500 companies; Forbes 400 families; celebrities; Internet entrepreneurs; high-profile real estate developers, builders and investors; physicians; wealthy foreigners doing business in the United States; small business owners; attorneys, accountants and financial advisors; and many other individuals facing financial adversity or seeking privacy for their holdings.
He is the author of numerous books, scholarly articles and technical manuals including his most recent article, Pre-Immigration Taxation, published in the January 2016 edition of EB-5 Investors Magazine Volume 3, Issue 3;
His other works include his book: A Lawyer?s Guide to Asset Protection Planning in California, Second Edition, published in April of 2016, which is the only legal treatise on asset protection specific to California, and International Joint Ventures ? A Concise Guide for Attorneys & Business Owners, published in 2014.
Mr. Stein is a frequent lecturer to various attorneys, CPA and other professional groups, teaching over 100 seminars per year. His presentation topics include: Tax Planning for Cross-Border Joint Ventures, A Foreigner?s Guide to Investing in U.S. Real Estate, Creative Planning with Controlled Foreign Corporations, Advanced Asset Protection Planning, Choice of Entity Planning, Estate Tax Planning and various courses on trust law.
He is an instructor with the California CPA Education Foundation, National Business Institute, Thomson Reuters, the Rossdale Group and Lorman Education Services where he teaches courses on advanced tax planning, structuring international business transactions, asset protection and trust law. He is an adjunct professor of taxation at the CSU, Northridge Graduate Tax Program.
Course Price:
$19.99
ABA Professional Responsibility Client-Lawyer Guidelines Part II
ABA Professional Responsibility Client-Lawyer Guidelines Part II Details
Price:
$29.99
Course Description
04-19-2018 Recorded date
This class is the second in a special MCLEZ series on The Rules of Professional Conduct. The Rules, written by the American Bar Association, are "the gold standard" when making critical decisions about ethics, compliance and best practice. The ABA Rules have been adapted by most state bars for the benefit and guidance of their members. In addition, the Rules are an authority across the U.S. during attorney disciplinary hearings and fee dispute arbitrations. In this class, David Graulich, Esq. examines Rule II (Counselor) and Rule III (Advocate). Among the topics covered: ethical guidelines when a lawyer serves as third-party neutral; standards for candor towards the tribunal; fairness to opposing party and opposing counsel; expediting litigation and avoiding delay, and trial publicity. Graulich illustrates the ABA rules with citations from actual cases as well as personal anecdotes from his experiences as a plaintiff's employment lawyer in Northern California.
Course Agenda
Rules Overview - Counselor
Rules Overview - Advocate
Rule 2.1 Advisor
Rule 2.2 - Deleted (Moved to Rule 1.7)
Rule 2.3 Evaluation for Use by Third Persons
Rule 2.4 Lawyer Serving as Third-Party Neutral
Rule 3.1 Meritorious Claims and Contentions
Rule 3.2 Expediting Litigation
Rule 3.3 Candor Toward the Tribunal
Rule 3.4 Fairness to Opposing Party and Counsel
Rule 3.5: Impartiality & Decorum of the Tribunal
Rule 3.6: Trial Publicity
Rule 3.7: Lawyer as Witness
Rule 3.8: Special Responsibilities of a Prosecutor
Rule 3.9: Advocate in Nonadjudicative Proceedings
Course Credit per State
AZ - Ethics: 2.5 Credits CA - Ethics: 2.5 Credits CT - Ethics: 2.5 Credits FL - Ethics: 2.5 Credits GA - Ethics: 2.5 Credits IL - Professional Responsibility: 2.25 Credits IN - Ethics: 2.5 Credits KS - Ethics: 2.5 Credits KY - Ethics: 2.5 Credits ME - Professional Responsibility: 2.46 Credits NC - Professional Responsibility: 2.25 Credits ND - Ethics: 2.5 Credits NJ - Ethics: 3.0 Credits NY - Ethics: 2.5 Credits OH - Attorney Conduct: 2.5 Credits OK - Legal Ethics: 3.0 Credits SC - Ethics: 2.46 Credits TN - Dual: 2.47 Credits TX - Ethics: 2.5 Credits UT - Ethics: 2.0 Credits VA - Ethics: 2.5 Credits
Course Presenter(s)
David Graulich, Esq.
Mr. Graulich worked over 20 years in journalism and the public relations industry. He represented companies such as PepsiCo, Schwab and Computer Sciences Corp., advising senior executives on communications policies. Mr. Graulich received his law degree at the University of the Pacific - McGeorge School of Law. Mr. Graulich is currently working in private practice and resides in Sacramento, California.
Course Price:
$29.99
ABA Professional Responsibility Client-Lawyer Guidelines Part III
ABA Professional Responsibility Client-Lawyer Guidelines Part III Details
Price:
$19.99
Course Description
Course Agenda
Course Credit per State
CA - Ethics: 1.0 Credits KY - Ethics: 1.0 Credits NJ - Ethics: 1.4 Credits TX - Ethics: 1.0 Credits VA - Ethics: 1.0 Credits
Course Presenter(s)
David Graulich, Esq.
Mr. Graulich worked over 20 years in journalism and the public relations industry. He represented companies such as PepsiCo, Schwab and Computer Sciences Corp., advising senior executives on communications policies. Mr. Graulich received his law degree at the University of the Pacific - McGeorge School of Law. Mr. Graulich is currently working in private practice and resides in Sacramento, California.
This course is a companion to David Graulich's previous MCLEZ class, FIVE FUNDAMENTALS OF FEDERAL EMPLOYMENT LAW. The issues in this class are drawn from emerging controversies and court decisions in 2016 and 2017. Graulich examines the alarming erosion of privacy in the workplace and how the intrusion into employees? emails and files by employers has become routine. The course will cover the proliferation of local employment laws, enacted by cities and counties, that often contradict or conflict with federal workplace laws. The rise of "the gig economy," with companies such as Uber and Lyft, has created new controversy around the question "what is an employee." Graulich will also discuss how the rise of compulsory arbitration is replacing the jury trial as a venue for resolution of employment cases.
Mr. Graulich worked over 20 years in journalism and the public relations industry. He represented companies such as PepsiCo, Schwab and Computer Sciences Corp., advising senior executives on communications policies. Mr. Graulich received his law degree at the University of the Pacific - McGeorge School of Law. Mr. Graulich is currently working in private practice and resides in Sacramento, California.
Advocacy, Ethics, and the Law for Librarians Details
Price:
$19.99
Course Description
This course is an introduction to public advocacy and lobbying for librarians. As professionals, how can we make sure our voices are heard on issues of freedom, equity, truth, and justice? What is ethically required of us? Where are the legal (and political) danger zones? Presented by Rob Mead, Washington State Law Library.
Course Agenda
Advocacy by Librarians
Library ethical considerations in the light of the legal restrictions on lobbying and advocacy for public libraries.
Critical Intersection for Today
March 2017 Trump Administration Budget
What is Advocacy?
What is Lobbying?
Library Ethics - What should we do?
How do our values inform our professional advocacy?
Legal Restrictions on Library Advocacy
Hatch Act (1939 - Act to Prevent Pernicious Political Activities) - 5 U.S.C. §§ 7321-7326
Federal Lobbying Prohibitions 31 U.S.C § 1352
Course Credit per State
AK - Ethics: 1.0 Credits AZ - Ethics: 1.0 Credits CA - Ethics: 1.0 Credits GA - Ethics: 1.0 Credits IL - Professional Responsibility: 1.0 Credits KY - Ethics: 1.0 Credits NC - Professional Responsibility: 1.0 Credits ND - Ethics: 1.0 Credits NH - Ethics: 1.08 Credits NJ - Ethics: 1.3 Credits NY - Ethics: 1.0 Credits TN - Dual: 1.08 Credits TX - Ethics: 1.0 Credits
Course Presenter(s)
Course Price:
$19.99
Asset Protection and Estate Planning Under the New Tax Act
Asset Protection and Estate Planning Under the New Tax Act Details
Price:
$19.99
Course Description
Jacob Stein and Michelle Lerman discuss the changes to asset protection and estate planning as a result of the new Tax Act. They will provide an overview of the current legal landscape before delving into how the changes will affect existing practices, potential pitfalls to avoid, and opportunities to take advantage of in the new tax era.
Jacob Stein will discuss asset protection under the new tax act. He will present a practical approach to protecting assets, applying real-life stories to theory. He will discuss strategies and solutions to protecting specific assets like residences, retirement plans, real estate investments and businesses. He will also touch on more sophisticated strategies such as Advanced trust and Offshore structures.
Michelle Lerman will lead the discussion on estate planning under the new tax act. She will provide an overview on choosing the right estate plan, taking advantage of the transfer tax law, using irrevocable trusts to protect assets and much more.
Course Agenda
Threshold Questions
Debt Collection
Fraudulent Transfers
Planning in Context of Marriage
Entity Planning
Choice of Entity
Planning with Trusts
Foreign Trusts
Retirement Plans
Comprehensive Example
New Tax Act
Planning Under the New Tax Law
Course Credit per State
AZ - General: 1.0 Credits CA - General: 1.0 Credits GA - Self Study: 1.0 Credits IL - General: 1.0 Credits KY - General: 1.0 Credits ND - Self Study: 1.0 Credits NJ - General: 1.2 Credits NY - General: 1.0 Credits OH - Self Study: 1.0 Credits OK - Distance Learning: 1.0 Credits TX - General: 1.0 Credits VA - General: 1.0 Credits
Course Presenter(s)
Jacob Stein, Esq
Jacob Stein, Esq. is a partner at Aliant, LLP. He specializes in structuring international business transactions, complex U.S. and international tax planning and asset protection planning. Mr. Stein received his law degree from the University of Southern California, and a Master of Laws in Taxation from Georgetown University. He has been accredited by the State Bar of California as a Certified Tax Law Specialist. He is AV-rated (highest possible rating) by Martindale-Hubbell, has been named ?A Super Lawyer? by the Los Angeles Magazine and one of ?America?s Most Honored Professionals 2016?, by the American Registry
Over the course of his career Mr. Stein has represented thousands of clients, including: officers and directors of Fortune 500 companies; Forbes 400 families; celebrities; Internet entrepreneurs; high-profile real estate developers, builders and investors; physicians; wealthy foreigners doing business in the United States; small business owners; attorneys, accountants and financial advisors; and many other individuals facing financial adversity or seeking privacy for their holdings.
He is the author of numerous books, scholarly articles and technical manuals including his most recent article, Pre-Immigration Taxation, published in the January 2016 edition of EB-5 Investors Magazine Volume 3, Issue 3;
His other works include his book: A Lawyer?s Guide to Asset Protection Planning in California, Second Edition, published in April of 2016, which is the only legal treatise on asset protection specific to California, and International Joint Ventures ? A Concise Guide for Attorneys & Business Owners, published in 2014.
Mr. Stein is a frequent lecturer to various attorneys, CPA and other professional groups, teaching over 100 seminars per year. His presentation topics include: Tax Planning for Cross-Border Joint Ventures, A Foreigner?s Guide to Investing in U.S. Real Estate, Creative Planning with Controlled Foreign Corporations, Advanced Asset Protection Planning, Choice of Entity Planning, Estate Tax Planning and various courses on trust law.
He is an instructor with the California CPA Education Foundation, National Business Institute, Thomson Reuters, the Rossdale Group and Lorman Education Services where he teaches courses on advanced tax planning, structuring international business transactions, asset protection and trust law. He is an adjunct professor of taxation at the CSU, Northridge Graduate Tax Program.
Michelle Lerman
Michelle Lerman is an Estate Planning Attorney who is passionate about helping people reach their estate planning goals. She is a Superlawyer and certified specialist; an author who recently published the 2nd Edition of her book "Create Your Best Legacy; a featured commentator on radio and television, and a sought-after professional speaker.
Course Price:
$19.99
Conflicts of Interest for Nonprofits: Counseling Nonprofit Boards on Avoiding Conflicts
Conflicts of Interest for Nonprofits: Counseling Nonprofit Boards on Avoiding Conflicts Details
Price:
$19.99
Course Description
You've probably heard that "Conflicts of Interests" are bad and that nonprofit boards need to avoid conflicts of interests. But, what exactly is a "conflict of interest", and what should you do if your nonprofit has a "conflict of interest?
Conflicts of interest are not necessarily bad. The important thing is being able to identify conflicts of interest and knowing how to manage conflicts of interests when they arise.
This course on "Dealing with Conflicts of Interests" will define what a "conflict of interest" is; Give specific examples of common types of conflicts of interests that arise for nonprofits; Explain the law on conflicts of interest as it applies to nonprofits; Discuss strategies on how to manage conflicts of interests.
Course Agenda
What are the key fiduciary duties of Board members?
What is a conflict of interest?
Why is it important to be able to identify a conflict of interest?
How should a conflict of interest be addressed?
Course Credit per State
AK - Ethics: 1.0 Credits AL - Ethics: 1.0 Credits AZ - Ethics: 1.0 Credits CA - Ethics: 1.0 Credits CT - Ethics: 1.0 Credits GA - Self Study: 1.0 Credits IL - Professional Responsibility: 1.0 Credits KY - General: 1.0 Credits NC - Professional Responsibility: 0.75 Credits ND - Ethics: 1.0 Credits NH - Ethics: 0.95 Credits NJ - Ethics: 1.1 Credits NY - Ethics: 1.0 Credits SC - Ethics: 0.95 Credits TN - Dual: 0.95 Credits TX - Ethics: 1.0 Credits UT - Ethics: 1.0 Credits VA - General: 1.0 Credits
Course Presenter(s)
Lorri Anne Dunsmore
Lorri Dunsmore has over 24 years of experience representing individuals, businesses and tax-exempt organizations in a variety of charitable, wealth transfer, business succession and federal tax matters. Lorri regularly works with individuals and tax-exempt organizations to address a wide range of tax and state law issues impacting charitable giving, formation of nonprofits and addressing the specialized needs of tax-exempt organizations including private foundation excise taxes, excess benefit transactions, lobbying restrictions, fundraising law compliance, commercial co-ventures and joint ventures. Lorri has spoken and written about numerous issues related to nonprofit governance and compliance matters and has worked with a variety of tax-exempt organizations to provide training for board members and officers. Lorri's practice also includes advising clients on the formation, operation, management and transfer of family business entities. She works closely with families to implement business succession and wealth transfer strategies. Lorri has experience advising privately held corporations, limited liability companies and professional corporations on issues ranging from formation to dissolution.
Over the past decade, a number of well-publicized data leaks have revealed the secret offshore holdings of high-net-worth individuals and multinational taxpayers, leading to a sea change in cross-border tax enforcement. Spurred by leaked data, tax authorities have prosecuted offshore tax cheats, attempted to recoup lost revenues, enacted new laws, and signed international agreements that promote "sunshine" and exchange of financial information between countries.
The conventional wisdom is that data leaks enable tax authorities to detect and punish offshore tax evasion more effectively, and that leaks are therefore socially and economically beneficial. This Article argues, however, that the conventional wisdom is too simplistic. In addition to its clear benefits, leak-driven lawmaking carries distinctive risks, including the risk of agenda setting by third parties with specific interests and the risk associated with leaks' capacity to trigger non-rational responses. Even where leak-driven lawmaking is beneficial overall, it is important to appreciate its distinctive downside risks, in order to best design policy responses.
This Article is the first to thoroughly examine both the important beneficial effects of tax leaks, and their risks. It provides suggestions and cautions for making and enforcing tax law, after a leak, in order to best tap into the benefits of leaks while managing their pitfalls.
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