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Texas CLE Course Catalog

 

A Primer on International Taxation

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A Primer on International Taxation Details


Price:
Free. (Normally $19.99)

Course Description

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.).

Course Agenda

Course Credit per State


AZ - General: 1.0 Credits
CA - General: 1.0 Credits
CO - General: 1.3 Credits
CT - General: 1.0 Credits
IL - General: 1.0 Credits
ME - Self Study: 1.08 Credits
NH - General: 1.0 Credits
NJ - General: 1.3 Credits
NY - General: 1.0 Credits
OH - Self Study: 1.0 Credits
PA - Distance Learning: 1.0 Credits
SC - General: 1.08 Credits
TX - General: 1.0 Credits
VA - General: 1.0 Credits
WI - On-Demand: 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.

  Course Price:
Free. (Normally $19.99)
 
 

Credit Damages and their Application in Cases: An Overview

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Credit Damages and their Application in Cases: An Overview Details


Price:
Free. (Normally $19.99)

Course Description

Credit damage and loss of credit reputation can occur when misconduct by a third party results in negative information appearing on a credit report that leads to an individual or business to lose access to credit that was available prior to the damage. The ability to identify and assess a client?s credit damages can increase the value of a damage demand significantly in litigation matters. This damage can result in increased out-of-pocket costs, loss of credit capacity and loss of credit expectancy (the inability to obtain any new credit or new credit at the same interest rate category as pre-injury).

As credit reputation damages become more common, courts are rejecting the defense?s "subjective" argument and allowing credit reputation damage as a general or special injury. Attorneys should learn how to identify such damages and undertake a credit damage investigation whenever a significant monetary loss appears to have occurred. This program examines credit report issues and credit reputation damage compensation and helps attorneys identify these potential damages in a wide variety of cases.

Course Agenda

  • Why are ?Client Credit Damages? important? The ability to identify and assess a client?s credit damages can increase the value of a damage demand significantly in litigation matters.
  • Statutes: In California, the applicable statute is California Code of Civil Procedure Section 3333. Other states may have similar statutes.
  • When do Credit Damage and Loss of Credit Reputation Occur? Definition: Credit damage and loss of credit reputation can occur when misconduct by a third party results in negative information appearing on a credit report that leads to an individual or business to lose access to credit that was available prior to the damage.
  • Typical LossesInvolved: This damage can result in increased out-of-pocket costs, loss of credit capacity and loss of credit expectancy (the inability to obtain any new credit or new credit at the same interest rate category as pre-injury).
    • Examples of Credit Damage and Loss of Credit Reputation.
    • Typical cases where Credit Damage May Apply:
    • Personal injury
    • Improper real estate transactions
    • Identity theft
    • Breach of contract
    • Fraud
    • Malpractice (i.e., legal, medical)
    • Mortgage delinquency/modification programs
    • Health insurance coverage rescission
    • Contested divorce
    • Partnership disputes
  • Complaints from Clients: Examples and How to Increase Awareness of Attorneys to Credit Damage
  • Example: Property Owner?s Insurance Claim Ignored by Insurer
  • Example: Contested Divorce
  • Credit Reputation Damage As a Special Injury: Case Law
  • Need to Include Credit Reputation Damage in Damage Demands
  • Typical Indicators
  • Assessing Credit Damage Demand
  • Questions to ask clients. Consumer Credit Reports.
  • What Can Be Used in Court?
  • What Subscriber Credit Reports Reveal
  • Measuring Credit Reputation Damages
  • Conclusion: As credit reputation damages become more common, courts are rejecting the defense?s "subjective" argument and allowing credit reputation damage as a general or special injury. Attorneys should undertake a credit damage investigation whenever a significant monetary loss appears to have occurred.
  • Review: Questions and Answers

Course Credit per State


AL - On-Demand: 1.0 Credits
AZ - General: 1.0 Credits
CA - General: 1.0 Credits
CO - General: 1.2 Credits
CT - General: 1.0 Credits
FL - General: 1.0 Credits
GA - Self Study: 1.0 Credits
IL - General: 1.0 Credits
NC - General: 1.0 Credits
NH - General: 1.0 Credits
NJ - General: 1.2 Credits
NY - General: 1.0 Credits
TN - General: 1.0 Credits
TX - General: 1.0 Credits
UT - Self Study: 1.0 Credits
WA - General: 1.0 Credits
WI - On-Demand: 1.0 Credits
WV - General: 1.2 Credits

Course Presenter(s)

Georg Finder

Georg Finder, an Orange County, CA Independent Credit Evaluator (ICE), is an expert on credit reporting violations and credit damage measurement. He has more than 20 years of experience evaluating credit reports and has appeared as an expert witness for both plaintiff and defense. He is an expert on credit report issues and credit reputation damage compensation and teaches a certified Credit Damages Assessor (CDA) program through the Financial Education Academy.

James Ellis Arden

James Ellis Arden is an attorney in California who on litigation and appeals involving civil procedure and attorney malpractice issues. He is rated AV-preeminent by Martindale-Hubbell. Arden writes andlectures on legal practice, technology, and ethics. He authors the ?TechnoEthics? column in GPSOLO magazine, published by the ABA General Practice, Solo and Small Firm Division. Arden is a member of the Association of Professional Responsibility Lawyers (APRL), the Professional Responsibility and Ethics Committee (PREC) of the Los Angeles County Bar Association, and the California State Bar Committee on Professional Liability Insurance (COPLI). In the olden days, he studied psychology and computer programming.

  Course Price:
Free. (Normally $19.99)
 
 

Drafting Software Development Agreements

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Drafting Software Development Agreements Details


Price:
Free. (Normally $19.99)

Course Description

This session provides an overview of the practice of drafting and negotiating software development agreements. Topics to be covered include: pros and cons of waterfall vs. agile approaches to software development; myths of SDAs; SDA clauses of interest; term definitions; warranties; intellectual property concerns; breach of contracts and possible remedies; negotiation styles; negotiation tips for SDA?s; and a list of resources for future reference, including SDA examples and checklists.

Course Agenda

  • Software Development
  • Waterfall vs. Agile Software Development
  • Agreement Components
  • The Software Development Agreement (SDA)
  • Myths of SDA?s
  • Contract Requirements
  • SDA Clauses of Interest
  • Points of Interest
    • Definitions
    • Pricing/Payment
    • Exclusivity Clauses
    • Disclosure/Confidentiality Requirements
    • Security Clauses
    • Indemnity Clauses
    • Assignments
    • Termination
    • State Law Jurisdiction
    • Warranties
    • Insurance
    • IP Issues
    • Make it present tense ?hereby assigns? not future tense
    • ?Work for hire? language is ineffective without a specific transfer of the copyrights
    • Sublicensing, Transferability
    • What about a merger? Can that breach non-assignment provisions?
    • In US: each joint copyright owner may commercialize a copyrighted work WITHOUT their joint owner?s consent, but must account for licensing royalties and may not destroy the value of the work.
    • Address this in your SDA.
    • IP Issues
    • Software Escrow
    • Breach of Contracts
    • Remedies
    • Negotiating Tips

    Course Credit per State


    AL - On-Demand: 1.3 Credits
    AZ - General: 1.25 Credits
    CA - General: 1.0 Credits
    CO - General: 1.2 Credits
    CT - General: 1.5 Credits
    FL - General: 1.5 Credits
    GA - Self Study: 1.3 Credits
    IL - General: 1.25 Credits
    IN - Distance Education: 1.3 Credits
    KY - General: 1.25 Credits
    MO - Self Study: 1.5 Credits
    MS - General: 1.3 Credits
    NH - General: 1.31 Credits
    NJ - General: 1.2 Credits
    NY - General: 1.5 Credits
    SC - General: 1.31 Credits
    TN - General: 1.32 Credits
    TX - General: 1.25 Credits
    UT - Self Study: 1.5 Credits
    WA - General: 1.25 Credits
    WI - On-Demand: 1.5 Credits
    WV - General: 1.58 Credits

    Course Presenter(s)

    Deborah Gonzalez

    Deborah Gonzalez, Esq. is the founder of Law2sm, LLC, a new legal consulting firm focusing on helping its clients navigate the legal issues relating to the new digital and social media world.

    Deborah graduated from New York Law School. Following graduation, she built a successful boutique practice in New York City, focusing on the arts, music and entertainment scene. In 2007, Deborah relocated to Georgia where she was employed by the University System of Georgia. In 2008 she was granted reciprocity to practice law in Georgia.

    Deborah's practice has taken her from an inner-city arts community center in NYC to a sidewalk café in Eastern Europe; from preparing programs for diplomats in the EU to assisting medical missions with refugee communities in Thailand; from protecting against music piracy in the US to protecting against bio-piracy in South America. And now it is transporting her beyond the Internet to the social space where the physical and digital dimensions of her clients co-exist and where she can leverage her legal expertise to their benefit.

    Deborah enjoys engaging with those around her - so social media is a natural fit. But it is her skill in being able to connect the dots to understand the next big paradigm shift in global communication and legal application that makes her a leader in social media law. Deborah serves as Chair of the GA Bar Association's Annual Program on Social Media and the Law and serves as a social media legal liaison for social media marketing companies and their clients (such as Chick-fil-A and Nestle). In addition, Deborah speaks on the legal issues relating to intellectual property; art, music, and digital entertainment law; and social media legal trends and practices in various venues throughout the United States and abroad.

  Course Price:
Free. (Normally $19.99)
 
 

The Five Fundamentals of Federal Employment Law

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The Five Fundamentals of Federal Employment Law Details


Price:
Free. (Normally $24.99)

Course Description

In this course, attorney David Graulich will cover the five fundamentals of employment law. He begins by discussing title 7 of the Civil Rights Act, which basically begins the modern era of employment law. He will then will move on to cover at will employment, who is an employee? (employee vs. independent contractor), exempt or non-exempt? and the large area of leaves of absence law under the federal venue.

Course Agenda

1. Title 7 of the Civil Rights Act
  • Begins the modern era of employment law
  • First major move into regulating the private workplace
  • Race and gender discrimination
  • Equal Employment Opportunity Commission & right to sue letters
  • Griggs v Duke Power Co, 401 US 424 (1971)
  • EEOC v Abercrombie & Fitch
  • Shifting burdens in litigation
2. At Will Employment 3. Who Is an Employee?
  • Employee vs Independent Contractor
  • Common law agency test
  • Economic realities test
  • IRS rules & case law
  • Employment laws only protect employees
4. Exempt or Non-Exempt?
  • Why is this important
  • Brain vs Muscle framework
  • 50% rule ? exempt vs non-exempt tasks
    5. Leaves of Absence Law
    • Family medical leave act
    • Sexual harassment in the workplace

    Course Credit per State


    AL - On-Demand: 1.3 Credits
    AZ - General: 1.25 Credits
    CA - General: 1.25 Credits
    CT - General: 1.25 Credits
    FL - General: 1.0 Credits
    IL - General: 1.25 Credits
    KY - General: 1.25 Credits
    ME - Self Study: 1.28 Credits
    NC - General: 1.25 Credits
    NH - General: 1.28 Credits
    NJ - General: 1.5 Credits
    NY - General: 1.5 Credits
    PA - Distance Learning: 1.5 Credits
    SC - General: 1.28 Credits
    TN - General: 1.28 Credits
    TX - General: 1.25 Credits
    UT - Self Study: 1.5 Credits
    VA - General: 1.5 Credits
    WA - General: 1.25 Credits
    WI - On-Demand: 1.5 Credits
    WV - General: 1.54 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:
Free. (Normally $24.99)
 


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