Retiree Health Benefits Claims After M&G Polymers USA v. Tackett

Size: px
Start display at page:

Download "Retiree Health Benefits Claims After M&G Polymers USA v. Tackett"

Transcription

1 Presenting a live 90-minute webinar with interactive Q&A Retiree Health Benefits Claims After M&G Polymers USA v. Tackett Navigating Differing Court Applications of Tackett, Minimizing Liability for Modification or Termination of Retiree Benefits TUESDAY, APRIL 5, pm Eastern 12pm Central 11am Mountain 10am Pacific Today s faculty features: Russell L. Hirschhorn, Partner, Proskauer Rose, New York Brian D. Netter, Partner, Mayer Brown, Washington, D.C. Nancy G. Ross, Partner, Mayer Brown, Chicago The audio portion of the conference may be accessed via the telephone or by using your computer's speakers. Please refer to the instructions ed to registrants for additional information. If you have any questions, please contact Customer Service at ext. 10.

2 Tips for Optimal Quality FOR LIVE EVENT ONLY Sound Quality If you are listening via your computer speakers, please note that the quality of your sound will vary depending on the speed and quality of your internet connection. If the sound quality is not satisfactory, you may listen via the phone: dial and enter your PIN when prompted. Otherwise, please send us a chat or sound@straffordpub.com immediately so we can address the problem. If you dialed in and have any difficulties during the call, press *0 for assistance. Viewing Quality To maximize your screen, press the F11 key on your keyboard. To exit full screen, press the F11 key again.

3 Continuing Education Credits FOR LIVE EVENT ONLY In order for us to process your continuing education credit, you must confirm your participation in this webinar by completing and submitting the Attendance Affirmation/Evaluation after the webinar. A link to the Attendance Affirmation/Evaluation will be in the thank you that you will receive immediately following the program. For additional information about continuing education, call us at ext. 35.

4 Program Materials FOR LIVE EVENT ONLY If you have not printed the conference materials for this program, please complete the following steps: Click on the ^ symbol next to Conference Materials in the middle of the lefthand column on your screen. Click on the tab labeled Handouts that appears, and there you will see a PDF of the slides for today's program. Double click on the PDF and a separate page will open. Print the slides by clicking on the printer icon.

5 Retiree Health Benefits Claims After M&G Polymers USA v. Tackett Russell L. Hirschhorn Proskauer Rose LLP Eleven Times Square New York, NY P: Nancy G. Ross Mayer Brown LLP 71 S. Wacker Drive Chicago, IL P: Brian D. Netter Mayer Brown LLP 1999 K Street, N.W. Washington, D.C P: bnetter@mayerbrown.com

6 Russell L Hirschhorn Partner, Proskauer Rose LLP Russell Hirschhorn is a partner in the ERISA Practice Center and the Labor & Employment Law Department, where he focuses on complex ERISA litigation and advises and represents employers, fiduciaries, trustees and plan service providers on ERISA benefit and fiduciary issues. 6 Russell L Hirschhorn Partner t: rhirschhorn@proskauer.com For more than a dozen years, Russell has represented clients in all phases of litigation, arbitration and mediation. His representations run the gamut from complex class action litigation to single plaintiff claims relating to: ERISA stock-drop suits ERISA s fiduciary duty and prohibited transaction provisions Participant and beneficiary claims for benefits Interference with the receipt of benefits and discrimination in benefits Plan investment losses ERISA preemption of state law claims Cash balance plan conversions Plan amendments or terminations Retiree benefits Withdrawal liability Employer contributions to multiemployer funds When he is not in the courtroom, Russell is active in counseling benefit plan clients on a host of compliance and federal and state government agency enforcement matters, including complex and lengthy investigations and audits by the U.S. Departments of Justice and Labor. Russell serves as legal counsel to the boards of trustees of several multiemployer pension and welfare benefit plans. He also represents a wide variety of clients across various industries, including aerospace, biotechnology, financial services, oil and gas, automotive, and publishing. Russell is a prolific writer on cutting-edge ERISA litigation issues, and often speaks on topics related to his publications at conferences sponsored by the American Bar Association, International Foundation of Employee Benefit Plans, the New York State and City Bar Associations, and others. He is the co-editor of Proskauer s ERISA Practice Center Blog and ERISA Litigation Newsletter, as well as a Chapter Editor of the Cumulative Supplements to Employee Benefits Law (BNA Second Edition 2000). Russell has been recognized on several occasions for his commitment to pro bono work, and has been the recipient of several honors. In addition, Russell has served as a Special Professor of Law at Hofstra University School of Law where he taught an introductory class to employee benefits law.

7 Nancy Ross Partner, Mayer Brown LLP Nancy G. Ross Partner t: NANCY G. ROSS is a Partner in the Chicago office of Mayer Brown LLP where she is a member of the Employment Law and ERISA Litigation practice group. She focuses her practice primarily on employee benefits class action litigation and counseling under ERISA. Her experience includes representation of pension plans, fiduciaries, ESOPs, trustees and employers concerning administration of plan assets and fiduciary responsibilities. She has extensive experience in counseling employers in matters concerning defined benefit and defined contribution plan administration, as well as assisting employers in reducing their retiree health benefits liabilities. Nancy is a member of the Policy Board of Directors Advisory Council for the American Benefits Council, where she assists in promoting employers issues regarding employee benefits, and is a Board Member of the Chicago Bar Foundation and Vice-Chair of the Grants Committee. She has been recognized by numerous organizations including Chambers, Legal 500 and Illinois Super Lawyers as one of the nation s top ERISA lawyers, and was named ERISA Litigator of the Year among Chicago attorneys in 2014 by U.S. News & World Report. 7

8 Brian Netter Partner, Mayer Brown LLP Brian D. Netter Partner t: Brian Netter is a partner in the Washington DC office of Mayer Brown s Litigation & Dispute Resolution practice, and a co-leader of the firm s Supreme Court & Appellate group. Brian s innovative work has been recognized in The National Law Journal s Appellate Hot List on four separate occasions, and he has been recognized by The National Law Journal and by Washington DC Super Lawyers as an emerging star in appellate litigation. Brian s practice consists of briefing and arguing high profile and legally complex cases, in trial and appellate courts. His experience covers a broad range of substantive areas, and he frequently litigates cases involving administrative law, constitutional law, and ERISA. Earlier in his career, Brian served as a law clerk to Associate Justice Stephen Breyer on the US Supreme Court and to Judge Judith W. Rogers on the US Court of Appeals for the DC Circuit. On ERISA questions, Brian litigates class-action disputes and advises clients on issues prompting such litigation, particularly as relates to ERISA's fiduciary standards. He is a frequent commentator on the Supreme Court s ERISA docket. Prior to his career as a lawyer, Brian earned undergraduate and graduate degrees in Industrial & Operations Engineering. 8

9 Today s Agenda Yard-Man Supreme Court s decision in M&G Polymers v. Tackett Tackett on remand in the Sixth Circuit Post-Tackett Decisions Managing Changes to Retiree Health Benefits 9

10 Yard-Man Unique among the circuits, for thirty years the Sixth Circuit had applied what is called the Yard-Man presumption to collectively bargained retiree health benefits. Yard-Man presumed that retiree health benefits were vested absent clear contractual language to the contrary. Sixth Circuit has been the forum of choice for plaintiffs. Led to battles over venue and attempts by employers to file declaratory actions in other forums. 10

11 M&G Polymers v. Tackett Background M&G and USW bargained to modify H&W plans, with postagreement participants to contribute to costs of coverage. M&G applied the cost-sharing agreement to existing retirees. Retirees and USW brought suit, asserting that earlier, expired CBAs entitled existing retirees at the Apple Grove plant to lifetime, contribution-free benefits. Expired CBAs did not contain provisions that specifically addressed the duration of the provisions governing retiree benefits. 11

12 M&G Polymers v. Tackett District Court & Sixth Circuit District court initially dismissed the claims, finding that the CBA unambiguously did not create a vested right to retiree benefits. Sixth Circuit reversed and applied Yard-Man. Found that the CBA suggested an intent to vest and it was unlikely that the union would agree to language that provides for a full company contribution if the company could unilaterally change the level of contribution. District court held a bench trial and ruled largely in plaintiffs favor. Sixth Circuit affirmed. 12

13 M&G Polymers v. Tackett Supreme Court Supreme Court granted certiorari for the purpose of addressing whether, when construing CBAs, courts should presume that silence concerning the duration of retiree health care benefits means the parties intended those benefits to vest and therefore continue indefinitely. No party defended Yard-Man. Court Majority opinion: Thomas, J. (unanimous) Concurring opinion: Ginsburg, J. (for four justices) All said construe labor agreements according to ordinary principles of contract law, with no thumb on the scale favoring vesting. 13

14 M&G Polymers v. Tackett Supreme Court Sixth Circuit failed to apply two traditional principles that should govern the construction of ambiguous contracts Courts should not construe ambiguous writings to create lifetime promises. Contractual obligations will cease, in the ordinary course, upon termination of the bargaining agreement. Thus, when a contract is silent as to the duration of retiree benefits a court may not infer that the parties intended those benefits to vest for life. 14

15 M&G Polymers v. Tackett Supreme Court While courts may look to known customs/usages to determine the meaning of a contract, the parties must prove those customs/usages using evidentiary support. Because Yard-Man inferences affected the outcome below, the Court vacated and remanded to review the agreements at issue under ordinary principles of contract law. Is there a clear statement rule? Because vesting of welfare plan benefits is not required by law, an employer s commitment to vest such benefits is not to be inferred lightly; the intent to vest must be found in the plan documents and must be stated in clear and express language. Sprague v. General Motors Corp., 133 F.3d 388 (6th Cir. 1998). 15

16 M&G Polymers v. Tackett Supreme Court Justice Ginsburg s concurrence: No rule requires clear and express language to show vesting. Examine entire agreement and industry practices to determine whether there was an intent to vest. Provision tying to receipt of healthcare benefits to receipt of pension benefits. Survivor clauses instructing survivor to receive benefits. If the contract is determined to be ambiguous, then consider extrinsic evidence, including parties bargaining history. 16

17 M&G Polymers v. Tackett Take-Aways Yard-Man s thumb on the scale is clearly over. Tension between majority and concurrence on how to apply ordinary principles of contract law. Is there a clear statement rule? Justice Thomas s citation to Sprague. Justice Ginsburg says no. Employers are not guaranteed victory, but the decision should lessen employers concerns about: Litigating retiree benefit claims in the Sixth Circuit; and Inconsistency multi-jurisdictional employers faced by having different outcomes in different circuits. 17

18 M&G Polymers v. Tackett Take-Aways Hopefully less forum shopping. Given skyrocketing costs of healthcare, post-tackett contractual vesting claims may continue to pose a substantial risk to employers seeking to cut back on retiree benefits. Risk is heightened by the fact that the Court did not provide clear guidance as to the role of extrinsic evidence in adjudicating these cases, particularly given that four justices but not a majority opined that such evidence must always be considered. Employers should do their best when negotiating CBAs to draft contractual language that will clearly protect their rights to reduce or eliminate retiree welfare benefits. 18

19 Tackett on Remand to the Sixth Circuit Tackett v. M&G Polymers USA, LLC, 821 F.3d 204 (6th Cir. 2016) No clear statement rule applies Remanded case to district court What documents comprise the agreements? Is reference to extrinsic evidence appropriate? Do the documents and, if necessary, extrinsic evidence, vest retirees? 19

20 Post-Tackett Sixth Circuit Decisions 20 Gallo v. Moen Inc., 813 F.3d 265 (6th Cir. Feb. 8, 2016) Closing agreement stated healthcare coverage shall continue for retirees/spouses as indicated under the [final CBA]. District court granted class certification and plaintiffs motion of summary judgment. Majority held that CBA did not promise lifetime benefits: Rejected clear-statement rule Nothing says that Moen committed to unalterable benefits Discussion of benefits contained within a three year agreement Expressly vested for life pension benefits for qualifying retirees Agreement has a reservation of rights clause Rejected tying argument Dissent found the agreements ambiguous and thus would have applied extrinsic evidence in favor of vesting.

21 Post-Tackett Sixth Circuit Decisions Int l Union v. Kelsey-Hayes Co., 2015 WL (E.D. Mich. Sept. 17, 2015) CBA promised that the healthcare coverages an employee/spouse has at the time of retirement shall be continued. Contrast with employees on layoff, disability, fired or quit in all cases the parties specifically limited duration of benefits. Plant Closing Agreement provided that employees eligible to retiree as of the closing would participate in and be eligible to receive retiree medical benefits. Company must restore lifetime benefits based on clear language of the CBA and PCA. Post-Tackett, the law makes clear that in order for benefits provided in a CBA to survive the expiration of the agreement, the parties intent must be clearly stated. 21

22 Post-Tackett Sixth Circuit Decisions Zino v. Whirlpool Corp., 2015 WL (N.D. Ohio Oct. 30, 2015) Reconsidered previous ruling that several groups were entitled to lifetime benefits. Held one group was not entitled to lifetime benefits, but three other groups were entitled to lifetime benefits. Rejected company s argument that vesting must be established by unequivocal, explicit language within the CBA. 22

23 Post-Tackett Sixth Circuit Decisions Reese v. CNH Am., LLC, 2015 WL (E.D. Mich. Nov. 9, 2015) Concluded that there was ambiguity with respect to whether the parties intended benefits to vest. Court relied on extrinsic evidence to conclude that the company could not make modifications to benefits. The absence of clear and express language vesting Plaintiffs health insurance benefits in the relevant agreements does not necessarily compel the conclusion that the parties lacked the intent for those benefits to vest. 23

24 Post-Tackett Sixth Circuit Decisions 24 United Steel v. Kelsey-Hayes Co., 2016 WL (E.D. Mich. Jan. 28, 2016) Parties negotiated language provides that healthcare benefits will be continued at the time of retirement, and that those coverages shall be continued thereafter. Where the parties intended to limit the duration of healthcare benefits, they included specific language to do so. Employees eligible for retirement at the time of the Shutdown Agreement were offered opportunity to take a lump sum cash benefit in the place of the medical plan benefits they would receive during retirement. Unambiguous language provides vested lifetime benefits. Rejected company s argument that vesting must be established by unequivocal, explicit language within the CBA.

25 Post-Tackett Sixth Circuit Decisions Sims v. Pfizer, Inc., 2016 WL (E.D. Mich. Feb. 24, 2016) Parties negotiated language provides that healthcare benefits will be continued at the time of retirement, and that those coverages shall be continued thereafter. Where the parties intended to limit the duration of healthcare benefits, they included specific language to do so. Employees eligible for retirement at the time of the Shutdown Agreement were offered opportunity to take a lump sum cash benefit in the place of the medical plan benefits they would receive during retirement. Unambiguous language provides vested lifetime benefits Rejected company s argument that vesting must be established by unequivocal, explicit language within the CBA. 25

26 Post-Tackett Sixth Circuit Decisions Serafino v. City of Hamtramck, 2016 WL (E.D. Mich. Mar. 23, 2016) Given potential disparities among participants with respect to CBAs and Medicare eligibility, court ruled that it could not find that named plaintiffs were adequate representatives of all class members Denied class certification, without prejudice, to plaintiffs who retired under different CBAs. Class certification deferred until resolution of summary judgment motions 26

27 Other Post-Tackett Decisions 27 Grove v. Johnson Controls, Inc., 2016 U.S. Dist. LEXIS (M.D. Pa. Mar. 31, 2016) Third Circuit s prior ruling in IUUAAIWA v. Skinner, 188 F.3d 130 (3d Cir. 1999) Here, district court concluded that none of the three plaintiff groups was entitled to lifetime retiree health benefits shall have the following benefits... continued meant only those benefits carried over from employment to retirement and not to an unalterable benefit until death does not overcome explicit durational clauses Reservation of rights clauses contrary to Justice Ginsburg s assertion that no rule requires clear and express language in order to vest benefits, the unanimous Tackett Court issued no specific holding on this point

28 Other Post-Tackett Decisions Fulghum v. Embarq Corp., 2015 WL (D. Kan. June 10, 2015) Contained a broad ROR provision, which indicated no vesting. SPDs state coverage ends upon death. SPDs state insurance will be continued at retirement. SPDs as a whole do not affirmatively promise lifetime benefits. No clear and express language establishing vested benefits. 28

29 Other Post-Tackett Circuit Court Decisions Dewhurst v. Century Aluminum Co., 2015 WL (S.D. W.Va. Sept. 9, 2015) Barton v. Constellium Rolled Products-Ravenswood, LLC, 2016 WL (S.D. W.Va. Jan. 1, 2016) Cases had same CBA language that retiree benefits shall remain in effect for the term of this Labor Agreement which was carried forward in successive CBAs. Applying Tackett, court held clear durational language controlled. Extrinsic evidence suggesting an intent to vest did not trump the clear contractual language. 29

30 Practical Considerations for Managing Changes to Retiree Health Benefits Restructure or Eliminate? Assessing what has, or has not, been promised Plan documents and summary plan description Collective bargaining agreement Open enrollment materials Employee communications Retiree communications Newsletters 30

31 Practical Considerations for Managing Changes to Retiree Health Benefits Terminating Retiree Medical In non-union context, company decision to terminate followed by employee/retiree communication In union context, more complicated In bankruptcy restructuring Bankruptcy substantive and procedural rules COBRA issues 31

32 Practical Considerations for Managing Changes to Retiree Health Benefits Decision points on how to restructure retiree health benefits Identifying populations Pre-65 (not Medicare eligible) retirees Need full coverage Active plan or separate plan Post-65 (Medicare eligible) retirees Disabled on Medicare Dependents of Medicare eligible retirees Supplemental coverage ( Medigap ) 32

33 Practical Tips for Managing Changes to Retiree Health Benefits Engage a consultant to devise alternatives Health Reimbursement Arrangements (HRAs) Cash Stipends Pension Supplements Assist retirees in navigating healthcare exchanges Consider a Voluntary Employee Benefit Association 33

34 Retiree Health Benefits Claims After M&G Polymers USA v. Tackett Russell L. Hirschhorn Proskauer Rose LLP Eleven Times Square New York, NY P: Nancy G. Ross Mayer Brown LLP 71 S. Wacker Drive Chicago, IL P: Brian D. Netter Mayer Brown LLP 1999 K Street, N.W. Washington, D.C P: bnetter@mayerbrown.com

ERISA Retirement Plan Investment Management Agreements: Guidance for Plan Sponsors to Minimize Risks

ERISA Retirement Plan Investment Management Agreements: Guidance for Plan Sponsors to Minimize Risks Presenting a live 90-minute webinar with interactive Q&A ERISA Retirement Plan Investment Management Agreements: Guidance for Plan Sponsors to Minimize Risks Selecting 3(38) Investment Managers, Negotiating

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Brian E. Hammell, Esq., Sullivan & Worcester, Boston

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Brian E. Hammell, Esq., Sullivan & Worcester, Boston Presenting a live 90-minute webinar with interactive Q&A Buy-Sell Agreements for Corporations and LLCs: Drafting Stock Redemption, Cross-Purchase and Mixed Agreements Navigating Complex Corporate, Tax,

More information

ERISA Considerations in Structuring Credit Facilities with Private Investment Funds

ERISA Considerations in Structuring Credit Facilities with Private Investment Funds Presenting a live 90-minute webinar with interactive Q&A ERISA Considerations in Structuring Credit Facilities with Private Investment Funds WEDNESDAY, AUGUST 15, 2018 1pm Eastern 12pm Central 11am Mountain

More information

Exercising Setoff and Recoupment Rights in Bankruptcy

Exercising Setoff and Recoupment Rights in Bankruptcy Presenting a live 90-minute webinar with interactive Q&A Exercising Setoff and Recoupment Rights in Bankruptcy Mutuality of Obligation; Disputed Transactions; Relief From Automatic Stay TUESDAY, NOVEMBER

More information

IP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk

IP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk Presenting a live 90-minute webinar with interactive Q&A IP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk TUESDAY, OCTOBER 4, 2016 1pm Eastern

More information

Universal Health Services v. Escobar: Avoiding Implied Certification Liability Under FCA

Universal Health Services v. Escobar: Avoiding Implied Certification Liability Under FCA Presenting a live 30-minute webinar with interactive Q&A Universal Health Services v. Escobar: Avoiding Implied Certification Liability Under FCA MONDAY, JULY 25, 2016 1pm Eastern 12pm Central 11am Mountain

More information

QDRO Drafting Boot Camp: Preparing QDROs for 401(k)s and Similar Defined Contribution Plans

QDRO Drafting Boot Camp: Preparing QDROs for 401(k)s and Similar Defined Contribution Plans Presenting a live 90-minute webinar with interactive Q&A QDRO Drafting Boot Camp: Preparing QDROs for 401(k)s and Similar Defined Contribution Plans Strategies for Family Law Practitioners to Help Ensure

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features:

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Presenting a live 90-minute webinar with interactive Q&A Transactional Risk Insurance in M&A: Reps and Warranties, Contingent Liability and More Leveraging Insurance to Allocate Risk and Protect Deal Value;

More information

Severance Plans and ERISA Compliance: Limiting Liability in Design and Implementation of Severance Arrangements

Severance Plans and ERISA Compliance: Limiting Liability in Design and Implementation of Severance Arrangements Presenting a live 90-minute webinar with interactive Q&A Severance Plans and ERISA Compliance: Limiting Liability in Design and Implementation of Severance Arrangements TUESDAY, JUNE 12, 2018 1pm Eastern

More information

Survivor Benefit Plans and Military Divorce: Defending Against or Claiming Former-Spouse SBP Coverage

Survivor Benefit Plans and Military Divorce: Defending Against or Claiming Former-Spouse SBP Coverage Presenting a live 90-minute webinar with interactive Q&A Survivor Benefit Plans and Military Divorce: Defending Against or Claiming Former-Spouse SBP Coverage WEDNESDAY, JUNE 28, 2017 1pm Eastern 12pm

More information

M&A Indemnification Deal Terms: 2017 Survey Results

M&A Indemnification Deal Terms: 2017 Survey Results Presenting a 60-minute encore presentation featuring live Q&A M&A Indemnification Deal Terms: 2017 Survey Results What's Market for Negotiating and Drafting Private Target Company Indemnification Terms

More information

ERISA Pre-Approved and Customized Benefit Plans: Overhauled IRS Procedures and Determination Letter Process

ERISA Pre-Approved and Customized Benefit Plans: Overhauled IRS Procedures and Determination Letter Process Presenting a live 90-minute webinar with interactive Q&A ERISA Pre-Approved and Customized Benefit Plans: Overhauled IRS Procedures and Determination Letter Process TUESDAY, NOVEMBER 14, 2017 1pm Eastern

More information

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION UNITED STATES DISTRICT COURT JUDGE GERSHWIN A. DRAIN

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION UNITED STATES DISTRICT COURT JUDGE GERSHWIN A. DRAIN United Steelworkers of America, AFL-CIO-CLC v. Kelsey-Hayes Company et al Doc. 107 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION UNITED STEEL, PAPER AND FORESTRY, RUBBER,

More information

Structuring Equity Compensation for Partnerships and LLCs Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences

Structuring Equity Compensation for Partnerships and LLCs Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences Presenting a live 90-minute webinar with interactive Q&A Structuring Equity Compensation for Partnerships and LLCs Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences TUESDAY,

More information

Minority Investors in LLCs: Contractual Limitations, Waivers of Fiduciary Duties, Other Key Provisions

Minority Investors in LLCs: Contractual Limitations, Waivers of Fiduciary Duties, Other Key Provisions Presenting a live 90-minute webinar with interactive Q&A Minority Investors in LLCs: Contractual Limitations, Waivers of Fiduciary Duties, Other Key Provisions Protecting Minority Interests, Choice of

More information

Commercial Lease Negotiations: Property and Liability Insurance, Proof of Coverage, AI and Loss Payee Issues

Commercial Lease Negotiations: Property and Liability Insurance, Proof of Coverage, AI and Loss Payee Issues Presenting a live 90-minute webinar with interactive Q&A Commercial Lease Negotiations: Property and Liability Insurance, Proof of Coverage, AI and Loss Payee Issues Structuring Lease Provisions to Require

More information

In the Supreme Court of the United States

In the Supreme Court of the United States NO. 17-515 In the Supreme Court of the United States CNH INDUSTRIAL N.V. & CNH INDUSTRIAL AMERICA LLC PETITIONERS, v. JACK REESE; FRANCES ELAINE PIDDE; JAMES CICHANOFSKY; ROGER MILLER; GEORGE NOWLIN, RESPONDENTS.

More information

Drafting Shareholder Agreements for Private Equity M&A Deals

Drafting Shareholder Agreements for Private Equity M&A Deals Presenting a live 90-minute webinar with interactive Q&A Drafting Shareholder Agreements for Private Equity M&A Deals Structuring Provisions on Board Composition and Duties, Drag-Along, Tag-Along, Information

More information

Allocating Risk in Real Estate Leases: Contractual Indemnities, Additional Insured Endorsements and Waivers of Subrogation

Allocating Risk in Real Estate Leases: Contractual Indemnities, Additional Insured Endorsements and Waivers of Subrogation Presenting a live 90-minute webinar with interactive Q&A Allocating Risk in Real Estate Leases: Contractual Indemnities, Additional Insured Endorsements and Waivers of Subrogation Structuring Lease Provisions

More information

Resolving Medicare and Medicaid Liens in Personal Injury Cases Negotiating Healthcare Liens or Claims for Reimbursement, Maximizing Settlement Awards

Resolving Medicare and Medicaid Liens in Personal Injury Cases Negotiating Healthcare Liens or Claims for Reimbursement, Maximizing Settlement Awards Presenting a live 90-minute webinar with interactive Q&A Resolving Medicare and Medicaid Liens in Personal Injury Cases Negotiating Healthcare Liens or Claims for Reimbursement, Maximizing Settlement Awards

More information

Clearing Title for Defects Due to Mortgage-Related Issues, Legal Description Errors, and Foreclosure

Clearing Title for Defects Due to Mortgage-Related Issues, Legal Description Errors, and Foreclosure Presenting a live 90-minute webinar with interactive Q&A Clearing Title for Defects Due to Mortgage-Related Issues, Legal Description Errors, and Foreclosure Identifying and Resolving Common Title Defects

More information

ERISA Compliance and Monitoring 401(k) Investments: Safe Harbor Rules and Appointing Advisers

ERISA Compliance and Monitoring 401(k) Investments: Safe Harbor Rules and Appointing Advisers Presenting a live 90-minute webinar with interactive Q&A ERISA Compliance and Monitoring 401(k) Investments: Safe Harbor Rules and Appointing Advisers TUESDAY, APRIL 3, 2018 1pm Eastern 12pm Central 11am

More information

Construction OCIP/CCIP Insurance Programs: Potential Coverage Gaps and Other Coverage Pitfalls

Construction OCIP/CCIP Insurance Programs: Potential Coverage Gaps and Other Coverage Pitfalls Presenting a live 90-minute webinar with interactive Q&A Construction OCIP/CCIP Insurance Programs: Potential Coverage Gaps and Other Coverage Pitfalls Coordinating With Other Policies; Navigating Issues

More information

Fiduciary Compliance in ESOP Transactions: Recent DOL Settlement Agreements

Fiduciary Compliance in ESOP Transactions: Recent DOL Settlement Agreements Presenting a live 90-minute webinar with interactive Q&A Fiduciary Compliance in ESOP Transactions: Recent DOL Settlement Agreements Implications of GBTC, FBTS and Alpha Settlement Agreements, Guidance

More information

Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity and Other Key Provisions

Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity and Other Key Provisions Presenting a live 90-minute webinar with interactive Q&A Drafting Asset Purchase Agreements: Reps, Warranties, Covenants, Conditions, Indemnity and Other Key Provisions TUESDAY, DECEMBER 15, 2015 1pm Eastern

More information

Structuring Equity Compensation for Partnerships and LLCs Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences

Structuring Equity Compensation for Partnerships and LLCs Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences Presenting a live 110-minute webinar with interactive Q&A Structuring Equity Compensation for Partnerships and LLCs Navigating Capital and Profits Interests Plus Section 409A and Tax Consequences THURSDAY,

More information

IP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk

IP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk Presenting a live 90-minute webinar with interactive Q&A IP Agreements: Structuring Indemnification and Limitation of Liability Provisions to Allocate Infringement Risk TUESDAY, SEPTEMBER 1, 2015 1pm Eastern

More information

Trucking and Auto Injury Cases: Deposing Accident Reconstruction and Biomechanical Experts

Trucking and Auto Injury Cases: Deposing Accident Reconstruction and Biomechanical Experts Presenting a live 90-minute webinar with interactive Q&A Trucking and Auto Injury Cases: Deposing Accident Reconstruction and Biomechanical Experts WEDNESDAY, JULY 11, 2018 1pm Eastern 12pm Central 11am

More information

Allocating Operating Expenses in Commercial Real Estate Leases: Negotiating Strategies for Landlords and Tenants

Allocating Operating Expenses in Commercial Real Estate Leases: Negotiating Strategies for Landlords and Tenants Presenting a live 90-minute webinar with interactive Q&A Allocating Operating Expenses in Commercial Real Estate Leases: Negotiating Strategies for Landlords and Tenants Structuring Pass-Throughs, Exclusions,

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features:

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Presenting a live 90-minute webinar with interactive Q&A D&O Indemnification Provisions in Governance Documents and Agreements Drafting Effective Indemnity and Advancement Agreements to Protect Directors

More information

Completion Guaranties in Construction Lending: Key Provisions for Lenders and Guarantors

Completion Guaranties in Construction Lending: Key Provisions for Lenders and Guarantors Presenting a live 90-minute webinar with interactive Q&A Completion Guaranties in Construction Lending: Key Provisions for Lenders and Guarantors TUESDAY, MARCH 6, 2018 1pm Eastern 12pm Central 11am Mountain

More information

Insurance Coverage for Statutory and Liquidated Damages and Attorney Fees: Policyholder and Insurer Perspectives

Insurance Coverage for Statutory and Liquidated Damages and Attorney Fees: Policyholder and Insurer Perspectives Presenting a live 90-minute webinar with interactive Q&A Insurance Coverage for Statutory and Liquidated Damages and Attorney Fees: Policyholder and Insurer Perspectives Advocating Coverage for Statutory

More information

UCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests

UCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests Presenting a live 90-minute webinar with interactive Q&A UCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests Navigating Statutory, Contractual and Other Exclusions to All

More information

401(k) Plan Nondiscrimination Testing: Guidance for Employee Benefits Counsel

401(k) Plan Nondiscrimination Testing: Guidance for Employee Benefits Counsel Presenting a live 90-minute webinar with interactive Q&A 401(k) Plan Nondiscrimination Testing: Guidance for Employee Benefits Counsel Meeting IRS Requirements, Avoiding Corrective Distributions, Evaluating

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features:

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Presenting a live 90-minute webinar with interactive Q&A Grantor Trusts After Divorce: Tax Reform, Fiduciary Challenges, and Minimizing Tax for Trust Transfers to Former Spouse Gift Tax Exemption on Divorce

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features:

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Presenting a live 90-minute webinar with interactive Q&A Natural Resource Damages Assessment: Valuing and Contesting NRD Injury and Damages Methods for Determining and Quantifying Injury and Damages, Evaluating

More information

Executive Compensation: Tax and Other Considerations for Restricted Stock Awards

Executive Compensation: Tax and Other Considerations for Restricted Stock Awards Presenting a live 90-minute webinar with interactive Q&A Executive Compensation: Tax and Other Considerations for Restricted Stock Awards Strategies for Navigating Substantial Risk of Forfeiture Analysis,

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features:

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Presenting a live 90-minute webinar with interactive Q&A NING and DING Trusts in Estate Planning: Designing ING Trusts to Avoid State Income Tax and Protect Assets Effective Drafting of Incomplete Gift

More information

No IN THE UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT

No IN THE UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT Case: 15-2382 Document: 71 Filed: 08/08/2017 Page: 1 No. 15-2382 IN THE UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT JACK REESE; FRANCES ELAINE PIDDE; JAMES CICHANOFSKY; ROGER MILLER; GEORGE NOWLIN,

More information

Wrap Insurance for Construction Projects Understanding Scope of Coverage and Resolving Coverage and Indemnification Disputes

Wrap Insurance for Construction Projects Understanding Scope of Coverage and Resolving Coverage and Indemnification Disputes Presenting a live 90 minute webinar with interactive Q&A Wrap Insurance for Construction Projects Understanding Scope of Coverage and Resolving Coverage and Indemnification Disputes WEDNESDAY, DECEMBER

More information

Estate Planning With Grantor Trusts: Leveraging GRATs and IDGTs to Minimize Taxes, Preserve and Transfer Assets

Estate Planning With Grantor Trusts: Leveraging GRATs and IDGTs to Minimize Taxes, Preserve and Transfer Assets Presenting a live 90-minute webinar with interactive Q&A Estate Planning With Grantor Trusts: Leveraging GRATs and IDGTs to Minimize Taxes, Preserve and Transfer Assets THURSDAY, OCTOBER 15, 2015 1pm Eastern

More information

Horizontal vs. Vertical Exhaustion of Insurance: Priority of Coverage and Settlement for Less Than Policy Limits

Horizontal vs. Vertical Exhaustion of Insurance: Priority of Coverage and Settlement for Less Than Policy Limits Presenting a live 90-minute webinar with interactive Q&A Horizontal vs. Vertical Exhaustion of Insurance: Priority of Coverage and Settlement for Less Than Policy Limits THURSDAY, FEBRUARY 1, 2018 1pm

More information

Distressed Loan Workouts: How Equity Cure Rights Work, Negotiating Loan Restructuring and Forbearance Agreements

Distressed Loan Workouts: How Equity Cure Rights Work, Negotiating Loan Restructuring and Forbearance Agreements Presenting a live 90-minute webinar with interactive Q&A Distressed Loan Workouts: How Equity Cure Rights Work, Negotiating Loan Restructuring and Forbearance Agreements Curing and Addressing Financial

More information

Protecting Business Assets From Creditors in Litigation: Strategic Choice of Entities, Avoiding Fraudulent Transfers

Protecting Business Assets From Creditors in Litigation: Strategic Choice of Entities, Avoiding Fraudulent Transfers Presenting a live 90-minute webinar with interactive Q&A Protecting Business Assets From Creditors in Litigation: Strategic Choice of Entities, Avoiding Fraudulent Transfers TUESDAY, JULY 21, 2015 1pm

More information

Bankruptcy Section 506(c) Surcharge on Secured Collateral

Bankruptcy Section 506(c) Surcharge on Secured Collateral Presenting a live 90-minute webinar with interactive Q&A Bankruptcy Section 506(c) Surcharge on Secured Collateral Seeking or Defeating Recovery of Expenses for Preserving or Disposing of Collateral TUESDAY,

More information

Fraudulent Conveyance Exposure for Intercorporate Guaranties, Integrated Transactions and Designated-Use Loans

Fraudulent Conveyance Exposure for Intercorporate Guaranties, Integrated Transactions and Designated-Use Loans Presenting a live 90-minute webinar with interactive Q&A Fraudulent Conveyance Exposure for Intercorporate Guaranties, Integrated Transactions and Designated-Use Loans Navigating the Contours of Section

More information

Property Management and Leasing Agreements: Key Provisions for Multi-Family, Office, Retail and Industrial Properties

Property Management and Leasing Agreements: Key Provisions for Multi-Family, Office, Retail and Industrial Properties Presenting a live 90-minute webinar with interactive Q&A Property Management and Leasing Agreements: Key Provisions for Multi-Family, Office, Retail and Industrial Properties Navigating Fees and Expenses,

More information

Uninsured and Underinsured Motorist Claims: Leveraging Insurance Stacking

Uninsured and Underinsured Motorist Claims: Leveraging Insurance Stacking Presenting a live 90-minute webinar with interactive Q&A Uninsured and Underinsured Motorist Claims: Leveraging Insurance Stacking Maximizing Settlement Awards in Auto Accident Cases THURSDAY, DECEMBER

More information

Interest Rate Hedges in Real Estate Finance: Placing Swaps, Caps, and Collars on Floating Rate Loans

Interest Rate Hedges in Real Estate Finance: Placing Swaps, Caps, and Collars on Floating Rate Loans Presenting a live 90-minute webinar with interactive Q&A Interest Rate Hedges in Real Estate Finance: Placing Swaps, Caps, and Collars on Floating Rate Loans Understanding Pricing and Trade Confirmations,

More information

Investment Adviser Advertising Rule: New SEC Guidance and Best Practices for Compliance

Investment Adviser Advertising Rule: New SEC Guidance and Best Practices for Compliance Presenting a live 90-minute webinar with interactive Q&A Investment Adviser Advertising Rule: New SEC Guidance and Best Practices for Compliance TUESDAY, NOVEMBER 21, 2017 1pm Eastern 12pm Central 11am

More information

Best Efforts and Commercially Reasonable Efforts in M&A Agreements: Drafting and Interpretation Challenges

Best Efforts and Commercially Reasonable Efforts in M&A Agreements: Drafting and Interpretation Challenges Presenting a live 90-minute webinar with interactive Q&A Best Efforts and Commercially Reasonable Efforts in M&A Agreements: Drafting and Interpretation Challenges Lessons From Case Law for Interpreting

More information

Master Service Agreements for Oil and Gas: Key Provisions, Court Treatment

Master Service Agreements for Oil and Gas: Key Provisions, Court Treatment Presenting a live 90-minute webinar with interactive Q&A Master Service Agreements for Oil and Gas: Key Provisions, Court Treatment TUESDAY, MARCH 13, 2018 1pm Eastern 12pm Central 11am Mountain 10am Pacific

More information

Case No. No UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT

Case No. No UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT Case: 15-2382 Document: 72 Filed: 08/08/2017 Page: 1 Case No. No. 15-2382 UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT JACK REESE, JAMES CICHANOFSKY, ROGER MILLER, and GEORGE NOWLIN, for themselves

More information

30(b)(6) Depositions in Insurance Coverage and Bad Faith Litigation Preparing and Responding to Notices of Corporate Representative Depositions

30(b)(6) Depositions in Insurance Coverage and Bad Faith Litigation Preparing and Responding to Notices of Corporate Representative Depositions Presenting a live 90-minute webinar with interactive Q&A 30(b)(6) Depositions in Insurance Coverage and Bad Faith Litigation Preparing and Responding to Notices of Corporate Representative Depositions

More information

DIP Financing: Structuring Roll-Overs, Cross-Collateralization, Priming Liens, Junior DIP Financing and More

DIP Financing: Structuring Roll-Overs, Cross-Collateralization, Priming Liens, Junior DIP Financing and More Presenting a live 90-minute webinar with interactive Q&A DIP Financing: Structuring Roll-Overs, Cross-Collateralization, Priming Liens, Junior DIP Financing and More Drafting Provisions That Often Involve

More information

Springing the Delaware Tax Trap: Drafting Limited Powers of Appointment to Increase Asset Income Tax Basis

Springing the Delaware Tax Trap: Drafting Limited Powers of Appointment to Increase Asset Income Tax Basis Presenting a live 90-minute webinar with interactive Q&A Springing the Delaware Tax Trap: Drafting Limited Powers of Appointment to Increase Asset Income Tax Basis TUESDAY, JUNE 28, 2016 1pm Eastern 12pm

More information

Scott J. Bakal, Partner, Neal Gerber & Eisenberg, Chicago Robert C. Stevenson, Attorney, Skadden Arps Slate Meagher & Flom, Washington, D.C.

Scott J. Bakal, Partner, Neal Gerber & Eisenberg, Chicago Robert C. Stevenson, Attorney, Skadden Arps Slate Meagher & Flom, Washington, D.C. Presenting a live 90-minute webinar with interactive Q&A : Tax Basis Step-Up Through Deemed Asset Sale Treatment Structuring Qualifying Stock Dispositions for Partnership and Private Equity Acquirers WEDNESDAY,

More information

Personal Injury Claims for Uber and Lyft Accidents: Navigating Complex Liability and Insurance Coverage Issues

Personal Injury Claims for Uber and Lyft Accidents: Navigating Complex Liability and Insurance Coverage Issues Presenting a live 90-minute webinar with interactive Q&A Personal Injury Claims for Uber and Lyft Accidents: Navigating Complex Liability and Insurance Coverage Issues WEDNESDAY, JUNE 20, 2018 1pm Eastern

More information

UCC Article 9 Update: Searching and Filing Under New Amendments

UCC Article 9 Update: Searching and Filing Under New Amendments Presenting a live 90-minute webinar with interactive Q&A UCC Article 9 Update: Searching and Filing Under New Amendments Lessons Learned Under the Recent Rules, Best Practices for Secured Lenders WEDNESDAY,

More information

Structuring Leveraged Loans After Tax Reform: Concerns for Multinational Entities

Structuring Leveraged Loans After Tax Reform: Concerns for Multinational Entities Presenting a live 90-minute webinar with interactive Q&A : Concerns for Multinational Entities Section 956 Deemed Dividend Rules, Limits on Interest Deductions, Tax Distributions, Corporate vs. Pass-Through

More information

Benefit Plans in M&A: Transitioning Pension, Savings and Welfare Plans

Benefit Plans in M&A: Transitioning Pension, Savings and Welfare Plans Presenting a live 90-minute webinar with interactive Q&A Benefit Plans in M&A: Transitioning Pension, Savings and Welfare Plans Best Practices to Avoid Liability for Underfunding, Plan Defects and Unintended

More information

UCC Article 9 Update on Searching and Filing: Best Practices for Secured Lenders Under the Amended Rules

UCC Article 9 Update on Searching and Filing: Best Practices for Secured Lenders Under the Amended Rules Presenting a live 90-minute webinar with interactive Q&A UCC Article 9 Update on Searching and Filing: Best Practices for Secured Lenders Under the Amended Rules TUESDAY, JUNE 26, 2018 1pm Eastern 12pm

More information

UCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests

UCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests Presenting a live 90-minute webinar with interactive Q&A UCC Article 9 Blanket Asset Lien Exclusions and Purchase Money Security Interests Navigating Statutory, Contractual and Other Exclusions to All

More information

In the Supreme Court of the United States

In the Supreme Court of the United States NO. In the Supreme Court of the United States CNH INDUSTRIAL N.V. & CNH INDUSTRIAL AMERICA, LLC PETITIONERS, v. JACK REESE; FRANCES ELAINE PIDDE; JAMES CICHANOFSKY; ROGER MILLER; GEORGE NOWLIN, RESPONDENTS.

More information

Multiemployer Pension Plan Withdrawal: An In-Depth Examination

Multiemployer Pension Plan Withdrawal: An In-Depth Examination Presenting a 90-Minute Encore Presentation of the Webinar with Live, Interactive Q&A Multiemployer Pension Plan Withdrawal: An In-Depth Examination Strategies for Minimizing Liability and Challenging Assessments

More information

Zombie Corporations and CERCLA Liability: Identifying, Reviving and Pursuing Zombie PRPs

Zombie Corporations and CERCLA Liability: Identifying, Reviving and Pursuing Zombie PRPs Presenting a live 90-minute webinar with interactive Q&A Zombie Corporations and CERCLA Liability: Identifying, Reviving and Pursuing Zombie PRPs TUESDAY, APRIL 3, 2018 1pm Eastern 12pm Central 11am Mountain

More information

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION. CNH INDUSTRIAL N.V., et al.,

UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION. CNH INDUSTRIAL N.V., et al., Reese et al v. CNH America, L. L. C. Doc. 445 UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MICHIGAN SOUTHERN DIVISION JACK REESE, et al., vs. Plaintiffs, CNH INDUSTRIAL N.V., et al., Civil Action No.

More information

Construction Subcontractor Default Insurance: A Viable Alternative to Performance Bonds?

Construction Subcontractor Default Insurance: A Viable Alternative to Performance Bonds? Presenting a live 90-minute webinar with interactive Q&A Construction Subcontractor Default Insurance: A Viable Alternative to Performance Bonds? Evaluating the Pros and Cons of SDI Insurance as a Risk

More information

Lending to Series of LLCs: Navigating UCC and Bankruptcy Code Risks and Providing Closing Opinions

Lending to Series of LLCs: Navigating UCC and Bankruptcy Code Risks and Providing Closing Opinions Presenting a live 90-minute webinar with interactive Q&A Lending to Series of LLCs: Navigating UCC and Bankruptcy Code Risks and Providing Closing Opinions Identifying Potential Pitfalls for Lenders and

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features:

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Presenting a live 90-minute webinar with interactive Q&A Special Needs Trusts and Guardianships: Protecting Government Benefits for the Disabled Crafting and Administering First- and Third-Party Trusts

More information

Asset Sale vs. Stock Sale: Tax Considerations, Advanced Drafting and Structuring Techniques for Tax Counsel

Asset Sale vs. Stock Sale: Tax Considerations, Advanced Drafting and Structuring Techniques for Tax Counsel Presenting a live 90-minute webinar with interactive Q&A Asset Sale vs. Stock Sale: Tax Considerations, Advanced Drafting and Structuring Techniques for Tax Counsel TUESDAY, AUGUST 2, 2016 1pm Eastern

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Elizabeth A. Gartland, Esq., Fenwick & West, San Francisco

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Elizabeth A. Gartland, Esq., Fenwick & West, San Francisco Presenting a live 90-minute webinar with interactive Q&A Structuring Management Carve-Out Plans for Privately Held Corporations: Mechanics, Tax Obstacles and Optimization Guidance for Employee Benefits

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Scott D. Brooks, Partner, Cox Castle & Nicholson, San Francisco

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Scott D. Brooks, Partner, Cox Castle & Nicholson, San Francisco Presenting a live 90-minute webinar with interactive Q&A Allocating Risk in Real Estate Leases: Contractual Indemnities, Additional Insured Endorsements, Subrogation Waivers Coordinating Lease Provisions

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features:

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Presenting a live 90-minute webinar with interactive Q&A Equity Joint Ventures: Structuring Capital Contribution, Waterfall and Other Payment Provisions Promoted Interest, Carried Interest, Cash Flow Splits

More information

Using Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors

Using Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors Presenting a live 90-minute webinar with interactive Q&A Using Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors THURSDAY, JANUARY 26, 2017 1pm Eastern

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features:

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Presenting a live 90-minute webinar with interactive Q&A Tax Reform: Impact on REITs, Real Estate Businesses and Investors Pass-Through Business and Interest Deductions, Cost Recovery, Carried Interest,

More information

Creatively Completing The Capital Stack: Real Estate GP Private Equity Funds

Creatively Completing The Capital Stack: Real Estate GP Private Equity Funds Presenting a live 90-minute webinar with interactive Q&A Creatively Completing The Capital Stack: Real Estate GP Private Equity Funds Structuring Key Deal Terms Regarding Distribution, Sharing of Promote

More information

Structuring Commercial Loan Term Sheets, Proposals and Commitment Letters: Key Terms for Lenders and Borrowers

Structuring Commercial Loan Term Sheets, Proposals and Commitment Letters: Key Terms for Lenders and Borrowers Presenting a live 90-minute webinar with interactive Q&A Structuring Commercial Loan Term Sheets, Proposals and Commitment Letters: Key Terms for Lenders and Borrowers Avoiding Unintended Consequences

More information

Using Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors

Using Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors Presenting a live 90-minute webinar with interactive Q&A Using Partnership Flips to Finance Renewable Energy Projects: Evaluating Tax Risks, Navigating IRS Safe Harbors THURSDAY, JULY 26, 2018 1pm Eastern

More information

Estate Planning and Tax Reform: Wealth Transfer Structures Under the New Tax Law

Estate Planning and Tax Reform: Wealth Transfer Structures Under the New Tax Law Presenting a live 90-minute webinar with interactive Q&A Estate Planning and Tax Reform: Wealth Transfer Structures Under the New Tax Law WEDNESDAY, FEBRUARY 7, 2018 1pm Eastern 12pm Central 11am Mountain

More information

Employee Relations. A Farewell to Yard-Man. Craig C. Martin and Amanda S. Amert

Employee Relations. A Farewell to Yard-Man. Craig C. Martin and Amanda S. Amert Employee Relations L A W J O U R N A L ERISA Litigation A Farewell to Yard-Man Electronically reprinted from Summer 2015 Craig C. Martin and Amanda S. Amert In January, the U.S. Supreme Court finally did

More information

Using Inverted Leases to Finance Renewable Energy Projects

Using Inverted Leases to Finance Renewable Energy Projects Presenting a live 90-minute webinar with interactive Q&A Using Inverted Leases to Finance Renewable Energy Projects Evaluating Tax Risks, Navigating Structural Variations, Leveraging Pass-Through Election

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features:

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Presenting a live 90-minute webinar with interactive Q&A Drafting Standstills in Intercreditor Agreements: Balancing Rights and Remedies of Junior and Senior Lienholders Structuring Duration, Commencement,

More information

Auto Injury Claim Recovery: Maximizing Pain and Suffering, Loss of Future Earning Capacity Damages

Auto Injury Claim Recovery: Maximizing Pain and Suffering, Loss of Future Earning Capacity Damages Presenting a live 90-minute webinar with interactive Q&A Auto Injury Claim Recovery: Maximizing Pain and Suffering, Loss of Future Earning Capacity Damages Leveraging Calculation Methodologies, Medical

More information

Private Investment Funds and Tax Reform

Private Investment Funds and Tax Reform Presenting a live 90-minute webinar with interactive Q&A Private Investment Funds and Tax Reform Carried Interest, QBI and Interest Deductions, Sale of Partnership Interests, Computation of UBTI, and More

More information

Private Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues and Negotiating Trends

Private Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues and Negotiating Trends Presenting a live 90-minute webinar with interactive Q&A Private Equity Real Estate Fund Formation: Capital Raising, Regulatory Issues and Negotiating Trends Capital Contributions, Allocation of Profits/Losses,

More information

Opinion Letters in Commercial Real Estate Best Practices to Minimize Risk When Crafting Third Party Opinions on Loans and Acquisitions

Opinion Letters in Commercial Real Estate Best Practices to Minimize Risk When Crafting Third Party Opinions on Loans and Acquisitions Presenting a live 90 minute webinar with interactive Q&A Opinion Letters in Commercial Real Estate Best Practices to Minimize Risk When Crafting Third Party Opinions on Loans and Acquisitions TUESDAY,

More information

Mezzanine Lending: Overcoming Lender Risks to Protect ROI

Mezzanine Lending: Overcoming Lender Risks to Protect ROI Presenting a live 90-minute webinar with interactive Q&A Mezzanine Lending: Overcoming Lender Risks to Protect ROI Negotiating Intercreditor Agreements and Assessing Foreclosure and Bankruptcy Strategies

More information

Foreign Investment in U.S. Real Estate: Impact of Tax Reform

Foreign Investment in U.S. Real Estate: Impact of Tax Reform Presenting a live 90-minute webinar with interactive Q&A Foreign Investment in U.S. Real Estate: Impact of Tax Reform Entity Selection, FIRPTA, Tax Concerns When Acquiring or Disposing of Ownership Interests

More information

Securities Accounts and Other Investment Property Establishing Control Under the UCC to Perfect Security Interests in Special Collateral Types

Securities Accounts and Other Investment Property Establishing Control Under the UCC to Perfect Security Interests in Special Collateral Types Presenting a live 90 minute webinar with interactive Q&A Perfecting Security Interests in Deposit Accounts, Securities Accounts and Other Investment Property Establishing Control Under the UCC to Perfect

More information

Debt Restructuring and Indenture Amendments: Curing Ambiguities, Navigating Competing Intercreditor Agreements

Debt Restructuring and Indenture Amendments: Curing Ambiguities, Navigating Competing Intercreditor Agreements Presenting a live 90-minute webinar with interactive Q&A Debt Restructuring and Indenture Amendments: Curing Ambiguities, Navigating Competing Intercreditor Agreements Lessons From GSO Coastline Credit

More information

Reporting Costs of Health Insurance on Employee W-2s: New Requirements

Reporting Costs of Health Insurance on Employee W-2s: New Requirements Presenting a live 110-minute teleconference with interactive Q&A Reporting Costs of Health Insurance on Employee W-2s: New Requirements Mastering the Procedures for Disclosing and Valuing Coverage Starting

More information

New Section 199A: Structuring Real Estate Transactions to Take Advantage of the Qualified Business Income Deduction

New Section 199A: Structuring Real Estate Transactions to Take Advantage of the Qualified Business Income Deduction Presenting a 90-minute encore presentation featuring live Q&A New Section 199A: Structuring Real Estate Transactions to Take Advantage of the Qualified Business Income Deduction THURSDAY, JANUARY 17, 2019

More information

Section 704, Targeted Allocations, and the Distribution Waterfall: Overcoming Challenges Absent IRS Guidance

Section 704, Targeted Allocations, and the Distribution Waterfall: Overcoming Challenges Absent IRS Guidance Section 704, Targeted Allocations, and the Distribution Waterfall: Overcoming Challenges Absent IRS Guidance Understanding the Economic Effect Test and How to Allocate Income or Loss Using Targeted Allocations

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features:

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Presenting a live 90-minute webinar with interactive Q&A Qualified Opportunity Zones: New Tax Incentives for Commercial Real Estate and Other Investments Deferred Capital Gains and Tax Abatement Under

More information

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features:

Presenting a live 90-minute webinar with interactive Q&A. Today s faculty features: Presenting a live 90-minute webinar with interactive Q&A Structuring and Operating Family Limited Partnerships: Asset Protection and Income Tax Reduction Shifting Income Tax Burden to Lower-Taxed Family

More information

Tax Strategies for Real Estate LLC and LP Agreements: Capital Commitments, Tax Allocations, Distributions, and More

Tax Strategies for Real Estate LLC and LP Agreements: Capital Commitments, Tax Allocations, Distributions, and More Presenting a live 90-minute webinar with interactive Q&A Tax Strategies for Real Estate LLC and LP Agreements: Capital Commitments, Tax Allocations, Distributions, and More Structuring Provisions to Achieve

More information

Structuring Commercial Loan Documents to Protect Non-Affiliated Lenders

Structuring Commercial Loan Documents to Protect Non-Affiliated Lenders Presenting a live 90-minute webinar with interactive Q&A Structuring Commercial Loan Documents to Protect Non-Affiliated Lenders Negotiating and Drafting Provisions Involving Loan Buybacks, Additional

More information

for Landlords and Tenants Negotiating Insurance, Indemnity and Mutual Waiver of Subrogation Provisions

for Landlords and Tenants Negotiating Insurance, Indemnity and Mutual Waiver of Subrogation Provisions Presenting a live 90 minute webinar with interactive Q&A Commercial Leases: Risk Mitigation Strategies for Landlords and Tenants Negotiating Insurance, Indemnity and Mutual Waiver of Subrogation Provisions

More information

Structuring Credit Facilities for Private Equity Funds: Subscription, NAV and Hybrid Loans

Structuring Credit Facilities for Private Equity Funds: Subscription, NAV and Hybrid Loans Presenting a live 90-minute webinar with interactive Q&A Structuring Credit Facilities for Private Equity Funds: Subscription, NAV and Hybrid Loans THURSDAY, DECEMBER 7, 2017 1pm Eastern 12pm Central 11am

More information