AttorneysEd Center

This program will focus on ten typical merger and acquisition considerations for private companies and the impact of COVID on benefits aspects of a transaction. The below is a list of topics that we would explore in further detail. • COVID-19 specific representations in transaction documents • General Representation and Warranty Deal Concerns and Traps for the Unwary • Addressing the Federal Workers’ Adjustment and Retraining Notification (WARN) Act in Transaction Documents • Furloughed Employees • Dealing With Employees on COBRA • Continuation of Benefit Plans and Onboarding of Employees • Comparable Compensation and Benefits • Treatment of Seller 401(k) and Other Retirement Plans • Section 280G and Reduced Compensation Due to Covid-19 • Treatment of Outstanding Equity Awards

Attorneys have an ethical obligation to plan ahead for continued client service and potential matter transition - a responsibility with heightened importance in our uncertain times. This program will review the Rules of Professional Conduct requiring preparedness, and then focus on practical suggestions and steps attorneys can take to fulfill their obligations to their clients. Learning Objectives: Review the relevant Rules of Professional Conduct requiring attorneys to be prepared to transition their matters and responsibilities – in particular: • Model Rule 1.3 • Model Rule 1.4 • Model Rule 3.2 • Model Rule 1.16(d) • Identify when and to whom the obligation to plan ahead for transitioning applies • Discuss practical steps attorneys can take in their daily practice to be prepared

As COVID-19 continues to threaten public health, worldwide, and serves as a major concern for individuals, questions surrounding the health of those interacting with the public, on a daily basis, are at the forefront of our discourse. This begs the question: Is a statement falsely advising that a person has contracted COVID-19 defamatory? This program will examine the elements required to maintain a claim for defamation in the context of COVID-19. The discussion will examine the challenges of proving whether a person has been defamed, examine the history of the loathsome disease category of defamation per se and its applicability to COVID-19 and damages associated with a statement regarding a person contracting COVID-19. Participants will gain an understanding of the legal elements required to prove a claim for defamation as well as the hurdles to prevail on such a claim as it relates to the pandemic.

The Securities and Exchange Commission’s Whistleblower Program was created in 2010 to assist the SEC in discovering securities law violations by providing incentives for individuals to report possible violations. The Program has been successful; to date, the SEC has received tens of thousands of whistleblower tips, resulting in more than $2 billion in monetary sanctions, and has awarded more than $700 million to whistleblowers whose tips resulted in enforcement actions. On September 23, 2020, the SEC voted to amend the Program’s rules in order “to provide greater clarity to whistleblowers and increase the program’s efficiency and transparency.” The amendments—effective December 7, 2020—include changes to the way the SEC determines awards, changes that streamline the process for submitting and evaluating tips, and clarifies various definitions. The changes may incentivize whistleblowers to report possible securities law violations, and companies should ensure that their internal whistleblower policies are current and provide adequate internal processes for

This program provides an update on the law, risks, and challenges in hiring top executives from the competition. We will provide a legislative update on the changing state law regarding non-compete agreements. We will cover some of the business trends we have been seeing and the legal and financial risks of those business strategies. We will touch on how the pandemic has highlighted some of the more difficult issues in placing valuable relationships and information in the hands of third parties. We will highlight cases we are watching in California and an interesting trend in the analysis courts apply to enforcing confidentiality agreements. We will close with some practical tips and tricks to help add value to the business and its talent acquisition and hiring strategies.

Lawyers, both in practice and business settings, are increasingly communicating via blogs and other forms of social media, such as LinkedIn and Facebook. This programs looks at the ethical parameters that apply to posting information through these vehicles. We explore the range of obligations to maintain the confidentiality of prospective, current and past clients, under ABA Model Rules 1.18, 1.6 and 1.9, when blogging or using other forms of social media. We look at the circumstances under which ghostwritten blogs may be permissible, focusing on Model Rule 7.1. We consider whether blogs are advertisements governed by Model Rules 7.2 and 7.3, and look at cases setting out the criteria for making that determination. The program concludes by considering the possibility that the give and take in a social media post can form an attorney-client relationship.

Before the pandemic of 2020, contested custody disputes over how decisions are to be made between divorcing parents could generally be segregated into two buckets: (1) the “major” decisions, such as where to enroll a child in school, medical treatment, or whether or not to have a child treated by a therapist; and (2) the “routine daily decisions” – a sacred collection of day-to-day decisions that a divorced parent could make on his or her own without needing to seek the consent of the other parent. After the Covid-19 outbreak, the once, seemingly defined bucket of “routine daily decisions” has become a gray area. New York courts faced with making a determination about custody must consider the “best interests of the child”. Making that determination after the pandemic presents a host of new challenges. What was once taken for granted – taking your child to socialize with a friend, taking your child to school, or

The program will discuss the general rights and challenges for owners of businesses as to risk of litigation disputes with their partners. The program, which focuses on Florida law, will discuss various options on being proactive in anticipation of avoiding long and expensive litigation based on certain actions businesses and their partners can take. The program will also touch on the rights of individuals and businesses when litigation ensues. This proactive versus reactive discussion will endeavor to educate attorneys and businessmen and women alike, from the prospective of a business litigator, on how protecting a business in anticipation of problems, much like buying insurance, is often better in lieu of ignoring possibilities and finding oneself in substantial litigation.

While employers battle confusing and ever changing COVID-19 shutdown orders, monitor employee health and pandemic-related conduct and try to keep their businesses afloat, U.S. immigration authorities continue to conduct worksite enforcement actions including I-9 audits; immigration-related discrimination investigations; and H, L and F visa site visit checks. Audits can result in civil fines, back-pay awards, disgorgement of profits and revocation of visa application approvals. In this one hour webinar, attorneys will learn I-9 compliance and immigration-related discrimination basics, best practices for site visits and how attorneys can assist employers in responding to I-9 audits, and immigration-related discrimination investigations.

When prosecution is wrongly permitted to vouch for a cooperating witness by the misuse of an agreement it had entered into with a government witness. Listen in as Jay Goldberg discusses the problems and remedies to assure a fair trial.