Operating agreements for multi-member LLCs are complex documents that set the guidelines for how major decisions will be made and how disputes will be resolved among members. An optimal agreement will achieve the goals of the LLC’s members regarding, among other things, fiduciary, succession, tax, and management issues. Are you properly advising your clients on creating operating agreements that effectively anticipate and address these issues?

Drafting a legal opinion requires specialized due diligence and legal research, often while under a tight time constraint as the clock ticks and the pressure builds to get the deal finalized. Careful consideration must be given to ensure that the information detailed in the legal opinion letter is not only in accordance with the sometimes vague rules of customary practice, but also does not render an opinion that could mislead the recipient.

Congress is working to make the favorable Tax Cuts and Jobs Act (TCJA) provisions permanent. The TCJA substantially reduced the rate of federal corporate income tax on C corporations relative to pass through entity owners. In addition, §199A provided a limited deduction narrowing the differential between C corporations and pass through entities but restricted relief to non-service businesses and included a ceiling limit. Other favorable TCJA aspects some hope to see extended include exit strategies for owners of C corporations in start-ups and non-service sectors, such as capital gains exclusions under §1202 or reinvestment deferrals under §1045—benefits largely unavailable to unincorporated business owners. With a possible TCJA extension (one that could include last-minute add-ons) and a summer Budget Reconciliation Bill prospect, now is the opportune time to assess the tax implications of entity selection and conversions. This webcast will cover need-to-know tax considerations and strategies for conversions large and small - register today!

Recent amendments to the Delaware General Corporation Law represent the most extensive changes to Delaware corporate law in decades. Designed to reduce the instance of shareholder litigation and defer to the decisions of independent directors and disinterested stockholders, these amendments have far-reaching implications not just for Delaware corporate practice, but also for corporate practice across the country.

As companies pursue mergers and acquisitions, they gain not only new assets and market opportunities but also inherit the cybersecurity vulnerabilities of the acquired entities. These may include outdated IT infrastructure, improperly managed data, or weak security protocols—any of which can create serious exposure to cyber threats. This includes how the target company collects, retains, and manages personal data, which can present, additional layers of risk. Overlooking cybersecurity and data privacy risks during M&A due diligence can leave both the buyer and its financiers vulnerable to significant consequences, including reduced revenues, profits, market value, competitive standing, and brand reputation. Thoroughly assessing cybersecurity and data privacy risks during due diligence is critical to preventing the fallout from a post-acquisition breach. Buyer’s counsel should identify and address these risks at every stage of the deal lifecycle—from the initial evaluation of the target company, through contract negotiation and drafting, to closing. Similarly, counsel overseeing the financing of deal on behalf of lenders should carefully review the buyer’s diligence materials, both to identify potential exposure and to inform decisions around risk mitigation strategies, including the possible procurement of insurance.

Well-negotiated terms and conditions are essential to the success of any merger or acquisition. Tax considerations often play a pivotal role in the negotiation, structuring, and finalization of these transactions. When drafting the purchase agreement and related deal documents, it is critical that counsel thoroughly understand the tax implications of the proposed transaction. This knowledge is key to securing optimal tax outcomes for clients and ensuring that tax indemnification provisions are properly included to safeguard their interests.

Supply agreements are the backbone of supply chains, which are essential to business operations. Any disruption can severely impact inventory, production, and sales. These agreements aim to minimize uncertainty in the flow of raw materials and finished products by mitigating risks associated with disruptions and nonperformance. However, their effectiveness depends on well-crafted risk allocation provisions, such as indemnification, force majeure, termination clauses – and, most recently, the implications of tariffs on new and existing agreements.

Session 2: Nonprofit Law: Year in Review Session 3: Diversity, Equity, Inclusion & Belonging (DEIB) for Nonprofit Lawyers Year in Review – Current status of proposed updates to donor-advised fund regulations and how they may affect nonprofit clients; Changes that may be on the horizon for nonprofits in light of the 2024 presidential election; Significant updates from this year that nonprofit attorneys need to know Diversity, Equity, Inclusion & Belonging (DEIB) for Nonprofit Lawyers – How DEIB efforts in nonprofits have been impacted by the U.S. Supreme Court’s recent affirmative action decisions and their aftermath; Initiatives being taken by nonprofits that are consistent with this new legal landscape Labor & Employment Law for Nonprofits – The latest developments in employment and labor law: learn how they may uniquely impact nonprofit organizations, and how to mitigate risk and spot legal issues in today’s political and cultural climate – Wage and hour decisions and considerations; FLSA compliance: compensation and employee classification; pay transparency laws; multi-state employer legal considerations; employee rights, the NLRB and unionization efforts; and the impact of the U.S. Supreme Court’s affirmative action decisions on labor and employment issues Fiscal Sponsorships – Fiscal sponsorships can assist unincorporated and non-exempt entities in raising charitable dollars. Hear about the benefits and drawbacks to entering into a fiscal sponsor relationship, and learn the key provisions needed for a solid fiscal sponsor agreement. The panelists also discuss the primary legal issues that may arise at the conclusion of fiscal sponsorship and how to address them. Real Property Law Considerations for Nonprofits – Many nonprofit organizations hold or are gifted real property. Learn about relevant real property considerations for nonprofit organizations, including the Massachusetts charitable property tax exemption, the Dover Amendment, and ch

Session 4: Labor & Employment Law for Nonprofits Session 5: Fiscal Sponsorships Year in Review – Current status of proposed updates to donor-advised fund regulations and how they may affect nonprofit clients; Changes that may be on the horizon for nonprofits in light of the 2024 presidential election; Significant updates from this year that nonprofit attorneys need to know Diversity, Equity, Inclusion & Belonging (DEIB) for Nonprofit Lawyers – How DEIB efforts in nonprofits have been impacted by the U.S. Supreme Court’s recent affirmative action decisions and their aftermath; Initiatives being taken by nonprofits that are consistent with this new legal landscape Labor & Employment Law for Nonprofits – The latest developments in employment and labor law: learn how they may uniquely impact nonprofit organizations, and how to mitigate risk and spot legal issues in today’s political and cultural climate – Wage and hour decisions and considerations; FLSA compliance: compensation and employee classification; pay transparency laws; multi-state employer legal considerations; employee rights, the NLRB and unionization efforts; and the impact of the U.S. Supreme Court’s affirmative action decisions on labor and employment issues Fiscal Sponsorships – Fiscal sponsorships can assist unincorporated and non-exempt entities in raising charitable dollars. Hear about the benefits and drawbacks to entering into a fiscal sponsor relationship, and learn the key provisions needed for a solid fiscal sponsor agreement. The panelists also discuss the primary legal issues that may arise at the conclusion of fiscal sponsorship and how to address them. Real Property Law Considerations for Nonprofits – Many nonprofit organizations hold or are gifted real property. Learn about relevant real property considerations for nonprofit organizations, including the Massachusetts charitable property tax exemption, the Dover Amendment, and choice of entity considerations. Updates

Session 6: Real Property Law Considerations for Nonprofits Session 7: Updates from the Massachusetts Attorney General’s Office Year in Review – Current status of proposed updates to donor-advised fund regulations and how they may affect nonprofit clients; Changes that may be on the horizon for nonprofits in light of the 2024 presidential election; Significant updates from this year that nonprofit attorneys need to know Diversity, Equity, Inclusion & Belonging (DEIB) for Nonprofit Lawyers – How DEIB efforts in nonprofits have been impacted by the U.S. Supreme Court’s recent affirmative action decisions and their aftermath; Initiatives being taken by nonprofits that are consistent with this new legal landscape Labor & Employment Law for Nonprofits – The latest developments in employment and labor law: learn how they may uniquely impact nonprofit organizations, and how to mitigate risk and spot legal issues in today’s political and cultural climate – Wage and hour decisions and considerations; FLSA compliance: compensation and employee classification; pay transparency laws; multi-state employer legal considerations; employee rights, the NLRB and unionization efforts; and the impact of the U.S. Supreme Court’s affirmative action decisions on labor and employment issues Fiscal Sponsorships – Fiscal sponsorships can assist unincorporated and non-exempt entities in raising charitable dollars. Hear about the benefits and drawbacks to entering into a fiscal sponsor relationship, and learn the key provisions needed for a solid fiscal sponsor agreement. The panelists also discuss the primary legal issues that may arise at the conclusion of fiscal sponsorship and how to address them. Real Property Law Considerations for Nonprofits – Many nonprofit organizations hold or are gifted real property. Learn about relevant real property considerations for nonprofit organizations, including the Massachusetts charitable property tax exemption, the Dover Amendment, a