Course1

2023 Year End Review - Day One

$175.00
  • Instructor(s):  OBA CLE Department

2023 Year End Review – Day One  Program Moderator  Gigi McCormick, Oklahoma Bar Association, Director of Educational Programs   8:30 a.m.  Registration and Continental Breakfast     9:00 a.m.   Exploring the 8 Dimensions of Wellness (Ethics) Nanci Cosby, A Chance to Change, Oklahoma City ~Sponsored by Lawyers Helping Lawyers~    9:50 a.m.   Break    10:00 a.m.  Bankruptcy Law Update  Brandon Bickle, Gable Gotwals, Tulsa    10:50 a.m.  Break    11:00 a.m.  Cannabis Law Update  Amber Peckio Garrett, Amber Law Group, Tulsa       11:50 a.m.  Networking lunch (included in registration)    12:30 p.m.   Criminal Law Update  Barry L. Derryberry, First Assistant Federal Defender, Tulsa    1:20 p.m.  Break    1:30 p.m.  Health Law Update Maggie Martin, Chief Legal Officer, Oklahoma Hospital Association, Oklahoma City   2:20 p.m.  Break    2:30 p.m.  Oklahoma Tax Law Update  Rachel Mathew, Partner, Polston Tax Resolution & Accounting    3:20 p.m.  Adjourn        Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.   

  • On-Demand
    Format
  • 305
    Min.
  • 12/31/25
    Avail. to
  • DETAILS
Course1

Closely Held Company Merger & Acquisitions, Part 1

$85.00
  • Instructor(s):  Daniel G. Straga, Molly Merritts

Closely Held Company Merger & Acquisitions, Part 1 Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1: Confidentiality considerations in the sale and negotiation process Due diligence – financial, operational and workforce red flags Stock v. asset transactions and forms of consideration – cash v. equity Valuation of closely held companies in an illiquid market Use or of “earnouts” to bridge the gap in valuation Day 2: Reps, warranties, indemnity and basket issues common to closely held companies Successor liability concerns where assets are transferred Asset transfer issues – intangible assets, including intellectual property Transition issues – management, employees, business relationship, contract issues Escrow and post-closing issues   Speakers: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.  Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School. Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  Ms. Merritt earned her B.S. from the University of Maryland, and her J.D. from the University of Virginia School of Law.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • On-Demand
    Format
  • 60
    Min.
  • 5/8/26
    Avail. to
  • DETAILS
Course1

Closely Held Company Merger & Acquisitions, Part 2

$85.00
  • Instructor(s):  Daniel G. Straga, Molly Merritts

Closely Held Company Merger & Acquisitions, Part 2 Mergers and buyouts of closely held companies are complex, multifaceted processes.  Agreeing on a valuation can be very difficult because there is no regular market of buyers and sellers and information on comparable sales is scarce. Closely held companies are typically structured to benefit a few shareholders, often members of a family, and require their financial statements to be normalized. There can also be substantial issues of liability, including successor liability in asset deals, requiring carefully crafted reps and warranties. Confidentiality is often essential in these transactions as sellers try not to unsettle existing commercial relationships and employees. This program will provide you with a practical guide to major planning and drafting considerations in the mergers and buyouts of closely held companies.   Day 1:          Confidentiality considerations in the sale and negotiation process          Due diligence – financial, operational and workforce red flags          Stock v. asset transactions and forms of consideration – cash v. equity          Valuation of closely held companies in an illiquid market          Use or of “earnouts” to bridge the gap in valuation   Day 2:          Reps, warranties, indemnity and basket issues common to closely held companies          Successor liability concerns where assets are transferred          Asset transfer issues – intangible assets, including intellectual property          Transition issues – management, employees, business relationship, contract issues          Escrow and post-closing issues   Speaker: Daniel G. Straga is a partner in the Washington, D.C. office of Venable, LLP, where he counsels companies on a wide variety of corporate and business matters across a range of industries. He advises clients on mergers and acquisitions, capital raising, venture capital, and governance matters.  He also have extensive experience in private equity and cross-border transactions.  Mr. Straga earned his and his B.A. from the University of Delaware and his J.D. from the George Washington University Law School.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  Ms. Merritt earned her B.S. from the University of Maryland, and her J.D. from the University of Virginia School of Law.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials. 

  • On-Demand
    Format
  • 60
    Min.
  • 5/9/26
    Avail. to
  • DETAILS
Course1

Defending Against IRS Audits of Closely Held Companies, Part 1

$85.00
  • Instructor(s):  Stephen J. Turanchik, Lydia Turanchik

Defending Against IRS Audits of Closely Held Companies, Part 1 This program will provide you with a practical guide to defending closely held businesses and owners against IRS audits and collection activity. The program will discuss counseling clients about what to expect in the process and preparing their documentation for review.  It will also cover assessing their potential liability and preparing strategies accordingly.  The differences between income and employment tax issues will also be covered. This program will provide you with real world guide to defending against IRS audit and collection activity of closely held companies.  Day 1: Ascertaining the IRS’s goals and determining a reasonable range of settlements Types of settlements and IRS settlement standards Appeals process and rates of success at each level Negotiating an audit settlement in anticipation of collections Collections process, defenses, and forms of penalty   Day 2: Counseling clients about the scope and nature of IRS collection activity IRS use of asset freezes – cash and liquid assets Liens and levies – and how to obtain releases Obtaining injunctive relief from collection activity Interrelationship of bankruptcy law and collection activity   Speakers: Stephen J. Turanchik is an attorney in the Los Angeles office of Paul Hastings, LLP, where his practice focuses on tax litigation at the state and federal levels as well as tax controversy work at the administrative levels. Before entering private practice, he is previously litigated for six years for the U.S. Department of Justice, Tax Division, where he litigated over 300 tax cases in federal, bankruptcy, state and probate court. He has also lectured at Loyola Law School and California State University, Fullerton on topics relating to tax litigation and is chair-elect of the executive committee of the Los Angeles Bar Association’s Tax Section. Mr. Turanchik received his B.A. from the College of the Holy Cross, his J.D. from Fordham University School of Law, and his LL.M. in Taxation from New York University School of Law. Lydia Turanchik is a partner in the Los Angeles office of Nardiello Turanchik, LLP, where her practice focuses on tax litigation and controversy matters against the United States Department of Justice, the Internal Revenue Service, and state tax agencies.  She has handled tax disputes at all levels, including audit, appeal, settlement, litigation and collection.  Before entering private practice, she was a trial attorney with the U.S. Department of Justice’s Tax Division in Washington, D.C.  Ms. Turanchik earned her B.A. from Tufts University, J.D. from Vermont Law School, and her LL.M. from Boston University.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • On-Demand
    Format
  • 60
    Min.
  • 9/18/26
    Avail. to
  • DETAILS
Course1

Defending Against IRS Audits of Closely Held Companies, Part 2

$85.00
  • Instructor(s):  Stephen J. Turanchik, Lydia Turanchik

Defending Against IRS Audits of Closely Held Companies, Part 2 This program will provide you with a practical guide to defending closely held businesses and owners against IRS audits and collection activity. The program will discuss counseling clients about what to expect in the process and preparing their documentation for review.  It will also cover assessing their potential liability and preparing strategies accordingly.  The differences between income and employment tax issues will also be covered. This program will provide you with real world guide to defending against IRS audit and collection activity of closely held companies.  Day 1: Ascertaining the IRS’s goals and determining a reasonable range of settlements Types of settlements and IRS settlement standards Appeals process and rates of success at each level Negotiating an audit settlement in anticipation of collections Collections process, defenses, and forms of penalty Day 2: Counseling clients about the scope and nature of IRS collection activity IRS use of asset freezes – cash and liquid assets Liens and levies – and how to obtain releases Obtaining injunctive relief from collection activity Interrelationship of bankruptcy law and collection activity   Speakers: Stephen J. Turanchik is an attorney in the Los Angeles office of Paul Hastings, LLP, where his practice focuses on tax litigation at the state and federal levels as well as tax controversy work at the administrative levels. Before entering private practice, he is previously litigated for six years for the U.S. Department of Justice, Tax Division, where he litigated over 300 tax cases in federal, bankruptcy, state and probate court. He has also lectured at Loyola Law School and California State University, Fullerton on topics relating to tax litigation and is chair-elect of the executive committee of the Los Angeles Bar Association’s Tax Section. Mr. Turanchik received his B.A. from the College of the Holy Cross, his J.D. from Fordham University School of Law, and his LL.M. in Taxation from New York University School of Law. Lydia Turanchik is a partner in the Los Angeles office of Nardiello Turanchik, LLP, where her practice focuses on tax litigation and controversy matters against the United States Department of Justice, the Internal Revenue Service, and state tax agencies.  She has handled tax disputes at all levels, including audit, appeal, settlement, litigation and collection.  Before entering private practice, she was a trial attorney with the U.S. Department of Justice’s Tax Division in Washington, D.C.  Ms. Turanchik earned her B.A. from Tufts University, J.D. from Vermont Law School, and her LL.M. from Boston University.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • On-Demand
    Format
  • 60
    Min.
  • 9/19/26
    Avail. to
  • DETAILS
Course1

Drafting LLC Operating Agreements, Part 1

$85.00
  • Instructor(s):  Paul Kaplun

Drafting LLC Operating Agreements, Part 1 LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability.  The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions.  Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements. Day 1:        Drafting the most important provisions of LLC operating agreements        Planning for different types of capital contributions – capital v. services, current contributions v. future capital calls        Management provisions depending on whether the LLC is member-managed v. manger-managed LLCs        Fiduciary duties of members, modifications, and the “LLC opportunity doctrine”        Restrictions on transfers of capital and profits interests        Relationship between tax allocation and property distribution provisions, including IRC Section 704(b) accounting   SPEAKER: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.         Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials. 

  • On-Demand
    Format
  • 60
    Min.
  • 12/5/25
    Avail. to
  • DETAILS
Course1

Drafting LLC Operating Agreements, Part 2

$85.00
  • Instructor(s):  Paul Kaplun

Drafting LLC Operating Agreements, Part 2 LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability.  The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions.  Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements. Day 2:        Drafting allocation provisions for maximum tax benefit and to secure the safe harbor        How “payments to member” (not distributions) are treated for financial v. tax purposes        Drafting ordinary distributions, minimum tax distributions, waterfall distributions, liquidating distributions        Rights of first refusal, rights of first offer, buy-sell provisions – understanding the alphabet soup of exit alternatives        Liquidations of the entity and sale of an individual member’s interests   SPEAKER: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.         Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials. 

  • On-Demand
    Format
  • 60
    Min.
  • 12/6/25
    Avail. to
  • DETAILS
Course1

E-Commerce Tax: Issues When Your Client Sells Goods or Services Online

$85.00
  • Instructor(s):  Michael Lehmann

E-Commerce Tax: Issues When Your Client Sells Goods or Services Online Anytime your client’s business sells goods online, they may be required to calculate, collect and remint sales and use taxes for the buyer’s state. If the business sells nationally, they are potentially liable for collecting taxes in more than 7,000 taxing jurisdictions nationwide, even if they have no physical presence in those jurisdictions and markets.  As e-commerce become easier and more cost effective, the tax compliance part becomes far more difficult, especially have the U.S. Supreme Court’s recent seminal decision in South Dakota v. Wayfair.  This program will provide you a practical guide to your client’s sale and use tax compliance obligations when they sell goods on the Internet. New world of state and local sales taxes on the Internet after South Dakota v. Wayfair How physical presence is not required to trigger a state’s taxing jurisdiction Activities that subject a remote seller to a state’s taxing jurisdiction “Cookie laws,” the Cloud, and other digital bases for nexus Understanding the financial, civil and potentially criminal risks of non-compliance Best practices for state and local tax compliance in an uncertain environment   Speakers: Michael Lehmann is a partner in the New York office of Dechert, LLP, where he specializes in tax issues related to non-profits and in the tax treatment of cross-border transactions.  He advises hospitals and other health care providers, research organizations, low-income housing developers, trade associations, private foundations and arts organizations.  He advises clients on obtaining and maintaining tax-exempt status, executive compensation, reorganizations and joint ventures, acquisitions, and unrelated business income planning.        Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • On-Demand
    Format
  • 60
    Min.
  • 3/11/27
    Avail. to
  • DETAILS
Course1

Generation Skipping Transfer Tax: Planning Opportunities and Mistakes

$85.00
  • Instructor(s):  TBD

Generation Skipping Transfer Tax: Planning Opportunities and Mistakes This session provides a deep dive into the intricacies of the generation skipping transfer tax (GSTT), focusing on strategies to maximize tax efficiency while avoiding common planning mistakes. From understanding the core principles of GSTT to leveraging exemptions and trusts, this program offers tools to navigate the complexities of wealth transfer planning. Whether you're advising high-net-worth clients or managing family trusts, this session will provide actionable guidance. An overview of GSTT rules, exemptions, and exclusions. Strategic use of trusts to minimize GSTT liability. Common drafting mistakes and how to avoid them. Recent regulatory developments and their implications. Practical examples of GSTT planning in action.   Speakers: TBD       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • On-Demand
    Format
  • 60
    Min.
  • 4/8/27
    Avail. to
  • DETAILS
Course1

Planning with Single Member LLCs, Part 1

$85.00
  • Instructor(s):  Paul Kaplun & Elizabeth Fialkowski Stieff

Planning with Single Member LLCs, Part 1 Single Member LLCs are among the most flexible vehicles in business and real estate transactions.  Creatures of state law, they are “nothing” for federal income tax purposes.  They can be used to minimize tax and liability with maximum organizational flexibility. They may be used in conjunction with S Corps and general partnerships in business and real estate transactions. But there are also substantial limits and traps.  Among the traps is that their limited liability can be pierced more easily through equitable doctrines to personal liability. There are also many potential tax traps.  This program will provide you with a real-world guide to organizing and using Single Member LLCs in transactions. Day 1: Classification of LLCs for income tax purposes – what does “nothing” mean? Formation and organizational issues – how they differ from multi-member LLCs Relationship to S Corps – as owners, as subsidiaries, as Single Member LLCs themselves Single Member LLCs as charities or as property of charities – and gifting issues Merger and acquisition issues involving Single Member LLCs Series LLCs as an alternative to commonly owned Single Member LLCs Day 2: Changes in tax classification of Single Member LLCs Single Member LLCs and general partnerships – which may own which? Piercing the veil of a Single Member LLC Compensation issues and traps Use of charging orders against Single Member LLC distributions Use of SMLCCs in real estate transactions, including Like-Kind Exchanges State tax and excise tax overview   SPEAKERS:  Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center. Elizabeth Fialkowski Stieff is an attorney in the Baltimore, Maryland office of Venable, LLP, where her practice focuses on corporate advisory matters, including mergers, acquisitions, and joint ventures, as well as tax controversies.  Prior to joining Venable, she was an associate in corporate and securities practice at a national law firm, where she advised clients on a variety of federal and state tax issues.  Before entering private practice, she served as a judicial clerk to Judge L. Paige Marvel of the United States Tax Court.  Ms. Stieff earned her B.A. from John Hopkins University and her J.D. and LL.M. from Georgetown University Law Center.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • On-Demand
    Format
  • 60
    Min.
  • 10/2/26
    Avail. to
  • DETAILS
Course1

Planning with Single Member LLCs, Part 2

$85.00
  • Instructor(s):  Paul Kaplun & Elizabeth Fialkowski Stieff

Planning with Single Member LLCs, Part 2 Single Member LLCs are among the most flexible vehicles in business and real estate transactions.  Creatures of state law, they are “nothing” for federal income tax purposes.  They can be used to minimize tax and liability with maximum organizational flexibility. They may be used in conjunction with S Corps and general partnerships in business and real estate transactions. But there are also substantial limits and traps.  Among the traps is that their limited liability can be pierced more easily through equitable doctrines to personal liability. There are also many potential tax traps.  This program will provide you with a real-world guide to organizing and using Single Member LLCs in transactions. Day 1: Classification of LLCs for income tax purposes – what does “nothing” mean? Formation and organizational issues – how they differ from multi-member LLCs Relationship to S Corps – as owners, as subsidiaries, as Single Member LLCs themselves Single Member LLCs as charities or as property of charities – and gifting issues Merger and acquisition issues involving Single Member LLCs Series LLCs as an alternative to commonly owned Single Member LLCs Day 2: Changes in tax classification of Single Member LLCs Single Member LLCs and general partnerships – which may own which? Piercing the veil of a Single Member LLC Compensation issues and traps Use of charging orders against Single Member LLC distributions Use of SMLCCs in real estate transactions, including Like-Kind Exchanges State tax and excise tax overview   SPEAKERS:  Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center. Elizabeth Fialkowski Stieff is an attorney in the Baltimore, Maryland office of Venable, LLP, where her practice focuses on corporate advisory matters, including mergers, acquisitions, and joint ventures, as well as tax controversies.  Prior to joining Venable, she was an associate in corporate and securities practice at a national law firm, where she advised clients on a variety of federal and state tax issues.  Before entering private practice, she served as a judicial clerk to Judge L. Paige Marvel of the United States Tax Court.  Ms. Stieff earned her B.A. from John Hopkins University and her J.D. and LL.M. from Georgetown University Law Center.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • On-Demand
    Format
  • 60
    Min.
  • 10/3/26
    Avail. to
  • DETAILS
Course1

Sophisticated Choice of Entity, Part 1

$85.00
  • Instructor(s):  Paul Kaplun, Christopher Davidson

Sophisticated Choice of Entity, Part 1 Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.    Day 1: Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center. Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. Mr. Davidson received his B.A., summa cum laude, from the University of Maryland, his J.D. from the University of Maryland School of Law, and his LL.M. from New York University.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials. 

  • On-Demand
    Format
  • 60
    Min.
  • 2/2/26
    Avail. to
  • DETAILS
Course1

Sophisticated Choice of Entity, Part 2

$85.00
  • Instructor(s):  Paul Kaplun, Christopher Davidson

Sophisticated Choice of Entity, Part 2 Choosing the right entity for a closely held business is not only a choice in time but planning for long stretches of time and the likelihood of substantial change. Among those changes are changes in tax law, changes in the capital structure and ownership ranks of the company, and changes in business strategy. These and a multitude of other considerations often involve a sophisticated tradeoff of benefits and costs, balancing certainty with flexibility, in full knowledge that change is certain.  This program will provide you with a practical guide to sophisticated choice of entity considerations for closely held businesses.    Day 1: Impact of industry norms, investor expectations, and regulatory requirements Management and information rights, and the ability to restrict Fiduciary duties/liability of owners and managers, and the ability to modify these duties Economic rights – choosing among capital rights, income rights, tracking rights   Day 2: Anticipating liquidity events – sale of the company, liquidation of the company, new investors/members Planning for distributions of property Owner and employee fringe benefit considerations Impact of recent tax law changes, employment taxes, and SALT considerations   Speakers: Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP where he has an extensive corporate and business planning practice, and provides advisory services to emerging growth companies and entrepreneurs in a variety of industries. He formerly served as an Adjunct Professor of Law at Georgetown University Law Center, where he taught business planning.  Before entering private practice, he was a Certified Public Accountant with a national accounting firm, specializing in corporate and individual income tax planning and compliance.  Mr. Kaplun received his B.S.B.A., magna cum laude, from Georgetown University and J.D. from Georgetown University Law Center. Christopher Davidson is a partner in the Baltimore, Maryland office of Venable, LLP, where he advises clients on a wide variety of federal and tax matters, including in the areas of corporate formations, financings, and transactions.  His focus is on foreign and domestic tax matters for partnerships, LLCs, and corporations. He is a frequent contributor to professional tax journals. Mr. Davidson received his B.A., summa cum laude, from the University of Maryland, his J.D. from the University of Maryland School of Law, and his LL.M. from New York University.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials. 

  • On-Demand
    Format
  • 60
    Min.
  • 2/3/26
    Avail. to
  • DETAILS
Course1

Successor Liabilities in Business Transactions

$85.00
  • Instructor(s):  Bill Kelly

Successor Liabilities in Business Transactions It’s axiomatic that the sale of an asset does not carry with it the seller’s liabilities apart from any liability that may attach to the asset itself, such a lien. But there are substantial exceptions to this rule. In many instances, the asset buyer becomes liable, by operation of law, for the seller’s assets. If this liability arises, it can easily undo the basic economic assumptions of the parties entering the transaction. This program will provide you with a real world guide to identifying the risks of successor liability in transactions, including liability under common and statutory law, bankruptcy law, and discuss drafting techniques to reduce the risk of successor liability. Fact patterns giving rise to successor liability – business continuation, fraud, product line continuation, and more Buyer liability at UCC Article 9 foreclosure sales Successor liability under federal employment and environmental statutes and under state sales/use tax law Drafting techniques to limit or eliminate the risk of liability   Speaker: Bill Kelly is a founding member and managing partner of Kelly & Walker LLC with nearly 30 years’ experience in the areas of class action, commercial and employment litigation.  As national litigation counsel to several large companies, Bill has been lead trial counsel in over 18 states and U.S. territories.  Bill is an A/V Rated attorney in Martindale-Hubbell who has been listed as a Colorado Super Lawyer, a Top Lawyer in US News & World Report, and a leader in employment law by Chambers USA.  In a survey of Fortune 500 General Counsel, Bill has been named to BTI’s list of Client Service All Stars for 7 consecutive years.  Bill is a fellow of the Litigation Counsel of America Trial Lawyer’s Honor Society and a member of the International Association of Defense Counsel.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.

  • On-Demand
    Format
  • 60
    Min.
  • 3/19/27
    Avail. to
  • DETAILS
Course1

Tax Planning for Real Estate, Part 1

$85.00
  • Instructor(s):  Leon Andrew Immerman and Saba Ashraf

Tax Planning for Real Estate, Part 1 Tax issues in major real estate transactions – property development, long-term ownership, build-and-sell, like-kind exchanges – often drive the structures of these deals. If not properly considered, tax issues can also have a major adverse impact on the underlying economics of a deal.  The structure of a transaction can impact the timing and amount of gain, the treatment of losses (often very valuable to participants), and even the tax rate.  At every stage of a transaction, tax plays an important role.  This program will provide you with a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning, and advanced like-kind exchange issues.   Day 1:          Choice of entity considerations – contributions, distributions, and eventual sales          Acquiring property in a form to minimize taxes later          Understanding allocation and distribution provisions – layered allocations, target/forced allocations, built-in-gain (or loss) allocations          Understanding and drafting for continuing ownership, including capital shifts and other shifts in ownership          Deductions arising from non-recourse debt and minimum gain chargebacks   Day 2:          Advanced Like-Kind techniques for deferring gain on the disposition of property          Techniques for using partnerships – mixing bowl partnerships, freeze partnerships, leveraged acquisition partnerships          Installment sales and cross-purchase/redemption agreements          Capital gain tax planning and the 3.8% tax on net investment income   Speakers: Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section.  He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements).   Saba Ashraf is a partner in the Philadelphia office of Ballard Spahr, LLP and co-practice leader of the firm’s tax group. She advises clients worldwide on corporate and partnership taxation matters and has managed the tax aspects of a wide range of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. She handles the tax-related issues involved in mergers and acquisitions, joint ventures,  debt restructurings and loan workouts, and the tax aspects of REITs and investments in real estate.  She is past chair of the ABA Business Law Section’s Tax Committee.         Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials. 

  • On-Demand
    Format
  • 60
    Min.
  • 10/3/25
    Avail. to
  • DETAILS
Course1

Tax Planning for Real Estate, Part 2

$85.00
  • Instructor(s):  Leon Andrew Immerman and Saba Ashraf

Tax Planning for Real Estate, Part 2 Tax issues in major real estate transactions – property development, long-term ownership, build-and-sell, like-kind exchanges – often drive the structures of these deals. If not properly considered, tax issues can also have a major adverse impact on the underlying economics of a deal.  The structure of a transaction can impact the timing and amount of gain, the treatment of losses (often very valuable to participants), and even the tax rate.  At every stage of a transaction, tax plays an important role.  This program will provide you with a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning, and advanced like-kind exchange issues.   Day 1:          Choice of entity considerations – contributions, distributions, and eventual sales          Acquiring property in a form to minimize taxes later          Understanding allocation and distribution provisions – layered allocations, target/forced allocations, built-in-gain (or loss) allocations          Understanding and drafting for continuing ownership, including capital shifts and other shifts in ownership          Deductions arising from non-recourse debt and minimum gain chargebacks   Day 2:          Advanced Like-Kind techniques for deferring gain on the disposition of property          Techniques for using partnerships – mixing bowl partnerships, freeze partnerships, leveraged acquisition partnerships          Installment sales and cross-purchase/redemption agreements          Capital gain tax planning and the 3.8% tax on net investment income   Speakers: Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section.  He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements).   Saba Ashraf is a partner in the Philadelphia office of Ballard Spahr, LLP and co-practice leader of the firm’s tax group. She advises clients worldwide on corporate and partnership taxation matters and has managed the tax aspects of a wide range of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. She handles the tax-related issues involved in mergers and acquisitions, joint ventures,  debt restructurings and loan workouts, and the tax aspects of REITs and investments in real estate.  She is past chair of the ABA Business Law Section’s Tax Committee.         Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials.  

  • On-Demand
    Format
  • 60
    Min.
  • 10/4/25
    Avail. to
  • DETAILS
Course1

Taxation of Settlements & Judgments in Civil Litigation

$85.00
  • Instructor(s):  Stephen J. Turanchik

Taxation of Settlements & Judgments in Civil Litigation Two of the questions clients have about settlements are: Is the settlement taxable? And if so, how is the settlement treated for tax purposes?  The answers to these questions turn on the nature of the underlying claim(s) giving rise to the settlement.  Some settlements are taxed as ordinary income, subjecting income tax and employment tax withholding in certain instances.  Other types of settlements are taxable as capital gains. There are also questions related to the treatment of that portion of the settlement, if any, attributable to attorneys’ fees.  This program will provide you with a practical guide to the tax treatment of settlements in civil litigation.    How the underlying claim giving rise to a settlement determines its tax treatment Loss of income or gross business profit v. destruction of capital property Special treatment for physical injury Treatment of portion of settlement attributable to attorneys’ fees Income and employment tax withholding from settlements   Speaker: Stephen J. Turanchik is an attorney in the Los Angeles office of Paul Hastings, LLP, where his practice focuses on tax litigation at the state and federal levels as well as tax controversy work at the administrative levels. Before entering private practice, he is previously litigated for six years for the U.S. Department of Justice, Tax Division, where he litigated over 300 tax cases in federal, bankruptcy, state and probate court. He has also lectured at Loyola Law School and California State University, Fullerton on topics relating to tax litigation and is chair-elect of the executive committee of the Los Angeles Bar Association’s Tax Section. Mr. Turanchik received his B.A. from the College of the Holy Cross, his J.D. from Fordham University School of Law, and his LL.M. in Taxation from New York University School of Law.       Disclaimer:  All views or opinions expressed by any presenter during the course of this CLE is that of the presenter alone and not an opinion of the Oklahoma Bar Association, the employers, or affiliates of the presenters unless specifically stated. Additionally, any materials, including the legal research, are the product of the individual contributor, not the Oklahoma Bar Association. The Oklahoma Bar Association makes no warranty, express or implied, relating to the accuracy or content of these materials. 

  • On-Demand
    Format
  • 60
    Min.
  • 1/12/26
    Avail. to
  • DETAILS