Advanced Business Contracts: Secrets Only the Top Attorneys Know...

Agenda / Content Covered

1. Sophisticated Negotiation Strategies: Secrets Only the Great Lawyers Know
   9:00 — 10:00, Neal Jacobs
   1. Scorched Earth Approach vs. Conciliatory Approach
   2. Multi-Party Negotiations
   3. What to do When Negotiations Fail - Advanced Tips
   4. How to Strategically Push Beyond the Impasse
   5. How to Anticipate Responses and Effectively Counter
   6. Costly Mistakes Attorneys Commonly Make During Negotiations
   7. Negotiating Ambiguities, Unclear Provisions, and Clauses
   8. Advanced Negotiations - Cutting-Edge Techniques
2. Complex Contract Dispute Issues and Remedies
   10:00 — 11:00, Neal Jacobs
   1. Advanced Drafting Techniques of Arbitration Clauses
   2. Picking Your Battles: Claims Between Owners vs. Designers, vs. General Contractors, Subcontractors, and Suppliers
   3. Advanced Remedies for Breach
   4. Large Multiparty Contract Dispute Do's and Don'ts
   5. Who's Responsible? Recent Case Law and Current Trends
3. Covering Your Tail and Strategically Negotiating Risk: Indemnification, Limitations of Liability, and Insurance
   11:15 — 12:15, Delia Bouwers Bianchin
   1. Duties to Defend, Indemnify, and Hold Harmless (Enforceability Issues)
   2. Effective Indemnification Provisions (w/ Examples)
   3. Sophisticated Drafting Tips
   4. High-Level Review Techniques
   5. Top Mistakes Made by Attorneys During Negotiations
   6. Availability of Recovery under Common Law Indemnity and Contribution Theories
   7. How to Strategically Negotiate Liability Limitation Provisions
   8. Statutory and Public Policy Constraints to Indemnity and Risk Allocation
   9. Insurance Clauses That Work
   10. Case Law Review and Real-World Examples
4. Evading Enforceability Issues and Effectively Negotiating Conditions
   1:15 — 2:15, Daniel Bernheim
   1. Boilerplate Integration Clause Examination
   2. Severability Clauses - Pitfalls to Avoid
   3. Real-Life Examples of Confidentiality Clauses
   4. Top Mistakes Made in Non-Compete Clauses
   5. Use of Set Liquidated Damages to Deter Breach of Non-Compete
5. The Refined Art of Bargaining Price, Adjustments, and Payment in Agreements
   2:15 — 3:15, Jacklyn Fetbroyt
   1. Sample Review of Real-World Language and Clauses
   2. Articulating Formulas That all Parties Agree to
   3. Sophisticated Purchase Price Negotiations
   4. Price Adjustment Negotiation and Re-Negotiation Strategies
   5. Push-Back on Price/Price Adjustments
   6. What to do When Negotiations Come to a Halt
   7. Holdback "Hitches"
   8. Critical Tax Considerations and Allocation Issues
   9. Payment by Stock or Promissory Note - Do's and Don'ts
   10. Case Law Review
6. Ethics for the Contract Attorney
   3:30 — 4:30, Delia Bouwers Bianchin
   1. Attorney Fees
   2. Due Diligence
   3. Using Boilerplate Provisions
   4. Role of Lawyers in Negotiations
   5. Amendments and Waivers on Behalf of Your Client

Accreditation Details:

Daniel S Bernheim III is a shareholder with the law firm of Wilentz, Goldman & Spitzer P.A., and he serves as the managing partner of the firm's Philadelphia office where his practice is devoted to commercial litigation with a concentration in bankruptcy, creditors' rights, lender liability and negotiable instruments. He has been trial counsel in a number of matters with published opinions concerning Federal Consumer protection laws including the Fair Debt Collection Practices Act, Truth in Lending Act and Equal Credit Opportunity Act. He also has served as an expert witness on behalf of law firms accused of violating these acts. Mr. Bernheim is a member of the Philadelphia and American bar associations, the Trial Lawyers Association of America and the Pennsylvania Trial Lawyers Association. He earned his B.A degree from the University of Pennsylvania, his J.D. degree from Villanova University and was a member of the first LL.M. degree class in Trial Advocacy from Temple University.

Delia Bouwers Bianchin is an attorney at OGC Law, LLC. Ms. Bianchin has two decades of high level experience practicing law. For the first half of her career, she focused in complex commercial litigation at two large prominent law firms in Pittsburgh and the second half as in-house counsel for a diversified contract manufacturing company and for a dynamic start-up. In her first ten years of practice, she practiced complex commercial litigation at the both K&L Gates (formerly Kirkpatrick & Lockhart LLP) and Eckert Seamans Cherin & Mellott LLC. She then joined Penn United Technologies, Inc. and for 10 years, held the position of general counsel for the diversified, international precision tool and die manufacturing company based in Cabot, Pennsylvania. She received her B.A. degree in English from Calvin College and her J.D. degree from the University of Pittsburgh School of Law, where she served as the editor-in-chief of the Journal of Law and Commerce and the research editor for the University of Pittsburgh Law Review. Ms. Bianchin is actively involved in community affairs and currently serves on the national Christian Legal Society Board and is the founding president of the Western Pennsylvania Chapter of the Christian Legal Society. She is a member of the Butler County, Allegheny County and Pennsylvania bar associations.

 

Jacklyn Fetbroyt is a member of Kang Haggerty & Fetbroyt LLC. She specializes in counseling companies and business owners through all stages of their ventures from conception to dissolution, assisting her business clients in all of their needs for maintenance and growth, and represents her business clients in negotiating and documenting various transactions (including real estate or other property acquisitions, leases, master client/customer and vendor/supply agreements, etc.). And, should the business venture end, Ms. Fetbroyt works with her clients to ensure that the dissolution and wind up process is as smooth as possible. She also handles dispute resolution with the goal of resolving an issue thoroughly and efficiently so that her clients can get back to what they do best-run a business. When necessary, Ms. Fetbroyt will zealously represent her clients in commercial litigation matters, including business owner disputes, breaches of fiduciary duties, contract disputes, and other business torts, such as business fraud and wrongful interference with business relationships. Ms. Fetbroyt is admitted to practice in both New Jersey and Pennsylvania. She earned her B.A. degree from The Pennsylvania State University and her J.D. degree from Rutgers School of Law-Camden.

Neal A Jacobs is the managing attorney and firm founder of the Jacobs Law Group PC. Mr. Jacobs' practice is focused on complex corporate, business and litigation matters. He devotes particular attention to privately held companies and their shareholder and member relations. Mr. Jacobs focuses on complex corporate matters involving the interplay of the rights and obligations of management and the various classes of equity holders and lenders and others. He is a member of the Philadelphia, New Jersey State and Pennsylvania bar associations; as well as the Pennsylvania Trial Lawyers Association. Mr. Jacobs earned his B.S. degree in economics from Cook College, Rutgers University. He earned his J.D. degree, with honors, from Rutgers University School of Law, Camden.