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Allocating Operating Expenses in Commercial Real Estate Leases: Negotiating Strategies for Landlords and Tenants — August 4

Structuring Pass-Throughs, Exclusions, Gross-Up, and Expense Cap, and Other Operating Expense Provisions in Net and Gross Leases

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Universal Health Services v. Escobar: Avoiding Implied Certification Liability Under FCA
July 25 (in 2 days)

Pharma and Chemical Patent Applications: Meeting Written Description Requirement
July 26 (in 3 days)

Structuring Employee Severance Arrangements: Revisiting Code Section 409A and its Impact on Deferred Compensation
July 26 (in 3 days)

The Defend Trade Secrets Act of 2016: Leveraging the New Federal Framework to Protect IP
July 26 (in 3 days)

Medicare Secondary Payer Recovery and Sec. 111 Reporting: The Duties and Responsibilities of Insurers, Primary Payers and Defense Counsel
July 26 (in 3 days)

The Panama Papers: Guidance for Tax Counsel to Mitigate Client Tax Penalties and Criminal Prosecution
July 26 (in 3 days)

Estate Planning for Creators of Intellectual Property
July 26 (in 3 days)

Deposition Strategies in Employment Litigation: Taking and Defending Depositions of Plaintiffs and Fact Witnesses
July 27 (in 4 days)

Leveraging Development Agreements Between Municipalities and Private Parties
July 27 (in 4 days)

Transition Services Agreements for Spin-Offs: Structuring Key Provisions and Mitigating Risk
July 27 (in 4 days)

Evaluating Key Intercreditor Arrangements: First Lien/Second Lien, Split Collateral, Senior/Mezzanine, Unitranche
July 27 (in 4 days)

Negotiating Collaborative Healthcare Research Agreements
July 28 (in 5 days)

Clearing Title for Defects Due to Easements, Encroachments and Survey/Boundary Disputes
July 28 (in 5 days)

Article III Standing and Class Certification After Spokeo: Implications and Strategies for Plaintiff and Defense Counsel
July 28 (in 5 days)

Form 8938 Reporting for Taxpayers With Foreign Assets
July 28 (in 5 days)

Builder's Risk and CGL Insurance for Construction Projects: Mitigating Developer and Contractor Risks
August 2 (in 10 days)

Syndicated Credit Facility Restructuring and Workouts: Lender Strategy, Decision-Making and the Role of the Agent
August 2 (in 10 days)

Asset Sale vs. Stock Sale: Tax Considerations, Advanced Drafting and Structuring Techniques for Tax Counsel
August 2 (in 10 days)

Medicaid Managed Care Final Rule: Calculating Medical Loss Ratio, Complying With Network Adequacy Standards and More
August 3 (in 11 days)

Combating Plaintiff Tactics Commonly Called Reptilian
August 3 (in 11 days)

Representing Men in Divorce, Paternity and Custody Cases
August 3 (in 11 days)

Navigating the Newly-Overhauled Toxic Substances Control Act
August 3 (in 11 days)

Factor Presence Nexus for State and Local Taxes: Meeting the Challenges of Developing State Standards
August 3 (in 11 days)

New Section 385 Regulations for S Corps: Protecting S Elections and Avoiding Debt Reclassification
August 3 (in 11 days)

Planning With ABLE Accounts and Special Needs Trusts: Selecting the Best Approach for Elderly and Disabled Clients
August 4 (in 12 days)

Structuring Forbearance Agreements and Strengthening Lender Collateral Position
August 4 (in 12 days)

Challenging Patents in IPR: Strategies for Filing Petitions
August 4 (in 12 days)

Allocating Operating Expenses in Commercial Real Estate Leases: Negotiating Strategies for Landlords and Tenants
August 4 (in 12 days)

Mastering SOC-1 Attestation Reports Under SSAE 16: Auditing Service Organizations Controls in the Cloud
August 9

Enforceable Nondisclosure Agreements: Protecting Trade Secrets and Other Confidential Business Information
August 9

UCC3 Financing Amendment and Termination Statements: Avoiding Loss of Lien Perfection or Priority
August 9

Excess Insurer's Duty to Defend and Indemnify: Exhaustion, Claims Not Covered by Primary, Defense Cost Reimbursement
August 9

ERISA Breach of Fiduciary Duty Class Actions: Avoiding and Defending Claims Against Companies and Fiduciaries
August 9

Schedule M-3 Book to Tax Adjustments: Overcoming the Toughest Challenges in Reporting Income and Expense Differences
August 10

Private Equity Fund Restructuring: Negotiating Terms, Avoiding Conflicts of Interest and Avoiding Regulatory Scrutiny
August 10

Navigating DMCA: Limitation of Liability, Notice, Takedown Procedures and Safe Harbors
August 10

Section 469 Passive Activity Loss Limitation Rules for Individual Taxpayers: Completing Form 8582
August 10

Structuring Indemnification Provisions in Healthcare Mergers and Acquisitions
August 11

Solar Financing Tax Equity Structures: Sale-Leasebacks, Inverted Leases and Partnership Flips
August 11

Litigating Drug and Medical Device Class Actions: Seeking and Opposing Certification, Navigating Post-Certification Challenges
August 11

LIBOR Litigation Post Second Circuit Revival of Antitrust Claims: Leveraging Theories of Liability and Defenses
August 11

IRC Section 734 Adjustments: Applying the 754 Election to Distributions of Partnership Property
August 11

BDITs: Structuring Beneficiary Defective Inheritor's Trusts to Minimize Tax and Retain Control Over Assets
August 11

Data Breaches and Cyber Liability: What Commercial Litigators Need to Know
August 16

Meeting the Challenges of the International Tax Reporting: CFCs, PFICs, ECI, FDAP; FIRPTA and new FATCA Withholding
August 16

Drafting IT Master Services Agreements: Guidance for Purchaser and Vendor Counsel
August 16

Demystifying the "Bad Faith Set-Up" in Insurance Litigation
August 16

Composite Returns and Nonresident Withholding for Pass-Through Entities: Navigating the Multistate Complexities
August 16

Navigating Patent Eligibility: Leveraging New USPTO Guidance and the Enfish and TLI Communications Decisions
August 17

Wage and Hour Insurance Coverage: Mitigating Risk With EPL, D&O, and Emerging Specialty Wage and Hour Insurance Policies
August 17

Form 1116 Foreign Tax Credits for Individuals: Mastering Calculations, Using Carryovers and Maximizing Benefits
August 17

Financing Municipal Renewable Energy Projects: Negotiating Power Purchase Agreements for Municipalities
August 17

Tax Counsel’s Guide to Partnership Disguised Sales Rules: Structuring Transactions to Avoid Taxable Events
August 17

Navigating Jurisdictional Determinations Under the Clean Water Act: Impact of U.S. Army Corps of Engineers v. Hawkes
August 17

Responding to Trademark Office Actions: Assessing Response Alternatives and Persuading the Examiner
August 18

Structuring Clinically Integrated Networks 3.0: Legal Considerations for Healthcare Providers in Today's Changing Payment Environment
August 18

Maximizing Pain and Suffering and Loss of Future Earning Capacity Damages in Auto Injury Claims
August 18

Privacy Class Actions Post-Spokeo: Leveraging Injury-In-Fact Requirements
August 18

Form 5227 Reporting: Mastering Compliance With Charitable Split-Interest Trusts, NIIT Calculations, and More
August 18

Structuring Retail Center Purchase and Sales Agreements: Negotiating and Documenting Transactions, Conducting Legal Due Diligence
August 18

Distressed Loan Workouts: How Equity Cure Rights Work, Negotiating Loan Restructuring and Forbearance Agreements
August 18

Leveraging Design Patents to Protect Graphical User Interfaces
August 23

Construction Defect Indemnity Obligations Under CGL Policies: Identifying Covered vs. Non-Covered Damages
August 23

Wearable Technology: Protecting IP Rights and Minimizing Infringement Risks
August 23

New DOL Fiduciary Rule: Impact on Retirement Plan Sponsors, Plan Advisers and Service Providers
August 23

Leveraging Receivership as a Bankruptcy Alternative: Financial Restructuring, Disposition of Assets and More
August 23

Mastering New Section 409A and 457(f) Deferred Compensation Rules: Calculating and Reporting Includible Amounts
August 23

Estate Planning for Income Tax Reduction: Strategies for Maximizing New Basis
August 24

FCPA Due Diligence in M&A Amid Increased Enforcement
August 24

Ransomware Attacks in Healthcare: Mitigating HIPAA, Privacy and Security Risks
August 24

Final EEOC Wellness Plan Regs Under ADA and GINA: Navigating the Interplay Between ADA, HIPAA and ACA Regs
August 24

UBTI and UBIT in IRAs and Qualified Plans: Identifying Unrelated Business Taxable Income and Avoiding UBTI Tax Traps
August 24

Rule 506(b) Securities Offerings: Leveraging 506(b) Placements, Comparison to Rule 506(c) Offerings
August 24

Drafting Arbitration Clauses in Consumer Contracts: Scope, Arbitrator Selection, Applicable Rules, Discovery and More
August 24

IRC 754: Partnership and Pass-Through Entity Basis Adjustments
August 25

Structuring Reverse and Forward Triangular Mergers: Anti-Assignment Triggers, Tax Implications, Employment Considerations
August 25

Rule 23(c)(4) Issue Certification: Reconciling the Conflict With Rule 23(b)(3)'s Predominance Requirement
August 25

Structuring Patent Indemnification Provisions
August 25

Financing Multi-Family Housing: Structuring the Low Income House Tax Credit and Tax-Exempt Bonds
August 25

Renewable Energy Projects in Mexico, Brazil and Chile: Leveraging PPPs, Navigating Regulatory Hurdles and Mexico's Energy Reforms
August 25

Form 926 Reporting Transfers to Foreign Corporations: Avoiding Harsh Penalties
August 30

Oil and Gas E&P Bankruptcies: Tackling the Unique Complexities of E&P Restructuring
August 31

Negotiating Contractual Indemnity in M&A Deals: Transactional and Litigation Considerations
August 31

Partnership Exchanges: Structuring "Drop and Swap" and "Mixing Bowl" Transactions
August 31

Structuring Private Equity Healthcare Management Service Organizations
August 31

Avoiding IRC 482 Adjustment Penalties: Navigating Income Tax Treaties, APAs and Controlled vs. Uncontrolled Transactions
August 31

Income in Respect of a Decedent: Mastering Sec. 691 IRD Calculations, Reporting and Planning Strategies
August 31

Drafting and Prosecuting Patent Applications to Withstand PTAB Scrutiny
September 1

Structured Finance: What Lenders Should Know About the Application of Structured Finance Techniques to Traditional and Asset-Based Lending
September 1

Resolving ERISA Liens and Reimbursement Claims in Personal Injury Cases
September 7

Settling Wage/Hour Claims: Weighing Settlement Options, Negotiating Damages, and Ensuring Court Approval
September 8

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Featured Faculty

Galli, Susan

Susan M. Galli

Partner, Ropes & Gray

Ms. Galli focuses her practice on advising pharmaceutical, biotech, medical device and other technology companies on licensing, collaboration and research agreements, joint ventures, and other major transactions. She also advises research institutions on developing vehicles for translational research and on structuring transactions with industry, the government and other institutions. Ms. Galli has been a faculty member for CLE programs on numerous licensing and research topics and she served on a Massachusetts Biotechnology Council committee focusing on transactions between industry and research institutions.