Software as a Service (SaaS) Agreements: Key Concepts and Issues in Drafting and Negotiating SaaS Agreements

03/03/2015 - 3:00PM to 7:00PM
Want to learn more about SaaS Agreements? After this program, attendees will have greater insights and knowledge to assist their clients in drafting, negotiating and conducting due diligence in connection with SaaS agreements....
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Senator Barrett on Carbon Pricing Legislation & the Reduction of Greenhouse Gas Emissions

03/03/2015 - 12:30PM to 1:30PM
State Senator Michael Barrett will join the BBA to speak about his proposed carbon pricing legislation. Given that fossil fuels are not directly mined in Massachusetts, Senator Barrett will discuss the ways a carbon tax might work in the Commonwealth, and will review the findings from the Department of Energy Resources’ recent study on carbon fees and taxes as a mechanism for reducing greenhouse gas emissions. ...
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2015 Proxy Season Update

02/24/2015 - 12:30PM to 1:30PM
Keep up to date with the SEC's rules regarding shareholder proposals and proxy statement rules for 2015....
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Property and Liability Insurance 101: What Every Practitioner Should Know

02/20/2015 - 12:00PM to 1:00PM
Come learn about property, liability and other insurance coverage items and considerations for real estate attorneys. After this program, you'll understand the required coverages in loan documents, how to confirm coverage for a borrower or lender client, and how to review insurance certificates....
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Proxy Season Mechanics: Managing Who Does What, When and How?

02/12/2015 - 12:30PM to 1:30PM
Attendees will learn more about the landscape of proxy season beyond the in-house legal view, including a better understanding of possible roles for service providers, as well as some tips for those new to the process. ...
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Close Corporation Shareholders’ Disputes: Practical, Ethical, and Strategic Considerations

02/12/2015 - 12:30PM to 1:30PM
Panelists will consider strategies for litigation and resolution of shareholder conflicts. Other topics will include derivative actions, direct actions, and everything in-between. Attendees will also learn to spot the ethical pitfalls of representing companies facing internal conflict....
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Beyond the Boilerplate: Strategic Considerations on Drafting Arbitration Clauses

01/26/2015 - 12:30PM to 1:30PM
This discussion will build on the earlier discussion on the enforcement of arbitration clauses in Massachusetts. Our panelists, a corporate lawyer and a litigator, will discuss how to draft arbitration clauses practically and effectively, discussing multiple considerations and potential disputes that may arise. We will include a special focus on the use of arbitration in the international setting....
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Introduction to the Foreign Corrupt Practices Act

12/15/2014 - 12:30PM to 1:30PM
Although the U.S. Foreign Corrupt Practices Act is not a new statute, its reach continues to grow. In recent years, the FCPA has become an increasingly important compliance issue for U.S. companies doing business abroad. This program will introduce practitioners to the key elements of the FCPA and what companies must do to comply with the law....
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Strategies in Life Sciences Collaborations

12/11/2014 - 12:30PM to 1:30PM
Experts who lead efforts to sponsor research, enter joint R&D, license technology and otherwise fill pharmaceutical pipelines will discuss strategies, risks, and war stories in an informal setting. ...
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Representing Clients in SEC Administrative Proceedings: The Nuts & Bolts

12/10/2014 - 12:30PM to 1:30PM
The program will address the rules and strategies for litigating matters in the SEC's administrative forum. Learn tips, tricks, and best practices....
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Competing Viewpoints on EPA's Proposed Clean Power Plan: Where Should the Rule Go from Here?

12/01/2014 - 12:30PM to 1:30PM
EPA’s proposed Clean Power Plan places a more stringent emission rate to reduce GHG emissions on Massachusetts power plants and the power plants located in the other Northeast states. ...
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Ethics Issues for In-House Counsel

11/19/2014 - 4:00PM to 5:00PM
Join our panel of in-house lawyers for an engaging presentation and discussion about ethics issues for in-house counsel....
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Section 16 Compliance in Light of SEC Enforcement Actions

11/19/2014 - 12:00PM to 1:00PM
With its recent enforcement actions, the SEC has brought Section 16 compliance to the forefront for issuers and investors. This program will discuss these recent SEC enforcement actions, review Section 16 compliance and provide tips to issuers and investors to use in reviewing and updating their compliance programs....
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Cyber Threats for Lawyers: An Introduction to Cyber Security and Its Implications for Your Law Firm and Legal Practice

11/14/2014 - 12:00PM to 1:30PM
This program will provide an overview of key cyber issues currently impacting law firms and their clients. Among the topics to be addressed are: (1) an overview of current threat actors, including those targeting law firms and their clients; (2) state and federal requirements for responding to breaches; (3) the vulnerabilities created when law firms give access to or are accessed by third parties, including the legal and business issues triggered by housing client data in the cloud; and (4) the use of data security and safeguard agreements and information security incident response plans to manage and mitigate law firm and client risks and liabilities....
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Energy Policy and Legislation: Wish List for the Incoming Administration

11/06/2014 - 12:30PM to 1:30PM
Do you have a wish list for the incoming administration’s energy policy and legislative agenda? Join the discussion about the upcoming Nov. 2014 election results, and how the results may change energy policy in Massachusetts. Panelists will lead a discussion on the predictions and wishes for the incoming administration’s energy policy and legislative agenda. Networking reception to follow....
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Securities Laws for Private Offerings

10/28/2014 - 12:30PM to 1:30PM
This program will offer an overview of the federal and state regulatory framework for private offerings in the United States, including changes to private offerings brought about by the JOBS Act and the practical implications of these changes for issuers...
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The Ins and Outs of Sponsorship and Endorsement Contracts

10/08/2014 - 12:00PM to 1:00PM
Hear from Associate Team Counsel for the Celtics, Vered Yakovee, along with Greenberg Traurig’s Alan Sutin and David Dykeman, as they compare and analyze the hot topics that can arise when drafting a sponsorship or endorsement contract....
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SALT Issues in M&A

10/01/2014 - 12:00PM to 1:00PM
Catch the How-Tos in spotting and analyzing state and local tax issues in M&A transactions from both the buy and sell sides....
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6th Annual Symposium on Employee Non-Compete Agreements, Confidential Information, and the Uniform Trade Secrets Act

09/16/2014
It has been argued that employee non-compete agreements (NCA’s), in addition to being unfair, have hurt innovation and enterprise creation in Massachusetts. Advocates for the status quo insist that the NCA’s are strictly scrutinized and necessary for the protection of confidential information of employers. The 188th General Court Senate overwhelmingly approved an economic development bill that included both a BBA-tweaked version of the 48-states-adopted Uniform Trade Secrets Act and a compromise mechanism to discourage overreaching employee NCA’s. These provisions were “held in conference.” In the BBA’s sixth summer symposium on these issues, legislators, administrators and lawyers advocating or advising on reform will provide an overview of recent developments and issues going forward. Arguments will be made for the status quo. There will be opportunity for attendee questions and presentation of views. ...
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What’s in Your Bitcoin Wallet? The Real World Risks of Virtual Currency

06/19/2014 - 12:30PM to 2:00PM
Panelists from the bar, the FBI, and accounting and finance professions will review how Bitcoin was created, the technology that supports Bitcoin, how it functions, and potential problems with the use of virtual currencies. They will review practical considerations for valuing Bitcoin transactions and assets, identifying fraud and other malfeasance, and the impact on capital markets. Attendees will be encouraged to participate in a discussion of the potential legal issues surrounding Bitcoin and other virtual currencies....
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EPA’s Proposal to Regulate Carbon Dioxide Emissions from Existing Power Plants: What Does it Mean & What Could Come Next

06/19/2014 - 12:30PM to 2:00PM
EPA’s much anticipated proposal for regulating carbon dioxide emissions from existing power plants involves a state-driven system in which the desire for flexibility contributes to complexity. Join us as Kate Konschnik, Director of Harvard’s Environmental Policy Initiative, discusses the structure and unique attributes of the proposed regulations and prognosticates as to how recent and upcoming court decisions could impact challenges to the rule....
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CLE - The Dash to Court: Seeking and Opposing Preliminary Relief in the Business Litigation Session

06/18/2014
Join us for a session on the developments of the BLS, recent changes, judge-specific preferences, and practice pointers. The program will be of benefit to lawyers of all level of experience who litigate in the BLS....
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Highlights of the Environmental and Energy Legislation Proposed During the 2013-2014 Session

06/17/2014 - 12:30 PM to 01:30 PM
The 2013-2014 legislative session has been a busy one in terms of energy and environmental policy. Our speakers will provide an overview of key legislation, from the state budget, to water infrastructure legislation, to a host of energy-related bills. Come get up to speed!...
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CLE - Whistleblowers: A Practical Discussion of How to Respond to Claims and Address Risks

06/16/2014
In this CLE, we will provide an overview of whistleblower programs, key developments in applicable laws, how to develop an appropriate response to whistleblower claims, and steps that employers can take to address whistleblower risks....
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The Tax Treatment of Earnouts

05/29/2014 - 12:00 PM to 01:00 PM
Join us for a discussion of the tax treatment of contingent price adjustments (known as “earnouts”) in M&A transactions. The speakers will highlight key tax issues involving earnouts, including the application of the installment method, reporting requirements and the use of earnouts in asset sales. The program will also feature a discussion of the potential treatment of an earnout as a payment for services, rather than payment for the sale of assets or ownership interests, and the collateral consequences of such treatment, including under Code Section 409A. ...
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Becoming a Public Company: Overview and Selected Legal Issues

05/27/2014 - 12:30 PM to 01:30 PM
Going public is a seminal event for any growing company that requires close coordination among company executives, bankers, and legal counsel. Whether representing the company or the bankers, lawyers in an initial public offering must have a nuanced understanding of the myriad of legal and business issues that may arise. This presentation will cover the key elements of the IPO process and a discussion of select legal issues, including the IPO timeline, “hot button” SEC issues, board composition matters, selecting bankers and diligence preparations....
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What's New in International Trade: Balancing Opportunities & Challenges

05/08/2014 - 12:30 PM to 01:30 PM
Review recent updates involving trade compliance issues, e.g.: Export Compliance Reform, US-Korea Free Trade Agreement...
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Natural Gas Pipeline Safety Legislative and Regulatory Update: Safety, Environmental and Economic Impacts

05/06/2014 - 12:30 PM to 01:30 PM
Legislative and regulatory leaders will provide updates on pending initiatives to enhance natural gas pipeline safety. The panel will describe recent legislative and enforcement initiatives and expected safety, environmental and economic impacts....
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CLE - Closely Held Business Disputes: Legal Issues and Practical Considerations for Litigation and Negotiation

04/24/2014
Learn about the issues that commonly arise in disputes involving close corporations and other privately held small businesses - including privilege and conflict of interests, available remedies for breach of fiduciary duty, the differences between Massachusetts and Delaware law, indemnification of officers and directors, and key provisions in shareholder agreements....
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CLE - The FCPA, Public Corruption and Government Prosecutions: An Update

04/03/2014
The BBA will bring you insight from leading practitioners in this comprehensive overview of the FCPA and public corruption and government fraud prosecutions. The program will be followed by a reception....
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Recent Developments in Delaware Corporate and LLC Law

04/03/2014 - 12:30 PM to 01:30 PM
The presentation will focus on recent developments in Delaware corporate and LLC law and will include topics such as standards of review in controlled stockholder deals, treatment of anti-reliance clauses in Delaware contracts, ownership of attorney-client privilege relating to pre-merger negotiations, survival periods for representations and warranties in private company deals, recent changes to the Delaware General Corporation Law, including with respect to ratification and two-step mergers, and several other “hot topics” in Delaware law....
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Boston Bar Association Chess Night

04/01/2014 - 12:30 PM to 01:30 PM
Please join the Intellectual Property Law Section for a fun and social evening of chess at the BBA. Appetizers, beer, and wine will be available. This program is co-sponsored by the Boylston Chess Foundation. ...
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2013 SEC Accounting and Auditing Enforcement Releases: Regulatory and Enforcement Issues in Context

04/01/2014 - 12:30 PM to 01:30 PM
Panelists will review findings, observations, and insights on SEC Enforcement Actions in 2013, Accounting Auditing and Enforcement Releases by the Commission and comment on notable trends. Comments will feature some of the more notable accounting and auditing releases during 2013 including: • Segment reporting • 102(e) rule interpretation • Materially overstated cash balances •...
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Benefit Corporations: Massachusetts, Delaware, and Why Tax-Exempt Organizations Should Use Them

03/25/2014 - 12:30 PM to 01:30 PM
The program will provide an overview and comparison of the Massachusetts and Delaware Benefit Corporations statutes and will include a discussion of why benefit corporations are an attractive option for tax-exempt organizations....
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Microcap Stock Manipulation: How to Detect and Avoid it

03/25/2014 - 12:30PM to 1:30PM
This program will explore what microcap stock fraud really is, how to detect it, and how you can help steer your bank and broker-dealer clients through treacherous waters while still carrying legitimate transactions. The truth is, one person's microcap fraud might be another's legitimate capital formation structure. Come learn the difference, and how far things have evolved since the world portrayed in Leonardo DiCaprio's Wolf of Wall Street....
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Using Transactional Insurance to Facilitate M&A and Private Equity Deals

03/13/2014 - 12:30 PM to 01:30 PM
The program will focus on how lawyers and PE firms are increasingly using Transactional Insurance Products (including Representations & Warranties Insurance and Tax Liability Insurance) to facilitate and enhance the M&A and Private Equity deals they are working on. I will discuss the market for such insurance, the parameters and the process for obtaining the coverage and will provide case studies....
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Executive Compensation and Employee Benefits Issues in M&A Transactions: Practical Tips for Small Firms and Solo-Practitioners

03/06/2014 - 12:30PM to 01:30PM
The panel will discuss the primary benefits and executive compensation issues that arise in business transactions, including application of IRC Sections 409A and 280G, how to address 401(k) and other qualified plans and typical covenant provisions that are the subject of negotiations between buyer and seller....
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Mass. DPU Grid Modernization Initiative: Analysis and Retrospective Discussion on February 2014 Panel Hearings

03/04/2014 - 12:30 PM to 01:30 PM
The Massachusetts Department of Public Utilities has been conducting a comprehensive review of how the development of new technologies may improve electric system reliability, achieve cost savings, promote clean energy and encourage greater use of electric vehicles. The DPU will be conducting extensive and comprehensive hearings on these matters in late February 2014. This brown bag lunch will feature analysis and commentary on the DPU’s hearings from decision leaders and key industry participants. The discussion will not only describe the hearing process but will also consider likely next steps and emerging opportunities for electricity industry stakeholders and developers of new technologies to serve the industry....
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