Webinar Replays

As an internal ESOP fiduciary, you have substantial legal responsibilities. This webinar will discuss what fiduciaries do, how they can deal with audits and avoid lawsuits.

There are several paths you can take to transition the ownership of your business. This session will evaluate employee ownership and if selling your business to an Employee Stock Ownership Plan is right for you.

This webinar looks at what makes an effective board. Should there be outside directors? What should their qualifications and compensation be? Should there be non-management employees on the board? Should board members be fiduciaries? Should plan advisors be on the board? What should board duties be and what makes boards most productive?

The IRS now wants you to have a written distribution policy. It's a good idea anyway. A well crafted will help you manage your repurchase obligation in a sustainable, equitable manner.

This webinar will examine and discuss important research and information related to ESOPs, workplace culture, and financial security in the United States. Using this research, we will examine how to best leverage these tools to communicate more effectively with employees and guide company decisions on the importance of employee ownership and best practices in the workplace.  

An ESOP can be a tool to make acquisitions easier, but it also adds some layers of complexity, and this Webinar explores the legal and fiduciary issues that must be part of any effective acquisition strategy. This webinar will also discuss the impact of the acquisition, plan its implementation, consider the impact on HR, benefits, and morale, and develop an approach to communications to respects both the need for confidentiality and employee buy-in.

An understanding of recent developments in litigation brought by ESOP participants and the DOL, and in DOL investigations and IRS audits, can help to avoid problems with regulators and to be prepared to deal with trouble if it comes. Join members of the McDermott Will & Emery ESOP Litigation team for a discussion of the lessons all ESOP owned companies, fiduciaries and advisors should be focusing on in 2020.

Leaders often ask what it takes to get more employees "thinking like an owner." The truth is, It takes more than just an ESOP. One challenge to engaging all employees as owners are the often invisible divides based on class and profession in our organizations: office and field, shop floor and customer service, sales, and warehouse.

This webinar will explore the theories advanced in legal cases, potential defenses to such claims, how courts have handled these claims in recent cases, and considerations for structuring these types of payments to mitigate risk.

ESOP fiduciaries and others responsible for the annual ESOP appraisal need to understand the interaction between their companies' S corporation statement and the valuation. The benefits of being an S corporation ESOP add several layers of complexity to the annual valuation. For example, ESOP shares are valued by law at the price a "willing buyer" would pay, but there is no guarantee that this hypothetical willing buyer would be an S corporation or have an ESOP. Does that make it impossible for the appraisal firm to consider the S corporation ESOP tax shield? If not, how should it affect the annual valuation? Does the appropriate valuation method change for initial transactions, ongoing operation, or in evaluating a potential sale of the company? What's the difference between valuation for a 100% ESOP-owned S corporation and one where the ESOP has a smaller stake?

Most ESOP companies value creating a workplace where people feel included, can grow and develop, and can contribute meaningfully to the success of the company.  While many companies understand the business case and already recognize the value of employing a diverse workforce and cultivating a culture of inclusion, they struggle with knowing where and how to start and what to do to keep the momentum moving forward. This webinar is appropriate for all levels of experience to learn practical strategies.

Since the turn of the millenium, the workforce has changed drastically. New generations have brought a shift in values with them—ranking cultural values far more important than compensation and benefits. In this session, author and Emplify Chief People Officer and Co-founder, Adam Weber, shares practical solutions for people leaders at ESOPs.

This session will give participants the skill-set and confidence they need to design and apply effective 90 Day, self-funding incentive programs or “MiniGames” for immediate use in their own organizations, a direct take home that will drive business results.    

The speaker, a well-known attorney who defends ESOP sponsored companies inside and outside ESOP fiduciaries in DOL investigations, will discuss recent developments in DOL regulation of ESOPs, how to prepare in advance for a DOL investigation, what triggers a DOL investigation, and how to handle a DOL investigation from beginning to end.

Closely held ESOP companies have a specific legal obligation to buy back stock from departing and diversifying employees. This webinar will describe these requirements and explore than various alternative approaches you can use on such issues as the timing, form, and requirements for distributions, including lump-sum versus installment payments, account segregation at termination, changing when the distribution occurs, diversification requirements, what valuation to use, and more.

There are several ways to finance the repurchase obligation, including "pay-as-you-go" funding, pre-funding, paying dividends/S corporation distributions, corporate-owned life insurance, and incurring debt, i.e., releveraging the ESOP. The methods for handling repurchased shares, i.e., redeeming or recycling, will also be discussed. This webinar will cover the mechanics as well as the pros and cons of each.

This webinar provides a basic understanding of the process of completing a repurchase forecast and the factors and assumptions that affect the outcome of forecast, including the impact of specific plan provisions (such as distribution timing and segregating accounts), the impact of the distribution mechanics (recycling vs. redeeming), and interplay between the stock value and the repurchase obligation.

This session is an overview of the main features of employee stock ownership plans. It is appropriate for people familiar with basic business and finance topics  but new to ESOPs and for those responsible for ESOP Communication.

How well educated are your employees about financial wellness? As employee-owners, they have more possibilities and more to think about. This series of conversations with ESOP financial advice experts Peter Newman of Peak Wealth Planning and Jamie Waldren of Wells Fargo Retirement Advisory Services is packed with tools that you can use to help educate your management team and employees.              

ESOPs can transform businesses into high-performance organizations. But to do that, companies need to find ways to fully engage employee owners and develop an effective ownership culture. Employee surveys are a good way to engage employees and gauge their perspectives on the fundamental aspect of your ownership culture and what needs to be done to move forward. 

How well educated are your employees about financial wellness? As employee-owners, they have more possibilities and more to think about. This series of conversations with ESOP financial advice experts Peter Newman of Peak Wealth Planning and Jamie Waldren of Wells Fargo Retirement Advisory Services is packed with tools that you can use to help educate your management team and employees.    

LLCs require specific forms of equity compensation. This webinar looks at the forms of equity available for LLCs, including capital interests, profits interests, unit rights plans, and unit appreciation rights plans.

The plaintiff in Lee v. Argent Trust Co. filed an appeal with the United States Court of Appeals for the Fourth Circuit after the district court dismissed the complaint. In the Fourth Circuit, McDermott, Will & Emery LLP filed an amicus curiae brief on behalf of the American Society of Appraisers (“ASA”) and made several novel arguments supported by extensive Congressional materials. The ASA’s brief provides the Court with ERISA legislative history and other Congressional materials, and argues that the materials directly contradict many widespread misunderstandings about ESOPs and ESOP trustee fiduciary obligations. The ASA’s brief also explains that many plaintiffs, and some courts, have assessed “investment value” instead of “fair market value,” and that plaintiffs have led courts into error concerning the nature of a fair market value appraisal. Join members of the McDermott Will & Emery ESOP Litigation team for a discussion of the amicus brief.

ESOPs benefit employees, sellers, and the organization's bottom line - in most companies. From time to time, mistakes with an ESOP have caused legal problems for the company, personal loss to plan fiduciaries, and damaged morale. This session will cover a variety of "anti-case studies" and discuss different ways companies can avoid problems before they arise.

ESOPs are complicated and it is inevitable that some companies will make mistakes. Finding and correcting those mistakes yourself can save time and trouble, and the experts in this webinar will help you prevent any audits from becoming complicated, to find errors, and to decide the best way to address those errors yourself before the regulators get involved.

As ESOPs mature, the rules they started out with for distributions, allocations, vesting, participation, rebalancing shares, account segregation, and other issues may no longer be optimal. You may also want to change plan providers, including appraisers or hiring an institutional trustee. This webinar will explore what the law allows and requires you to do when making plan changes.

Most, if not all, ESOP companies also have a 401(k) plan. Employers should view these two programs together – not separately. This webinar will give you an overview of the process.

How well educated are your employees about financial wellness? As employee-owners, they have more possibilities and more to think about. This series of conversations with ESOP financial advice experts Peter Newman of Peak Wealth Planning and Jamie Waldren of Wells Fargo Retirement Advisory Services is packed with tools that you can use to help educate your management team and employees.              

This webinar will help you address an important question — will you have enough savings to retire or leave your job. You are working hard to save today but it is a great idea to check in to see whether you can replace your salary down the road. This webinar will take you through a quick guide to determine whether you will have enough income during your golden years. If you are on the wrong road, it may be necessary to course correct. You will learn tips to improve financial wellness today and improve your chances of retirement success. 

How well educated are your employees about financial wellness? As employee-owners, they have more possibilities and more to think about. This series of conversations with ESOP financial advice experts Peter Newman of Peak Wealth Planning and Jamie Waldren of Wells Fargo Retirement Advisory Services is packed with tools that you can use to help educate your management team and employees.              

The webinar reviews the different ways to finance an ESOP including the different sources of capital, how they differ from each other and when one may be more appropriate than another.  We also discuss current market conditions for the various types of ESOP financing available. 

How well educated are your employees about financial wellness? As employee-owners, they have more possibilities and more to think about. This series of conversations with ESOP financial advice experts Peter Newman of Peak Wealth Planning and Jamie Waldren of Wells Fargo Retirement Advisory Services is packed with tools that you can use to help educate your management team and employees.  

Both ESOP and non-ESOP companies regularly provide employees with some form of individual equity compensation. What kinds of equity plans are there? How do you determine which to use? How do you decide how much to give to which people under what conditions?

Recent Federal legislation resulted in increased long-term capital gains tax rates. As a result, more business owners are expressing their interest for tax-deferred sales to ESOPs. As the selling shareholder to an ESOP, you have the option to pay the capital gains tax created by the sale, or if you are eligible, you can elect section §1042 of the Internal Revenue Code. Electing §1042 allows the selling shareholder(s) to defer the capital gains tax in connection with the sale to an ESOP, and if structured properly would result in a permanent avoidance of paying the capital gains tax. 

Sustainability is the concept of utilizing a resource in a manner that enables longevity. In an ESOP company, the concept relates specifically to perpetuating the ESOP while maintaining the health of the business. ESOP policy decisions are generally established at the inception of the plan when there is not a clear understanding of how such decisions will influence the business as it matures.

The legal issues discussed in the first webinar in our series on S corporation ESOPs have important implications for the administration of your ESOP. Make sure that your company is compliant with the complex rules and procedural requirements for effectively running an ESOP in an S corporation. 

Executives who will work well in an ESOP environment have a different profile from non-ESOP leaders. Therefore, when hiring for leadership roles, ESOPs must create a different set of criteria by which to evaluate; the standard models do not apply. 

This webinar will explore important considerations when planning leadership succession at the C-Suite level, in service to the successful sustainability of your employee-owned company. We'll also discuss the current COVID-19 crisis and its potential impact on succession issues.

An understanding of recent developments in litigation brought by ESOP participants and the DOL, and in DOL investigations and IRS audits, can help to avoid problems with regulators and to be prepared to deal with trouble if it comes. Join members of the McDermott Will & Emery ESOP Litigation team for a discussion of the lessons all ESOP owned companies, fiduciaries and advisors should be focusing on in 2020.

ESOP Administrative Committees can play a variety of roles. Most commonly, they either are the fiduciary or direct the fiduciary. In both cases, they also make sure that plan administration is properly handled. This webinar will explore who should be on it for how long? What kinds of information should they gather? How should they communicate with employees? If they are directing a trustee, how can they make that interaction most useful? What are some examples of don't do that's administrative committees have stubbed their toes on?

How do you engage your employee-owners? Once engaged, how do you follow through? In this session, we will provide examples of engaging employee-owners and how to maintain momentum. We will present a case scenario of the Ownership Rewards Program at DCS Corporation. 

We will talk about tools and techniques to communicate effectively about valuation in your own company, including actual examples of ways that some companies communicate about valuation to your workforce. This session is appropriate for people who will be doing their company's internal valuation communication.

ESOPs can transform businesses into high-performance organizations. But to do that, companies need to find ways to fully engage employee-owners and develop an effective ownership culture. Employee surveys are a good way to engage employees and gauge their perspectives on the fundamental aspect of your ownership culture and what needs to be done to move forward. 

Determining the value of ESOP shares requires complicated, regulated analysis, but everyone connected with the ESOP needs to know the basics. This webinar will serve as an overview for people who just want to understand the key concepts of ESOP valuation or as a foundation on which to learn more advanced valuation topics.

The webinar will provide an overview of the concept of stewardship and how the constructs of stewardship are important to employee ownership culture.  

What happens when an ESOP company wants to sell? The sale of an ESOP company has unique complexities that need to be accounted for to ensure a successful outcome.

This webinar is geared towards individuals who maintain the accounting and general ledger for ESOP transactions in their company.   

Providing the right executive compensation is a tricky issue for any company, but it can be especially challenging for an ESOP company. Fiduciary rules require the ESOP trustee to make sure that executive pay is reasonable. S ESOP corporation rules require special care be paid to the form in which executives receive equity compensation and how much they get. Corporate philosophies about compensation may emphasize a flatter pay and rewards scale than in similar conventional companies. These and other issues make this webinar especially timely. Learn from the experts what works, what doesn't, what other people do, and what the laws require.

An ESOP can be a tool to make acquisitions easier, but it also adds some layers of complexity, and this Webinar explores the legal and fiduciary issues that must be part of any effective acquisition strategy. This webinar will also discuss the impact of the acquisition, plan its implementation, consider the impact on HR, benefits, and morale, and develop an approach to communications to respects both the need for confidentiality and employee buy-in.

ESOPs benefit employees, sellers, and the organization's bottom line - in most companies. From time to time, mistakes with an ESOP have caused legal problems for the company, personal loss to plan fiduciaries, and damaged morale. This session will cover a variety of "anti-case studies" and discuss different ways companies can avoid problems before they arise.

This webinar looks at what makes an effective board. Should there be outside directors? What should their qualifications and compensation be? Should there be non-management employees on the board? Should board members be fiduciaries? Should plan advisors be on the board? What should board duties be and what makes boards most productive?

This webinar looks at some cutting edge ideas for ESOP financing, including re-leveraging your plan to help get new employees ownership, finding financing from sources other than banks, and developing new sources of working capital.

This session is an overview of the main features of employee stock ownership plans (ESOPs). It is appropriate for people familiar with basic business and finance topics but new to ESOPs and for those responsible for ESOP communication.

ESOPs are like people with different doctors. To get the best advice, you need the right team and you need to make sure they work well with one another. This webinar helps you learn how to make that happen.

As an internal ESOP fiduciary, you have substantial legal responsibilities. This webinar will discuss what fiduciaries do, how they can deal with audits and avoid lawsuits.

This webinar will examine and discuss important research and information related to ESOPs, workplace culture, and financial security in the United States. Using this research, we will examine how to best leverage these tools to communicate more effectively with employees and guide company decisions on the importance of employee ownership and best practices in the workplace.

ESOP fiduciaries and others responsible for the annual ESOP appraisal need to understand the interaction between their companies' S corporation statement and the valuation. The benefits of being an S corporation ESOP add several layers of complexity to the annual valuation. For example, ESOP shares are valued by law at the price a "willing buyer" would pay, but there is no guarantee that this hypothetical willing buyer would be an S corporation or have an ESOP. Does that make it impossible for the appraisal firm to consider the S corporation ESOP tax shield? If not, how should it affect the annual valuation? Does the appropriate valuation method change for initial transactions, ongoing operation, or in evaluating a potential sale of the company? What's the difference between valuation for a 100% ESOP-owned S corporation and one where the ESOP has a smaller stake? This webinar stands on its own, but many attendees will also view our other two S corporation webinars (one on legal issues and one on administrative issues)

The legal issues discussed in the first webinar in our series on S corporation ESOPs have important implications for the administration of your ESOP. Make sure that your company is compliant with the complex rules and procedural requirements for effectively running an ESOP in an S corporation. Participants will leave this webinar with some questions to ask their administration firm to ensure that their ESOP is compliant and that they are getting the greatest benefit from the plan.

This webinar provides a basic understanding of the process of completing a repurchase forecast and the factors and assumptions that affect the outcome of forecast, including the impact of specific plan provisions (such as distribution timing and segregating accounts), the impact of the distribution mechanics (recycling vs. redeeming), and interplay between the stock value and the repurchase obligation.

Successful leadership transitions are complex and there is obviously no "one-size-fits-all" approach to guarantee success. You will learn: The key factors that determine the success of a succession plan. How business owners decide if they are good candidates to establish an ESOP. What steps businesses should take to create a successful ESOP company.

There are several ways to finance the repurchase obligation, including "pay-as-you-go" funding, pre-funding, paying dividends/S corporation distributions, corporate-owned life insurance, and incurring debt, i.e., releveraging the ESOP. The methods for handling repurchased shares, i.e., redeeming or recycling, will also be discussed. This webinar will cover the mechanics as well as pros and cons of each. You will learn:

Closely held ESOP companies have a specific legal obligation to buy back stock from departing and diversifying employees. This webinar will describe these requirements and explore than various alternative approaches you can use on such issues as the timing, form, and requirements for distributions, account segregation at termination, changing when distribution occurs, diversification requirements, what valuation to use, and more.

This webinar highlights how the communication committee is essential to the long-term success of the organization. Our goal is to help your company have an effective internal communications committee.

This webinar covers the legal issues you need to know about S corporation ESOPs.

Deciding whether or not to adopt an ESOP? View this webinar to learn about the costs and benefits to the company, seller, and employees.

Both ESOP and non-ESOP companies regularly provide employees with some form of individual equity compensation. What kinds of equity plans are there? How do you determine which to use? How do you decide how much to give to which people under what conditions?

This webinar examines such issues as repurchase policies, rebalancing, and segregation to keep stock flowing to newer employees, distribution rules that work for the long-term, and other ways to keep an ESOP relevant and sustainable.

The last year has seen a number of important new developments in ESOP law and practice. The Supreme Court decision in the Fifth Third case and the Department of Labor GreatBanc settlement have established new guidelines for ESOP fiduciaries. Other legal cases and regulations have also raised some important issues. This Webinar will bring you up to date on what these recent developments mean for your plan. You will learn:

The DOL has been more active in investigating ESOPs. This Webinar will discuss: What are the main areas of focus for DOL in ESOP investigations and litigation? What are the best practices for staying out of regulatory trouble?

Employees are no longer satisfied by being cogs in the wheel. Instead, they want to feel like they have a stake in the success of their company and make a difference in their customers' lives. Giving your employees trust and opportunities to improve processes make them more aligned with the company mission and willing to go the extra mile. In this webinar, you'll get the best practices to help accomplish this like:

ESOPs are complicated and it is inevitable that some companies will make mistakes. Finding and correcting those mistakes yourself can save time and trouble, and the experts in this webinar will help you prevent any audits from becoming complicated, to find errors, and to decide the best way to address those errors yourself before the regulators get involved.

As ESOPs mature, the rules they started out with for distributions, allocations, vesting, participation, rebalancing shares, account segregation, and other issues may no longer be optimal. You may also want to change plan providers, including appraisers or hiring an institutional trustee. This webinar will explore what the law allows and requires you to do when making plan changes. You will learn:

LLCs require specific forms of equity compensation. This webinar looks at the forms of equity available for LLCs, including capital interests, profits interests, unit rights plans, and unit appreciation rights plans. You will learn:

In many companies, the valuation process is a black box—failure to understand valuation blocks the line of sight between employees' day-to-day activity and the value of their ESOP accounts. In order to tap the power of their ESOPs, companies need people to have a basic understanding of how valuation works and what aspects of the value employees can affect.

Recent Federal legislation resulted in increased long-term capital gains tax rates. As a result, more business owners are expressing their interest for tax-deferred sales to ESOPs. As the selling shareholder to an ESOP, you have the option to pay the capital gains tax created by the sale, or if you are eligible, you can elect section §1042 of the Internal Revenue Code.

The IRS now wants you to have a written distribution policy. It's a good idea anyway. A well crafted will help you manage your repurchase obligation in a sustainable, equitable manner. In this webinar, ESOP experts discuss: Legal requirements: what you need to have in your policy and what you should have in your policy Best practices for distribution policies

Most ESOP companies value creating a workplace where people feel included, can grow and develop, and can contribute meaningfully to the success of the company.  While many companies understand the business case and already recognize the value of employing a diverse workforce and cultivating a culture of inclusion, they struggle with knowing where and how to start and what to do to keep momentum moving forward.

This webinar is for S corporations that are thinking of setting up an ESOP and C corporation ESOP companies thinking of switching to S status. It will review basic S ESOP corporation rules, how S and C ESOP tax incentives differ, using S distributions, issues on converting from C to S, and basic valuation and administrative concerns. We will discuss:

This webinar looks at the forms of equity compensation available for closely held companies, including stock options, stock appreciation rights, phantom stock, restricted stock, and restricted stock units. We will also explore how to decide how much equity to share, how to decide how much to provide to different employees, who should be eligible for equity awards, and what rules make sense, and who should get equity with what rules. You will learn:

Leaders often ask what it takes to get more employees "thinking like an owner." The truth is, It takes more than just an ESOP. One challenge to engaging all employees as owners are the often invisible divides based on class and profession in our organizations: office and field, shop floor and customer service, sales and warehouse.

Most, if not all, ESOP companies also have a 401(k) plan. Employers should view these two programs together – not separately. Discussion topics include:

ESOP Administrative Committees can play a variety of roles. Most commonly, they either are the fiduciary or direct the fiduciary. In both cases, they also make sure that plan administration is properly handled.

Every year we hear great ideas from ESOP companies on culture, administration, sustainability, governance, and more. This webinar brings together many of these ideas in a single place. What are some of the best ideas from ESOP companies in corporate culture and communication? What are some of the best ideas from ESOP companies in plan design, operations, and governance?

Executives who will work well in an ESOP environment have a different profile from non-ESOP leaders. Therefore, when hiring for leadership roles, ESOPs must create a different set of criteria by which to evaluate; the standard models do not apply.  This webinar will outline this profile as well as give practical tips on how to interview/evaluate candidates when hiring or promoting a leader.

In many companies, the valuation process is a black box—failure to understand valuation blocks the line of sight between employees' day-to-day activity and the value of their ESOP accounts. In order to tap the power of their ESOPs, companies need people to have a basic understanding of how valuation works and what aspects of the value employees can affect.

Determining the value of ESOP shares requires complicated, regulated analysis, but everyone connected with the ESOP needs to know the basics. This webinar is designed to serve either as an overview for people who just want to understand the key concepts of ESOP valuation or as a foundation on which to learn more advanced valuation topics. We assume that participants have a knowledge of financial statements, but not familiarity with valuation. You will learn:

This webinar provides you with an overview of how employee stock ownership plans (ESOPs) work, with the focus on financing the ESOP transaction to help you assess whether an ESOP is feasible for your company. You will learn: How you can best finance an ESOP.

Successful leadership transitions are complex and there is obviously no "one-size-fits-all" approach to guarantee success. You will learn: The key factors that determine the success of a succession plan. How business owners decide if they are good candidates to establish an ESOP. What steps businesses should take to create a successful ESOP company?

Providing the right executive compensation is a tricky issue for any company, but it can be especially challenging for an ESOP company. Fiduciary rules require the ESOP trustee to make sure that executive pay is reasonable. S ESOP corporation rules require special care be paid to the form in which executives receive equity compensation and how much they get. Corporate philosophies about compensation may emphasize a flatter pay and rewards scale than in similar conventional companies.

ESOPs can transform businesses into high-performance organizations. But to do that, companies need to find ways to fully engage employee owners and develop an effective ownership culture. Employee surveys are a good way to engage employees and gauge their perspectives on the fundamental aspect of your ownership culture and what needs to be done to move forward.  You will learn:

This replay is a one-hour overview of to the main features of employee stock ownership plans (ESOPs). It is appropriate for people familiar with basic business and finance topics but new to ESOPs and for those responsible for ESOP communication.

This Webinar focuses on the decision about whether or not to adopt an ESOP, covering the costs and benefits to the company, seller, and employees, especially in comparison to alternative paths the company may consider. Presenters will describe the essential features of how ESOPs work, with a focus on how those features come into play during feasibility assessment and plan design. Attendees will also hear examples from specific transaction highlighting some of the decision points, as well as the non-financial issues that often determine whether an ESOP is a success or failure in the long-run. You will learn: How to weigh the financial costs and benefits of an ESOP, including a comparison to alternative paths. The non-financial factors that may determine whether an ESOP is a good idea for their company, such as legal issues, shareholder goals, and company culture.

Many entrepreneurial companies want to stay private for many more years or perhaps indefinitely. How can you provide liquidity for employee owners and not to an IPO or be sold? You will learn: Approaches to providing liquidity for private company owners, including employees with equity awards. Sources of financing, including secondary investors, ESOPs, and secondary markets.

This Webinar looks at two new innovative ESOP strategies that help mitigate common risks in ESOP transactions. The first looks at providing reasonably priced downside protection for ESOP participants in the case of a sharp drop in stock value. The second looks at providing a strategy for reinvestment of gains made from the sale to an ESOP that meet all the qualified replacement property requirements while proving the same flexibility and protection of an index fund. You will learn: