Tax Treatment, Incorporation, Bylaws, Shareholder Agreements, Corporate Compliance and More
Refresh your knowledge and build a strong foundation for representing closely held corporations with this practical guide. Our experienced faculty will teach you how to guide your clients through the entity selection and incorporation process through everyday operation and dissolution. Gain insights on tax treatment, setting up the corporation, drafting effective bylaws, navigating key provisions of shareholder agreements, preventing shareholder disputes and much more. Enhance your practice with real-world insights and tools - register today!
- Gain a deeper understanding of the tax treatment of S-Corps, C-Corps and LLCs.
- Navigate the different laws governing corporations and advise clients in day-to-day operations.
- Draft functional bylaws that ensure the corporation runs smoothly.
- Gain insights on drafting airtight, dispute-proof shareholder agreements.
- Anticipate situations that will trigger shareholder disputes - and find out how to effectively avoid or resolve them.
- Take a practical walk through incorporation and dissolution processes, procedures and challenges.
- Tax Benefits of Corporations: S-Corps vs. C-Corps vs. LLCs
10:00 - 11:00, Michael D. Cross Jr.
- "Double Taxation" - Is it Always a Bad Thing?
- Check the Box Elections
- Pass Through Treatment
- Qualified Subchapter S-Subsidiary
- Tax Basis, Debt and Loss Concepts
- Self-Employment Tax Issues
- Conversions and Reorganizations
- Compensation Tactics
- Who Can be an S-Corp Shareholder?
- Laws Governing S-Corporations and C-Corporations
11:15 - 11:35, Norman S. Newmark
- S-Corp and C-Corp Formation: Key Considerations, Process and Procedures
11:35 - 12:35, Michael D. Cross Jr.
- Essential Pre-Incorporation Considerations
- Choosing the State of Incorporation
- Reserving the Name and IP Concerns
- Preparing Filing the Articles of Incorporation
- EINs and Tax Election Forms
- Other Essential Organizational Matters
- How to Draft the Corporate Recordbook
- How to Form Subsidiary Corporations
- Troubleshooting Common Issues
- Mechanics and Tax Consequences of Converting to a Corporation
- Drafting S-Corp and C-Corp Bylaws
1:05 - 1:50, John L. Hay
- Board Composition, Appointment and Removal of Directors
- Fiduciary Duties, Powers of Directors and Officers and Director Meetings
- Indemnification and Limitation on Liability
- Shareholder Rights and Reports to Shareholders
- Shareholder Meetings
- Voting Thresholds/Mechanisms for Resolving Deadlock
- Amendments and Other Key Provisions
- Shareholder Agreements (with Focus on Top-Disputed Areas)
1:50 - 2:35, John L. Hay
- Investment Structure; Return on Investment
- Election of Directors; Appointment and Removal of Officers
- Information Rights Provisions
- Mechanisms for Resolving Deadlock
- Transfer Restrictions
- Preemptive/First Refusal/Co-Sale/Tag Along and Drag-Along Rights
- Representations and Warranties
- Non-Competition; Non-Solicitation; Confidentiality
- Other Provisions
- Shareholder Disputes: What to do When the Love is Gone
2:50 - 3:50, Brandon M. Schwartz
- Top Situations Triggering a War Among Shareholders
- When a Significant Shareholder Does Not Want Out - But Others Do
- Standing of Individuals to Bring an Action
- Interpreting Essential Documents
- Tools for Resolving Shareholder Disputes
- Strategic Drafting to Prevent Disputes
- Recent Developments and Substantive Court Holdings
- Maintaining the Corporation's Liability Shield
3:50 - 4:35, Brandon M. Schwartz
- Dissolution of a Corporation
4:35 - 5:00, Norman S. Newmark
This program is designed for attorneys. Accountants, bankers/loan officers, paralegals and other professionals representing corporations may also benefit.