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Create a Solid LLC Agreement for Your Client

Drafting an airtight LLC agreement is the best way to protect your client from future disputes and litigation. Gain a better understanding of what should be taken into consideration and what crucial provisions need to be included in your agreements to ensure a favorable outcome in settlement or court if member conflicts arise. Register today!

  • Get a step-by-step walkthrough of details to consider when drafting an LLC agreement.
  • Gain a better understanding of formation provisions in the operating agreement.
  • Identify practical implications of majority, super-majority and unanimity voting.
  • Learn different options for tax entity selection.
  • Increase your knowledge of transfer restrictions, right of first refusal, impasse (put/call) capital call and dissolution provisions.
  • Receive practical advice for common ethical issues that may arise, including conflicts of interest and confidentiality issues.

All times are shown in Eastern time

  1. Formation and Drafting: Articles and Operating Agreement
    10:00 - 11:00, Marcus D. Dunn and Benjamin S. Zacks
    1. Types of LLCs
    2. Steps to LLC Formation
    3. The Basics of Articles of Organization
    4. Capital Contributions
    5. Ownership Interest Documentation
    6. LLC Recordkeeping
    7. Drafting Tips and Suggestions
  2. Management and Voting Provisions
    11:15 - 12:15, Marcus D. Dunn and Benjamin S. Zacks
    1. Member Managed vs. Manager Managed
    2. Manager Powers, Appointment, Resignation and Termination
    3. Officers (If Desired)
    4. Problems with Decision-Making in LLCs
    5. Practical Implications of Majority, Super-Majority and Unanimity Voting
    6. Scope of Fiduciary Duty and Other Duties of Managers and Members
  3. Transfer Restriction Issues, Right of First Refusal, Impasse (Put/Call), Capital Call and Dissolution Provisions
    12:15 - 1:15, Marcus D. Dunn and Benjamin S. Zacks
    1. Limitations on Transfer
    2. Tax and Operations Effects of Different Types of Buyout Provisions
    3. Options and Mandatory Buyouts
    4. Rights of First Refusal and Rights of First Offer
    5. Drag-Along, Come-Along Rights
    6. Capital Calls
    7. Impasse Provisions
    8. Dissolution
  4. Tax Process: Distribution and Allocation Provisions
    1:45 - 2:45, Marcus D. Dunn and Benjamin S. Zacks
    1. Options for Tax Entity Selection
    2. Allocations of Profits and Losses
    3. Distributions Generally
    4. Preferred Returns
    5. Payments for Providing Services or Capital
  5. Current Developments in LLC Litigation
    2:45 - 3:45, Marcus D. Dunn and Benjamin S. Zacks
    1. Limited Liability of LLC Members and Managers - Piercing the LLC Veil
    2. Fiduciary Duties of LLC Members and Managers
    3. Interpretation of LLC Operating Agreement as to Fiduciary Duties
    4. Interpretation of LLC Operating Agreement as to Additional Capital Contributions
    5. Interpretation of LLC Operating Agreement as to Removal of Manager
    6. Interpretation of LLC Operating Agreement as to Fee-Shifting Provisions
    7. Reformation of LLC Operating Agreement
    8. Improper Distribution by an LLC
    9. Charging Orders Regarding LLC Property
    10. Merger, Conversion and Reorganization of LLCs
  6. Ethics
    4:00 - 5:00, Marcus D. Dunn and Benjamin S. Zacks
    1. Conflicts of Interest and Confidentiality
    2. Unauthorized Practice of Law

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