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