Friday, November 18 | 9 am – 1 pm
Program Chair:
Robert C. Kern, Jr. Hand Baldachin & Amburgey LLP
-
In this seminar, an experienced panel will provide a practical introduction to LLCs. The panel will compare the LLC structure to corporations (including S corporations), partnerships and limited partnerships, citing the advantages and disadvantages of each such entity and how such advantages and disadvantages can shape one’s choice-of-entity decision. Speakers will walk through the mechanics of forming an LLC, including drafting of the operating agreement. Working from actual operating agreements, panelists will review managerial, voting, governance and control structures (including consents and tie-breaker arrangements), typical as well as unique capital structures (including preferred interests, profits interests and class interests) and buy-outs and exit strategies (including drag-alongs and tag-alongs, and buy-outs upon death). The discussion will include the use of equity-based incentive compensation arrangements in the context of an LLC and compare them to traditional corporate stock option plans. Throughout its presentation the panel will highlight tax issues and benefits that arise from the utilization of LLCs, discuss new developments in the area of LLC law and provide real-world examples of the use of LLCs in specific businesses and contexts.
Live Program & Webcast: $299 Member | $399 Nonmember
In-House Counsel: $199 Member | $299 Nonmember
-
Matthew S. Criscimagna
Director
Richards, Layton & Finger, P.A.David E. Kahen
Roberts & Holland LLPStella Lellos
Rivkin Radler LLP -
9:00 am – 9:50 am Choice & Formation of LLCs - Choice of LLC Considerations
- Mechanics of Formation of LLC
- Operating Agreement
Stella Lellos
9:50 am – 10:40 am Tax Aspects of LLCs - Tax Characterization: “Check the Box” & Related Rules
- Tax Treatment of LLC Classified as Partnership
- Recent & Ongoing Developments
David E. Kahen
10:40 am – 10:50 am Break 10:50 am – 11:45 am Selected Special Uses of LLCs - Use of LLCs in Acquisitions
- Use of LLC Interests for Compensation
- Use of LLCs in Asset Protection
- Use of LLCs as Bankruptcy Remote Entities
Robert C. Kern, Jr.
11:45 am – 12:35 pm Fiduciary Duties - Brief Comparison of Delaware & New York LLCs
- Default Fiduciary Duties Under the Delaware LLC Act
- Modification of Fiduciary Duties
- Modification of Liability
Matthew S. Criscimagna
12:35 pm – 1:00 pm Question/Answer Session -
NY: 4.5 total: 2.0 skills; 1.5 professional practice & 1.0 ethics
NJ: 4.6 general
CA: 4.5 total: 2.0 skills; 1.5 professional practice & 1.0 professional responsibility
PA: 3.5 total: 3.0 general & 0.5 professional responsibility -
Sponsorship Opportunities are Available! Please Contact:
Maricela Alfonso| Membership and CLE Relations Associate| (212) 382-6608 | MAlfonso@nycbar.org
______________________________________________________________