A Practical Guide to LLCs

Friday, November 20 | 9 am – 1 pm

• Description
• Faculty
• Agenda
• CLE Credit
• Products
• Sponsors

• 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 the drafting of the basic operating agreement. Working from actual operating agreements, penalists 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: $299 Member | $399 Nonmember
  In-House Counsel: $199 Member | $299 Nonmember

  Please call 212-382-6663 for the In-House Counsel Rate

  Register Online

• Matthew S. Criscimagna
  Richards, Layton & Finger, P.A

  David E. Kahen
  Roberts & Holland LLP

  Stella Lellos
  Rivkin Radler LLP

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• 9:00 am – 9:50 am      Choice & Formation of LLCs

  • Choice of LLC Considerations
  • Mechanics of Formation of LLC
  • Operating Agreement

  Presented By: 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

  Presented By: David E. Kahen

  10:40 am – 10:50 am   Break

  10:50 am – 11:45 am   Selected Special Use 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

  Presented By: 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

  Presented By: Mathew S. Criscimagna

  12:35 pm – 1:00 pm   Question/Answer Session 

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• CLE Credit:
  NY: 4.5 total: 2.0 skills; 1.5 professional practice & 1.0 ethics
  NJ: 4.6 general
  CA: 4.5 total: 3.5 general & 1.0 professional responsibility
  PA: 3.5 total: 3.0 general & 0.5 professional responsibility

  CPE Credit:
  NY CPE: 4.5 total: 2.5 advisory; 1.0 taxation & 1.0 ethics

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• Save on DVDs & CDs 
  *DVDs: $299 Member/$399 Nonmember
  *CDs: $229 Member/$299 Nonmember
  *Materials Only (no CLE credit): $99 Member/$129 Nonmember
  * New York residents will be charged the New York sales tax for all audio visual purchases.
  

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• Sponsorship Opportunities are Available! Please Contact: 
  Ann Rappleye, Director of Programs, City Bar Center for CLE | (212) 382-6606 | ARappleye@nycbar.org or

  Register Online