A Practical Guide to LLCs

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• Description
• Faculty
• Agenda
• CLE Credit
• 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 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.

  DVDs & CDs: $229 Member | $329Nonmember
  On-Demand: $179 Member| $279 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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• Matthew S. Criscimagna
  Director
  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 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

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• This program provides 4.5 credits total: 2.0 in skills, 1.5 in professional practice & 1.0 ethics for the New York & New Jersey MCLE requirements. California & Pennsylvania credit differs as it is based on a 60-minute credit hour. The live program provided transitional credit to newly admitted attorneys; the recording does not provide transitional credit.

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• Sponsorship Opportunities are Available! Please Contact:

  Maricela Alfonso| Membership and CLE Relations Associate| (212) 382-6608 | MAlfonso@nycbar.org

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