A Practical Guide to LLCs

Friday, November 21, 2014 | 9:00 a.m. – 1:00 p.m.

PROGRAM CHAIR
Robert C. Kern, Jr.

Attorney at Law

“Practical, useful, engaging discussion.” Vanessa Kaster


 

  • In this seminar, an experienced panel will provide a practical introduction to LLCs. The panel will compare the LLC structure to those 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. The panel will walk through the mechanics of forming an LLC, including the drafting of the basic operating agreement. Working from actual operating agreements, the panel 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 panel will discuss 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 (includes download of materials):

    Live Program – (includes materials):
    Member: $299
    Nonmember: $399

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

    David E. Kahen, Roberts & Holland LLP

    Stella Lellos, Forchelli, Curto, Deegan, Schwartz, Mineo & Terrana, LLP


  • 9:00 a.m. – 9:50 a.m. Choice & Formation of LLCs

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

         Stella Lellos

    9:50 a.m. – 10:40 a.m. 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 a.m. – 10:50 a.m. Break

    10:50 a.m. – 11:45 a.m. 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 a.m. – 12:35 p.m. 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 p.m. – 1:00 p.m. Question/Answer Session


  • New York Credit: 4.5 total: 2.0 skills; 1.5 professional practice & 1.0 ethics
    New York CPE credit: 4.5 total: 2.5 advisory; 1.0 taxation & 1.0 ethics
    This program provides transitional/non-transitional credit for all attorneys.

    California Credit: 4.5 total: 3.5 general & 1.0 professional responsibility
    New Jersey Credit: 4.6 total: 3.6 general & 1.0 professional responsibility
    Pennsylvania Credit:
    3.5 total: 3.0 general & 0.5 professional responsibility

  • Save $$ on DVDs & CDs
    *DVDs – (includes materials):
    $299 Member
    $399 Nonmember

    *CDs – (includes materials): 
    $224 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.


  • Can’t make it to the program in person?  Now you can attend this program from your office or home.  Register and view by clicking on the Casemaker logo below: – See more at: https://cleoffstg.wpengine.com//current-ethical-issues-practice-securities-law/#sthash.jx6aDPxz.dpuf

    Can’t make it to the program in person?  Now you can attend this program from your office or home.  Register and view by clicking on the Casemaker or WestLegalEdcenter logo below:
    Casemaker

  • Sponsorship Opportunities are Available! Please Contact: 
    Ann Rappleye, Director, City Bar Center for CLE | (212) 382-6606 | ARappleye@nycbar.org or
    ____________________________________________________________________________________________
    Darianne De Leon, Program & Sponsorship Coordinator, City Bar Center for CLE | (212) 382-6731 | ddeleon@nycbar.org