Friday, November 16, 2018 | 9:00 a.m. – 1:00 p.m.
| Program Chair: |
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 Stella Lellos |
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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 sole proprietorships, citing the advantages and disadvantages of each such structure 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 the basic 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 unusual capital structures (including preferred interests, profits interests and multi-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 for Members | $399 for Nonmembers
In-House Counsel: FREE for Members | $299 for NonmembersMembers who are Recent Law Graduates, Newly Admitted Lawyers (earliest admission 2016-2018 in any state or country), Judges (and their staff), or attorneys that practice within the Government, Academic or Not-for-Profit sectors attend this program for free.
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David E. Kahen
Roberts & Holland LLPRobert C. Kern
Rivkin Radler LLPJohn D. Seraydarian
Director
Richards, Layton & Finger, P.A. -
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
John D. Seraydarian
12:35 pm – 1:00 pm Question and Answer -
CLE Credit
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 ethics
PA: 3.5 total: 3.0 general, 0.5 professional responsibility -
Sponsorship Opportunities are Available! Please Contact:
Angie Avila, Membership Outreach and Sponsorships Manager | (212) 382-6608 | aavila@nycbar.org______________________________________________________________