A Practical Guide to LLCs

Friday, November 15, 2019 | 9:00 a.m. – 1:00 p.m.

Program Chair:

Stella Lellos
Rivkin Radler 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 sole proprietorship, 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 | $349 for Nonmembers
    Members who are Recent Law Graduates, Newly Admitted Lawyers (admitted for the first time in any state or country 2017-2019), In-House/Corporate Counsel, Judges (and their staff who are also members), or attorneys that practice within the Government, Academic or Not-for-Profit sectors attend this program for free.

  • David E. Kahen
    Roberts & Holland LLP
    Robert C. Kern, Jr.
    Rivkin Radler LLP
    John 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

    Robert C. Kern, Jr.

    9:50 am – 10:40 am

    Tax Aspects of LLCs

    • Tax Classification: “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

    Stella Lellos

    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/Answer Session

  • CLE Credit
    New York:
    4.5 Total: 2.0 Skills, 1.5 Professional Practice, 1.0 Ethics
    New Jersey:
    4.6 General
    California:
    4.5 Total: 2.0 Skills; 1.5 Professional Practice, 1.0 Ethics
    Pennsylvania:
    3.5 Total: 3.0 General, 0.5 Professional Responsibility

  • Sponsorship Opportunities are Available! Please Contact:
    Angie Avila, Manager, Membership Outreach and Sponsorships | (212) 382-6608 | aavila@nycbar.org

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