(Webcast) A Practical Guide to LLCs

Friday, November 19, 2021 | 9:00 am – 12:45 pm

Program Chair:
Robert C. Kern, Jr.
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 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.

    Program Fee:
    $299 for Members | $399 for Nonmembers
    In-House Counsel: Free for Members | $349 for Nonmembers

    Members who are Law Students, Recent Law Graduates, Newly Admitted Lawyers (admitted for the first time in any state or country 2019-2021), In-House/Corporate Counsel, Judges, and attorney members who practice within the Government, Academic or Not-for-Profit sectors attend this program for free.

  • David E. Kahen
    Roberts & Holland LLP

    Bernadette Kasnicki
    Rivkin Radler LLP

    John D. Seraydarian
    Richards, Layton & Finger, P.A.

  • 9:00 am – 9:50 am
    The Basics:  Choice, Formation and Operating Agreement of LLCs           

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

    Bernadette Kasnicki


    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


    10:50 am – 11:45 am
    Advanced Operating Agreement Issues and Selected Special Uses of LLCs 

    • Buy-Sell Agreements; Death, Disability, Termination of Employment
    • Restrictions on Transfer, ROFR, ROFO, Drag Along and Tag Along
    • Anti-dilution
    • Profits Interests
    • Other Selected Uses -Acquisitions, Asset Protection and Bankruptcy Remote Entities

    Robert Kern


    11:45 am – 12:35 pm
    Comparison of Delaware LLCs and Fiduciary Duties    

    • 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 – 12:45 pm
    Question/Answer Session  

  • New York: 4.0 Total: 3.0 Skills, 1.0 Ethics
    New Jersey: 4.3 General
    California: 4.0 Total: 3.0 Skills, 1.0 Ethics
    Pennsylvania: 3.5 Total: 3.0 General, 0.5 Professional Responsibility
    Connecticut: Available to Licensed Attorneys

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