(Webcast) A Practical Guide to LLCs

Friday, November 20, 2020 | 9:00 am – 12:45 pm

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 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 Recent Law Graduates, Newly Admitted Lawyers (admitted for the first time in any state or country 2018-2020), Judges, 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
    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
      Robert C. Kern, Jr.

    9:50 am – 10:40 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
      Stella Lellos

    10:40 am – 10:50 am

    10:50 am – 11:45 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

    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 total
    California: 4.0 total: 3.0 skills & 1.0 ethics
    Pennsylvania: 3.0 general & .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