Agenda / Content Covered

All times are shown in Eastern time

1. Formation and Drafting: Articles and Operating Agreement
   10:00 - 11:00, Daniel S. Welytok
   1. Types of LLCs
   2. Steps to LLC Formation
   3. The Basics of Articles of Organization
   4. Capital Contributions
   5. Ownership Interest Documentation
   6. LLC Recordkeeping
   7. Drafting Tips and Suggestions
2. Management and Voting Provisions
   11:15 - 12:15, Daniel S. Welytok
   1. Member Managed vs. Manager Managed
   2. Manager Powers, Appointment, Resignation and Termination
   3. Officers (If Desired)
   4. Problems with Decision-Making in LLCs
   5. Practical Implications of Majority, Super-Majority and Unanimity Voting
   6. Scope of Fiduciary Duty and Other Duties of Managers and Members
3. Transfer Restriction Issues, Right of First Refusal, Impasse (Put/Call), Capital Call and Dissolution Provisions
   12:15 - 1:15, Brandon M. Schwartz
   1. Limitations on Transfer
   2. Tax and Operations Effects of Different Types of Buyout Provisions
   3. Options and Mandatory Buyouts
   4. Rights of First Refusal and Rights of First Offer
   5. Drag-Along, Come-Along Rights
   6. Capital Calls
   7. Impasse Provisions
   8. Dissolution
4. Tax Process: Distribution and Allocation Provisions
   1:45 - 2:45, Daniel S. Welytok
   1. Options for Tax Entity Selection
   2. Allocations of Profits and Losses
   3. Distributions Generally
   4. Preferred Returns
   5. Payments for Providing Services or Capital
5. Current Developments in LLC Litigation
   2:45 - 3:45, Brandon M. Schwartz
   1. Limited Liability of LLC Members and Managers - Piercing the LLC Veil
   2. Fiduciary Duties of LLC Members and Managers
   3. Interpretation of LLC Operating Agreement as to Fiduciary Duties
   4. Interpretation of LLC Operating Agreement as to Additional Capital Contributions
   5. Interpretation of LLC Operating Agreement as to Removal of Manager
   6. Interpretation of LLC Operating Agreement as to Fee-Shifting Provisions
   7. Reformation of LLC Operating Agreement
   8. Improper Distribution by an LLC
   9. Charging Orders Regarding LLC Property
   10. Merger, Conversion and Reorganization of LLCs
6. Ethics
   4:00 - 5:00, Brandon M. Schwartz
   1. Conflicts of Interest and Confidentiality
   2. Unauthorized Practice of Law

Accreditation Details:

BRANDON M. SCHWARTZ is a trial attorney with Schwartz Law Firm in Oakdale, Minnesota. Mr. Schwartz is board certified by the Minnesota State Bar Association as a civil trial specialist, and is board certified by the National Board of Trial Advocacy as a civil trial law advocate. He focuses his practice primarily on business law and business litigation involving such matters as shareholder disputes, derivative actions, contract creation and litigation, company formation, and age discrimination for clients throughout Minnesota, Iowa, and Wisconsin. Mr. Schwartz also provides counsel and litigation representation in personal injury and family law cases. He is admitted to practice in Minnesota, Iowa, and Wisconsin; and before the U.S. District Court for the districts of Minnesota, Iowa, and Wisconsin. Mr. Schwartz earned his undergraduate degree, cum laude, from Michigan Technological University; and his J.D. degree, cum laude, from the William Mitchell College of Law, and was in the top ten students in his class. He has been published several times by the Minnesota State Bar Association, Michigan Bar Journal, and the American Bar Association. Mr. Schwartz has been named a Rising Star by Super Lawyers multiple times, is a life member of the Million Dollar Advocates Forum and the Multi-Million Dollar Advocates Forum, is a Lifetime Charter Member of Best Attorneys of America, was awarded with Lifetime Achievement by America’s Top 100 Attorneys, and was awarded as one of America’s Top 100 High Stakes Litigators.

DANIEL S. WELYTOK is an attorney with the Milwaukee, Wisconsin office of von Briesen & Roper, s.c., where he practices in the areas of taxation, exempt organizations, and business law. He has served in numerous leadership roles in various professional associations, including the American Bar Association's Advisory Committee, articles editor for The Tax Lawyer, and chair of the American Bar Association's Tax Law Committee, Young Lawyers Division. He is also an active member of the Great Lakes Tax Exempt Government Entities Council, where he has served as chair, and as Great Lakes Area liaison with the Internal Revenue Service. Mr. Welytok frequently speaks at various local and national seminars; is widely published; and has edited, written, and contributed to a number of law-based books, including Nonprofit Law and Governance for Dummies, Sarbanes-Oxley for Dummies, and The Wisconsin Guide to Nonprofits. He earned his J.D. degree from the University of Wisconsin Law School and his LL.M. degree, with distinction, from the DePaul University College of Law.