Business & Securities Law

4.73

LLC Operating Agreements: Start to Finish

Credits Available
Credit Status Total
Alaska CLE Reciprocity 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Kentucky CLE Approved 6 Total
Louisiana CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Mississippi CLE Approved 6 Total
Montana CLE Approved 6 Total
North Carolina CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Jersey CLE Approved 7.2 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
Rhode Island CLE Upon Request 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Virginia CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
Wyoming CLE Approved 6 Total
OnDemand
5 hours 56 minutes
Andrea Patton
Mark Kimball
Dustin Hurley
With Andrea M. Patton from Lewis Rice LLC + 2 others
Recorded April 30, 2025
Product ID 100148

Buy This Course

Course Includes
$389

OnDemand Video

Video Download

Course Book Download

or
Upgrade to Unlimited CLE and Get This Course
$129/month
All Inclusive CLE subscribers save an average of $3,000/year on CLE costs.

Overview

Create a Solid LLC Agreement for Your Client

Drafting an airtight LLC agreement is the best way to protect your client from future disputes and litigation. Gain a better understanding of what should be taken into consideration and what crucial provisions need to be included in your agreements to ensure a favorable outcome in settlement or court if member conflicts arise. Register today!

  • Get a step-by-step walkthrough of details to consider when drafting an LLC agreement.
  • Gain a better understanding of formation provisions in the operating agreement.
  • Identify practical implications of majority, super-majority and unanimity voting.
  • Learn different options for tax entity selection.
  • Increase your knowledge of transfer restrictions, right of first refusal, impasse (put/call) capital call and dissolution provisions.
  • Receive practical advice for common ethical issues that may arise, including conflicts of interest and confidentiality issues.

Abbreviated Agenda

  1. Formation and Drafting: Articles and Operating Agreement
  2. Management and Voting Provisions
  3. Transfer Restriction Issues, Right of First Refusal, Impasse (Put/Call), Capital Call and Dissolution Provisions
  4. Tax Process: Distribution and Allocation Provisions
  5. Current Developments in LLC Litigation
  6. Ethics

Related Topics

Product ID 100148

Credit Details

Credits Available
Credit Status Total
Alaska CLE Reciprocity 6 Total
Alabama CLE Approved 6 Total
Arkansas CLE Approved 6 Total
Arizona CLE Approved 6 Total
California CLE Approved 6 Total
Colorado CLE Approved 7 Total
Connecticut CLE Approved 6 Total
Delaware CLE Approved 6 Total
Florida CLE Approved 7 Total
Georgia CLE Approved 6 Total
Hawaii CLE Approved 6 Total
Iowa CLE Approved 6 Total
Idaho CLE Approved 6 Total
Illinois CLE Approved 6 Total
Indiana CLE Approved 6 Total
Kansas CLE Approved 7 Total
Kentucky CLE Approved 6 Total
Louisiana CLE Approved 6 Total
Maine CLE Approved 6 Total
Minnesota CLE Approved 6 Total
Missouri CLE Approved 6 Total
Northern Mariana Islands CLE Approved 6 Total
Mississippi CLE Approved 6 Total
Montana CLE Approved 6 Total
North Carolina CLE Approved 6 Total
North Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Jersey CLE Approved 7.2 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Ohio CLE Approved 6 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
Rhode Island CLE Upon Request 6 Total
South Carolina CLE Approved 6 Total
Tennessee CLE Approved 6 Total
Texas CLE Approved 6 Total
Utah CLE Approved 6 Total
Virginia CLE Approved 6 Total
Vermont CLE Approved 6 Total
Washington CLE Approved 6 Total
Wisconsin CLE Approved 7 Total
West Virginia CLE Approved 7.2 Total
Wyoming CLE Approved 6 Total
Select Jurisdiction
CLE

Agenda

All times are shown in

  1. Formation and Drafting: Articles and Operating Agreement

    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

    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

    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. 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

    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

    1. Conflicts of Interest and Confidentiality
    2. Unauthorized Practice of Law
    3. Client Communication
    4. Legal Ethics in Negotiations
    5. Top Client Complaints and Attorney Discipline

Who Should Attend

This course was designed for attorneys. Accountants, banking professionals, enrolled agents, financial planners and business executives may also find it beneficial.

Speakers

Andrea M Patton
Andrea M.
Patton
Lewis Rice LLC
Mark D Kimball
Mark D.
Kimball
MDK Law
Dustin R Hurley
Dustin R.
Hurley
Hurley Law, LLC
Speaker bio
Andrea M Patton

Andrea M. Patton

Lewis Rice LLC
Andrea Patton

is leader of Lewis Rice LLC's Mergers & Acquisitions (M&A) practice group, and advises clients on a variety of corporate matters, including mergers and acquisitions, corporate formation and restructuring and regulatory compliance, with a special focus on transactions in the alcohol distribution space. Understanding that M&A transactions are among the most complex and significant events in the life of a company, Ms. Patton guides her clients through all aspects of the transaction process, from identifying business objectives and conducting due diligence to drafting and negotiating definitive deal documents. She helps clients close dozens of M&A transactions per year, most ranging from tens to hundreds of millions of dollars in purchase price. Ms. Patton earned her B.A. degree from Washington University in St. Louis and her J.D. degree from University of Chicago School of Law.

View full profile
Speaker bio
Mark D Kimball

Mark D. Kimball

MDK Law
Mark Kimball

is the founding shareholder of MDK Law, a firm emphasizing corporate, commercial and property law, and consulting in matters involving federal and international taxation. He is admitted to practice in Washington, New York, Texas and Oregon. Mr. Kimball is an adjunct professor of law at Eotvos Lorand and Masaryk Universities in Europe, and has served as a law school guest lecturer at Seattle University School of Law. He is also engaged as an expert witness in superior court cases involving limited liability companies, governance, and other member issues. Mr. Kimball has been admitted to the Second Circuit Bar (New York, Connecticut and Vermont), Fifth Circuit Bar (Texas and Louisiana), and the Oregon State Bar. He earned his J.D. degree and LL.M. (taxation) degree from the University of Washington School of Law, and also holds an LL.M. degree in transnational commercial practice from Europe. 

View full profile
Speaker bio
Dustin R Hurley

Dustin R. Hurley

Hurley Law, LLC
Dustin Hurley

is the managing attorney at Hurley Law, LLC in Middletown and Cincinnati, Ohio. He has enjoyed a diverse legal career, making him uniquely qualified to effectively represent businesses and business owners. Mr. Hurley's practice is focused on business law, commercial real estate, business litigation and serving as outside general counsel for businesses. He earned his B.S. degree from the Miami University School of Business and his J.D. degree from the University of Dayton School of Law. Mr. Hurley is a member of the Butler County Bar Association and the Mid-Miami Valley Bar Association.

View full profile

TOP FAQs

How do I access my courses?
Courses are available within your account. Simply login to your account and click on My Courses. If you require additional assistance please call our Customer Service Department at 800-930-6182.
Do you have options for attendees who are deaf or hard of hearing?
Closed captioning is available for all Live Webinars. After you've joined the event room, you can enable closed captioning by clicking the "cc" button in the lower right of the player.
What happens if my course is cancelled?
In the unlikely event that NBI cancels or reschedules an upcoming program, each registered attendee will be contacted via email by a representative of NBI. Outreach to attendees begins as soon as NBI is made aware that a program will not move forward at its originally scheduled date and time.
Are multiple attendee discounts available?
Yes, the more people you bring from your organization, the more you save. After the first registration, each additional attendee receives a special discount off of their total tuition.
When will the OnDemand be available and how long will I have access to the content?
The OnDemand Video will be available to stream within 14 days of live broadcast date. You will have access to the content for 6 months in your account. If you’re a subscriber, you’ll have access to your course recordings until 7 days after the expiration date of the subscription.
What is included with my course purchase?
When you enroll prior to the live event date you will receive access to the live-streaming webinar which will allow you to interact with faculty in real-time. With each course, you will receive access to the content via OnDemand Streaming and the Video Download. Course reference materials are included with each course purchase in a downloadable PDF format.
Will I receive a certificate of completion?
Yes, we'll email you a certificate of completion and store in your account for any future reporting needs.
Can multiple people watch courses and request credit?
While only paid registrants can receive continuing education credit for attending, there are no limitations to the number of viewers at each connection.

Have more questions? Please Contact Us