Business & Securities Law

4.67

LLCs: Member-Managed vs. Manager-Managed

Credits Available
Credit Status Total
Alaska CLE Reciprocity 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
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 Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
Tennessee 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
OnDemand
5 hours 55 minutes
Mark Brechbill
Michael Duffy
Robert Kasieta
Caitlin Rieser
Richard Marsh
With Mark Brechbill from Mark Brechbill, PLLC + 4 others
Recorded June 26, 2025.
Product ID 100367

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Overview

Managerial Roles, Operating Agreements, Tax Procedures, and More

How are operating agreements written to accommodate for different managerial situations? What tax procedures direct the actions of a manager vs. a member? Learn how to advise LLC members in structuring their enterprise and how to overcome difficult tax or member-manager disputes. Register today!

  • Prepare for organizing and advising LLC members on the various procedures of LLCs.
  • Learn how to create comprehensive operating agreements that address common management misconceptions.
  • Acknowledge the benefits and drawbacks of both member-managed and manager-managed LLCs.
  • Prevent common tax hurdles and streamline the LLC process.
  • Resolve member-manager complaints and correct misconduct.

Abbreviated Agenda

  1. Basic Organization and Format: Weighing the Pros and Cons of Both Options
  2. Creating a Member-Managed Operating Agreement (With Sample OA)
  3. Adding Another Piece to the Puzzle: Manager-Managed Operating Agreements (With Sample OA)
  4. What Rights Should Managers Have Over Members? Problems and Disputes
  5. Tax Procedures
  6. Ethics in the Creation and Operation of LLCs
Product ID 100367

Credit Details

Credits Available
Credit Status Total
Alaska CLE Reciprocity 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
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 Dakota CLE Approved 6 Total
Nebraska CLE Approved 6 Total
New Hampshire CLE Approved 6 Total
New Mexico CLE Approved 6 Total
Nevada CLE Approved 6 Total
New York CLE Approved 7 Total
Oklahoma CLE Approved 7 Total
Oregon CLE Approved 6 Total
Pennsylvania CLE Approved 6 Total
Tennessee 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
Select Jurisdiction
CLE

Agenda

All times are shown in
  1. Basic Organization and Format: Weighing the Pros and Cons of Both Options

    1. Understanding Structure and Operation
      1. Separate Entities
      2. Ownership
      3. Registered Agent Responsibilities
      4. Opening a Business Bank Account
    2. Documents and Considerations
    3. Formation State and Requirements
    4. Recent Laws and Current Issues
  2. Creating a Member-Managed Operating Agreement (With Sample OA)

    1. General Organization and Member Roles
    2. Capital Contributions
    3. Profit and Loss Sharing
    4. Procedural Decisions and Amending the OA
    5. Sale and Transfer of Interests
    6. Dispute Resolution
    7. Dissolution
    8. Transitioning from Member-Managed to Manager-Managed
  3. Adding Another Piece to the Puzzle: Manager-Managed Operating Agreements (With Sample OA)

    1. Mapping out the Management Structures: Members as Managers, Board-Governed LLCs, etc.
    2. Reduced Member Roles
    3. Manager Roles and Responsibilites
      1. A Manager's Responsibility to the LLC
      2. Day-to-Day Management
      3. Meetings and Voting
      4. Managing Capital Contributions of Members
      5. Distributions
    4. Member Approval: When It's Needed and How It's Obtained
    5. Manager Compensation, Limitations
    6. Sale, Dissolution, and Exit Strategies
  4. What Rights Should Managers Have Over Members? Problems and Disputes

    1. Vacancies and Trust in Members vs. Outside Managers
    2. Managing Members vs. Managers
    3. Duties and Liabilities
    4. Indemnification
    5. Common Disputes Between Members and Managers: Compensation, Distributions, Authority Limitations, Breach of Duty, etc.
    6. Preparing for Disputes With Members vs. Managers
    7. Manager Misconduct
    8. When All Else Fails: ADR and Litigation Essentials
  5. Tax Procedures

    1. Tax Implications of Formation Choices: Partnership vs. C or S Corp
    2. Self-Employment or Payroll Taxes
    3. Pass-Through Entity Protections
    4. Difference in Deductions and Deferral Options
    5. Conversions
    6. Liquidation of the LLC
  6. Ethics in the Creation and Operation of LLCs

    1. Who's Your Client: Member, Company, or Manager?
    2. Role of Attorney in LLC Formation
    3. Avoiding Conflicts of Interest
    4. When to Refer an LLC Case Out
    5. Fraudulent Transfers
    6. Guarding Confidentiality

Who Should Attend

This program is designed for attorneys. It may also benefit tax professionals, accountants, paralegals, and business professionals.

Speakers

Mark Brechbill
Mark
Brechbill
Mark Brechbill, PLLC
Michael J Duffy
Michael J.
Duffy
Saul Ewing LLP
Robert J Kasieta
Robert J.
Kasieta
Kasieta Legal Group, LLC
Caitlin G Rieser
Caitlin G.
Rieser
Dentons
Richard E Marsh Jr.
Richard E.
Marsh, Jr.
Marsh Law Firm
Speaker bio
Mark Brechbill

Mark Brechbill

Mark Brechbill, PLLC
Mark Brechbill

is the founder of Mark Brechbill, PLLC, Certified Public Accountants, a large CPA firm providing auditing, consulting and accounting services to small to mid-sized businesses on the Treasure Coast. He is also the founder of MB Wealth Solutions, LLC, a financial and business consulting firm focusing on generational business strategies and complicated tax and estate planning issues. Mr. Brechbill concentrates most of his time in the firm's business and tax consulting practice, assisting with business formation and organization, purchases and sales, and reorganizations. He also sponsors and hosts a series of call-in radio programs entitled "Treasure Coast Solutions" that answers listeners' questions pertaining to condos and HOAs; non-profit activities; city of Stuart issues; and international, national and statewide economic policies and their impact on individuals and businesses locally. Mr. Brechbill has a Bachelor of Business degree in accounting from Western Illinois University, is licensed as a CPA in Florida, and is a member of the FICPA and AICPA.

Speaker bio
Michael J Duffy

Michael J. Duffy

Saul Ewing LLP
Michael Duffy

is an associate in Montgomery McCracken Walker & Rhoads LLP's Business Department. He focuses his practice on general corporate matters, with a concentration on government contracting, intellectual property, finance, consulting, employment, real estate, and corporate governance. Mr. Duffy has extensive experience with a wide variety of business transactions, from initial contact with transaction targets and indications of interest, through to closing and post-transactional events. He has represented businesses in a broad range of industries including pharmaceutical distribution and research, technology, construction, and real estate, in matters of negotiating and drafting organizational documents, distribution agreements, independent contractor agreements, construction agreements and purchase agreements, as well as trademark applications with the U.S. Patent and Trademark Office, international trademark registrations through WIPO and other intellectual property-related matters. Prior to joining Montgomery McCracken, Mr. Duffy was a senior associate at a regional law firm, a former business owner and the Corporate Training Program Director of UNESCO Vietnam, gaining international business and legal experience while developing the country's connections to the transnational corporate community. He graduated undergrad from Rutgers College, and earned his law degree from Rutgers School of Law. During law school, Mr. Duffy competed in the Annual ICC International Mediation Competition in Paris, France, placing in the top 30 competitors. Additionally, he served as student assistant for the New York State Bar Association Taskforce on New York Law in International Matters.

Speaker bio
Robert J Kasieta

Robert J. Kasieta

Kasieta Legal Group, LLC
Robert Kasieta

is the founder of Kasieta Legal Group, LLC in Madison, Wisconsin. He is a certified civil pre-trial and trial specialist by the National Board of Trial Advocates. Mr. Kasieta practices in civil litigation, with an emphasis on plaintiff personal injury and employment cases, as well as commercial litigation. He has written and taught extensively in the areas of trial practice, personal injury law and insurance law, and is an instructor of trial practice at the University of Wisconsin Law School. Mr. Kasieta is admitted to practice before the U.S. Supreme Court, as well as the U.S. Court of Appeals for the Seventh and Eleventh circuits, and all Wisconsin courts. He is a member of the Dane County Bar Association, State Bar of Wisconsin and the American Association for Justice. Mr. Kasieta earned his B.S. degree, summa cum laude, from Northern Michigan University and his J.D. degree from Marquette University Law School.

Speaker bio
Caitlin G Rieser

Caitlin G. Rieser

Dentons
Caitlin Rieser

is a member of Dentons' Tax group, and focuses her practice on federal transactional tax issues of business entities, including partnerships, limited liability companies, and S and C corporations. She counsels business owners on various tax matters, including corporate governance and compliance, ownership interest or stock sales, mergers, conversions, reorganizations/restructures and dissolutions, among many others. Ms. Rieser often assists clients with drafting operating agreements, partnership agreements, bylaws, meeting minutes, resolutions and other corporate documents. She also has experience in the M&A field and has assisted with stock purchase agreements, merger agreements and related transactional documents. Ms. Rieser also helps clients by identifying, analyzing and advising on eligibility for various federal business tax credits and incentives, including the research and development tax credit, COVID-19 related tax credits and cost-segregation analyses. Her experience also includes the formation and governance of nonprofits and tax-exempt entities and advising on various state and local taxation issues. In all areas of her practice, Ms. Rieser aims to help her clients achieve their legal and tax business goals and to structure their organizations as tax efficiently as possible. She earned her B.A., magna cum laude, from University of Louisville; her J.D. degree, magna cum laude, from University of Louisville Brandeis School of Law; and her LL.M. degree in taxation from Boston University.

Speaker bio
Richard E Marsh Jr.

Richard E. Marsh, Jr.

Marsh Law Firm
Richard Marsh

is a partner at Marsh Law firm. He is a board-certified specialist in estate planning and probate law in North Carolina. Mr. Marsh practices in tax, business transactions, and estate planning and administration. He is an active writer and lecturer for attorneys, CPAs, CLUs, and other financial professionals and trade groups in the areas of estate planning, tax planning, sales and purchases of businesses, and tax-advantaged transactions involving real estate; and taught decedents estates, estate planning, and will drafting at the law school level for about a decade. He is a member of the North Carolina State Bar, The Florida Bar, and South Carolina Bar. Mr. Marsh earned his B.A. degree from Bucknell University, his J.D. and M.B.A. degrees from the University of North Carolina at Chapel Hill, and his LL.M. degree from Georgetown University.

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