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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.
- Weigh different options for tax entity selection.
- Draft better 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 risks.
Abbreviated Agenda
- Formation and Drafting: Articles and Operating Agreement
- Management and Voting Provisions
- Tax Process: Distribution and Allocation Provisions
- Transfer Restriction Issues, Right of First Refusal, Impasse (Put/Call), Capital Call and Dissolution Provisions
- Current Developments in LLC Litigation
- Ethics
Credit Details
Credits Available
| Credit | Status | Total |
|---|---|---|
| Alaska CLE |
|
6 Total |
| Alabama CLE |
|
6 Total |
| Arkansas CLE |
|
6 Total |
| Arizona CLE |
|
6 Total |
| California CLE |
|
6 Total |
| Colorado CLE |
|
7 Total |
| Connecticut CLE |
|
6 Total |
| Delaware CLE |
|
6 Total |
| Florida CLE |
|
7 Total |
| Georgia CLE |
|
6 Total |
| Hawaii CLE |
|
6 Total |
| Iowa CLE |
|
6 Total |
| Idaho CLE |
|
6 Total |
| Illinois CLE |
|
6 Total |
| Indiana CLE |
|
6 Total |
| Kansas CLE |
|
7 Total |
| Kentucky CLE |
|
6 Total |
| Louisiana CLE |
|
6 Total |
| Maine CLE |
|
6 Total |
| Minnesota CLE |
|
6 Total |
| Missouri CLE |
|
7.2 Total |
| Northern Mariana Islands CLE |
|
6 Total |
| Mississippi CLE |
|
6 Total |
| Montana CLE |
|
6 Total |
| North Carolina CLE |
|
6 Total |
| North Dakota CLE |
|
6 Total |
| Nebraska CLE |
|
6 Total |
| New Hampshire CLE |
|
6 Total |
| New Jersey CLE |
|
7.2 Total |
| New Mexico CLE |
|
6 Total |
| Nevada CLE |
|
6 Total |
| New York CLE |
|
7 Total |
| Ohio CLE |
|
6 Total |
| Oklahoma CLE |
|
7 Total |
| Oregon CLE |
|
6 Total |
| Pennsylvania CLE |
|
6 Total |
| Rhode Island CLE |
|
7 Total |
| South Carolina CLE |
|
6 Total |
| Tennessee CLE |
|
6 Total |
| Texas CLE |
|
6 Total |
| Utah CLE |
|
6 Total |
| Virginia CLE |
|
6 Total |
| Vermont CLE |
|
6 Total |
| Washington CLE |
|
6 Total |
| Wisconsin CLE |
|
7 Total |
| West Virginia CLE |
|
7.2 Total |
| Wyoming CLE |
|
6 Total |
| New York CPE for Accountants |
|
7 Total |
| Washington CPE for Accountants |
|
7 Total |
| Wisconsin CPE for Accountants |
|
7.2 Total |
| CPE for Accountants/NASBA |
|
7 Total |
Select Jurisdiction
CLE
Other
Agenda
-
Formation and Drafting: Articles and Operating Agreement
- Types of LLCs
- Steps to LLC Formation
- The Basics of Articles of Organization
- Capital Contributions
- Ownership Interest Documentation
- LLC Recordkeeping
- Drafting Tips and Suggestions
-
Management and Voting Provisions
- Member Managed vs. Manager Managed
- Manager Powers, Appointment, Resignation and Termination
- Officers (If Desired)
- Problems with Decision-Making in LLCs
- Practical Implications of Majority, Super-Majority and Unanimity Voting
- Scope of Fiduciary Duty and Other Duties of Managers and Members
-
Tax Process: Distribution and Allocation Provisions
- Options for Tax Entity Selection
- Allocations of Profits and Losses
- Distributions Generally
- Preferred Returns
- Payments for Providing Services or Capital
-
Transfer Restriction Issues, Right of First Refusal, Impasse (Put/Call), Capital Call and Dissolution Provisions
- Limitations on Transfer
- Tax and Operations Effects of Different Types of Buyout Provisions
- Options and Mandatory Buyouts
- Rights of First Refusal and Rights of First Offer
- Drag-Along, Come-Along Rights
- Capital Calls
- Impasse Provisions
- Dissolution
-
Current Developments in LLC Litigation
- Limited Liability of LLC Members and Managers - Piercing the LLC Veil
- Fiduciary Duties of LLC Members and Managers
- Interpretation of LLC Operating Agreement as to Fiduciary Duties
- Interpretation of LLC Operating Agreement as to Additional Capital Contributions
- Interpretation of LLC Operating Agreement as to Removal of Manager
- Interpretation of LLC Operating Agreement as to Fee-Shifting Provisions
- Reformation of LLC Operating Agreement
- Improper Distribution by an LLC
- Charging Orders Regarding LLC Property
- Merger, Conversion and Reorganization of LLCs
-
Ethics
- Conflicts of Interest and Confidentiality
- Unauthorized Practice of Law
- Client Communication
- Legal Ethics in Negotiations
- 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
Speaker bio
Dustin R. 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.
Speaker bio
Mark Brechbill
is the founder of Mark Brechbill, PLLC, 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 earned his 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
Richard R. Marsh
is an attorney with Flaherty Sensabaugh Bonasso PLLC, practicing out of the firm's Clarksburg and Morgantown, West Virginia offices. His areas of concentration include municipal law, trusts and estates, real property, tax matters, and general business representation. Mr. Marsh has extensive experience guiding clients through estate planning and administration, with particular emphasis on addressing estate tax implications and resolving tax liabilities that arise during the settlement process. He graduated from West Virginia University in 2005 with a B.S. degree in agribusiness management and rural development, and from West Virginia University College of Law in 2008. Prior to joining Flaherty Sensabaugh Bonasso PLLC, he practiced with McNeer, Highland, McMunn & Varner L.C. Throughout his career, Mr. Marsh's practice has focused on estates, estate planning, real property, small businesses, and tax considerations integral to those areas.
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