Register For Course
Live Webinar Registration
OnDemand Recording
Course Book Download
Overview
Draft Airtight LLC Operating Agreements Every Time
A poorly drafted LLC operating agreement can unravel years of client work - triggering disputes, tax complications, and costly litigation. This hands-on workshop takes a clause-by-clause approach to drafting airtight operating agreements, walking through real-world scenarios and common drafting traps at every stage. From membership structures and governance provisions to buy-sell mechanics, AI-assisted drafting, and ethics, you will leave with concrete drafting strategies you can apply immediately. Draft with greater precision, confidence, and consistency - register today!
- Apply clause-level drafting techniques for membership interests, contributions, and economic provisions.
- Structure governance and voting provisions that work in practice, not just on paper.
- Draft profit/loss allocations and distribution provisions with precision.
- Build enforceable buy-sell, transfer restriction, and exit provisions tailored to client needs.
- Anticipate and prevent the drafting errors most commonly litigated in LLC disputes.
- Use AI tools effectively and ethically to draft and review LLC operating agreements.
Abbreviated Agenda
- Membership Interests, Capital, and Economic Provisions
- Governance, Management, and Voting Provisions
- Profit and Loss: Allocations and Distribution Provisions
- AI-Powered Drafting and Review
- Drafting for Litigation Avoidance: Lessons From LLC Case Law
- Transfer Restrictions, Buy-Sell Provisions, and Exit Mechanics
- Ethics in LLC Representation
Can't Attend Live?
Get the OnDemand Instead
Watch the recording of this event on your own schedule. We'll notify you when its ready.
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 |
| Montana CLE |
|
6 Total |
| North Carolina 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 |
| 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 |
| Arizona CPE for Accountants |
|
7 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
-
Membership Interests, Capital, and Economic Provisions
- Membership Interest Structures: Units, Percentages, and Classes
- Drafting Capital Contribution Clauses: Initial, Additional, and Contingent
- Documenting Ownership: Certificates, Ledgers, and Registers
- Common Drafting Errors in Economic Provisions
-
Governance, Management, and Voting Provisions
- Choosing the Right Management Structure for the Client
- Drafting Manager Authority, Limitations, and Indemnification Clauses
- Appointment, Removal, and Succession of Managers
- Voting Thresholds and Deadlock: Structuring Decision-Making and Resolving Impasse
- Fiduciary Duties: Modifying, Expanding, or Eliminating
-
Profit and Loss: Allocations and Distribution Provisions
- Tax Classification and Its Impact on Drafting
- Allocation Provisions: Special Allocations and Section 704 Compliance
- Distribution Waterfalls: Pro Rata vs. Non-Pro Rata Structures
- Preferred Returns and Return of Capital Provisions
- Guaranteed Payments vs. Distributive Shares: Drafting Distinctions
- Tax Distribution Clauses and Safe Harbors
-
AI-Powered Drafting and Review
- Crafting Prompts that Yield High-Quality Output
- Walkthrough: Drafting and Refining LLC Operating Agreements With AI
- Practical Tips for AI-Assisted Review
-
Drafting for Litigation Avoidance: Lessons From LLC Case Law
- Veil Piercing: What Poor Drafting Enables
- Ambiguous Fiduciary Duty Clauses and How Courts Interpret Them
- Contested Removal, Capital Call, and Fee-Shifting Provisions
- Charging Orders, Improper Distributions, and Merger Provisions
- Drafting Checklists and Red-Flag Review Techniques
-
Transfer Restrictions, Buy-Sell Provisions, and Exit Mechanics
- Permitted and Prohibited Transfers: Drafting Clear Boundaries
- Rights of First Refusal and Rights of First Offer: Key Differences and Drafting Tips
- Drag-Along and Tag-Along Rights: Protecting Majorities and Minorities
- Put/Call Options and Mandatory Buyout Triggers
- Capital Call Provisions: Obligations, Consequences, and Dilution Mechanics
- Dissolution and Winding-Up Provisions
-
Ethics in LLC Representation
- Identifying and Managing Conflicts in Multi-Member Engagements
- Confidentiality Obligations When Representing the Entity
- Communicating Limitations and Risks to Non-Attorney Members
- Ethics in Negotiations and Document Preparation
- Ethical Use of AI in Drafting LLC Operating Agreements
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
Kenneth A. Votre
is an attorney at Votre & Associates, P.C. He practices commercial litigation, taxation, tax litigation, international business litigation, legal malpractice, and intellectual property litigation. Mr. Votre earned his bachelor's degree from the University of Bridgeport, as well as his J.D. degree, magna cum laude. He earned his LL.M. degree in taxation from the University of Bridgeport and his LL.M. degree in international and comparative law from Georgetown University Law Center. Mr. Votre is admitted to practice law in Connecticut; New York; U.S. District Court, District of Connecticut; U.S. Tax Court; U.S. Court of Appeals, Federal and Second circuits; U.S. Court of International Trade; U.S. Supreme Court; and U.S. District Court, Northern District of Illinois.
Speaker bio
Joseph C. Mandarino
is a Shareholder with Polsinelli in the firm's Atlanta office. His practice focuses primarily on tax and financial planning. Mr. Mandarino writes and speaks extensively on a wide range of business, tax and finance topics. He has published over 100 articles in journals and in-house newsletters, and has participated in over 200 presentations and seminars. Mr. Mandarino's articles have appeared in the National Law Journal, Mergers & Acquisitions magazine, Tax Notes Today, Journal of Real Estate Taxation, Journal of S Corporation Taxation, Journal of Multistate Taxation, Tax & Finance Newsletter and NYU Institute on Federal Taxation. In addition, he has spoken at meetings and seminars organized by numerous organizations, including the American Bar Association, White House Conference on Small Businesses, U.S. Small Business Administration, Georgia Electronic Commerce Association, Federation of Exchange Accommodators, International Reinsurance Conference, Service Corps of Retired Executives and the United Way, as well as several panel-type TV discussion programs. Mr. Mandarino earned his B.A. degree from the University of Toronto, his J.D. degree, cum laude, from Loyola University School of Law and his LL.M. degree from New York University School of Law.
Speaker bio
Andrew Dockter
is senior counsel with Shook, Hardy & Bacon L.L.P., where his practice focuses on business transactions and tax law for individuals, and all stages and sizes of business entities. He is experienced in routinely drafting and negotiating relevant documents for joint ventures, LLCs, partnerships (including limited partnerships), closely held businesses (including succession planning) and corporations, as well as assisting individuals with their interactions with such entities. Mr. Dockter represents clients in a wide variety of industries, including real estate, finance, technology, medical, manufacturing, service and retail. While earning his J.D. degree, he worked as a tax researcher for H&R Block where he specialized in business entity taxation issues. Mr. Dockter would then earn a Master of Laws degree in taxation. Before joining Shook, he worked for eight years as a business and tax law attorney in private practice.
Speaker bio
Christopher J. Bonner
is special counsel with Barclay Damon, LLP, where he practices in the areas of corporate law, corporate and municipal securities, and banking regulation. His clients include large and small businesses, banks, startup enterprises, buyers and sellers of businesses, and securities investors. Mr. Bonner organizes corporations, LLCs and other alternative entities, and represents them on a continuing basis with various kinds of business contracts. He represents buyers and sellers of businesses, from the initial planning stage through to the final closing. Mr. Bonner is a member of the New York State Bar Association (Business Law and Tax Law sections) and American Bar Association (Business Law and Taxation sections). He earned his B.A. degree from Williams College, his J.D. degree from Harvard Law School and his LL.M. degree in taxation from New York University.
Speaker bio
Tony Arias
is an associate with the Denver office of Holland & Hart LLP, where he helps clients navigate complex and rapidly evolving laws and regulations, deploying industry best practices across AI, privacy, security, consumer finance, and risk management issues. He holds CIPP/US, CIPM, and AIGP certifications from the International Association of Privacy Professionals. With clients ranging from nimble startups to prominent Fortune 500 companies, Mr. Arias provides counsel on U.S. and international privacy, security, and fintech regulatory compliance and contractual matters. As corporate counsel and data privacy officer for a fintech company, he gained valuable experience providing SaaS solutions to top-tier financial institutions. In this role, Mr. Arias negotiated and executed complex, high-value transactions and improved the business's data management and privacy compliance. He also brings private practice experience representing clients in consumer finance regulatory compliance matters, complex commercial lawsuits, and federal and state government investigations. Beyond his professional commitments, Mr. Arias is deeply involved with his community, serving as a mentor and adopting leadership roles in various professional and civic organizations. He has been instrumental in establishing and distributing scholarship funds for deserving individuals, championing equity in education, and contributing to increased visibility for local artists. Mr. Arias earned his B.A. degree from University of Evansville and his J.D. degree from University of Denver Sturm College of Law.
TOP FAQs
How do I access my courses?
Do you have options for attendees who are deaf or hard of hearing?
What happens if my course is cancelled?
Are multiple attendee discounts available?
When will the OnDemand be available and how long will I have access to the content?
What is included with my course purchase?
Will I receive a certificate of completion?
Can multiple people watch courses and request credit?
Have more questions? Please Contact Us
