Drafting LLC and LLP Agreements

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Detailed Overview/Outline

Benefits of Attending
Strengthen Your Knowledge and Drafting Techniques

In recent years, LLCs and LLPs have fast become the entities of choice for many types of business ventures across the country. As a lawyer, accountant or other professional, you're often called upon to assist your clients in the preparation of agreements for these entities. Correctly drafting the specific details of the agreement can be the key to the venture’s success. Are you prepared to help your clients deal with these arrangements?

This nuts and bolts seminar will help you save significant amounts of time and effort when working on these contracts. Identify essential concepts you need to know when beginning the drafting process. Understand the economic rights and obligations of the entity and discover the fiduciary and related duties your client will need to consider. Come away with answers about how to help your client set up an effective management structure and create a practical plan for transfers of member interest.

Make sure your knowledge and skills meet your clients' expectations:

• Discover how to account for initial and future contribution obligations
• Learn how to handle member compensation for services
• Find out how to take care of distributions upon liquidation or insolvency
• Examine the duties of loyalty and care
• Learn the basic concepts behind action by written consent
• Find out the difference between member managed and manager managed LLCs
• Get bottom line answers about events that can cause the termination of member status
• Identify the difference between economic and membership interest
• Learn about dispute resolution and arbitration provisions

Agenda
BASIC DRAFTING CONCEPTS

• Default Rules vs. Mandatory Rules
• Capital Accounts

ECONOMIC RIGHTS AND OBLIGATIONS

• Initial and Future Contribution Obligations
• Treatment of Non-Cash Contributions
• Member Loans
• Member Compensation for Services
• Member Expense Reimbursement
• Interim Distributions
• Liquidation Distributions
• Income and Loss Allocations

FIDUCIARY AND RELATED DUTIES

• Standard of Care
• Duty of Loyalty and Duty of Care
• Non-Waivable Duties
• Distributions During Insolvency
• Indemnities
• Derivative Actions

MANAGEMENT

• Management Structure
• Voting
• Action by Written Consent
• Member Managed LLC
• Manager Managed LLC

MEMBER STATUS

• Admission of New Members
• Expulsion of a Member
• Events Causing Termination
• Voluntary Withdrawal
• Notice of Withdrawal

TRANSFERS OF MEMBER INTEREST

• Difference Between Economic Interest and Membership Interest
• Transfers at Death
• Judgment Creditor's Rights

ETHICS

• Conflicts
• Waivers of Conflicts of Interest
• Confidential Information Conflict
• Circular 230 and Other Ethical Constraints on Drafting
• Scrivener vs. Tax Practitioner: Will Privileges Apply?

LITIGATION AND DISPUTE RESOLUTION: POORLY DRAFTED AGREEMENTS

• Dispute Resolution Provisions
• Arbitration Provisions
• Enforceability Issues
• Recent Disputes

Who Should Attend
This basic-to-intermediate level seminar is designed for attorneys practicing in the areas of corporate law, corporate and business taxation, and real estate. Accountants, financial planners and enrolled agents also will find this comprehensive seminar beneficial.

Times

Registration: 8:00-8:30 a.m.

Start: 8:30 a.m.

Stop: 4:40 p.m.

Sponsor Background:
About NBI

National Business Institute

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SATISFACTION GUARANTEE

If you aren't happy, we aren't either! Your tuition will be refunded if you are not satisfied with the seminar for any reason.

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