Video Replay Colorado Springs Limited Liability Companies in Colorado CLE

Video Replay Colorado Springs Limited Liability Companies in Colorado

February 2013

Limited Liability Companies in Colorado

Program Description:

Regardless of your practice, you need to know and understand limited liability companies. Issues involving this flexible and common form of business entity arise in litigation, transactions, estate, business and tax planning, real estate development and beyond. Learn the ins and outs of LLC formation, best drafting practices, rights and obligations, duties, creditors rights and more from seasoned professionals, Herrick Lidstone and Allen Sparkman.

Agenda:

8:15 am

Registration and Continental Breakfast

8:45 am

Basic Drafting Concepts

- Operating Agreement or No Operating Agreement?

- Scriven with Precision

9:00 am

Basic Structure

- Articles of Organization

- Rights and Duties of Members

- Management Structure - Management by Managers or Members

- Member Voting

- Assignments of Membership Interests

- Buy-Sell Provisions

- Admission of New Members

- Members versus Assignees

- Disassociation and Expulsion

- Dissolution and Liquidation

10:00 am

Networking Break

10:15 am

Economic Rights and Obligations

- Initial and Future Contribution Obligations

- Treatment of Non-Cash Contributions

- Capital Accounts, Income and Loss Allocations

- Different Classes

- Transfers of Economic Interests and Book-Ups

- Member Loans

- Member Compensation for Services

- Equity Compensation Drafting Tips

- Interim Distributions

- Liquidation Distributions

11:15 am

Governance and Fiduciary And Related Duties

- Contractual Obligation of Good Faith and Fair Dealing

- Other Statutory Obligations

- To Waive or Not to Waive

- Important Considerations Regarding Duties When Drafting Documents

- Indemnification

11:45 pm

Lunch (on your own)

1:00 pm

Securities Law Issues and Answers

- Are LLC Membership Interests Securities?

- Structuring an LLC to Avoid Characterization as Securities

- Securities Law Compliance

2:00 pm

Single Member LLCs

- Operating Agreement or Not?

- Management by Member or Manager

- Management by One Not the Owner

- Is There Any True Asset Protection?

2:30

Networking Break

2:40 pm

Series LLCs

- Basic Concepts

- Taxation

- Unanswered Questions

3:25 pm

Creditors Rights

- Judgment Creditor versus Contractual Rights

- Uniform Commercial Code and Control Agreements

- Charging Orders

- Piercing the Veil

- Other Bases to Hold Managers and Members Liable

4:10 pm

Ethics

- On Organization - Who is the Client? Respect for Rights of Third Parties

- Fees and Retainer Agreements

- Equity as Compensation to Legal Counsel

- When Bad Things Happen and the Client Goes Astray - Rules 1.6 and 1.13

- Conflicts of Interest in Continuing Representation

5:00

Adjourn

Presented by

Herrick K. Lidstone Jr., Esq., and Allen Sparkman, Esq.

Faculty

Herrick K. Lidstone Jr. has practiced law in Denver since 1978 and is a shareholder and managing director of Burns, Figa & Will, P.C. He practices in the areas of business transactions, including partnership, limited liability company, and corporate law, federal and state securities compliance, mergers and acquisitions, contract law, tax law, real estate law, and natural resources law. His work includes the preparation of securities disclosure documents for financing transactions, as well as agreements for business transactions, limited liability companies, partnerships, lending transactions, real estate and mineral property acquisitions, mergers, and the exploration and development of mineral and oil and gas properties. He also is listed in THE BEST LAWYERS IN AMERICA®. He is the current Vice Chair of the Colorado Bar Association Business Law Section Executive Council, is the Business Law Section's representative to the ABA's Working Group on Legal Opinions, and is a frequent lecturer at continuing legal education programs. Mr. Lidstone is the author or contributing author of numerous books and articles on business and securities law.

Allen Sparkman has practiced law since 1973. He practices law in Denver and Houston as a partner of Sparkman + Foote, LLP. His practice includes the areas of estate, tax, business, professional responsibility, asset protection and philanthropic planning matters. He is listed in THE BEST LAWYERS IN AMERICA® and speaks regularly in Colorado, Texas and nationally on entity selection, fiduciary duties and governance, mergers and conversion, veil piercing, ethics, and tax planning at continuing legal education seminars. He is the author of numerous articles on choice of business entity and probate and estate planning. Allen is an active member of the LLCs and Partnerships Committee of the Business Law Section of the American Bar Association and chairs its Task Force on Series LLCs. He participated on two panels at the Committee's 2012 LLC Institute and was recently named as a member of a new drafting committee of the National Conference of Commissioners on Uniform State Laws. The committee is charged with preparing proposed uniform provisions for series in unincorporated business entities. He is immediate past chair of the Business Law Section of the Colorado Bar Association and is a past chair of the Agricultural and Rural Law Section and Health Law Section of the Colorado Bar Association. He is also a past President of the Rocky Mountain Estate Planning Council.