Series LLCs and Series Trusts CLE

Series LLCs and Series Trusts

October 2010

Series LLCs and Series Trusts

Co-sponsored by the CBA Business Law Section, CBA Tax Law Section, CBA Trust & Estate Section, and the CBA Real Estate Section

Program Description:

A number of domestic jurisdictions (Delaware, Connecticut, Illinois, Iowa, Nevada, Oklahoma, Tennessee, Texas, Utah, Virginia, Wyoming, and Puerto Rico) have enacted statutes providing for the creation of entities that may establish series, including limited liability companies (series LLCs) and business or statutory trusts (series statutory trusts). In general, statutes provide that a limited liability company or statutory trust may establish separate series. A series has “associated” with its specified owners, assets, rights, obligations, and investment objectives or business purposes. The interests of the owners associated with a series are comparable to ownership of the series. Generally, the debts, liabilities, and obligations of one series generally are enforceable only against the assets of that series and not against assets of other series or of the series LLC or series statutory trust.

Under current law, there is little specific guidance regarding whether for Federal tax purposes a series is treated as an entity separate from other series or the series LLC or series statutory trust, as the case may be, or whether the company or trust and all of its series should be treated as a single entity.

On September 13, 2010, the IRS issued proposed rules regarding Series LLCs and Series Statutory Trusts generally treating series as separate entities for Federal tax purposes if they are established under a statute with provisions similar to the series LLC or series statutory trust statutes currently in effect in several states. The proposed regulations, however, leave some questions unanswered.

Agenda:

8:00 am - 8:30 am

Registration (Continental Breakfast provided)

8:30 am - 9:30 am

The Series Concept and Tax Ramifications: What is a Series and How Do They Work?

- Classification of a Series that is Treated as a Separate Entity for Federal Tax Purposes

- Entity Status of Series Organizations

- Continuing Applicability of Tax Law Authority to Series

- Effect of Local Law Classification on Tax Collection

- Employment Tax and Employee Benefits Issues

- Statement Containing Identifying Information about Series

9:30 am - 10:30 am

Where do we go from here? Should Colorado enact “Series LLC” or “Series Statutory Trust” provisions?

10:30 am

Adjourn

Faculty:

John DeBruyn, who practices law in Denver, received his J.D. from Willamette University in Salem, Oregon and his Master of Laws in Taxation from New York University. Before entering private practice, John served as a trial attorney with the Tax Division of the U.S. Justice Department in Washington, D.C. His practice emphasizes tax, estate and business planning and he also continues to handle tax and estate disputes. John has incorporated facilitation and mediation skills into his practice. John is a fellow of the American College of Tax Counsel and the American College of Trust and Estate Counsel. He is listed in Best Lawyers in America and Martindale-Hubbell's Bar Register of Pre-Eminent Lawyers under both tax and estate planning. During the 1990s, the formative years in the development of LLCs, John co-chaired the ABA Real Property, Probate and Trust section's joint committee on limited liability companies and established the email-based discussion group, LNET-LLC, for lawyers on LLCs and other unincorporated entities which he continues to co-moderate today.

Robert Keatinge is Of Counsel to the Denver law firm of Holland & Hart LLP. He practices in the areas of business organizations, taxation, and professional responsibility. Mr. Keatinge has represented a wide variety of business organizations and their owners, from small start-up companies to publicly traded corporations. Mr. Keatinge is listed in the current The Best Lawyers in America (corporate and tax law), Who's Who in America, and other publications. He is a fellow of the American College of Tax Counsel and a member of the American Law Institute. Mr. Keatinge has been an ABA Advisor to the NCCUSL Drafting Committee on a Uniform Limited Liability Company Act and the Revision to the Uniform Limited Partnership Act and Uniform Inter-Entity Merger Act and ABA Business Law Section Ad Hoc Subcommittee to Comment on the Revised Uniform Partnership Act.

Herrick Lidstone is a shareholder of Burns Figa & Will, P.C. Mr. Lidstone practices in the areas of business transactions, including corporate law; federal and state securities compliance; mergers and acquisitions; contract law; tax law; real estate and zoning law; and natural resources law. Mr. Lidstone was first appointed to the Colorado Securities Board in the Colorado Department of Regulatory Agencies by Governor Bill Owens in July 1999, and reappointed by Governor Bill Ritter in July 2008 for a fourth consecutive term ending July 1, 2011. Mr. Lidstone was Vice Chair of the Board during 2000-2001and 2004-2005, and chair of the State Securities Board during the 2001-2002 and 2005-2006 terms. Mr. Lidstone is the Colorado Bar Association (Business Law Section) representative to the Association Advisory Board of the American Bar Association's Working Group on Legal Opinions and was appointed Secretary/Treasurer of the Executive Council of the CBA's Business Law Section for a term commencing July 1, 2009.

Allen Sparkman is a founding partner of Sparkman Shaffer Perlick LLP, which has offices in Boulder, Denver and Houston. He has practiced law for over 35 years in the areas of estate, tax, business, insurance, asset protection, and philanthropic planning matters for individuals, farmers, ranchers, businesses, and non-profit organizations throughout Colorado and in several other states and foreign countries. He is listed in The Best Lawyers in America. Allen is a member of the American, Colorado, Denver, and Boulder Bar Associations, the State Bar of Texas, the Association of Professional Responsibility Lawyers, the Colorado Association of Corporate Counsel, the Rocky Mountain Estate Planning Council, and the Boulder County Estate Planning Council. Allen 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 a past President of the Rocky Mountain Estate Planning Council. He is an active member of the Colorado Secretary of State's Advisory Committee for Business and Commercial Laws and the Legislative Drafting Committee of the Business Law Section of the Colorado Bar Association. Allen is the Colorado reporter for State Limited Partnership Laws and State Limited Liability Company Laws, published by Aspen Law & Business.

Anthony van Westrum practices business law and provides mediation and arbitration services as a solo practitioner in Denver. He is a former chair of the CBA Business Law Section and is currently the Section's representative on the CBA's Board of Governors, as well as the Section Caucus's representative to the CBA Executive Council, and he serves on the Section's legislative drafting committees dealing with corporations, limited liability companies, nonprofit corporations, partnerships, and the Article 90 junction box. He is chair of the CBA's Amicus Curiae Brief Committee and a member of its Ethics Committee and its Legislative Policy Committee. He is secretary of the Colorado Supreme Court Standing Committee for the Colorado Rules of Professional Conduct. He is a member of the Colorado Secretary of State Advisory Committee, of the American Arbitration Association panel of commercial dispute neutrals, and of the American Law Institute. He received a B.S. in Mechanical Engineering from Purdue University in 1966 and a J.D., cum laude, from the University of Michigan in 1969.

Thomas E. Yearout has been with Holme Roberts and Owen since 1995 and is a partner in their Denver office. He focuses his practice on tax/business planning, tax controversy, and estate planning. He is Chair of the LLCs and LLPs Subcommittee of the American Bar Association Section of Taxation; member of the Colorado and Denver Bar Associations, Denver Tax Association (2006-present), University of Denver Tax Institute Planning Committee (2004-present), and D'Evelyn Education Foundation (Board of Directors, 2008-present; Vice Chairman, 2008-present). Mr. Yearout is listed in Colorado Super Lawyers (2009), The Best Lawyers in America (2006-2009), and Super Lawyers (2009, 2010), and other publications.