Planning and Drafting for Single Member LLC's, Part 1 and Part 2 CLE

Planning and Drafting for Single Member LLC's, Part 1 and Part 2

January 2013

Planning and Drafting for Single Member LLC's, Part 1 & Part 2

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Teleseminars are midday continuing legal education conferences broadcast over the telephone. From the convenience of your office or home, you are able to dial into an 800 number, and hear nationally recognized practice leaders speak on important issues in the law. You are also able to ask them your questions. Teleseminars marry the best of technology and education to bring the world of CLE to your office or home.

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Program Description:

Single Member LLCs are frequently used in business planning and transactions to provide pass-through treatment for tax purposes and limited liability for state law purposes. They are seen as a simple and quick technique to accomplish several tax and non-tax goals with an emphasis on simplicity. But as with all planning and transactional techniques, Single Member LLCs come with tradeoffs and the simplicity is overstated. This program will cover the intricacies of planning and drafting for single-member LLCs, including formation and election issues, charging order issues, recent employment tax changes, incentive compensation issues, use in mergers and acquisitions and in like-kind exchanges, and more.

Day 1 - January 14, 2013:

- Guide to major planning issues with Single Member LLCs

- Use of Single Member LLCs in mergers and acquisitions

- Incentive compensation for Single Member LLCs with employees

- Risks of piercing the Single Member LLC veil and successor liability

Day 2 - January 15, 2013:

- Utilizing Single Member LLCs in real estate projects and deals, including like-kind exchanges

- Charging order issues

- Conversions to multi-members LLCs

- Using Single Member LLCs as shareholders in S Corps

- Transfer and state tax issues

- Series LLC structures utilizing Single Member LLCs

Faculty:

Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section. He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements). Mr. Immerman received his B.A., magna cum laude, from Carleton College, his M.A. from the University of Minnesota, and another M.A. and his Ph.D. from Princeton University, and his J.D. from Yale Law School.

Lee Lyman is a shareholder in the Atlanta office of Carlton Fields, where she has more than 20 years' experience in corporate and real estate transactions. She provides corporate and transactional advice, with an emphasis on advising clients engaged in ongoing business transactions, including joint ventures, mergers and acquisitions, and business restructurings. She has extensive experience in LLC and partnership law, organization, structure, and operations. She has extensive experience structuring equity and debt financing for the acquisition, development and sale of real estate and in general corporate transactions. Ms. Lyman received her B.S. from Florida State University, her M.A. from the University of Pittsburg, her J.D. from Duke University School of Law.