Planning & Drafting LLC Operating Agreements, Part 1 and Part 2 CLE

Planning & Drafting LLC Operating Agreements, Part 1 and Part 2

May 2013

Planning & Drafting LLC Operating Agreements, Part 1 and 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:

For most LLCs, the single most important document they will ever need is their operating agreement. A carefully drafted operating agreement provides a stable framework for the LLC's members to start, grow and operate a business, and in certain instances facilitate the withdrawal of members of the ownership group. The operating agreement defines the business relationships among the members, operationally and financially, and provides for the valuation and transfer of interests. A good operating agreement saves LLC members considerable time and money in the long-run. It's also a very complex document involving the deepest complexities of tax and business law. This program will provide you with a real-world guide to drafting and reviewing the major provisions of LLC operating agreements, including major financial and tax provisions.

Day 1 - June 18, 2013:

Major formation and capital structuring issues - contributions of cash and other property, and debt issues

Tax issues related to formation and allocation of gain/loss related to capital contributions
Understanding capital accounts for tax purposes and relationship to financial books

Management and voting rights - operational control and major event approval
Restrictions on members - covenants not to compete and the organizational opportunity doctrine
Restrictions on transfers of interests

Day 2 - June 19, 2013:

Distributions of cash and other property, including distributions for tax purposes
Maximizing the benefits of tax allocations depending on owner profiles
Understanding the relationship between distributions and tax allocations of income/loss

Planning for voluntary exits of members/partners - timing, valuation, and funding
Preparing for involuntary exits - death and disability

Tax issues upon liquidation following dissolution - or reformation

Faculty:

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.