LLC Operating Agreements: Drafting Management, Distribution & Tax Provisions, Part 1&2-Audio Webcast
November 2017
LLC Operating Agreements: Drafting Management, Distribution & Tax Provisions, Part 1 and Part 2
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Program Description:
LLC operating agreements may be the most commonly document drafted or reviewed and negotiated by transactional counsel. The almost default choice of entity that LLCs have become make these agreements pervasive. But their virtual universality belies their complexity. The tax allocation and property distribution provisions alone – where tax reality and cash reality may differ substantially – require a firm grasp of tax law, the client’s distribution plans, and financial accounting. Management provisions vary depending on whether the entity is member-managed or manager-managed, with fiduciary duties modifiable in a way they are not in other entities. These and other provisions make LLC operating agreements challenging to draft and negotiate. This program will provide you with a real world guide to drafting the most important provisions of LLC operating agreements.
Day 1 – November 9, 2017:
- Drafting the most important provisions of LLC operating agreements
- Planning for different types of capital contributions – capital v. services, current contributions v. future capital calls
- Management provisions depending on whether the LLC is member-managed v. manger-managed LLCs
- Fiduciary duties of members, modifications, and the “LLC opportunity doctrine”
- Restrictions on transfers of capital and profits interests
- Relationship between tax allocation and property distribution provisions, including IRC Section 704(b) accounting
Day 2 – November 10, 2017:
- Drafting allocation provisions for maximum tax benefit and to secure the safe harbor
- How “payments to member” (not distributions) are treated for financial v. tax purposes
- Drafting ordinary distributions, minimum tax distributions, waterfall distributions, liquidating distributions
- Rights of first refusal, rights of first offer, buy-sell provisions – understanding the alphabet soup of exit alternatives
- Liquidations of the entity and sale of an individual member’s interests
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 Jorden Burt, LLP and 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.
AUDIO WEBCAST INFORMATION:
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ACCREDITATION INFORMATION:
Each Audio Webcast has been submitted for 1 (or 2) General CLE Credit(s). Courses with an Ethics Component have been submitted for Ethics Credits accordingly.
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Each program will run from 11:00 a.m. to 12:00 p.m. M.T. (60 minutes each).
Registration Fees
| Non Member | $89.00 |
| CBA Member | $69.00 |
| CBA Real Estate Section Member | $59.00 |
| CLE ELITE Pass Holders | $0.00 |
- General Credits: 2.00
- Ethics Credits: 0.00
- EDI Credits:
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Access Timely Topics and National Experts with CBA-CLE 1-Hour Audio Webcasts