Seminar LLC Operating Agreements Seminar

Presented by NBI, Inc.

NBI Legal Continuing Education Seminars

LLC Operating Agreements

Course Description


Draft Solid Agreements From Start to Finish

At the core of every successful business is a rock-solid operating agreement. A well-crafted agreement can lead a company to smooth flowing operations and give it clear direction. Poorly drafted agreements can lead to disputes, unforeseen tax liabilities and business turmoil. Join us as our expert faculty uses examples, shares tips and discusses important considerations while they demonstrate how to draft an operating agreement. Register today!

  • Draft clear, concise and effective operating agreements that go beyond boilerplate provisions.
  • Include provisions that cover problems, processes and procedures for decision-making.
  • Explore the options for allocating income and losses.
  • Learn what provisions cover withdrawal, issuance and transfer of membership interests.
  • Get a step-by-step walkthrough of details to consider when drafting an LLC agreement.
  • Gain a better understanding of formation provisions in the operating agreement.
  • Identify practical implications of majority, super-majority, and unanimity voting.
  • Learn different options for tax entity selection.
  • Review transfer restrictions, right of first refusal, impasse (put/call), capital call and dissolution provisions.

Agenda

  1. State Operating Agreement Law Update, Trends and Current Issues
    9:00 - 9:45, Howard P. Ross
  2. Common Drafting Oversights and Current Developments in LLC Litigation
    9:45 - 10:30, T. Scott Tufts
    1. Real-World Examples/Sample Provisions
    2. Sample Drafting Checklist for Attorneys
    3. Limited Liability of LLC Members and Managers - Piercing the LLC Veil
    4. Fiduciary Duties of Members and Managers
    5. Interpretation of Operating Agreement as to:
      1. Fiduciary Duties
      2. Additional Capital Contributions
      3. Removal of Manager
      4. Fee-Shifting Provisions
    6. Reformation of LLC Operating Agreement
    7. Improper Distribution by an LLC
    8. Charging Orders Regarding LLC Property
    9. Merger, Conversion and Reorganization of LLCs
  3. Tax Mistakes Made in Distribution, Allocation and Entity Selection
    10:45 - 11:30, T. Scott Tufts
    1. Real-World Examples/Sample Provisions
    2. Sample Drafting Checklist for Attorneys
    3. Tax Process: Distribution and Allocation Provisions
    4. Options for Tax Entity Selection
    5. Allocations of Profits and Losses
    6. Distributions Generally
    7. Preferred Returns
    8. Payments for Providing Services or Capital
  4. Formation and Drafting: Articles and Operating Agreement
    11:30 - 12:15, C. Scott Brainard
    1. Real-World Examples/Sample Provisions
    2. Sample Drafting Checklist for Attorneys
    3. Types of LLCs
    4. Steps to LLC Formation
    5. The Basics of Articles of Organization
    6. Capital Contributions
    7. Ownership Interest Documentation
    8. LLC Record Keeping
    9. Drafting Tips and Suggestions
  5. Transfer Restriction Issues, Right of First Refusal, Impasse (Put/Call), Capital Call and Dissolution Provisions
    1:15 - 2:00, Peter Nealis
    1. Real-World Examples/Sample Provisions
    2. Sample Drafting Checklist for Attorneys
    3. Limitations on Transfer
    4. Tax and Operations Effects of Different Types of Buyout Provisions
    5. Rights of First Refusal and Rights of First Offer
    6. Drag Along, Come Along Rights
    7. Capital Calls
    8. Impasse Provisions
    9. Options and Mandatory Buyout
    10. Dissolution
  6. Members and Managers: Rights, Responsibilities and Voting Provisions
    2:00 - 2:45, C. Scott Brainard
    1. Real-World Examples/Sample Provisions
    2. Member Managed vs. Manager Managed
    3. Manager Powers, Appointment, Resignation, Termination, Removal of a Manager
    4. Officers (if Desired)
    5. Two or More Classes of Member Interests
    6. Practical Implications of Majority, Super-Majority, and Unanimity Voting
    7. Management Deadlock Curing Provisions
    8. Scope of Fiduciary Duty
    9. Problems with Decision-Making in LLCs
  7. Top Operating Agreement Mistakes Attorneys Make
    3:00 - 3:30, Peter Nealis
  8. Ethics
    3:30 - 4:30, Howard P. Ross
    1. When Does an Attorney-Client Relation Exist in LLC Formation?
    2. Who is the Client?
    3. Communication with Clients
    4. Joint Representations
    5. Confidentiality

 

More Seminar Information

NBI, Inc.
NBI Legal Continuing Education Seminars

Summary

LLC Operating Agreements

Delivery Method

Seminar Seminar

Who Should Attend

This basic-to-intermediate level seminar is designed for attorneys. It may also benefit accountants and paralegals.


 
Email this page
Print this document
 

Dates and Locations

This date could not be found.


see all dates/locations

 

Frequently Asked
Questions

Payment Options
Bill Me/Invoice
Credit Card

Register
Online
Fax Form

Availability
Seats currently available. Book now before the class is full.

Other Information
Seminar

All Date/Location Information