Preparing and Drafting Organizational Documents for New York LLCs
Tuesday, November 15, 2011
- Location -
Long Island Marriott
101 James Doolittle Boulevard
Uniondale, NY 11553
4.5 TOTAL CREDITS
2.5 credit hours of professional practice and/or practice management;
2.0 credit hours of skills.
This basic-to-intermediate-level course has been approved for MCLE
credit in New York for all attorneys, including newly admitted (less
than 24 months).
This revised and updated version of our
traditionally popular course on preparing documents for LLCs offers
practical coverage of the planning process involved in whether to choose
the LLC form and the preparation of key organizational documents of a
closely held business entity.
Tax planning and valuation and buy-sell provisions, in the context of
how best to address and draft for these issues, will be covered by the
The speakers will spend considerable time addressing practical problems
and solutions. The speakers will highlight drafting tips for the
attorney/business counselor and discuss the interplay between the type
of business to be conducted by the company, the client’s
objectives and the selection of specific provisions in the operating
Court decisions generated by disputes among LLC members continue to
provide critical guidance to practitioners involved in drafting LLC
operating agreements. The last session of the day will highlight
recent decisions by New York and Delaware courts in a number of areas
with important implications for the design of LLC governance
I. AN INTRODUCTION TO CHOOSING THE ENTITY FORM - Shall I or Shall I
not be an LLC (or LLP)? A.
What are the significant legal differences between an LLC and a
B. What are the
significant tax differences between an LLC and a Corporation?
C. What are the
New York (and other States) LLC Tax Considerations?
Matters before and after the LLC/LLP Creation
II. ISSUES TO CONSIDER FOR LLC OPERATING AGREEMENTS
III. DRAFTING BUSINESS VALUATION AND BUY-SELL
B. Is Your
Business Ready for Sale
IV. LESSONS FROM THE LITIGATION TRENCHES ON
DRAFTING LLC AGREEMENTS A.
Expulsion and Manager Removal
F. Access to
Books and Records
J. Asset Sale
Chair and Moderator
Thomas J. Killeen, Esq. Farrell Fritz, P.C.
Speakers (in alphabetical order)
Farrell Fritz, P.C.
Z. Christopher Mercer, ASA, CFA,
Founder and Chief Executive Officer
Business Valuation and Financial Advisory Services
Russell H. Stern, Esq.
Certilman Balin Adler & Hyman, LLP
Alan E. Weiner, CPA, J.D.,
Holtz Rubenstein Reminick LLP
Melville and New York City
Hempstead Turnpike next to Nassau Coliseum. FROM MEADOWBROOK PARKWAY:
Exit M4 West, Hempstead and Uniondale
The last day to pre-register online was November 14, 2011.
Accommodations for Persons with Disabilities: NYSBA welcomes participation by individuals with disabilities. NYSBA is committed to complying with all applicable laws that prohibit discrimination against individuals on the basis of disability in the full and equal enjoyment of its goods, services, programs, activities, facilities, privileges, advantages, or accommodations. To request auxiliary aids or services or if you have any questions regarding accessibility, please
contact Cindy O'Brien at 800-582-2452 or email@example.com.
NEW YORK STATE BAR ASSOCIATION, ONE ELK STREET, ALBANY, NY 12207 PH: (518) 463-3200 SECURE FX: (518) 463-5993