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Preparing and Drafting Organizational Documents for New York LLCs

- Location -
Long Island Marriott
101 James Doolittle Boulevard
Uniondale, NY 11553
(516) 794-3800

Description

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 experienced faculty.

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 agreement. 

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 provisions.


Program Agenda

8:30-9:00 a.m.
REGISTRATION (outside meeting room)

9:00-9:50 
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 Corporation?
          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?
          D. Administrative Matters before and after the LLC/LLP Creation

9:50-10:50 
II. ISSUES TO CONSIDER FOR LLC OPERATING AGREEMENTS

10:50-11:05 
Coffee Break

11:05-12:05 p.m. 
III. DRAFTING BUSINESS VALUATION AND BUY-SELL PROVISIONS
          A. Buy-Sell Provisions
          B. Is Your Business Ready for Sale
          C. Business Valuation

12:05-1:00 
IV. LESSONS FROM THE LITIGATION TRENCHES ON DRAFTING LLC AGREEMENTS
          A. Membership Transfer
          B. Member Expulsion and Manager Removal
          C. Capital Calls
          D. Fiduciary Opt-Outs
          E. Dispute Resolution
          F. Access to Books and Records
          G. Member Disability
          H. Buy-Sell Agreements
          I. LLC Termination
          J. Asset Sale
          K. Confidentiality

1:00 p.m. 
ADJOURNMENT

Program Chair and Moderator

Thomas J. Killeen, Esq.
Farrell Fritz, P.C.
Uniondale


Program Speakers (in alphabetical order)

Peter A. Mahler, Esq.
Farrell Fritz, P.C.
Uniondale

Z. Christopher Mercer, ASA, CFA, ABAR
Founder and Chief Executive Officer
Mercer Capital
Business Valuation and Financial Advisory Services
Memphis, TN

Russell H. Stern, Esq.
Certilman Balin Adler & Hyman, LLP
East Meadow

Alan E. Weiner, CPA, J.D., LL.M.
Partner Emeritus
Holtz Rubenstein Reminick LLP
Melville and New York City

The last day to pre-register online was November 14, 2011.

Members, please login to get member discounts.

Seminar
LI-REGISTRATION	$110.00

Seminar
LI-REGISTRATION	$190.00

Seminar
LI-REGISTRATION	$50.00

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 cobrien@nysba.org.