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LLC Operating Agreements: Drafting, Management, Distrubtion & Tax Provisions, Part I: Teleseminar
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When: Tuesday, June 13, 2017
Dial-in: 12:45 PM | Program: 1:00 PM - 2:00 PM
Where: Teleseminar: WebCredenza

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Brought to you in partnership with WebCredenza
These telephone seminars are presented by national speakers who are experts in their areas of practice often ABA Section chairs, authors of books in their areas of practice, and heads of practice groups.

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 – June 13, 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 – June 14, 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

Leon Andrew Immerman, Alston & Bird, LLP – Atlanta
Lee Lyman,
Carlton Fields Jorden Burt, LLP – Atlanta

MSBA Standard Member: $69
Non-Members: $99


Once registered, you will receive an email confirmation from the MSBA containing a toll-free telephone number to call on the day of the seminar.

Prior to the seminar or on the morning of the seminar, you will receive an email with a .pdf containing the materials for the program to download to your desktop or mobile device.

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  • Members: If you are a member of the MSBA, please sign in to receive the member rate.
  • Non-Members & Non-Attorneys: If you have attended any MSBA event in the past, you have an account with us. If you do not know your username or password, please call the MSBA. We will provide you with login credentials so you can register online.
  • If you have never attended an MSBA event: Please call the MSBA or mail or fax this registration form to register.

Full refunds will be given to those who cancel by 4:30 p.m., 5 working days prior to the program. Registrants who cancel after this deadline but prior to the program date will be charged an administrative fee of $15 per credit hour. A link to download and print the materials will be sent to those who fail to cancel in advance.


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