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Drafting LLC Operating Agreements, Part II: Live Replay Teleseminar
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 Export to Your Calendar 4/9/2020
When: Thursday, April 9, 2020
Dial-in: 12:45 PM | Program: 1:00 - 2:00 PM
Where: Teleseminar: WebCredenza


Online registration is available until: 4/8/2020
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Online registration will close the day before a program. We encourage you to pre-register if you want a link to the program materials
prior to the program.




CLE CREDITS:  1.0 
 
LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability. The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions. Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements.

Day I – April 8

  • 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 – April 9

  • 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

Speaker:
Paul Kaplun is a partner in the Washington, D.C. office of Venable, LLP 

REGISTRATION FEES
» MSBA Member: $69
» Non-Members: $99

 

Prior to the program or on the morning of the program, you will receive an email from the MSBA containing a toll-free telephone number to call into he program. You will also receive a PDF containing the materials to download to your desktop or mobile device.

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  • 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.

CANCELLATION POLICY
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 $20 per credit hour. A link to download and print the materials will be sent to those who fail to cancel in advance. QUESTIONS? CONTACT US!
1-877-622-7554.


 

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