When Reporting on your SC Commission Compliance Report, please use this code: 174631ADT
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About the Teleseminar
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 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
About the Speakers
Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section. He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements). Mr. Immerman received his B.A., magna cum laude, from Carleton College, his M.A. from the University of Minnesota, and another M.A. and his Ph.D. from Princeton University, and his J.D. from Yale Law School.
Lee Lyman is a shareholder in the Atlanta office of Carlton Fields Jorden Burt, LLP and has more than 20 years’ experience in corporate and real estate transactions. She provides corporate and transactional advice, with an emphasis on advising clients engaged in ongoing business transactions, including joint ventures, mergers and acquisitions, and business restructurings. She has extensive experience in LLC and partnership law, organization, structure, and operations. She has extensive experience structuring equity and debt financing for the acquisition, development and sale of real estate and in general corporate transactions. Ms. Lyman received her B.S. from Florida State University, her M.A. from the University of Pittsburg, her J.D. from Duke University School of Law.
Mandatory MCLE Credit Hours
This seminar qualifies for 1.0 MCLE Credit Hour
(Instruction Level: Intermediate)*Live Teleseminar programs are not live credit programs. Supreme Court Commission on CLE rules allow SC Bar members to use Alternatively Delivered programming to obtain up to 6.0 hours of MCLE each reporting period. For FAQ’s please click here.