Session I – Single Member LLCs-Update on Issues and Common Oversights – Mike Gorby

This seminar will give a brief historical background on SMLLCs and then will focus on legal issues that are unique to the SMLLC structure. We will review recent case law in the area of asset protection for the member of the LLC and potential pitfalls to avoid in structuring and operating the SMLLC.

Key topics to be discussed:

• How states view charging orders with respect to judgment creditors’ rights against the SMLLC
• How the concept of “piercing the corporate veil” applies to a SMLLC
• Venue considerations with respect to lawsuits against the SMLLC
• Issues that arise with dissolving a SMLLC under various state laws
• Bankruptcy considerations unique to SMLLCs

Session II – Protecting Your Business: Understanding veil piercing risks for sole member LLCS – Jim Borchers

Sole member LLC’s seem simple but sometimes deceptively so. SMLLC’s are the number one target for veil piercing claims because sole members fail to understand how to separate themselves from the entity. We will cover what you need to teach your SMLLC clients about veil piercing dangers and what sole member operating agreements should include.

Key topics to be discussed:

• Veil Piercing: Requiring every LLC to be manager managed, why and how. Simple actions that build protection from veil piercing claims. Maintaining records and understanding capital contributions.
• Incomplete Operating Agreement: While sole member operating agreements seem simple, there are unique issues that need to be addressed including the addition of one or more members in the future, dissolution upon death of sole member, eliminating corporate formalities and lack of charging order protection. Should a sole member add a spouse or other family member as a member to acquire charging order protection. Eliminating corporate formalities. Making certain that membership transfer (and transferability) is addressed, especially at death. Anticipating death or disability of the sole member. How a sole member’s revocable trust should be addressed … should the trustee be the sole member? How to structure the entity if another LLC is the sole member. Why membership certificates should be avoided.

Session III – Ethics Issues in Single-Member Litigation – Ira L. Blank

In this portion of today’s program, we will discuss ethics issues that attorneys may face when representing single-member LLCs in litigation. The issues may arise at the pre litigation planning stage, the early case assessment stage, in the course of the litigation, and at the post judgment stage.

Key topics to be discussed:

• Assessing and advising the client of piercing-the-LLC-veil risk and whether and to what extent the risk can be mitigated
• Advising the client of the potential depth and breadth of discovery related to piercing the LLC veil
• Asset protection is one thing – fraudulent transfer of assets is another
• When communications with the client may not be protected by the attorney-client privilege
• Conflict of interest and disqualification

Closed-captioning available