Choosing the Right Entity: What You Need to Know to Make the Right Choice for Your Client


CLE credits earned: 2 GENERAL (or 2 LAW & LEGAL for WA state)

As a business attorney, you are frequently asked whether an entity should be used for a particular transaction or purpose, and if so, which type. The answer depends on a variety of factors, both legal and practical.

Key topics to be discussed:

•   How does your client’s business or purpose influence the choice of an entity?
•   How does the number of parties involved in the entity affect the choice of entity?
•   How do the types of assets owned or used in connection with the business or purpose affect the choice of entity?
•   How does the need to engage in financing transactions impact on the choice of entity?
•   How do tax considerations impact on the choice of entity?

Date / Time: June 25, 2019

•   10:00 am – 12:00 pm Eastern
•   9:00 am – 11:00 am Central
•   8:00 am – 10:00 am Mountain
•   7:00 am – 9:00 am Pacific

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•   Live Video Broadcast/Re-Broadcast: Watch Program “live” in real-time, must sign-in and watch program on date and time set above. May ask questions during presentation via chat box. Qualifies for “live” CLE credit.
•   On-Demand Video: Access CLE 24/7 via on-demand library and watch program anytime. Qualifies for self-study CLE credit. On-demand versions are made available 7 business days after the original recording date and are view-able for up to one year.

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Original Broadcast Date: June 25, 2019

Robert C. Brighton, Jr. is a corporate transactional attorney and a shareholder of Becker & Poliakoff in Fort Lauderdale, Florida. Mr. Brighton concentrates his practice in the areas of securities, corporate finance, mergers, acquisitions and divestitures, private equity and venture capital fund formations and transactions. Admitted to The Florida and New York Bars, Rob served as Chair of The Florida Bar’s Committee on Relations with CPAs and as Chair of The Florida Bar’s Business Law Section’s Committee on Corporations, Securities and Financial Transactions. He has also served on various business law related committees of the American Bar Association, as well as The Florida and NY Bars, including Committees relating to the drafting of revisions to Florida’s Revised Limited Liability Act and Revised Business Corporation Act, as well as committees of the ABA, Florida Bar and NY Bar on Legal Opinions, Federal Securities Regulation, Corporate Governance, and Small Business.

Rob frequently writes and speaks on topics in the corporate and securities law areas.

Mr. Brighton is a former member of the global board of directors of the Association for Corporate Growth global (ACG) and also served on its audit committee. In addition, he is a past President and a current member of the Board of Directors of the South Florida Chapter of ACG, and is the Chairman for the 2019 Florida ACG Capital Connection, a leading regional capital conference. Mr. Brighton has also served as a director of the Florida Venture Forum and is actively involved in the Commercial Finance Association, the Turnaround Management Association, the Gold Coast Venture Forum, and the South Florida Technology Alliance, among other business development organizations.

Mr. Brighton’s practice areas include healthcare, technology, financial services, hospitality, real estate, retail, international trade and distributed ledger technology, The Blockchain and cryptocurrency transactions, including fund formations and compliance.

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Section I. An Overview of the Types of Business Organizations
a) Sole Proprietorships
b) General Partnerships
c) Corporations
        i. Subchapter S corporations
        ii. Not for profit corporations
        iii. Social purpose corporations and benefit corporations
d) Limited Partnerships
e) Limited Liability Companies
f) Trusts
        i. Statutory business trusts
        ii. Contractual trusts
g) Joint Venture Entities

Section II. General Issues Applicable to Entities
a) Limited Liability
b) Management
        i. Fiduciary Duties
c) Allocations of Profits and Losses
d) Raising Capital
e) Restrictions on Transfers of Ownership Interests
f) Taxation
        i. Effect of Tax Cuts and Jobs Act

Section III. Issues Applicable to Specific Situations
a) Estate Planning
b) Investment Funds
c) Foreign Investors/Property
d) Regulated Industries
        i. Financial Institutions
        ii. Real Estate
        iii. Utilities
e) Professionals
        i. Doctors
        ii. Attorneys
        iii. Accountants
        iv. Other Professionals
f) Opportunity Zones
        i. Qualified OZ Fund
        ii. Qualified OZ Property
        iii. Restrictions on Redemptions and Transfers of Interest
        iv. Restrictions on Investments

Section IV. Other Considerations
a) Choice of State, e.g,, Delaware, Nevada or Other State
b) Issues Peculiar to LLCs
        i. Manager vs. Member Managed
        ii. Affiliate Transactions
c) Secured Financings
        i. Use of special purpose entities
        ii. Method for perfection