Common Single-Member LLC Oversights (2024 Edition) [Including 1 hour of Ethics]

Mike Gorby
James Borchers
Ira L. Blank
Mike Gorby | Gorby Peters & Associates, LLC
James Borchers | InNovare Law LC
Ira L. Blank | The Enterprise Law Group, LLC.
On-Demand: June 14, 2024
Common Single-Member LLC Oversights (2024 Edition) [Including 1 hour of Ethics]

$245.00 3 hour CLE

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Program Summary

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

Speakers

mike-gorby_myLawCLEMike Gorby | Gorby Peters & Associates, LLC

Mike Gorby is a founding member of Gorby Peters & Associates, LLC. He is a nationally recognized leader in complex corporate disputes, and liability issues that arise for property owners and managers, such as hotel chains, restaurants, shopping centers, apartment complexes, office buildings, and other public venues. Mike’s work also includes advising start up clients on the different forms of business structures and the most advantageous entity selection for the client. Mike has served as the program chair for the Institute of Continuing Legal Education in Georgia (an affiliate of the University of Georgia) on the topic of Premises Liability. He is also the author of a popular legal treatise, Premises Liability in Georgia, which is published by Thomson Reuters/West, and which is now in its Third edition. Mike also serves as an instructor/lecturer for Georgia Tech Procurement Assistance Center (GTPAC) in the area of procuring government contracts and is also a registered mediator.

 

James Borchers_myLawCLEJames Borchers | InNovare Law LC

James Borchers is the founder of InNovare Law LC, where his practice focuses on small business, commercial transactions, real estate, franchising, and estate planning. Mr. Borchers has taught limited liability company issues and drafting for The Missouri Bar and NBI. He also teaches classes at the St. Charles Community College on starting your own business and serves as a mentor for various entrepreneur communities in the St. Louis area. He is dedicated to helping attorneys recognize that LLCs are not corporations in LLC clothing. Mr. Borchers is active in various American Bar Association and The Missouri Bar committees relating to small business and estate planning. He earned his B.A. degree from Valparaiso University, his J.D. degree from Gonzaga University, and his LL.M. degree in taxation from Washington University St. Louis.

 

Ira L. Blank_myLawCLEIra L. Blank | The Enterprise Law Group, LLC.

Ira L. Blank is co-founder and managing member of The Enterprise Law Group, LLC. Particularly in the world of employment litigation, he helps business owners, including owners of single- member LLCs, mitigate the risk of personal liability. Mr. Blank has been in the transactional, advisory, and litigation trenches for decades. He holds a law degree from Washington University, a Master of Industrial and Labor Relations degree from Cornell University, and a B.S. in Commerce and Business Administration degree from University of Alabama.

Agenda

Session I – Single Member LLCs-Update on Issues and Common Oversights | 11:00am – 12:00pm

  • How states view charging orders with respect to judgment creditors’ rights against the SMLLC | 11:00am – 11:12am
  • How the concept of “piercing the corporate veil” applies to a SMLLC | 11:12am – 11:24am
  • Venue considerations with respect to lawsuits against the SMLLC | 11:24am –11:36am
  • Issues that arise with dissolving a SMLLC under various state laws | 11:36am – 11:48am
  • Bankruptcy considerations unique to SMLLCs | 11:48am – 12:00pm

Break | 12:00pm – 12:10pm

Session II – Protecting Your Business: Understanding veil piercing risks for sole member LLCs | 12:10pm – 1:10pm

  • Veil Piercing | 12:10pm – 12:40pm
  • Incomplete Operating Agreement | 12:40pm – 1:10pm

Break | 1:10pm – 1:20pm

Session III – Ethics Issues in Single-Member Litigation | 1:20pm – 2:20pm

  • Assessing and advising the client of piercing-the-LLC-veil risk and whether and to what extent the risk can be mitigated | 1:20pm – 1:32pm
  • Advising the client of the potential depth and breadth of discovery related to piercing the LLC veil | 1:32pm – 1:44pm
  • Asset protection is one thing – fraudulent transfer of assets is another | 1:44pm – 1:56pm
  • When communications with the client may not be protected by the attorney-client privilege | 1:56pm – 2:08pm
  • Conflict of interest and disqualification | 2:08pm – 2:20pm