Drafting Complete LLC Agreements: Standard Provisions, Tax Issues, Key Management Provisions and Exit Strategies


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

This class will take you through multiple fully negotiated LLC agreements, focusing on standard provisions, negotiating and understanding partnership tax concepts, key management provisions, and effective exit strategies. You will learn the ins and outs of negotiating and drafting LLC agreements and specific provisions of note will be discussed in detail. The course will also review the basics of choice of entity considerations.

This course is co-sponsored by the Federal Bar Association.

Key topics to be discussed:

•   Basics of choice of entity considerations
•   Key provisions of LLC Agreements under the laws of the District of Columbia, including tax provisions and differences between LLCs taxed as a partnership, S Corp, or disregarded entity
•   Key breakout provisions (capital call, profit/loss allocation, major decisions, ROFO/ROFR/Tag/Drag, Russian Roulette)

Date / Time: July 6, 2020

•   2:00 pm – 4:00 pm Eastern
•   1:00 pm – 3:00 pm Central
•   12:00 pm – 2:00 pm Mountain
•   11:00 am – 1:00 pm Pacific

Choose a format:

•   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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Select your state to see if this class is approved for CLE credit.

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Original Broadcast Date: October 9, 2019

Frank Ciatto, Esq. is a business attorney who assists entrepreneurs with existing and new business ventures. Frank’s legal knowledge and practical experience are important in helping owners and investors realize the full value of their ideas and investments. He focuses on corporate and partnership structuring, mergers and acquisitions, limited liability companies, private equity investments, tax and accounting issues, business divorces, and succession planning.

Frank drafts and negotiates key business documents, such as merger agreements, limited liability company agreements, partnership agreements, stockholder agreements, executive employment agreements, severance agreements, stock-option plans, grant agreements, and other corporate agreements. He serves as corporate counsel to entrepreneurs and individual investors in a number of industries, including hedge funds, financial services providers, auto dealerships, publishing, securities companies, professional consulting firms, software and technology providers, hospitality, law firms, and other professional service providers.

In addition to his legal work, Frank is a certified public accountant, formerly with Coopers & Lybrand (now PricewaterhouseCoopers) in New York – experience that often adds value to his clients’ transactions.

Franks served as the firm’s corporate counsel in its recent combination with the Fitzpatrick Cella law firm.

James DePaoli, Esq. is a transactional business attorney with experience in a wide range of corporate law matters, including mergers and acquisitions, commercial contracts, joint ventures, corporate reorganizations, equity and debt financings, and other matters involving corporations, partnerships, and limited liability companies.

James counsels clients in a wide range of industries on their day-to-day and long-term business issues and transactions. He has experience leading the process management of various corporate transactions, particularly in mergers and acquisitions. He also advises and assists clients with the drafting and negotiation of transactional and commercial contracts, including purchase agreements and merger agreements, limited liability company agreements, partnership agreements, stockholder agreements, credit agreements, employment and consulting agreements, and various other primary and
ancillary transaction documents.

In addition to transactional work and the negotiation and documentation of corporate agreements, James also provides clients with ongoing advice on general corporate matters, including entity formation decisions, drafting organizational documents and amendments, and other governance issues.

Accreditation Policy
myLawCLE seeks accreditation for all programs in all states. (Accreditation for paralegals sought thru NALA and NFPA paralegal associations.) Each attending attorney/paralegal will receive a certificate of completion following the close of the CLE program as proof of attendance. In required states, myLawCLE records attorney/paralegals attendance, in all other states attorney/paralegal is provided with the approved CLE certificate to submit to their state bar or governing association.

    Automatic MCLE Approvals

All myLawCLE CLE programs are accredited automatically either directly or via reciprocity in the following states: AK, AR, CA, CT, FL, HI, ME, MO, MT, ND, NH, NM, NJ, NY, WV, and VT. (AZ does not approve CLE programs, but accepts our certificates for CLE credit.)

    Live Video Broadcasts

Live video broadcasts are new live CLE programs being streamed and recorded for the first time. All of these programs qualify for “Live” CLE credit in all states except NV, OH, MS, IN, UT, PA, GA, SC, and LA —these states require in-person attendance to qualify for “Live” CLE credit.

    “Live” Re-Broadcasts

“Live” Re-broadcasts are replays of previous recorded CLE programs, set on a specific date and time and where the original presenting speakers calls in live at the end of the event to answer questions. This “live” element allows for “live” Re-broadcast CLEs to qualify for “Live” CLE credits in most states. [The following states DO NOT allow for “live” CLE credits on re-broadcast CLEs: NV, OH, MS, IN, UT, PA, GA, SC, and LA]

Many states allow for credit to be granted on a 1:1 reciprocal basis for courses approved in another mandatory CLE jurisdiction state. This is known as a reciprocity provision and includes the following states: AK, AR, HI, CT, FL, ME, MO, MT, ND, NH, NM, VT, NJ, NY, and WV. myLawCLE does not seek direct accreditation of live webinars or teleconferences in these states.