Session I – Legal Perspectives on LLCs – Mike Gorby
Entity Choice and Formation- We will discuss the pros and cons of a “flow through” taxation model versus a C-Corp taxation model and how the IRS will view these. We will also discuss the role of charging orders with respect to protecting LLCs assets. Finally, we will discuss the unique concept of Series LLCs focusing on the Delaware model and how this model affords an extra layer of protection of LLC assets.
Types of Operating Agreement-We will discuss the factors to consider before creating an operating agreement and how these factors differ for a Single Member LLC (SMLLC), a Multiple Member LLC and Manager Managed LLC. Specifically, we will provide a check list for attorneys. We will also discuss the dangers in ambiguous provisions in the operating agreement.
Key topics to be discussed:
Taxation Models and Entity Selection
Asset Protection in LLCs
Operating Agreement Considerations
Session II - Dissolution, Exhibits, and Avoidable Mistakes and Disputes – Jeff Cunningham
In this session we will discuss best practices for terminating an LLC, frequently seen exhibits and attachments, and Avoidable Mistakes and Disputes.
Key topics to be discussed:
Exhibits and Other Attachments to Include
Post-Drafting Disputes and Common Mistakes
Date / Time: December 6, 2023
12:00 pm – 2:10 pm Eastern
11:00 am – 1:10 pm Central
10:00 am – 12:10 pm Mountain
9:00 am – 11:10 am Pacific
Mike 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.
Jeff Cunningham | Bradley Arant Boult Cummings LLP
Jeff Cunningham is a Partner with Bradley Arant Boult Cummings LLP. He routinely advises growing entrepreneurial businesses regarding all aspects of the business life cycle, from entity selection and formation through fund raising and operational growth and maturity, all the way to the sale of the business in an exit transaction.
Session I – Legal Perspectives on LLCs | 12:00pm – 1:00pm
I. Taxation Models and Entity Selection | 12:00pm – 12:20pm
II. Asset Protection in LLCs | 12:20pm – 12:40pm
III. Operating Agreement Considerations | 12:40pm – 1:00pm
Break | 1:00pm – 1:10pm
Session II – Dissolution, Exhibits, and Avoidable Mistakes and Disputes | 1:10pm – 2:10pm
I. Dissolution | 1:10pm – 1:30pm
II. Exhibits and Other Attachments to Include | 1:30pm – 1:50pm
III. Post-Drafting Disputes and Common Mistakes | 1:50pm – 2:10pm