Training Course
Syllabus:
The limited liability company, although a relatively-recent creation as a form of business organization, has become a viable choice in numerous circumstances and the organizational entity of choice in other circumstances. Practitioners need to build their expertise and sophistication in the use of this very favorable and flexible form of organization.
The following matters will be discussed:
- Jurisdiction Choice
- Capital Accounts And 704(b)
- Choice Of Entity Issues
- Bankruptcy Remote Entities
- Mergers And Conversions
- Estate Planning Issues
- Ethics
- Equity Compensation In The LLC Context
- LLCs In International Transactions
- Litigation Issues
8:30 a.m. - 9:15 a.m.
I. Jurisdiction Choice: California; Delaware;
Nevada
A. Series LLCs: Can They Be Used In California?
B. Single Member LLCs; Nevada Law On Death Of The Member; California?
1. Husband And Wife Are A 'Single Member' For IRS Purposes
C. Delaware Law Clearer On Fiduciary Duties And Ability To Modify Duties
1. Neubauer vs. Goldfarb – 'Waiver' Of Fiduciary Duty Unenforceable As Against Public Policy
2. Would Delaware Law Be Different, And/Or Enforceable If Case Is In California?
D. When Is Nevada The Right Choice?
9:15 a.m. - 9:30 a.m.
II. Capital Accounts And 704(b)
A. IRS Information Matching Program
9:30 a.m. - 10:50 a.m.
III. Choice Of Entity Issues
A. Member Managed vs. Manager Managed
B. LP Or S Corp To Avoid Gross Receipts Tax In California
C. LP Or S Corp To Minimize Self-Employment Tax
D. Operating Finance And Decision Making Issues In An LLC With Levels Of Investment Capital As Compared To A C Corporation With Series A-? Preferred Stock
E. Impact Of Exit Strategy On Choice Of Entity
10:50 a.m. - 11:00 a.m.
Break
11:00 a.m. - 11:15 a.m.
IV. Bankruptcy Remote Entities
A. What Are They And How Do They Work
B. Can A California LLC Be Effective As A Bankruptcy Remote Entity?
11:15 a.m. - 12:00 p.m.
V. Mergers And Conversions
A. LLCs In Mergers; 'Cross Species' Mergers; State Law Issues
B. LLCs In Mergers And Acquisitions Transactions; Tax And Accounting Issues
C. Post-Merger Accounting And Tax Issues
1. Benefits Of 'Non-Consolidated' Returns
2. Financial Accounting Issues
D. Conversions Involving LLCs
12:00 p.m. - 1:00 p.m.
Lunch (On Your Own)
1:00 p.m. - 2:00 p.m.
VI. Estate Planning Issues
A. Are There Benefits To A FLP In Valuations As Compared To An LLC?
B. Is Delaware Law More Favorable In The Valuation Context?
C. California Property Tax Issues
D. Section 1031 Exchanges
2:00 p.m. - 2:30 p.m.
VII. Ethics
2:30 p.m - 2:40 p.m.
Break
2:40 p.m. - 3:30 p.m.
VIII. Equity Compensation In The LLC
Context
A. Profits Interest Compared To Options
B. Alternatives To Options
C. Securities Laws
3:30 p.m. - 4:15 p.m.
IX. LLCs In International Transactions
A. Aircraft/Ship Financings-Coordinating With Foreign Lawyers
1. What Are The Issues?
2. Is The LLC Always The Right Entity
B. Non-U.S. Citizens Owning Interest In U.S. LLCs
C. Non-Resident Aliens Using An LLC To Hold Real Property In U.S. For Investment
D. Foreign LLCs
1. Foreign Tax Credits
2. 'Double Dip' Transactions
4:15 p.m. - 4:30 p.m.
X. Litigation Issues
A. Everest Investors vs. McNeil Partners; A Limited Partner (Member?) May Have A Private Right Of Action Against The General Partner (Manager?) vs. A Derivative Action, Where The Gravamen Of The Complaint Is Injury To The Limited Partner (Member?) And Not Injury To The Partnership (LLC?)
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