This intermediate level seminar is designed for attorneys who already have a basic understanding of LLCs, C-Corps, S-Corps and partnerships. Accountants, certified financial planners and lenders may also benefit.
Our experienced faculty will examine the critical legal, tax and securities aspects that impact LLCs, corporations and partnerships, so you are fully prepared to help your clients make the best choice of entity. (see
full course description)
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Syllabus:
Take Your Entity Knowledge to the Next Level
If you already have a basic understanding of business entities but now want to augment that knowledge with a more in-depth analysis of the factors to consider when weighing your entity options, then this course is for you! Our experienced faculty will examine the critical legal, tax and securities aspects that impact LLCs, corporations and partnerships, so you are fully prepared to help your clients make the best choice of entity. Register today!
Stay up to date with emerging trends and legal developments that affect business entity options.
Review the Utah Standards of Professionalism and Civility.
Compare the key differences of various business entities to determine which one is best for your client.
Understand the tax consequences of selecting a corporation vs. a pass-through entity.
Learn best practices for structuring operating agreements for different types of distribution and allocations.
Obtain sample operating agreements that you can use in your practice.
Explore the exit strategy options of each entity type to ensure your choice of entity will best meet your clients' objectives.
Avoid common securities mistakes when forming entities.
Emerging Trends and Legal Updates 8:30 - 8:45, Jay Sheen
Considering Purpose and Exit Strategy When Selecting an Entity 8:45 - 10:00, Jay Sheen
Determining Your Client's Objectives
Fiduciary Duties for Each Entity Option
Limitations on Management Structure
Ability of Owners to Bind Entities
Treatment of Capital vs. Treatment of Loans
Equity and Phantom Equity Incentives Under Each Entity
Exit Strategies if the Venture is Successful
Exit Strategies if the Venture Fails
Special Issues: Licensing, Alien Members, Investors/Workers, Contribution of Money/Property/Services
Drafting Operating Agreements 10:15 - 11:30, Damon E. Coombs
Management and Control: Crucial Provisions to Consider
Structuring Provisions for Various Types of Distribution and Allocations
Anticipating Problems and Disentanglement When Structuring the Operating Agreement
Review of Sample Agreements
Tax Implications of Entity Selection 12:30 - 2:30, Langdon T. Owen Jr.
Differences Between S-Corporation and Partnership Flow Through Taxation
Treatment of Losses
Debt Restructuring and Cancellations
Capital Accounts and Future Profits Interests
Special Allocations
Equity-Based Compensation Planning
Non-Liquidating Distributions and Dividends
Planning for Self-Employment Tax
Transfer of Appreciated and Depreciated Property
Death or Retirement of a Member and Tax Alternatives
Tax Aspects of Sale of Business Exit (Asset Sale, Stock Sale or Merger)
Deficit Restoration of Capital Accounts/Minimum Gain Chargebacks and Qualified Income Offsets
Tax Deductions
Utah Standards of Professionalism and Civility: The Obligations of Transactional Lawyers and Other Professionals 2:45 - 3:45, Stuart W. Hinckley
Review of Continuing Education Requirements and Compliance
Overview of the Twenty Standards
Application of the Standards to Transactional Lawyers
Application of the Standards to Other Professionals Through Standard No. 20
Securities Considerations 3:45 - 4:40, Langdon T. Owen Jr.
When do Securities Laws Apply?
Exemptions From Registration With the SEC
State Securities Law Considerations
Disclosure Issues for New Entities
Common Securities Mistakes
Seminar Summary:
Our experienced faculty will examine the critical legal, tax and securities aspects that impact LLCs, corporations and partnerships, so you are fully prepared to help your clients make the best choice of entity. (see
full course description)