Training Course 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.

1. Emerging Trends and Legal Updates
   8:30 - 8:45, Jay Sheen
   
2. Considering Purpose and Exit Strategy When Selecting an Entity
   8:45 - 10:00, Jay Sheen
   1. Determining Your Client's Objectives
   2. Fiduciary Duties for Each Entity Option
   3. Limitations on Management Structure
   4. Ability of Owners to Bind Entities
   5. Treatment of Capital vs. Treatment of Loans
   6. Equity and Phantom Equity Incentives Under Each Entity
   7. Exit Strategies if the Venture is Successful
   8. Exit Strategies if the Venture Fails
   9. Special Issues: Licensing, Alien Members, Investors/Workers, Contribution of Money/Property/Services
      
3. Drafting Operating Agreements
   10:15 - 11:30, Damon E. Coombs
   1. Management and Control: Crucial Provisions to Consider
   2. Structuring Provisions for Various Types of Distribution and Allocations
   3. Anticipating Problems and Disentanglement When Structuring the Operating Agreement
   4. Review of Sample Agreements
      
4. Tax Implications of Entity Selection
   12:30 - 2:30, Langdon T. Owen Jr.
   1. Differences Between S-Corporation and Partnership Flow Through Taxation
   2. Treatment of Losses
   3. Debt Restructuring and Cancellations
   4. Capital Accounts and Future Profits Interests
   5. Special Allocations
   6. Equity-Based Compensation Planning
   7. Non-Liquidating Distributions and Dividends
   8. Planning for Self-Employment Tax
   9. Transfer of Appreciated and Depreciated Property
   10. Death or Retirement of a Member and Tax Alternatives
   11. Tax Aspects of Sale of Business Exit (Asset Sale, Stock Sale or Merger)
   12. Deficit Restoration of Capital Accounts/Minimum Gain Chargebacks and Qualified Income Offsets
   13. Tax Deductions
       
5. Utah Standards of Professionalism and Civility: The Obligations of Transactional Lawyers and Other Professionals
   2:45 - 3:45, Stuart W. Hinckley
   1. Review of Continuing Education Requirements and Compliance
   2. Overview of the Twenty Standards
   3. Application of the Standards to Transactional Lawyers
   4. Application of the Standards to Other Professionals Through Standard No. 20
      
6. Securities Considerations
   3:45 - 4:40, Langdon T. Owen Jr.
   1. When do Securities Laws Apply?
   2. Exemptions From Registration With the SEC
   3. State Securities Law Considerations
   4. Disclosure Issues for New Entities
   5. 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)

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