LLCs, Partnerships and Unincorporated Entities Committee 2016 LLC Institute October 20 21, 2016 Agenda

Transcription

1 LLCs, Partnerships and Unincorporated Entities Committee 2016 LLC Institute October 20 21, 2016 Agenda Thursday, October 20, :20-8:00 Breakfast (included in registration) 8:10 8:30 8:30-10:30 Welcome; Housekeeping Program (2 hrs.) Case Law Update (Non-Delaware) Elizabeth Miller, Baylor Law School, Waco, TX Dan Sheridan, Stark & Stark, Lawrenceville, NJ Sean Ducharme, Hunton & Williams, Richmond, VA Tom Rutledge, Stoll Keenon Ogden PLLC, Louisville, KY This panel will discuss recent LLC and partnership cases other than from Delaware on various topics of significance, including cases dealing with fiduciary duties and veil piercing and cases illustrating pitfalls in drafting operating agreements 10:30-10:45 10:45-12:15 Break Program (1.5 hrs.) Case Law Update (Delaware) Lou Hering, Morris Nichols Arsht & Tunnell, Wilmington, DE Melissa Stubenberg, Richards Layton & Finger, Wilmington, DE Matt O Toole, Potter Anderson Corroon LLP, Wilmington, DE This panel will discuss recent LLC and partnership cases from Delaware on various topics of significance, including cases dealing with fiduciary duties and veil piercing and cases illustrating pitfalls in drafting operating agreements. 12:30-1:45 Luncheon with Keynote Speaker Professor Robert Thompson LLCs in the Mainstream of Business Associations Law: The Key Trends over the Last Two Decades

2 2:00-3:30 Program (1.5 hrs.) Addressing Deadlock in LLCs Lou Conti, Holland & Knight, Tampa, FL Lisa Jacobs, DLA Piper, Philadelphia, PA Steve Leitess, Silverman, Thompson, Slutkin, White, LLC, Baltimore, MD Christina Houston, DLA Piper, Wilmington, DE This panel will discuss deadlock breaking mechanisms in LLC operating agreements, with a focus on the types and forms of such provisions, their effectiveness and limitations, and the issues involved in drafting, enforcing, and litigating them, including statutory and case law developments affecting them. 3:30-3:45 Break 3:45-5:15 Program (1.5 hrs.) Nonprofit LLCs and UNPAs Lisa A. Runquist, Attorney at Law, Northridge, CA Cassady A. Cass Brewer, Georgia State Univ College of Law, Atlanta, GA Elizabeth Carrott Minnigh, Buchanan Ingersoll Rooney PC, Washington, DC This panel will address the increasingly common intersection of LLCs with the nonprofit sector. Topics to be discussed include: using LLCs as tax-exempt subsidiaries; charitable gifts to LLCs, including a recent, odd Tax Court decision respecting a single-member LLC for charitable contribution valuation purposes; using LLCs in lieu of private foundations for charitable giving; using unincorporated associations and/or stand-alone LLCs as tax-exempt entities; hybrid LLCs such as the benefit LLC, the L3C, and state-law nonprofit LLCs; program-related investments and LLCs; and the joint venture rules for LLCs with both tax-exempt and non-tax-exempt members. 6:30-7:30 Cocktail Hour Cash Bar 7:30-10:00 Lubaroff Award Dinner - (this event is a separately ticketed event - obtain through the registration process)

3 Friday, October 21, :30-8:00 Breakfast (included in registration) 8:00-10:00 Program (2 hrs.) Back Office Ethics: Risk Management Wisdom to Keep the Law Firm Running George Coleman, Bell Nunnally, Dallas, TX A.J. Singleton, Stoll Keenon Ogden PLLC, Lexington, KY In the context of the ABA Model Rules of Professional Conduct, this presentation will be a review a lawyer s basic duties to clients and a discussion of best practices. It will address the importance of new matter submission policies and procedures, including conflict checking and engagement letters; representation management, including disengagement letters and I m Not Your Lawyer letters; due diligence screening and integration of lateral hires; maintaining the confidentiality of information relating to the representation of clients; and other pearls of wisdom. 10:30-10:15 Break 10:15 11:45 Program (1.5 hrs.) Structuring the Management of a LLC Board Brad Borden, Brooklyn Law School, Brooklyn, NY Christine Hurt, Brigham Young Univ, Provo, UT Tom Rutledge, Stoll Keenon Ogden PLLC, Louisville, KY Management provisions can raise issues ranging from the effect of default rules to principles of agency law to concepts of corporate law. This panel will begin with a general discussion of agency concepts and how state default rules bestow agency on members and managers of LLCs. It will also draw upon language from numerous LLC operating agreements to consider how effectively those agreements incorporate or block the default rules. After establishing that basic groundwork, it will proceed to an in-depth analysis of management provisions that incorporate a board of managers or directors, and discuss how some effectively mimic the management structure of corporations and how some may cause management confusion. The discussion will review recent case law that has addresses LLC boards and how the management structure can affect whether courts rely upon principles of corporate law or partnership law to determine parties rights to management.

4 11:45-12:30 Luncheon: Working Committee Meeting 12:30-2:30 Program (2 hrs.) Uniform Series LLC Act Steven Frost, Chapman and Cutler LLP, Chicago, IL Daniel Kleinberger, Mitchell Hamline School of Law, Saint Pual, MN Marla Norton, Bayard PA, Wilmington, DE Scott Ludwig, Bradley, Huntsville, AL Allan Donn, Willcox Savage, Norfolk, VA This panel will discuss significant developments in the recently revised Uniform Limited Liability Company Protected Series Act which underwent a Second Reading at the 2016 Uniform Law Conference Annual Meeting in July The Final Reading of this Uniform Act is scheduled for July :00-3:15 Break 3:15-4:45 Program (1.5 hrs.) The New Partnership Audit Rules and Related Operating Agreement Drafting Considerations 4:45-5:00 Wrap-Up Warren Kean, Shumaker Loop & Kendrick LLP, Charlotte, NC Chip Lion, Morrison Foerster, Palo Alto, CA George Hani, Miller Chevalier, Washington, DC The repeal of TEFRA and the dawn of an entirely new set for IRS audits of partnership returns (generally effective for partnership years starting in 2018) warrants advance planning and preparation. This panel will discuss the new audit paradigm (and the many remaining open questions) as well as review how partnership and LLC agreements could be written (or rewritten) to adjust to the new paradigm.

5 The committee would like to thank National Corporate Research, Ltd. (NCR) for their continued support 5 years sponsoring the LLC Institute! Established in 1980, National Corporate Research, Ltd. (NCR) is a professional registered agent company that provides nationwide and international corporate, secured transactions, business license, real property, court, agency and library services for all industries, including the nonprofit sector. NCR is qualified to act as registered agent in all 50 states and the District of Columbia and provides statutory representation and process agent services for tens of thousands of companies across the country. NCR also offers registered agent services in many other countries throughout the world. With full-service offices in key cities from coast to coast in the U.S. and offices in Hong Kong and the United Kingdom, NCR has become a global resource for its customers. For more information, visit our website:

6 CLE INFORMATION The ABA directly applies for and ordinarily receives CLE credit for ABA programs in AK, AL, AR, AZ, CA, CO, DE, GA, GU, HI, IA, IL, IN, KS, KY, LA, MN, MS, MO, MT, NH, NM,NV, NY, NC, ND, OH, OK, OR, PA, PR, SC, TN, TX, UT, VT, VA, VI, WA, WI, and WV. These states sometimes do not approve a program for credit before the program occurs. This transitional program is approved for both newly admitted and experienced attorneys in NY. Attorneys may be eligible to receive CLE credit through reciprocity or attorney self-submission in other states. For more information about CLE accreditation in your state, visit or contact Dorcus Logan at dorcus.logan@americanbar.org or SCHOLARSHIP INFORMATION Applications are available for a limited number of scholarships to defray the registration fee. Preference will be given to practitioners with limited means and to unemployed attorneys. For registration fees over the amount of $500, attorneys who qualify will receive at least a 50% reduction in the registration fee. Please note, this does not include any reduction in meals, lodging, or travel costs associated with the course. For more information, please contact Dorcus Logan at dorcus.logan@americanbar.org /