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About the Teleseminar
For most LLCs, the single most important document they will ever need is their operating agreement. A carefully drafted operating agreement provides a stable framework for the LLC’s members to start, grow and operate a business, and in certain instances facilitate the withdrawal of members of the ownership group. The operating agreement defines the business relationships among the members, operationally and financially, and provides for the valuation and transfer of interests. A good operating agreement saves LLC members considerable time and money in the long-run. It’s also a very complex document involving the deepest complexities of tax and business law. This program will provide you with a real-world guide to drafting and reviewing the major provisions of LLC operating agreements, including major financial and tax provisions.
Day 1 – October 3, 2013:
- Major formation and capital structuring issues – contributions of cash and other property, and debt issues
- Tax issues related to formation and allocation of gain/loss related to capital contributions
- Understanding capital accounts for tax purposes and relationship to financial books
- Management and voting rights – operational control and major event approval
- Restrictions on members – covenants not to compete and the organizational opportunity doctrine
- Restrictions on transfers of interests
About the Speakers
Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section. He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements). Mr. Immerman received his B.A., magna cum laude, from Carleton College, his M.A. from the University of Minnesota, and another M.A. and his Ph.D. from Princeton University, and his J.D. from Yale Law School.
Lee Lyman is a shareholder in the Atlanta office of Carlton Fields, where she has more than 20 years’ experience in corporate and real estate transactions. She provides corporate and transactional advice, with an emphasis on advising clients engaged in ongoing business transactions, including joint ventures, mergers and acquisitions, and business restructurings. She has extensive experience in LLC and partnership law, organization, structure, and operations. She has extensive experience structuring equity and debt financing for the acquisition, development and sale of real estate and in general corporate transactions. Ms. Lyman received her B.S. from Florida State University, her M.A. from the University of Pittsburg, and her J.D. from Duke University School of Law.
Mandatory MCLE Credit Hours
This seminar qualifies for 1.0 MCLE Credit Hour (Tentative)