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1. Initial Considerations
2. Drafting the Articles of Organization
3. Drafting the LLC Agreement

Continuing Education Credits:   

Continuing Legal Education

Credit Hrs    State    Credit Approval Expiration

* denotes specialty credits

1. Initial Considerations
   1. Is an LLC the Proper Entity?
   2. State of Formation
   3. Basic Drafting Principles
2. Drafting the Articles of Organization
3. Drafting the LLC Agreement
   1. Basic Provisions
      1. Formation
      2. Definitions
      3. Capital Contributions
      4. Capital Accounts
      5. Distributions
      6. Management
      7. Rights, Duties and Responsibilities of Members
      8. Meetings
   2. Allocation and Tax Provisions
      1. Allocations
      2. Tax Matters Partner
      3. Tax Matters
   3. Transfers of Membership Interests
      1. Mandatory or Optional Purchase Provisions
      2. Withdrawal and Expulsion
   4. Buy-Sell Provisions
   5. Restrictive Covenants
   6. Fiduciary Duties and Indemnification
   7. Dissolution and Termination
   8. Miscellaneous

BEVERLY EVANS is a shareholder of Davis, Brown, Koehn, Shors, & Roberts, P.C., where she practices in the areas of business organizations, mergers, acquisitions and securities. She enjoys working with start-up enterprises as well as with publicly-held companies, in regional as well as international transactions. She has been involved in public and private offerings and has assisted companies with reporting and other obligations under Federal and State securities laws.Ms. Evans works with the Iowa Capital Investment Corporation (ICIC), an entity authorized by the state for the purpose of forming, through the use of incentive tax credits, a fund of funds designed to encourage the development of venture capital in the state. She has also worked with an Iowa-based entity that has successfully applied for and deployed Federal New Market Tax Credits. Ms. Evans' work with these entities and with start-up enterprises has fueled her enthusiasm for the economic development potential of Iowa. She earned her B.A. degree from Creighton University and her J.D. degree from the University of Nebraska at Lincoln College of Law. Ms. Evans is a member of the Iowa State Bar Association (Business Law Section) and is the author and editor of the Iowa State Bar Association Business Law Practice Manual.

JOSEPH B. KRISTAN is the Roth & Company, P.C. tax technical director. A respected tax technician, Mr. Kristan's practice includes real estate, manufacturing companies, closely-held businesses and foreign-owned U.S. operations. He works regularly with partnership taxation and corporate acquisitions and restructuring. Mr. Kristan frequently teaches at tax schools and is an author of articles for technical and general publications. He also writes the Roth & Company tax weblog and e-mail newsletter. Mr. Kristan wrote "The Tax Update has a tradition of continued existence going all the way back to 2001, in the primordial ooze days of Blogosphere." The Tax Update Blog (taxupdateblog.com) includes current coverage of interest to its author and, he hopes, to potential multimillionaires looking for a good cause to subsidize. Knowing the deadly dryness of his subject, the author tries, with sporadic success, to make it funny. The critics rave: "Both a source of breaking news and resource center on policies that could impact taxpayers, Tax Update Blog is a shining star among tax blogs," - Lexmonitor.com, and "Daily Posts, cutting edge commentary and a great sense of humor make Joe Kristan's blog stand out," - The Tax Lawyer's Blog, (blog.pappastax.com).

DAVID S. WALKER is the Dwight D. Opperman Distinguished Professor of Law at Drake University Law School - Drake Legal Clinic, where he teaches full-time in the corporate and business law area. He was chair of the Uniform Law Commission's Drafting Committee that drafted the Revised Uniform Limited Liability Company Act (RULLCA); and presently he is a member of the ULC's Committee to Harmonize Uniform Business Entity Legislation, including RULLCA, the Revised Uniform Partnership Act, the Uniform Limited Partnership Act, and the Model Entity Transactions Act. Mr. Walker also serves as chair of the Iowa Commission on Uniform State Laws and has been active in the Iowa State Bar Association Business Law Section, of which he is presently a member and is a past chair of the Business Law Section Council. He is a graduate of Yale University and the University of Virginia Law School.

J. MARC WARD is a shareholder and chair of the Business Law Group at the law firm of Dickinson, Mackaman, Tyler & Hagen, P.C. His practice includes, but is not limited to, corporate and LLC law; business law; banking and finance law; and mergers, acquisitions and divestitures. Mr. Ward was an observer on the Drafting Committee on Amendments to the Uniform Limited Liability Company Act, National Conference of Commissioners on Uniform State Laws. He is a frequent speaker and writer on Iowa limited liability companies and the Iowa Limited Liability Company Act, and is the primary author of Ward's Blog on Iowa Limited Liability Company Law (iowallcblog.com). Mr. Ward was listed in the 2010 edition of The Best Lawyers in America in the area of Corporate/M&A for the fifth year and in the area of Banking Law for the second year. He was also selected for inclusion in the 2010 edition of Chambers USA: America's Leading Lawyers for Business in the area of Corporate/M&A. In addition to his law practice, Mr. Ward is highly involved in civic activities. He is a past member and president of the Des Moines School Board, and he is currently a member and vice-chair of the Board of Directors of the Iowa Student Loan Liquidity Corporation, vice-chair of the Iowa Governor's Commission on the Status of Women, a member of the Board of Directors of the Des Moines Downtown Community Alliance, a member of the City of Des Moines Licensing and Appeals Board, and chair of the Polk-Des Moines Taxpayer's Association. In the Iowa State Bar Association, Mr. Ward is the current vice-chair of the Business Law Section Council, as well as a current member and past chair of the Business Law Section's Limited Liability Companies Committee. Mr. Ward attended Drake Law School, where he was a member of Drake Law Review and an honors graduate. Mr. Ward is also a member of the Order of the Coif and a graduate of the Greater Des Moines Leadership Institute.

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