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 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. Order today!

1. Emerging Trends and Legal Updates
2. Considering Purpose and Exit Strategy When Selecting an Entity
3. Drafting Operating Agreements
4. Tax Implications of Entity Selection
5. Securities Considerations
6. Ethical Considerations

1. Emerging Trends and Legal Updates
   8:30 - 9:00, Michael D. Cross Jr.
   
2. Considering Purpose and Exit Strategy When Selecting an Entity
   9:00 - 10:15, Michael D. Cross Jr.
   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
   10:30 - 11:45, Justin S. Daniels
   1. Management
   2. Contributions and Additional Capital Calls
   3. Distributions
   4. Buyout
      
4. Tax Implications of Entity Selection
   12:45 - 2:15, Albert Caproni III
   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 (Asset Sale, Stock Sale or Merger)
   12. Deficit Restoration of Capital Accounts/Minimum Gain Chargebacks and Qualified Income Offsets
   13. Tax Deductions
       
5. Securities Considerations
   2:30 - 3:40, S. Lawrence Polk
   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
      
6. Ethical Considerations
   3:40 - 4:40, David M. Messer
   1. The Role of the Attorney as Advisor in Entity Formation
   2. Conflicts of Interest: Who is the Client?
   3. The Importance of Confidentiality
   4. Adequacy of Fees and Charges

ALBERT CAPRONI III is a partner in the Atlanta law firm of Cohen & Caproni, LLC, where his practice focuses on income and estate tax planning for individuals and their closely held businesses, estate planning, estate administration and business law. Mr. Caproni is a certified public accountant licensed in Georgia and a member of the American Institute of CPAs and the Georgia Society of CPAs. He received his B.A. degree in political science from Columbus College, his J.D. degree from the University of Georgia and his LL.M. degree in taxation from New York University. He is a member of the American Bar Association (member, Section on Taxation), the State Bar of Georgia and the Atlanta Bar Association, where he previously served as a member of the Tax Section Board of Directors.

MICHAEL D. CROSS JR. is a member of the Alpharetta business and technology law firm of Briskin, Cross & Sanford, LLC, where his areas of practice include partnership and LLC law, mergers and acquisitions, franchise law, and general corporate transactions. For the past eleven years, Mr. Cross also has served as an adjunct professor at Reinhardt University, where he teaches undergraduate and graduate courses involving business law, media law, entrepreneurial law, organizational leadership and ethics. He also speaks frequently at continuing legal education seminars. Mr. Cross serves on the boards of several organizations, including the Development Authority for the City of Alpharetta, of which he is the chairman; and he is a founding board member of several non-profit organizations, including the Alpharetta Public Safety Foundation, Inc. Mr. Cross has worked with the Georgia Chief Justice's Commission on Professionalism since 2005. In 2010 and 2011, he was selected for inclusion in Georgia Super Lawyers Rising Stars for his work representing entrepreneurs, investors and privately-held companies. Mr. Cross earned his B.A. degree from Anderson University, his J.D. degree from Emory University School of Law and his LL.M. degree, with honors, from the University of Alabama School of Law. He is admitted to practice in Georgia and Indiana, as well as before the U.S Tax Court.

JUSTIN S. DANIELS is a shareholder with the firm Wagner, Johnston & Rosenthal, P.C. Mr. Daniels' corporate practice consists of representing businesses and business owners in all aspects of their operations from structuring new ventures, advising on acquisitions and divestitures and reviewing and negotiating key vendor, franchise, employment and customer contracts. He has represented a variety of clients in the manufacturing, technology, professional services, consulting and retail industries. Mr. Daniels' commercial real estate practice consists of representing investor syndicates and commercial developers who acquire, develop, finance and sell commercial real estate. He has advised investor syndicates and commercial developers in the retail, industrial, office, apartment building and residential subdivision market segments. Mr. Daniels is a frequent writer on commercial real estate topics and has published articles that include, "Finding the Right Title," "The LLC versus the S-Corp,""Underappreciated Commercial Lease Provisions" and "Breaking Up Is Hard To Do Thinking About Exit Strategies at The Outset." He also practices in the health care industry representing business entrepreneurs and commercial developers servicing the healthcare profession. Mr. Daniels has assisted with the acquisition of medical office buildings and suites, as well as the negotiation of key supplier and vendor contracts with health care companies. He also writes the legal column for the Maxsell Real Estate blog http://maxsell.net/category/real-estate-law . Mr. Daniels is a National Business Institute faculty member who has taught seminars nationwide to other attorneys and accountants on topics such as "LLC's Versus the S Corporation and Drafting LLC Operating Agreements." He has been recognized as a Rising Star by the Georgia Super Lawyers in 2006, 2007 and 2009. Mr. Daniels earned his B.A. degree from Virginia Tech University and his J.D. and M.B.A. degrees from Duquesne University.

DAVID M. MESSER is an attorney with the firm of Briskin, Cross & Sanford, LLC. Mr. Messer's practice focuses on a full spectrum of business law, with an emphasis on all phases of business dispute resolution, including trials, appeals, mediation and arbitration. He practiced as a business trial lawyer in Oklahoma for six years prior to joining Briskin, Cross & Sanford, LLC. In addition to his work in business litigation and negotiation, Mr. Messer has extensive experience in oil and gas litigation, homeowners' association disputes and election disputes. He also has successfully represented clients in a number of appeals before the Oklahoma Court of Civil Appeals and the Oklahoma Supreme Court. Mr. Messer is an adjunct professor at Reinhardt College in Alpharetta, Georgia, where he teaches a variety of courses on business law and ethics. He is admitted to the practice of law in Georgia and Oklahoma, and before the U.S. District Court for the Northern District of Georgia, the U.S. District Court for the Middle District of Georgia, the U.S. District Court for the Southern District of Georgia, the U.S. District Court for the Northern District of Oklahoma, the U.S. District Court for the Eastern District of Oklahoma, and the U.S. Court of Appeals for the 10th Circuit. Mr. Messer is a registered mediator with the Georgia Commission for Dispute Resolution and was honored by his peers as one of Georgia Trend's Legal Elite for 2009. He also serves on the board of the Noble Heroes Foundation, a not-for-profit foundation supporting and honoring professionals in the public safety profession. Mr. Messer earned his B.S. degree from Free Will Baptist Bible College, his M.C.M. degree from Southern Baptist Theological Seminary and his J.D. degree, with highest honors, from the University of Tulsa College of Law.

S. LAWRENCE POLK is a partner at Sutherland Asbill & Brennan LLP, and a member of the Litigation Practice Group, where he represents broker-dealers, banks and accountants, and concentrates his practice in the areas of securities litigation, securities arbitration, professional liability litigation, commercial litigation, and U.S. Securities and Exchange Commission (SEC) enforcement actions. Mr. Polk has spoken at numerous seminars on securities and sales practice issues including issues arising from the structured finance and subprime markets. He earned his B.A. degree from the University of Colorado and his J.D. degree from Emory University School of Law. Mr. Polk is a member of the Securities Litigation Subcommittee, American Bar Association; Compliance and Legal Division, Securities Industry and Financial Markets Association; and the Southeastern Regional Board of Directors, Anti-Defamation League.

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