Hanging your own shingle is a step that often causes much trepidation. Are you doing everything you can to help your clients get a head start on their business ventures, no matter how small? This comprehensive overview offers fundamental techniques for selecting the right business structure for the specific purpose of the enterprise and laying out the rules of its operation. Walk your clients through every step of the process as they create, modify and operate their business ventures. Order today!

1. LLC vs. Incorporation: Choosing the Right Business Structure
2. Forming an LLC: Procedure, Requirements and Practical Tips
3. Drafting the Operating Agreement
4. Maximizing Tax Advantages of the LLC
5. The Ethics of LLC Formation and Conversion
6. Mergers and Conversions: Key Procedures

1. LLC vs. Incorporation: Choosing the Right Business Structure
   9:00 - 10:00, Steven P. Amen
1. Defining the Purpose of the Company
2. S Corporation vs. LLC
3. Partnerships, FLPs and Others
4. LLC-Corporate Hybrids
5. Single-Member, Series LLC, PLLC, L3C and Other Options
2. Forming an LLC: Procedure, Requirements and Practical Tips
   10:00 - 10:30 and 10:45 - 11:15, Steven P. Amen
1. State and Federal Regulation Compliance
2. Registering the Name and Other Intellectual Property Concerns
3. Getting a Tax ID Number
4. Filing Formation Documents With the State
5. Funding – Asset Transfers and Records
6. SBA and Other Loans and Programs That May Help the Venture
7. Lenders' Requirements for Bankruptcy Remote Single Asset LLCs as the Borrower
3. Drafting the Operating Agreement
   11:15 - 12:15, Brian L. Harr
1. Duration and Function of the Enterprise (specific project versus ongoing operations)
2. Number of Members, Types of Members, and Objectives
3. Management (member versus manager)
4. Rights and Responsibilities of Members and Managers
5. Classification for Tax Purposes
6. Initial Capital Contributions and Additional Capital Calls
7. Allocations and Distributions
8. Withdrawal of Members
1. Dissociation
2. Voluntary Withdrawal
3. Cause
4. Good Reason
5. Retirement
6. Disability
7. Death
8. Divorce
9. Transfers
1. Restrictions
2. Buy-Out Price and Payment
3. Life Insurance
4. Non-Competition Clauses
5. IRC § 409A issues
10. Miscellaneous
11. Review of a Sample Operating Agreement
4. Maximizing Tax Advantages of the LLC
   1:15 - 2:15, Jesse D. Sitz
1. “Check the Box” Regulations (C corporation, S corporation, partnership, or disregarded entity)
2. C vs. S Corporation Issues
3. Partnership Issues (capital contributions, debt and effect on basis, guaranteed payments, allocations, distributions and draws)
4. Sale of Interests (discounting, funding, installment sales, and closing tax year)
5. IRC § 409A, IRC § 751, and IRC § 754 Issues
6. Termination, Liquidation, and Dissolution Issues
7. Employment and Self-Employment Tax Issues
8. Anti-Abuse Rule
9. LLCs as Asset Protection and Estate Planning Vehicles (e.g., family LLCs)
10. Sale-Leaseback Arrangements
5. The Ethics of LLC Formation and Conversion
   2:15 - 3:15, Brian L. Harr
1. Whom do You Represent?
2. Conflicts of Interest and Waivers
3. Special Considerations for In-House Counsel
4. Attorney Fees
5. Multi-Jurisdictional Practice of Law
6. Confidentiality
7. Fiduciary Liability
6. Mergers and Conversions: Key Procedures
   3:30 - 4:30, Jesse D. Sitz
1. Converting to an LLC: Forms of Transaction
1. Liquidation, Then Formation
2. Parallel Operations
3. Installment Sale, Then Liquidation
2. Conversion Tax Consequences and Tactics
1. From a Sole Proprietorship
2. From a C Corporation
3. From a General Partnership
4. From an S Corporation
3. Changing Jurisdictions
1. DBA
2. Registering as a Foreign Jurisdiction LLC
4. Sample Buy-Sell Agreement for a Simple Buyout
5. Transfer of Liability
6. Debt Restructuring

STEVEN P. AMEN is a partner in the law firm of Kutak Rock LLP, where he practices in the areas of corporate law, securities, and mergers and acquisitions. He earned his B.S. degree, with high distinction, and J.D. degree, with distinction, from the University of Nebraska. Mr. Amen is a member of the Omaha, Nebraska State and American bar associations.

BRIAN L. HARR is a member of Koley Jessen PC's M&A/Securities Practice Group. His practice includes the representation of both public and private companies in the sale and purchase of companies. He has extensive experience in the structuring of transactions to maximize the value of the transaction for his clients. During the negotiations of a transaction, Mr. Harr works closely with his clients to identify potential issues, explain the consequences of such issues, and try to find an acceptable resolution to such issues. Once a transaction closes, he continues to work with his clients to see that all post closing covenants are satisfied; and, if there are any other post closing issues, they are resolved in a satisfactory manner. Mr. Harr is a member of the Nebraska and Omaha bar associations. He received his B.A. and J.D. degrees from the University of Notre Dame. Mr. Harr represented a publicly traded company in thirteen acquisitions/dispositions. He also represented a local, privately held company with 200 plus shareholders in its sale to a publicly traded company for more than $45 million. Mr. Harr serves as outside general counsel for a privately held company with over $100 million in annual revenue.

JESSE D. SITZ is a member of Baird Holm LLP's corporate and business and tax, trusts and estates sections. He represents clients with respect to general corporate matters, estate planning and probate matters, federal and state tax planning issues, and tax exempt matters. Mr. Sitz received his Juris Doctorate degree, cum laude, from the University of Minnesota Law School in 2005. While in law school, he was a member of the Wagner Moot Court Competition Team and the Minnesota Justice Foundation. He received a Bachelor of Science degree from the University of Nebraska-Lincoln in 1999. Mr. Sitz represented parties involved in mergers, acquisitions, and reorganizations. He also represented fiduciaries in probate and trust administration. Mr. Sitz assisted clients in appealing federal and state tax assessments and penalties. He also assisted clients to comply with federal deferred compensation rules under Internal Revenue Code Sections 409A and 457. He is a member of the Nebraska, Iowa, Omaha and American (Taxation and Real Property, Probate, and Trusts sections) bar associations, the Downtown Omaha, Inc. (Board of Directors), the Omaha Venture Group and the ICAN Defining Leadership for Men 2009.

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