Agenda / Content Covered

Day 1: Legal Update, Entity Selection, Formation, Operating Agreements and More

1. New Jersey Legislative Update, Recent Trends and Developments in LLCs
   9:00 - 10:00, Kevin F. Murphy
   
2. The Revised Uniform Limited Liability Company Act (RULLCA): What You Need to Know
   10:15 - 11:00, Kevin F. Murphy
   
3. LLC Nuts and Bolts: Single Member and Series
   11:00 - 12:00, Julie D. Globus
   
   1. Tax Considerations
   2. Uses, Background, Structure
   3. Liability/Asset Protection
   4. The Series LLC Agreement
   5. Top LLC Mistakes to Avoid
   6. Developments, Trends and Case Law
4. LLC or S-Corp Tax Considerations
   1:00 - 2:15, Victor S. Elgort
   
   1. LLC Taxed as a Disregarded Entity vs. Partnership vs. S-Corp
   2. Formation Issues
   3. Pass Through Treatment of LLCs
   4. Tax Basis, Debt and Loss Concepts
   5. Self- Employment Tax Issues
   6. Liquidation of the LLC vs. S-Corp
   7. Qualified Subchapter S Subsidiary
   8. Compensation Strategies for Owner/Employees
5. How to Draft the LLC Operating Agreement
   2:30 - 3:30, Victor S. Elgort
   
   1. Formation Provisions
   2. Management and Voting Provisions
   3. Transfer Restrictions, Right of First Refusal, Impasse (Put/Call), Capital Call and Dissolution Provisions
   4. Distribution and Allocation Provisions
   5. LLC Operating Agreement Mistakes
   6. Sample Agreement Review
6. LLC Formation and Operation - Process, Procedures and Pitfalls
   3:30 - 4:30, Julie D. Globus
   
   1. Walkthrough of Formation Procedures
   2. Drafting Articles of Organization
   3. Member Managed vs. Manager Managed
   4. Rights and Duties of Members; Fiduciary Duties
   5. Management Structure
   6. Assignments of Membership Interests
   7. Funding an LLC
   8. Mistakes Made in Everyday Business Practices That Expose Personal Liability
   9. Member and Manager Liability Issues
   10. Crossing State Borders with LLCs

Day 2: Dividing Member Interests, LLC Conversions, Reorganizations and Disputes

7. Dividing, Issuing and Transferring LLC Member Interests
   9:00 - 9:45, Noel D. Humphreys
   
8. LLC Conversions and Reorganizations
   9:45 - 10:30, Noel D. Humphreys
   
   1. Mergers and Conversions
   2. Conversion or Reorganization
   3. Tax Challenges in Converting to an LLC
   4. Reorganization Tax Challenges
9. Using LLCs to Purchase Real Estate
   10:45 - 11:45, Mark S. Cherry
   
   1. Asset Protection Rules and Laws for Real Estate Investment
   2. Insurance Considerations, Issues and Pitfalls
   3. Transferring the Title to the Real Estate to an LLC - Do's and Don'ts
   4. Tax Traps and Strategies
   5. Creative Ways to Minimize Risk
10. Using LLCs in Asset Protection and Estate Planning
    11:45 - 12:30, Noel D. Humphreys
    
    1. Asset Protection and Estate Planning with LLCs
    2. Transfer of Interest
    3. Using LLCs and Trusts Together
    4. Tax Planning and Reporting
11. Preventing and Handling Disputes in the LLC
    1:30 - 2:30, Mark S. Cherry
    
12. Top LLC Mistakes to Avoid in Everyday Business Practices
    2:45 - 3:30, Noel D. Humphreys
    
13. Legal Ethics for the LLC Attorney
    3:30 - 4:30, Mark S. Cherry
    
    1. Role of Attorney in LLC Formation
    2. Who is the Client?
    3. Avoiding Conflicts of Interest
    4. Attorneys' Fees
    5. Fraudulent Transfers

MARK S. CHERRY is an attorney with Mark S. Cherry Attorney at Law, which is a general practice professional law firm in Cherry Hill, New Jersey that, in addition to the general practice of law, assists homeowners across New Jersey. His firm has extensive experience in foreclosure prevention, real estate, tax law and bankruptcy law. The firm has helped hundreds of clients file bankruptcy, securing their financial future and prevented many foreclosures keeping families safe at home. Mr. Cherry is admitted to practice in New Jersey, Pennsylvania, Federal District Courts, Bankruptcy Court, Federal Court of Appeals and U.S. Tax Court. In addition to being an accredited civil mediator, he is also the member of the American Institute of Certified Public Accountants (AICPA), American Association of Attorney-Certified Public Accountants (AAA-CPA), and New Jersey Association of Professional Mediators (NJAPM). Mr. Cherry earned his J.D. degree from the Delaware Law School of Widener University. Before that he earned his Bachelor of Business Administration degree from Temple University (Moot Court Honor Society).

VICTOR S. ELGORT is a senior member of Norris McLaughlin P.A., where his practice concentrates on business law and tax planning, including the structuring of partnerships and joint ventures, executive compensation, and domestic and international estate planning matters. He organized and created the first limited liability company in New Jersey and has written the standard form operating agreements and other documents for limited liability companies published by Julius Blumberg, Inc., including both the forms for use in New Jersey and the generic forms offered nationwide for limited liability companies. Mr. Elgort is a frequent lecturer at tax planning courses, including continuing education seminars. He has written extensive material published by National Business Institute, including "Drafting LLC and LLP Agreements in New Jersey," "Choice of Business Entity in New Jersey: How to Do It Right," "Asset Protection Techniques," "Family Limited Partnerships," "E-Commerce: Business," "Tax and Legal Aspects in New Jersey," "Successful Wealth Transfers," "Advanced Estate Planning Techniques and A Practical Guide to Estate Administration in New Jersey." Mr. Elgort earned his B.S. and B.A. degrees, with honors, from Rutgers University; his J.D. degree, with honors, from Cornell University; and his LL.M. degree, in taxation, from New York University. He is a member of the New Jersey State and American bar associations, the American Intellectual Property Law Association, the Computer Law Association, and he is a fellow of the American College of Trust and Estate Counsel. Mr. Elgort is included in the trusts and estates section of The Best Lawyers in America, and is named by his peers as a New Jersey Super Lawyer, in the area of taxation.

JULIE D. GLOBUS is a partner with the law firm of Sabharwal Globus & Lim LLP, in West Nyack, New York, where she practices in the areas of purchase and sale of debt of distressed companies, international mergers and acquisitions, leverage acquisitions, mergers and acquisitions, and finance. Ms. Globus is an associate member of the Association of Certified Fraud Examiners. Her focus is on all aspects of financial fraud, embezzlement, misrepresentation, and the corporate culture related to fraud. In the context of her established information wall and compliance practice, she has expanded to assist her clients with building an architectural framework for compliance with state and federal securities and finance laws, and in establishing strong internal controls. Ms. Globus earned her B.A. degree from Skidmore College, her M.A. degree from Hebrew University of Jerusalem, and her J.D. degree from Rutgers State University of New Jersey-Newark Campus. She is a frequent lecturer for National Business Institute.

NOEL D. HUMPHREYS is of counsel with Connell Foley LLP, where he limits his practice to business transactions, lending transactions, organizational governance and intellectual property. Mr. Humphreys is admitted to practice law in New Jersey and New York and before the U.S. District Court of New Jersey and the U.S. District Court of New York (Eastern and Southern). He earned his B.A. degree from DePauw University, his M.S.J. degree from Columbia University and his J.D. degree from Harvard University.

KEVIN F. MURPHY is a member of the Roseland law firm of Lum, Drasco & Positan, LLC, where his main areas of practice are taxation, limited liability companies, estate planning, trusts and estates, ERISA, employee benefits, and nonprofit organizations law. Mr. Murphy has lectured to various professional groups on tax topics and he is an adjunct professor at Fairleigh Dickinson University in the M.S. tax program. He is a member of the New Jersey State (member, Taxation, Employee Benefits, Real Property, Probate and Trust Law sections) and American (member, Taxation and Employee Benefits sections) bar associations, and the Northern New Jersey Estate Planning Council. Mr. Murphy earned his B.B.A. degree from the University of Notre Dame and his J.D. degree from Seton Hall University.