Business Drafting Essentials: LLC/Partnership Agreements, Shareholder Agreements, and Common Contracts

Agenda / Content Covered

1. Preparing Operating and Partnership Agreements
   10:00 — 11:30, Thomas Owen
   1. Sample Operating Agreement Walkthrough
   2. Tax Status & LLC Type
   3. Roles and Responsibilities
   4. Voting Provisions
   5. Distributions and Allocations
   6. Transfer Restrictions
2. Preparing Shareholder Agreements
   11:45 — 1:15, Ryan Seib
   1. Sample Shareholder Agreement Walkthrough
   2. Definitions
   3. Organization and Governance
   4. Ownership Interests and Share Issuance
   5. Additional Formalities and Procedures
   6. Obligations
   7. Transfer Restrictions, Tag-Along and Drag-Along Rights
3. Preparing Asset Purchase Agreements
   1:45 — 3:15, Ryan Seib
   1. Sample APA Walkthrough
   2. Definitions and Transferred Assets
   3. Liabilities
   4. Covenants
   5. Conditions
   6. Representations and Warranties
   7. Indemnification
4. Preparing Common Business Agreements (With Samples)
   3:30 — 4:30, Dustin Hurley
   1. Employment Agreements
   2. Independent Contractor Agreements
   3. Non-Competition Agreements
   4. Non-Disclosure Agreements
5. Negotiating and Redlining Commercial Leases
   4:30 — 5:00, Dustin Hurley

Accreditation Details:

DUSTIN R. HURLEY is the managing attorney of the law firm Hurley Law, LLC with offices in Cincinnati and Middletown, Ohio. Mr. Hurley focuses his practice in business law, business litigation, and commercial real estate matters. He is the president of the Mid-Miami Valley Bar Association. He earned his B.S. degree from the Miami University Farmer School of Business and his J.D. degree from the University of Dayton School of Law.

THOMAS P. OWEN JR. is a member with Stanley, Reuter, Ross, Thornton & Alford, L.L.C., in New Orleans. Mr. Owen concentrates his practice in providing legal advice and representation to business clients, particularly concerning closely-held companies. He represents clients in litigation and arbitration disputes, as well as providing advice to clients regarding numerous business matters, including corporate formation and governance, mergers and acquisitions, contract negotiations, employment issues, insurance coverage disputes, confidentiality concerns, and trade secret protection. Mr. Owen is a member of the Louisiana State Bar Association, the Federal Bar Association, the New Orleans Bar Association and a member of the Board of Advisory Editors of the Tulane Law Review, and serves as an assistant bar examiner for the Louisiana bar. He earned his undergraduate degrees from Emory University and his J.D. degree, summa cum laude and Order of the Coif, from Tulane Law School.

RYAN R. SEIB is an attorney at Assurity Legal LLC. Mr. Seib practices in the areas of business, real estate, aviation, and contracts and agreements. He has assisted many businesses with handling legal matters in Wisconsin. He is licensed to practice to practice before the U.S. Court for the Western District of Wisconsin, the U.S. Bankruptcy Court for the Western District, and the U.S. Tax Court. Mr. Seib received his B.A. degree from University of Wisconsin - Madison and earned his J.D. degree from the Loyola University of Chicago School of Law. He presents aviation law courses and writes about aviation law nationally.