LLC Operating Agreements: Part 1

Agenda / Content Covered

1. Entity Choice and Formation
   2:00 - 2:45, Michael J. Gorby
   1. Tax Factors
   2. Asset Protection Considerations
   3. Series LLCs
2. Types of Operating Agreements
   2:45 - 3:30, Michael J. Gorby
   1. Single Member
   2. Multiple Members
   3. Manager Managed
3. Structuring Capital Contributions
   3:45 - 4:30, Michelle I. Taylor
4. Mapping out Profits/Losses/Distributions
   4:30 - 5:15, Michelle I. Taylor
   1. Allocations of Profits and Losses
   2. Distributions Generally
   3. Preferred Returns
   4. Payments for Providing Services or Capital

Accreditation Details:

Michael J. Gorby is a founder and partner with Gorby Peters & Associates, LLC. He is a nationally recognized leader in complex corporate disputes, professional negligence cases, and liability issues that arise for property owners and managers, such as hotel chains, restaurants, shopping centers, apartment complexes, office buildings and other public venues. Since 1998, Mr. Gorby has served as the program chair for the Institute of Continuing Legal Education in Georgia (an affiliate of the University of Georgia), on the topic of premises liability. He is also the author of a popular legal treatise, Premises Liability in Georgia, which is published by Thomson Reuters/West, and which is now in its third edition. Mr. Gorby serves as an instructor/lecturer for Georgia Tech Procurement Assistance Center (GTPAC) in the area of procuring government contracts, and is also a registered mediator. He earned his B.A. degree from Georgia State University and his J.D. degree from the University of Georgia School of Law.

Michelle I. Taylor is an associate general counsel in the Office of the Air Force General Counsel in San Antonio, Texas, advising and providing legal support to the Assistant Secretary of the Air Force for Installations, Environment & Energy (SAF/IEI) and the Air Force Civil Engineer Center (AFCEC). Her primary responsibilities include negotiating, drafting and executing commercial leasing transactions, including Enhanced Use Lease Agreements (EUL), and interpreting laws, policies and regulations that include dispute resolution, environmental, energy and fuel disposals. Ms. Taylor represents her clients in long-term portfolio management and sustainment of leasing projects, and land disposals domestically and internationally. She came to the Air Force from the private sector where she worked as an assistant vice president, southwest regional underwriting counsel at Fidelity National Title Company. Ms. Taylor continues to maintain her private practice, where she specializes in real estate, small business and non-profit set up, mediation, dispute resolution, estate planning, probate, and title issues. She earned her Bachelor of Arts degree in political science from Bennett College and her Juris Doctor degree from Thurgood Marshall School of Law at Texas Southern University. Ms. Taylor was on the Dean's list, served on the Thurgood Marshall Law Review as the senior editor, and as the Chief Justice on the James M. Douglas Board of Advocates. She is a member of the State Bar of Texas, where she is active in the Real Estate, Probate and Trust; Construction; and Consumer and Commercial Law sections. Ms. Taylor is licensed to practice law in Texas and before the Texas Southern District Bankruptcy Court. She is an active member on LISC Houston Advisory Board, and has been since 2014. Ms. Taylor volunteers her legal services Houston Volunteer Lawyers.