LLC Operating Agreements: Part 2

Agenda / Content Covered

1. Management and Voting Provisions
   2:00 - 2:30, Neal B. Jannol
   1. Member Managed vs. Manager Managed
   2. Manager Powers, Appointment, Resignation, and Termination
   3. Officers (If Desired)
   4. Problems With Decision-Making in LLCs
   5. Practical Implications of Majority, Super-Majority, and Unanimity Voting
   6. Scope of Fiduciary Duty and Other Duties of Managers and Members
2. Bookkeeping and Meeting Formalities
   2:30 - 3:00, Neal B. Jannol
3. Transfer and Buyout Provisions
   3:00 - 3:30, Neal B. Jannol
   1. Limitations on Transfer
   2. Tax and Operations Effects of Different Types of Buyout Provisions
   3. Options and Mandatory Buyouts
   4. Rights of First Refusal and Rights of First Offer
   5. Drag-Along, Come-Along Rights
   6. Capital Calls
   7. Impasse Provisions
4. Dissolution
   3:45 - 4:15, Jeffrey D. Cunningham
5. Exhibits and Other Attachments to Include
   4:15 - 4:45, Jeffrey D. Cunningham
6. Post-Drafting Disputes and Common Mistakes
   4:45 - 5:15, Jeffrey D. Cunningham

Accreditation Details:

Jeffrey D. Cunningham is a partner in the Atlanta office Bradley Arant Boult Cummings, where he practices in the areas of Mergers & Acquisitions, Emerging Business, and Corporate Counsel Services practice groups. Mr. Cunningham serves as outside general counsel to many growth-phase mid-sized businesses, and concentrates his practice in mergers and acquisitions, commercial transactions, and business advisory matters. He counsels clients from entrepreneurs and start-ups, to large privately held companies through each phase business; choice of entity, business plan development, capital raising, equity and ownership agreements, commercial transactions, and exit strategies. Mr. Cunningham also represents clients in mergers and acquisitions, both buy-side and sell-side, as well as joint ventures and significant financing transactions. He develops strategies on both business and legal aspects of marketing, sales, negotiating transactions and relationships, and corporate governance. Mr. Cunningham advises clients on commercial financing matters and negotiates acquisition financing, private debt and equity financing, and venture capital. He also works with clients across many industries including manufacturing, distribution, business and professional services, staffing, residential and commercial construction, and distribution. In addition to business and transaction counseling, he utilizes his background in federal, state and local taxation, gained while working in two of the Big Four accounting firms to provide advice on effective tax rate minimization, tax compliance, and tax optimized structuring. Mr. Cunningham earned his B.S. degree in economics from Vanderbilt University, his M.B.A. degree from Georgia State University Robinson College of Business and his J.D. degree from Georgia State University College of Law.

Neal B. Jannol is a sole practitioner in Los Angeles at the Law Office of Neal B. Jannol. He has been an attorney for more than 20 years and concentrates his practice on sophisticated estate and tax planning for individual clients; the representation of individual and corporate fiduciaries; and the administration of estates and trusts. Mr. Jannol's experience includes drafting revocable and irrevocable trusts, business succession planning, premarital planning, charitable gift planning, and all aspects of estate administration and probate procedures. He is a member of the State Bar of California. Mr. Jannol earned his B.A. degree, magna cum laude, from the University of California at Los Angeles; and his J.D. degree from the University of California at Berkeley, Boalt Hall School of Law.