Agenda / Content Covered

1. Transfer Restrictions
   2:00 — 2:45, James Borchers
   1. 1. Overview and Purpose
      2. General Transfer Prohibitions with Exceptions
      3. Transfers Approved by Manager/Members
      4. Other Types of Common Transfer Restrictions
      5. Drafting Tips and Sample Language
2. Right of First Refusal, Right of First Offer
   2:45 — 3:30, Noel Humphreys
   1. Use Cases and Important Distinctions
   2. Procedure
   3. Qualifying Offers
   4. Offer Terms & Rights Conferred
   5. Drafting Tips and Sample Language
3. Drag-Along and Tag-Along Rights
   3:45 — 4:15, Noel Humphreys
   1. Use Cases
   2. Drafting Tips and Sample Language
4. Drafting Buy-Sell Provisions
   4:15 — 4:45, James Borchers
   1. Planning with Buy-Sells - Real-World Examples
   2. Valuation Procedures
5. Tax Implications of Transfer
   4:45 — 5:15, Noel Humphreys

Accreditation Details:

James A Borchers is the founder of InNovare Law LC, where his practice focuses on small business, commercial transactions, real estate, franchising and estate planning. Mr. Borchers has taught limited liability company issues and drafting for The Missouri Bar and National Business Institute. He also teaches classes at the St. Charles Community College on starting your own business and serves as a mentor for various entrepreneur communities in the St. Louis area. He is dedicated to helping attorneys recognize that LLCs are not corporations in LLC clothing. Mr. Borchers is active in various American Bar Association and The Missouri Bar committees relating to small business and estate planning. He earned his B.A. degree from Valparaiso University, his J.D. degree from Gonzaga University, and his LL.M. degree in taxation from Washington University St. Louis.

 

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.