How to Draft LLC Operating Agreements

Agenda / Content Covered

1. Basic Operating Agreement Guidelines
   10:00 — 10:45, Alfred Ludwig
   1. Types of LLCs
   2. Member Duties and Responsibilities
   3. Contingencies
   4. Dissolution and Termination
   5. Using Model Operating Agreements - Pros and Cons
2. Drafting Management-Related Provisions
   10:45 — 11:30, Douglas Griess
   1. Stating the Purpose of the LLC
   2. Identifying Members and Classes of Membership
   3. Terms and Conditions for Adding Members
   4. Outlining Day-to-Day Management
   5. Operation Limitations
   6. Provisions for Fiduciary, Deadlock and Dispute Matters
   7. Sample Provision Language to Use
3. Handling Capital Contributions, Profit Distributions and Allocating Losses
   11:45 — 12:15, Noel Humphreys
4. Provisions to Protect Against Veil-Piercing Risks
   12:15 — 1:00, Alfred Ludwig
   1. Minimizing the Risk of Veil-Piercing
   2. Provisions that Protect Against Piercing
   3. Court Considerations for Veil-Piercing Cases
   4. Sample Provisions to Protect Against Veil-Piercing
5. Provisions Addressing Accounting and Tax Issues
   1:30 — 2:30, Noel Humphreys
   1. Capital Shifts
   2. Economic Losses
   3. Tax Entity Selection
   4. Distributions Generally
   5. Payments
6. Transfers, Withdrawals and Transitions
   2:30 — 3:15, Douglas Griess
   1. Transfers of Member Interest
   2. Sale of Membership
   3. How to Handle Death, Divorce, Disability and Retirement
   4. Drafting Provisions to Protect LLC Members from Social Security and Medicare Taxes
7. Modifying, Restructuring and Updating the Agreement
   3:30 — 4:00, Alfred Ludwig
8. Ethics
   4:00 — 5:00, Brandon Schwartz
   1. Conflicts of Interest
   2. Confidentiality
   3. Unauthorized Practice of Law
   4. Handling of Funds and Property
   5. Reporting Professional Misconduct

Accreditation Details:

DOUGLAS R. GRIESSis a partner at Hackstaff Snow Atkinson & Griess, LLC, in Denver, Colorado, focusing on business law, estate planning, and intellectual property (trademarks, copyrights, trade secrets) for closely held businesses. Mr. Griess has presented to business, financial, and legal professionals on topics related to business entities, taxes, ethics, and asset protection, with a specific focus on LLCs (partnerships), S-Corps, and trusts. Mr. Griess's clients are business owners and company's in a wide range of industries and markets, and has worked on deals around the country and internationally. Mr. Griess is admitted in Colorado, Wyoming, and the Tenth Circuit, he is a member of several professional groups including the Colorado, Wyoming, and Denver bar associations. Mr. Griess earned his B.A. degree from Virginia Tech and his J.D. from the University of Virginia School of Law.

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.

ALFRED J. LUDWIG is an attorney at Lewis Rice LLC, where he maintains a diverse transactional practice. Mr. Ludwig represents a wide array of clients ranging from large, publicly traded companies to individuals and sole proprietorships in all aspects of business operations. His experience includes transaction structuring, operational diligence, development and compliance, mergers and acquisitions, commercial contracts, the processes that accompany startup business planning, and the dissolution of ongoing businesses at the end of their life cycle. Mr. Ludwig has a significant commercial real estate practice, and he represents lenders and borrowers in a range of financing transactions, with a special emphasis on marine and real estate financing. He also has substantial experience in negotiating and accounting for information technology and related software licensing arrangements. Mr. Ludwig earned his B.A. and M.A. degrees from Truman State University and his J.D. degree, cum laude, from the University of Missouri at Columbia School of Law.

BRANDON M. SCHWARTZ is a trial attorney with Schwartz Law Firm in Oakdale, Minnesota. Mr. Schwartz is board certified by the Minnesota State Bar Association as a civil trial specialist and is board certified by the National Board of Trial Advocacy as a civil trial law advocate. He focuses his practice primarily on business law and business litigation involving such matters as shareholder disputes, derivative actions, contract creation and litigation, company formation, and age discrimination for clients throughout Minnesota, Iowa, Wisconsin and Arizona. Mr. Schwartz also provides counsel and litigation representation in personal injury and family law cases. He is admitted to practice in Minnesota, Iowa, Wisconsin and Arizona; and before the U.S. District Courts for the districts of Minnesota, Colorado, Iowa, and Wisconsin. Mr. Schwartz earned his undergraduate degree, cum laude, from Michigan Technological University; and his J.D. degree, cum laude, from the William Mitchell College of Law, and was in the top ten students in his class. He has been published several times by the Minnesota State Bar Association, Michigan Bar Journal, and the American Bar Association. Mr. Schwartz has been named a Rising Star by Super Lawyers multiple times; is a life member of the Million Dollar Advocates Forum and the Multi-Million Dollar Advocates Forum; is a lifetime charter member of Best Attorneys of America,; was awarded with Lifetime Achievement by America’s Top 100 Attorneys; and was awarded as one of America’s Top 100 high stakes litigators.