Agenda / Content Covered

All times are shown in Eastern time

1. State Operating Agreement Law Update, Trends and Current Issues
   9:00 - 9:45, Howard P. Ross
   
2. Common Drafting Oversights and Current Developments in LLC Litigation
   9:45 - 10:30, T. Scott Tufts
   
   1. Real-World Examples/Sample Provisions
   2. Sample Drafting Checklist for Attorneys
   3. Limited Liability of LLC Members and Managers - Piercing the LLC Veil
   4. Fiduciary Duties of Members and Managers
   5. Interpretation of Operating Agreement as to:
      1. Fiduciary Duties
      2. Additional Capital Contributions
      3. Removal of Manager
      4. Fee-Shifting Provisions
   6. Reformation of LLC Operating Agreement
   7. Improper Distribution by an LLC
   8. Charging Orders Regarding LLC Property
   9. Merger, Conversion and Reorganization of LLCs
3. Tax Mistakes Made in Distribution, Allocation and Entity Selection
   10:45 - 11:30, T. Scott Tufts
   
   1. Real-World Examples/Sample Provisions
   2. Sample Drafting Checklist for Attorneys
   3. Tax Process: Distribution and Allocation Provisions
   4. Options for Tax Entity Selection
   5. Allocations of Profits and Losses
   6. Distributions Generally
   7. Preferred Returns
   8. Payments for Providing Services or Capital
4. Formation and Drafting: Articles and Operating Agreement
   11:30 - 12:15, C. Scott Brainard
   
   1. Real-World Examples/Sample Provisions
   2. Sample Drafting Checklist for Attorneys
   3. Types of LLCs
   4. Steps to LLC Formation
   5. The Basics of Articles of Organization
   6. Capital Contributions
   7. Ownership Interest Documentation
   8. LLC Record Keeping
   9. Drafting Tips and Suggestions
5. Transfer Restriction Issues, Right of First Refusal, Impasse (Put/Call), Capital Call and Dissolution Provisions
   1:15 - 2:00, Peter Nealis
   
   1. Real-World Examples/Sample Provisions
   2. Sample Drafting Checklist for Attorneys
   3. Limitations on Transfer
   4. Tax and Operations Effects of Different Types of Buyout Provisions
   5. Rights of First Refusal and Rights of First Offer
   6. Drag Along, Come Along Rights
   7. Capital Calls
   8. Impasse Provisions
   9. Options and Mandatory Buyout
   10. Dissolution
6. Members and Managers: Rights, Responsibilities and Voting Provisions
   2:00 - 2:45, C. Scott Brainard
   
   1. Real-World Examples/Sample Provisions
   2. Member Managed vs. Manager Managed
   3. Manager Powers, Appointment, Resignation, Termination, Removal of a Manager
   4. Officers (if Desired)
   5. Two or More Classes of Member Interests
   6. Practical Implications of Majority, Super-Majority, and Unanimity Voting
   7. Management Deadlock Curing Provisions
   8. Scope of Fiduciary Duty
   9. Problems with Decision-Making in LLCs
7. Top Operating Agreement Mistakes Attorneys Make
   3:00 - 3:30, Peter Nealis
   
8. Ethics
   3:30 - 4:30, Howard P. Ross
   
   1. When Does an Attorney-Client Relation Exist in LLC Formation?
   2. Who is the Client?
   3. Communication with Clients
   4. Joint Representations
   5. Confidentiality

C. SCOTT BRAINARD is secretary and corporate counsel for the general contracting and development firm of William Karns Enterprises, Inc., located in Madeira Beach, Florida. Mr. Brainard is a member of The Florida Bar, with membership in the Condominium Committee for more than 25 years and in the Business Law Section for more than 17 years. He speaks frequently on a variety of real estate and commercial topics including formation, documentation and operation of limited liability companies; condominium development and operation; survey and title issues; and commercial leasing issues. Mr. Brainard earned his B.A. degree from Grove City (PA) College and his J.D. degree from Stetson University College of Law.

PETER NEALIS is a partner in the Cleveland office of Taft Stettinius & Hollister LLP, who also practices in Sarasota/Bradenton, Florida. He has substantial experience representing both public and private companies and investors in a variety of securities, regulatory, and corporate governance matters. Mr. Nealis is a member of The Florida Bar and the Sarasota Bar Association. He earned his B.A. degree from Colby College and his J.D. degree from The Ohio State University.

HOWARD P. ROSS, a 50-year member of The Florida Bar, is a shareholder with the law firm of Battaglia, Ross, Dicus & McQuaid, P.A. Mr. Ross handles both transactional and litigation matters utilizing the knowledge gained in one to assist in the other. He is board certified in business litigation and civil trial law. He has taught numerous continuing education programs and is a member of the American Arbitration Association Roster of Neutrals, Large and Complex Commercial Case Panel. Mr. Ross earned his B.A. degree from the University of Illinois and his J.D. degree from Stetson University College of Law.

T. SCOTT TUFTS is an attorney with CPLS, P.A., in Orlando, Florida. Mr. Tufts is focused on legal tax representation in six primary practice areas, including abusive tax shelters (detection and analysis), business divorces and estate disputes, partners in peril (agreement assessment and review, plus partnership disputes), tax consultation and advice, tax litigation, tax whistleblower, representation before the IRS, and worker classification. He is a board-certified tax lawyer of The Florida Bar. He is licensed in the United States Court of Federal Claims. Mr. Tufts is admitted to practice in North Carolina and Florida, before the Internal Revenue Service and in the U.S. Tax Court. Mr. Tufts earned his B.S. degree in accounting from Florida State University, his J.D. degree from Wake Forest University School of Law and his LL.M. degree in taxation from the University of Miami.