Agenda / Content Covered

10:00 am to 5:00 pm Eastern Standard Time

1. Overcoming Early Obstacles: Entity Selection and Choice of Law
   10:00 - 10:45, Michael J. Gorby
   
   1. When an S-Corp, C-Corp or Partnership Would Have Been Better
   2. Deciding Where to Incorporate: State Law vs. Convenience
2. Choosing the Right LLC Structure
   10:45 - 11:15, Michael J. Gorby
   
   1. Top Questions to Ask the Client
   2. Single vs. Multi-Member LLC
   3. Manager- vs. Member-Managed LLC
   4. Hot Topics in Delaware: Registered and Protected Series LLCs
3. LLC Tax: New Rules and Challenges
   11:15 - 11:45, Douglas R. Griess
   
   1. IRS Rules, Enforcement and Guidance: How Big are the Changes and What is Their Real Impact?
   2. Single Member LLCs as Disregarded Entities
   3. Compensation Planning and Common Taxation Issues
   4. Planning for Self-Employment Tax
   5. Handling the Sale or Transfer of LLC Interests
   6. Section 199A Update
   7. Qualifying for QBI Passthrough Deduction
4. Advanced Concerns in Real Estate Investment
   12:00 - 12:30, Douglas R. Griess
   
   1. Primary Asset Protection Rules for Real Estate Investment
   2. Title Transfers
   3. Liability Considerations
   4. Minimizing and Reducing Risk When Acquiring
5. Solving Profit Distribution and Decision-Making Problems Before They Arise
   12:30 - 1:00, Bradford E. Block
   
   1. Case Studies: Default Rules and Unexpected Consequences
   2. Clearly Defining Roles and Responsibilities
   3. Establishing Contributions, Distributions and Compensation
   4. Dealing with Sweat Equity and Phantom Income
   5. Creating a Solid Foundation for Voting and Decision-Making
   6. A Word on Impasse, Deadlock and Forced Mediation
6. Transfers and Valuations: Planning to Prevent Mayhem
   1:30 - 2:00, Bradford E. Block
   
   1. Case Studies: Transfers Gone Wrong
   2. Sound Frameworks for Voluntary Transfers
   3. Crafting a Plan for Divorce, Death and Disability
   4. Buy-Sell Essentials and Alternatives
   5. Advanced Options for Business Interest Valuations
7. Top Tips for Healthy Negotiations and Dispute Resolution
   2:00 - 2:30, Daniel S. Welytok
   
8. The Limits of the Corporate Veil
   2:30 - 3:15, Bradford E. Block
   
   1. Essential Elements for Protection and the Alter Ego Doctrine
   2. Leading Case Law - Protection Exists
   3. Leading Case Law - Veil Pierced
   4. State-by-State Considerations and Key Takeaways
9. Overcoming Formality and Operational Mistakes
   3:30 - 4:00, Daniel S. Welytok
   
   1. Best Practices for Maintaining Corporate Formalities
   2. Do's and Don'ts of Record Keeping and Corporate Asset Use
   3. Required Licensing and Insurance Considerations
   4. Limiting Exposure Between Affiliated Entities
10. Ethics: Crossing the Line
    4:00 - 5:00, Bradford E. Block
    
    1. Closely-Held Case Studies: Conflicts of Interest Rules and Application
    2. Ethical Standards and Civil Liability
    3. Confidentiality and Attorney as Advisor

Accreditation Details:

BRADFORD E. BLOCK is the principal of the Law Offices of Bradford E. Block in Northbrook. He has been an attorney for more than 35 years and practices in the areas of business formation, mergers and acquisitions, not-for-profit organizations, private foundations, equity financing, tax law, and the preparation and negotiation of corporate and technology contracts. Mr. Block has lectured to various professional groups on matters related to limited liability companies, partnerships, business transactions, S-corporations, and tax-exempt organizations. He is a former adjunct professor of business planning and partnership law at DePaul University. Mr. Block is also a commercial mediator and a member of the Association of Attorney Mediators. He earned his B.S. degree from the Wharton School of Finance and Commerce at the University of Pennsylvania and his J.D. degree from DePaul University College of Law.

MICHAEL J. GORBY is a founder and partner with Gorby Peters & Associates, LLC. He is a nationally recognized leader in auto injury cases, 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. This work also includes advising start-up clients on the different forms of business structures and the most advantageous entity selection for the client. 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 J.D. degree from the University of Georgia School of Law.

DOUGLAS R. GRIESS is a partner with Hackstaff & Snow, LLC, in Denver, Colorado, focusing on business law, estate planning, and intellectual property for small businesses. Early in his career, Mr. Griess learned contract analysis working on insurance coverage matters, commercial litigation, and construction defects. He opened The Griess Law Firm, LLC in 2010 to provide business counsel to clients, and then merged with Hackstaff & Snow, LLC in 2016 to expand his practice areas and resources. Mr. Griess represents various individuals and businesses based in Colorado and around the nation in business matters, nonprofit matters, transactions, civil and commercial disputes, and intellectual property (copyrights, trademarks, and trade secrets). While engaged in all aspects of general business representation, he focuses on entity formation and updating, owner relationships, and business succession planning. Mr. Griess is admitted in Colorado and the Tenth Circuit. He is also admitted to the Wyoming Bar. He is a member of the Colorado and Denver bar associations. Mr. Griess earned his B.A. degree from Virginia Tech and his J.D. degree from the University of Virginia School of Law.

DANIEL S. WELYTOK is a shareholder in the Milwaukee office of von Briesen & Roper, s.c., where he assists clients with tax issues, acquisitions and divestments, capital structuring, financing, corporate governance, information technology, licensing and distribution, regulatory and compliance issues, labor and employee benefits matters, and dispute resolution. He serves as chair of the firm’s Opinion Review Committee. Mr. Welytok was appointed in 2018 by the U.S. Department of Treasury to serve on the Internal Revenue Service Advisory Committee on Tax Exempt and Government Entities, and has served on the American Bar Association’s Advisory Committee, articles editor for The Tax Lawyer and chair of the ABA Tax Law Committee, Young Lawyers Division. Mr. Welytok is an Editorial Board member and on the editorial staff of the TAXFAX column of The Cooperative Accountant. He has been the author of and edited various tax and law-related books, including the 2018 National Income Tax Workbook, Nonprofit Law & Governance for Dummies, Sarbanes-Oxley for Dummies and The Wisconsin Guide to Nonprofits. Mr. Welytok received his B.B.A. degree, cum laude, from the University of Wisconsin; his J.D. degree from the University of Wisconsin; and his LL.M. degree, with distinction, from DePaul University.