LLCs,
Partnerships and Unincorporated Entities Committee
2013 LLC Institute
October 17-18, 2013
Agenda
Thursday, October 17, 2013
8:30 a.m.-10:00 a.m. Partnership Creation – Avoiding Audit:
Considering, Creating, and Caring for Family Limited Partnerships
Speaker: Stephanie Loomis-Price, Winstead Attorneys,
Houston, Texas
This session will provide practical tips with some
discussion on recent developments in audits and case law related to creation
and maintenance of family limited partnerships.
Topics addressed will include:
●
Determining
when it is not feasible to create a partnership
●
Optimizing
partnership defense to avoid IRS attacks
●
Advising
clients on proper entity operation
10:30 a.m. – 12:00 p.m. Taxation of Transfers of LLC and Partnership Interests
Speakers: Andy Immerman, Alston & Bird LLP
(Atlanta, Georgia); Joseph Mandarino, Stanley, Esrey & Buckley (Atlanta,
Georgia)
The speakers will review tax issues that arise when
structuring sales and other dispositions of LLC interests. Recent law changes
will be addressed, as well as traps for the unwary, planning alternatives and
compliance matters.
12:15 p.m.-1:15 p.m. LUNCHEON
Keynote Speaker: Chief
Justice Myron T. Steele, Delaware Supreme Court
Topic: The Growing
Importance of Alternative Entities as Compared to Corporate Structures
1:30 p.m.-3:30 p.m. Effective Drafting of Capital Account
Provisions
Speakers: John Rooney, KPMG (Washington, D.C.);
Sebastian Grasso, KPMG (Washington, D.C.)
Target Capital
Accounts: Can You Hit the Mark?
Target
capital account provisions have become the new standard for
allocating income in partnership and LLC agreements, but no industry-standard
language has emerged and drafting errors remain common. This
practice-oriented discussion will focus on the more common drafting errors and
ways to avoid them. The discussion will also highlight some of the more
common difficulties with implementing target capital accounts.
3:30 p.m.-5:30 p.m. LLC Interests and Securities Law
Speakers: Jennifer Johnson,
Lewis & Clark Law School (Portland, Oregon); Anita Krug, University of
Washington School of Law (Seattle, Washington); Tanya Durkee Urbach, Lane
Powell PC (Portland, Oregon)
This panel will discuss when LLC membership
interests may be considered “securities” under federal and state securities
laws. The panel will evaluate the securities law implications of the default
provisions of various LLC statutes and provide drafting tips for attorneys who
wish to avoid the securities designation. The panel will also explore the
consequences for both attorneys and their clients when LLC interests are
classified as securities.
6:30 p.m.-7:30 p.m. Cocktail
Hour – Cash Bar
7:30 p.m.-10:00 p.m. Lubaroff
Award Dinner
Elizabeth
S. Miller, 2013 Award Recipient
Master of Ceremonies: Lauris G.L. Rall, SNR Denton LLP (New York, New York)
Friday, October 18, 2013
8:30 a.m.-10:00 a.m. Recent
Case Update
Speakers: Beth Miller, Baylor
Law School (Waco, Texas); Lou Hering, Morris, Nichols, Arsht & Tunnell LLP
(Wilmington, Delaware); Melissa Stubenberg, Richards, Layton & Finger
(Wilmington, Delaware)
This panel will discuss recent LLC and partnership cases on
various topics of significance, including cases dealing with fiduciary duties and
veil piercing and cases illustrating pitfalls in drafting operating agreements.
10:30 a.m.-12:00 p.m. Partnership
and LLC Reorganizations
Speakers: Bradley Borden, Brooklyn Law School
(Brooklyn, New York); Steve Schneider, Goulston & Storrs (Washington, D.C.);
Brian O’Connor, Venable LLP (Baltimore, Maryland)
How to structure and draft partnership and LLC mergers and
divisions continues to perplex. For example, how do you structure cash
payments that are paid to some but no others? How do you draft provisions
to ensure that built-in gains are allocated to the right people and not
accelerated in the transaction? Finally, what do you do when a partner is
relying on partnership debt to protect a “negative tax capital” account?
Each of the three experienced panelists brings many years of practical law
firm, accounting firm, IRS, and teaching experience to bear in a panel designed
to both educate and entertain.
12:15 p.m.-1:15 p.m. LUNCHEON:
Working Committee Meeting
● Report from S. Frost and A. Donn on status of NCCUSL Series
drafting committee
● Discussion of
Committee Business including 2014 LLC Institute and its relationship to ABA Annual Meeting of Sections of
Business Law, Tax and RPPT
1:30 p.m. – 3:00 p.m. Rationalizing Entity Law: Corporate Law and Alternative Entities
Speakers: Joan Heminway, The
University of Tennessee (Knoxville, Tennessee); Mark Loewenstein, University of
Colorado School of Law (Boulder, Colorado)
Forms of business entity have proliferated in recent years.
The theoretical and policy underpinnings of the distinct statutory frameworks
for business entities are not wholly transparent or consistent. As a
result, practitioners, academics, and others have sought (and continue to seek)
to rationalize the various forms of entity. This session seeks to
identify salient differences in treatment as among the core forms of business
entity by primary reference to limited liability company and corporate law and
consider whether, as we pursue entity rationalization, these differences can be
justified. Where appropriate, reference will be made to limited
partnership and limited liability partnership law in addition to limited liability
company and corporate law.
3:30 p.m.– 5:00 p.m. Key Issues for
Creditors of Distressed Unincorporated Entities
Speakers: Michelle Harner,
University of Maryland Francis King Carey School of Law (Baltimore, Maryland);
Peter Oh, University of Pittsburgh College of Law (Pittsburgh, Pennsylvania);
Mark Collins, Richards, Layton & Finger (Wilmington, Delaware
5:00 p.m. – 5:15 p.m.
Closing Remarks and Adjourn
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