Day 2 of the 2017 LLC Institute

Day 2 of the 2017 LLC Institute

Today, at the second day of the 2017 LLC Institute, we started the day with a case law review addressing Delaware decisions handed down in the last year and as well a review of the cases coming out of the bankruptcy courts addressing LLCs and especially ex post facto limitations and bankruptcy-remoteness.  This panel was chaired by Tarik Haskins, a new face to our Institute panels.  

One of the goals of the LLC Institute is and has been to hear new voices, new perspectives, and this year we had a significant number of presenters who were new to the panels.  One of the great strengths of the Institute is  this bringing together of “old hands” and “new faces.”  The resulting vigorous exchanges of views (including as well the experts the audience) are one of the great strengths of the Institute.  

The morning was completed with a program, chaired by by Professor Carter Bishop, addressing recent developments in fiduciary duty including the ability of creditors to bring a derivative action on behalf of an LLC and the treatment of contractual-fiduciary obligations and the availability of aiding and abetting claims upon breach.  

We then had a working Committee lunch at which ongoing Committee projects were reviewed and upcoming programs at the next two BLS meetings were summarized. This is our last year in the Waterview Conference Center; the facility is no longer going to be available to outside groups.  We are looking at alternative facilities in DC and elsewhere. A survey of the people in DC revealed a general consensus that DC is a good location; there may have been a sampling error in that survey.  Christina Houston discussed a parallel list-serv that in addition to the one we have in place, it being devoted to Committee announcements and materials.  The parallel list-serv would exist for the Committee members who want to exchange questions and thoughts.      If you think that would be useful (or not) in your practice, please let Garth know your thoughts.

 As always, this is your Committee - what would you like to hear about, and what programs would you like to organize?  Send ideas to Garth Jacobson. 

After lunch, under the moderation of Srini Raju, there was a panel on Good Faith (including the implied covenant of good faith and fair dealing), one which featured Justice Collins Seitz of the Delaware Supreme Court and former Vice-Chancellor Parsons; Lisa Jacobs was the last person on the panel.    

From there we had a panel, moderated by Erica Horn, on tax issues including state and local taxes involving partnerships and LLCs, the new tax reform bill and the partnership audit rules.  One highlight of this program was a review of a draft statute for the states addressing how, from the state tax perspective, the partnership audit rules.  

Over the last two days we have at the LLC Institute, by means exceptional panels, considered and informed the participants on the broadest range of issues materially important to our shared area of interest and practice.  That is the mission of the LLC Institute, and hopefully it has again delivered on its objective.  The materials are posted and available for anyone, and in a few weeks the audio recordings will as well be posted.  While we recommend them to you, if you did not attend you missed out on the opportunity to ask questions as the programs were in progress and perhaps even more importantly the opportunity to meet new and liaison with old friends.  Those relationships are one of the great values of our Committee, the means by which we lean on and assist one another.  If you were here, we hope you think the LLC Institute was a great addition to your practice and will sing its praises to others with a recommendation to attend next year.  If you were not here, well, I submit you should have been.

Please be looking for an email from the ABA containing a survey dealing with planning for future LLC Institutes.  Your responses are needed so that we can plan the LLC Institute that best serves your needs.