Wednesday, September 21, 2016

The 2016 LLC Institute Agenda

LLCs, Partnerships and Unincorporated Entities Committee
2016 LLC Institute
October 20 – 21, 2016

Thursday, October 20, 2016
7:20 a.m. - 8:00 a.m.
Breakfast (included in registration)
8:10 a.m. – 8:30 a.m.
Welcome; Housekeeping
8:30 a.m. - 10:30 a.m.
Program (2 hrs.) Case Law Update (Non-Delaware)

Elizabeth Miller, Dan Sheridan,
Sean Ducharme and Tom Rutledge
This panel will discuss recent LLC and partnership cases other than from Delaware 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. - 10:45 a.m.
10:45 a.m. - 12:15 p.m.
Program (1.5 hrs.) Case Law Update (Delaware)

Lou Hering, Melissa Stubenberg and Matt O’Toole
This panel will discuss recent LLC and partnership cases from Delaware on various topics of significance, including cases dealing with fiduciary duties and veil piercing and cases illustrating pitfalls in drafting operating agreements.

12:30 p.m. - 1:45 p.m.
Luncheon with Keynote Speaker – Professor Robert Thompson
“LLCs in the Mainstream of Business Associations Law: The Key Trends over the Last Two Decades”

2:00 p.m. - 3:30 p.m.
Program (1.5 hrs.) Addressing Deadlock in LLCs
Lou Conti, Lisa Jacobs, Steve Leitess and Christina Houston
This panel will discuss deadlock breaking mechanisms in LLC operating agreements, with a focus on the types and forms of such provisions, their effectiveness and limitations, and the issues involved in drafting, enforcing, and litigating them, including statutory and case law developments affecting them.
3:30 p.m. - 3:45 p.m.
3:45 p.m. - 5:15 p.m.
Program (1.5 hrs.) Nonprofit LLCs and UNPAs

Lisa A. Runquist, Cassady A. “Cass” Brewer and Elizabeth Carrott Minnigh
This panel will address the increasingly common intersection of LLCs with the nonprofit sector.  Topics to be discussed include: using LLCs as tax-exempt subsidiaries; charitable gifts to LLCs, including a recent, odd Tax Court decision respecting a single-member LLC for charitable contribution valuation purposes; using LLCs in lieu of private foundations for charitable giving; using unincorporated associations and/or stand-alone LLCs as tax-exempt entities; hybrid LLCs such as the benefit LLC, the L3C, and state-law nonprofit LLCs; program-related investments and LLCs; and the joint venture rules for LLCs with both tax-exempt and non-tax-exempt members.
6:30 p.m. - 7:30 p.m.
Cocktail Hour – Cash Bar
7:30 p.m. - 10:00 p.m.
Lubaroff Award Dinner - (this event is a separately ticketed event - obtain through the registration process)
Friday, October 21, 2016
7:30 a.m. - 8:00 a.m.
Breakfast (included in registration)
8:00 a.m. - 10:00 a.m.
Program (2 hrs.) Back Office Ethics:  Risk Management Wisdom to Keep the Law Firm Running
George Coleman, A.J. Singleton
In the context of the ABA Model Rules of Professional Conduct, this presentation will be a review a lawyer’s basic duties to clients and a discussion of best practices.  It will address the importance of new matter submission policies and procedures, including conflict checking and engagement letters; representation management, including disengagement letters and “I’m Not Your Lawyer” letters; due diligence screening and integration of lateral hires; maintaining the confidentiality of information relating to the representation of clients; and other pearls of wisdom.
10:30 a.m. - 10:15 a.m.
10:15 a.m. – 11:45 a.m.
Program (1.5 hrs.) Structuring the Management of a LLC “Board”
Brad Borden, Christine Hurt and Tom Rutledge
Management provisions can raise issues ranging from the effect of default rules to principles of agency law to concepts of corporate law. This panel will begin with a general discussion of agency concepts and how state default rules bestow agency on members and managers of LLCs. It will also draw upon language from numerous LLC operating agreements to consider how effectively those agreements incorporate or block the default rules. After establishing that basic groundwork, it will proceed to an in-depth analysis of management provisions that incorporate a board of managers or directors, and discuss how some effectively mimic the management structure of corporations and how some may cause management confusion. The discussion will review recent case law that has addresses LLC boards and how the management structure can affect whether courts rely upon principles of corporate law or partnership law to determine parties’ rights to management.
11:45 p.m. - 12:30 p.m.
Luncheon: Working Committee Meeting
12:30 p.m. - 2:30 p.m.
Program (2 hrs.) Uniform Series LLC Act
Steven Frost, Daniel Kleinberger, Marla Norton, Scott Ludwig and Allan Donn
This panel will discuss significant developments in the recently revised Uniform Limited Liability Company Protected Series Act which underwent a Second Reading at the 2016 Uniform Law Conference Annual Meeting in July 2016. The Final Reading of this Uniform Act is scheduled for July 2017.  
3:00 p.m. - 3:15 p.m.
3:15 p.m. - 4:45 p.m.
Program (1.5 hrs.) The New Partnership Audit Rules and Related Operating Agreement Drafting Considerations
Warren Kean, Chip Lion and George Hani
The repeal of TEFRA and the dawn of an entirely new set for IRS audits of partnership returns (generally effective for partnership years starting in 2018) warrants advance planning and preparation.  This panel will discuss the new audit paradigm (and the many remaining open questions) as well as review how partnership and LLC agreements could be written (or rewritten) to adjust to the new paradigm.
4:45 p.m. - 5:00 p.m.

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