Sunday, November 10, 2019

Day 2 of the 2019 LLC Institute

Day 2 of the 2019 LLC Institute

       The second day of the 2019 began with a presentation by Professors Lee-ford Tritt and Peter Molk on Business Trusts and comparing them to LLCs.  The discussion included the taxation of business trusts and the seeming impediments to their broader use.  

      The morning continued with a program chaired by Cristin Keane. Joined by Professor Gregg Polska and Warren Kean, they addressed taxation of service providers in pass-through entities.  Sections 199A and 409A along with insights on ordinary and capital gains income, tax partners as employees (not) and phantom versus real interests were all reviewed. 

       The morning was brought to a close with the ethics program presented by Bob Keatinge, A.J. Singleton and Gerald Niesar.  They focused upon issues particular to the organization of a law firm, including the “non-equity partner,” and the challenges involved in merging firms.  Having independent legal counsel be charged with identifying and possibly resolving conflicts was identified as an option to be considered.

       Over our lunch Garth Jacobson gave a quick report as to the status of beneficial ownership reporting, both as to where matters stand in Congress and the status of the ABA’s efforts to participate (or not) in the debate.

       After our lunch meeting we held the Lightning Round.  Featuring Professor Christine Hurt, Scott Ludwig, Suzanne Odom, Stuart Pachman and Tom Rutledge, the Lightning Round was a new format for the LLC Institute where each presenter gave a quick (10 minute) review of a discrete topic.  Professor Hurt started us off with a presentation on unintended partnerships; she has a forthcoming article on the topic that is in the materials (and which is highly recommended to you).  Scott Ludwig reviewed a recent situation on the use of remedial allocations where his client was a non-profit.  As proposed his client would have suffered UBIT with no opportunity to recover upon liquidity.  Suzanne Odom reviewed the LLC acts of various Indian tribes and material distinctions between them and as to the uniform and other acts with which we are familiar.  Stuart Pachman, who did a piece in Business Law Today on the topic, addressed succession in what was or became a single-member LLC so as to avoid dissolution for lacking a member.  Tom Rutledge addressed proposed changes to the FRCP that will if enacted make the determination of the citizenship of an unincorporated entity easier to accomplish.

      The last panel on Friday was chaired by Tarik Haskins and included Marla Norton and Professor Beth Miller.  They addressed developments in Delaware law (including as contrasted with the laws of other jurisdictions) as to series, to divisions and electronic signatures.

        Thanks to Mark Page from the ABA for being on-site with us.

       The materials and power points are posted (although as I write this we are still making sure it is only final versions) on the meeting materials link to the registration page for the LLC Institute.  In maybe two weeks the audio recordings of the programs will be posted. That said, while you can no doubt learn a great deal from those materials, the greatest value of the LLC Institute comes from attending.  If you were not with us in 2019, hopefully you will be in 2020.

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