Rendering Third-Party Legal Opinions on LLC Status, Power, Action, Enforceability and Membership Interests
Drafting Defensible Opinions and Minimizing Preparer Liability Risks
Recording of a 90-minute CLE webinar with Q&A
This CLE course will provide guidance for drafting defensible third-party opinions related to LLCs. The panel will also discuss the potential liabilities involved in rendering opinion letters and best practices for counsel to reduce risk in providing LLC opinions.
- Preparing LLC opinion letters
- Validity, power and authority of LLCs
- Issuance of LLC interests
- Admission of purchasers of LLC interests as members of the LLC
- Obligations of purchasers of LLC interests to make payments and contributions to the LLC
- Personal liability of purchasers of LLC interests to third parties
- Potential risks of liability and protections for opinion preparer
- Duties of opinion giver
The panel will review these and other key issues:
- What types of opinion letters are generally issued regarding LLCs?
- How has the Supplemental TriBar LLC Opinion Report impacted opinion letter practice?
- What due diligence steps are critical for counsel preparing LLC opinion letters to minimize risks and liabilities?
Steven D. Goldberg
Mr. Goldberg has worked with Delaware limited liability companies since their first inception in 1991. He has a... | Read More
Mr. Goldberg has worked with Delaware limited liability companies since their first inception in 1991. He has a transactional practice primarily dealing in Delaware LLC law, Delaware corporate law and Delaware legal opinions. His practice also includes both business transactions and commercial real transactions. With over 40 years of legal experience he is uniquely positioned in the state of Delaware to assist his local and national business clients as well as attorneys seeking Delaware assistance for their non-Delaware clients.Close
Brian M. Gottesman
Mr. Gottesman is the head of his firm's Corporate/Business Entity Counseling practice group. He has extensive... | Read More
Mr. Gottesman is the head of his firm's Corporate/Business Entity Counseling practice group. He has extensive experience counseling corporations and closely-held alternative entities (including limited liability companies, Delaware statutory trusts, and limited partnerships) on issues relating to their governance and management. He also provides opinions on Delaware law relating to limited liability companies, business trusts and other Delaware entities involved in real estate acquisitions, business mergers and other transactions. He has written numerous articles dealing with limited liability companies and Delaware statutory trusts, and is the general editor and co-author of the Delaware Statutory Trusts Manual (Matthew Bender, 2010).Close
Michelle P. Quinn
Ms. Quinn's practice focuses primarily on rendering advice as to matters of Delaware law relating to... | Read More
Ms. Quinn's practice focuses primarily on rendering advice as to matters of Delaware law relating to partnerships and limited liability companies. She has extensive experience in rendering advice and legal opinions in a wide variety of transactions involving Delaware partnerships and limited liability companies, including investment fund transactions, joint venture transactions and structured finance transactions. Her work also includes rendering advice with respect to mergers, conversions and other structural changes involving partnerships and limited liability companies, as well as analyzing fiduciary duty and contractual interpretation issues.Close