Series LLCs: Structuring and Financing Concerns for Lenders and Investors

Navigating UCC Perfection, Bankruptcy Risks and Conflicting State Statutes

This program is postponed. New date TBD.

A live 90-minute CLE webinar with interactive Q&A


Monday, December 31, 2018

1:00pm-2:30pm EST, 10:00am-11:30am PST

(Alert: Event date has changed from 7/25/2018!)

or call 1-800-926-7926
Program Materials

This CLE webinar will discuss the formation and structuring of series LLCs and examine the issues and risks lenders face in loan transactions involving series LLCs, including UCC Article 9, Bankruptcy Code and treatment of series LLCs under state statutes.

Description

Some people say that a “series” is similar to, but not quite, a subsidiary of the LLC. Perhaps the closest analogue is a single LLC with different divisions or lines of business. A series is not a separate legal entity. The series LLC structure is intended to segregate the assets and liabilities of each series such that the debts, liabilities and obligations of any given series may be enforced only against the assets of that particular series and not the assets of any other series or the LLC itself.

There is increasing interest in series LLCs among private equity sponsors and other market participants. Each series can have different investors—with varying investment strategies, business purposes and commitment periods—within a structure that offers flexibility and efficiencies in documentation, administration and filing costs. In recent years an increasing number of series have been utilized for real estate and other investments, in contexts far from the regulated investment fund and captive insurance company applications historically utilizing these structures.

Financing and enforceability concerns persist. About half of the states in the US, and the District of Columbia, currently have statutes authorizing the formation of series LLCs, but it is unclear whether a court in a given state will honor the internal liability shields of a series LLC formed in a different state. The treatment of a series in bankruptcy is mostly untested. UCC perfection against financed assets of a series has also been an issue, but recently proposed amendments to the Delaware LLC statute to allow for registered series should resolve that issue for Delaware series LLCs.

Listen as our authoritative panel of practitioners analyzes the pros and cons of utilizing series LLCs and potential issues lenders face when dealing with series of LLCs, as well as the steps lenders can take to mitigate some of these risks.

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Outline

  1. Structuring a series LLC
    1. What are series?
    2. Liability shields
    3. Entity status
    4. Governance considerations
    5. Issues faced by lenders and potential solutions
  2. Series and UCC Article 9
    1. Identifying the debtor with rights in the collateral
    2. Issues with UCC filings against Series
    3. Delaware's proposed amendments to address UCC and other issues
  3. Series LLCs and the Bankruptcy Code
    1. Can a series be a debtor in bankruptcy?
    2. Will liability shields be respected in bankruptcy?
  4. Closing opinions for series of LLCs
    1. Salient differences in opining on series rather than LLCs
    2. How Delaware's proposed amendments address opinion issues
    3. Inherent limitations

Benefits

The panel will review these and other noteworthy topics:

  • Establishing internal shields
  • Will internal shields be respected in other states?
  • Series are not entities

Faculty

Land, Allison
Allison L. Land

Partner
Skadden Arps Slate Meagher & Flom

Ms. Land advises clients in all areas of Delaware corporate and alternative entity law, focusing on Delaware laws...  |  Read More

Additional faculty
to be announced.

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Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

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