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Structuring LLC Operating Agreements: Fiduciary Duty, Indemnification, and Exculpatory Pro...
October 11, 2022 CLE Live Webinar
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide corporate counsel with guidance for drafting provisions in LLC operating agreements that clearly define members' and managers' fiduciary duties. The panel will also explain how indemnification, exculpation, and limitation of liability clauses can minimize risk. Read More

Minority Investors in LLCs: Preemptive Rights, Expulsion, Freeze-Out Mergers, and Other Ke...
Protecting Minority Interests, Choice of Entity in Litigation, Implied Covenants, Contract...
June 9, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide counsel advising LLC planners, managers, and investors. The panel will discuss recent cases involving contractual waivers of fiduciary duties, the implied covenant of good faith and fair dealing, and contractual discretion by the managers. Read More

Partnership and Operating Agreement Retirement Provisions: Transition Plans, Vesting and P...
June 2, 2022 CLE CLE On-Demand, Download
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This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will advise counsel on how to address specific retirement provisions in partnership and operating agreements. The panel will discuss how transition plans can be established prospectively, the need for both vesting and payout periods, and what type of clawbacks the business should co... Read More

Representing Startups: Choice of Entity, Protection of IP, Employment Agreements, Equity C...
April 28, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide counsel with an understanding of the critical issues a startup must address before commencing business. The panel will discuss how to document the management role, compensation and exit strategy for the founders, the importance of entity type and structure, protection of... Read More

Drafting Valuation Provisions for Closely Held Businesses in Buy-Sell Agreements and Gover...
Methodologies and Adjustments: Accounting for Real Estate Assets, Goodwill
April 7, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine practical and legal issues in determining a closely held entity's value when facing a sale of a portion or the entire ownership interests. The panel will discuss the various forms of valuation methodology and how to incorporate these terms into governance documents and b... Read More

Corporate Transparency Act: Beneficial Owner Reporting Requirements, Penalties, FinCEN Pro...
March 24, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide corporate counsel with guidance on the Corporate Transparency Act of 2021 (CTA) requirements, which will create a beneficial ownership registry within the U.S. Department of the Treasury's Financial Crimes Enforcement Network (FinCEN). This new legislation requires milli... Read More

2022 Updates to Operating Agreements and Partnership Provisions: Capital Calls, Dilution,...
March 17, 2022 CLE CLE On-Demand, Download
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This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will address updates to operating and partnership agreements that corporate counsel may want to consider as a result of court decisions, statutory updates to several state corporate statutes, including Delaware, in connection with capital calls, and rights and remedies in connection... Read More

Minority Investor Rights in Private Companies: Buy-Sell Agreements, Court-Ordered Buyouts,...
January 20, 2022 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE webinar will discuss the rights of minority investors in private companies who seek to secure a buyout of their ownership stake. The panel will examine what minority investors should demand in a buy-sell before investing and what claims by minority owners against majority owners for miscond... Read More

Entity Selection and Considerations for Conversion: Advantages and Disadvantages
Formation and Elections, Start-Up and Organization Costs, Tax Issues
September 28, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will advise corporate counsel on the more complex issues when addressing entity selection in starting up a new business in 2021. The panel will discuss a crucial first decision in choosing the correct form of entity to accomplish the company's goals including the tax consequences of... Read More

Shotgun Agreements: Advantages and Disadvantages to Breaking Board Deadlock, Establishing...
July 22, 2021 CLE CLE On-Demand, Download
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This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide advice to counsel on how and when to utilize a shotgun buy-sell agreement. The panel will address the means to protect a closely-held business from the worst consequences of ownership and shareholder deadlock. Parties can establish a fair and equitable price to be determ... Read More

Assessing the Value of Small Businesses: Understanding Minority Discounts in Operating Agr...
June 24, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will advise corporate counsel to family-owned and small businesses on the issues related to the potential application and impact of minority discounts in buyouts, sales, and, ownership disputes. Read More

ESOPs as a Succession Planning Tool: Delivering Meaningful Benefits to Participants, Compl...
June 10, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide corporate counsel to small and closely-held businesses with an overview of employee stock ownership plans (ESOPs) as an option for succession planning. The panel will discuss how to develop an ESOP that maximizes the potential of ESOPs in succession planning, delivers be... Read More

Representing Closely Held Entities: Conflicts of Interest and Fiduciary Duty to a Company...
Documenting Corporate Authority; Avoiding Pitfalls When a Dispute Arises; Implied Attorney...
April 14, 2021 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine practical, legal, and ethical issues confronting counsel when representing a closely held entity, including potential conflicts of interest and fiduciary duties owed to the company and its shareholders, members, officers, or directors. The panel will also discuss best pr... Read More

Shutting Down a Business: Minimizing Personal Liability and Steps to Take Outside of Bankr...
September 8, 2020 CLE CLE On-Demand, Download
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This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will address the legal means of closing a business while minimizing personal risk. The expert panel will guide corporate counsel on the best approaches to personal guaranties and dealing with other creditors for businesses unable to reopen their doors. Companies must consider the emp... Read More

Series LLCs: Financial and Operational Flexibility Under New Delaware and Other State Laws
Advantages and Disadvantages; Formation and Governance; Drafting Strategies
March 18, 2020 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will add another option to the corporate attorney's arsenal of entities to use for clients looking to limit liability, define ownership rights, and reap tax advantages: the "series LLC." A series LLC is essentially a series of separate and distinct LLCs under the umbrella of one LLC... Read More

Choice of Entity After 2017 Tax Reform: Avoiding Tax Pitfalls in Operations, Ownership Cha...
Capital vs. Profits Interest, Allowable Deductions, Distributions, Exclusions, and Other P...
January 29, 2020 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide practical guidance to counsel and advisers on the challenges in the choice of a legal entity under the 2017 changes to the tax laws. The panel will discuss key provisions of the new tax law to be considered in entity selection, and avoiding the tax pitfalls in operations... Read More

Amending LLC and Partnership Agreements to Address Tax Reform and the Current IRS Audit Ru...
Tax Law Considerations, Former Partner Contributions to Tax Liability, Push-Out Elections...
June 25, 2019 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide company counsel on how significant recent tax law developments--the 2017 tax reform law and the partnership audit regime--impact partnerships, LLCs and the agreements that govern them. The panel will discuss the amendments to partnership and LLC operating agreements that s... Read More

Delaware LLC Agreements: Planning and Drafting Approaches
Evaluating and Leveraging the Contractual Flexibility Afforded by the Delaware LLC Act; Ne...
November 14, 2018 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide corporate counsel with a review of the advantages and disadvantages of forming LLCs under the Delaware Limited Liability Company Act (DLLC Act) versus other statutes. The panel will explain the critical issues for counsel in planning, negotiating and drafting LLC agreeme... Read More

Drafting Shareholder Agreements for Venture Capital Investment
Voting and Consent Rights, Transfer Restrictions, Drag-Along Provisions, Estate Planning I...
January 24, 2018 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will enable corporate counsel to structure shareholder agreements that balance the interests of founders with those of the venture capital (VC) investor. The panel discussion will include voting and consent rights, share transfer restrictions, share classes, drag-along provisions, ot... Read More

LLC Operating Agreements: Minimizing the Impact of a Member's Death, Divorce or Bankruptcy
Buy-Sell and Other Provisions to Prevent Disruption and Preserve Control for Remaining Mem...
December 13, 2017 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will discuss critical features to include in an LLC operating agreement to mitigate the impact of a member's death, divorce or bankruptcy. The panel will suggest buy-sell, management and non-dissolution provisions and explain the impact of the possible treatment of an LLC agreement a... Read More

Corporate Restructuring of Subsidiaries: Mechanics of Dissolution or Merger Into a Parent...
October 26, 2017 CLE CLE On-Demand, Download
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This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will examine the options available to a company when restructuring or consolidating subsidiaries and the procedural issues associated with the dissolution or merger of affiliated entities. The panel will also discuss operational, due diligence, and tax issues for counsel to consider. Read More

Exit Strategies in LLC Agreements: Member Withdrawal, Resignation or Disassociation
Structuring Exit Mechanisms to Maximize LLC Value and Uphold Member Fiduciary Obligations
March 16, 2017 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will guide corporate counsel in navigating the challenges associated with a member's withdrawal from an LLC. The panel will discuss common reasons for resignation or withdrawal, raise issues and offer solutions for all LLC members, and provide best practices for drafting exit provisi... Read More

Delaware LLC Agreements: Planning and Drafting Approaches
Evaluating and Leveraging the Contractual Flexibility Afforded by the Amended DLLC Act
June 8, 2016 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will provide corporate counsel with a review of the advantages and disadvantages of forming LLCs under the Delaware Limited Liability Company Act (DE LLC Act) versus other statutes. The panel will explain the key issues for counsel in planning, negotiating and drafting LLC agreements... Read More

Fiduciary Duties in LLCs and LPs: Considerations for Modifying or Waiving Duties of Altern...
Lessons From Delaware and Other Key States on Whether, When and How to Eliminate or Modify...
October 28, 2015 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will review the fiduciary duties limited partnership (LP) general partners and limited liability company (LLC) managers, managing members, and controlling members owe members of the alternative entity, using statutory and case law from Delaware and other key states as a backdrop. The... Read More

2015 Amendments to Delaware's General Corporation Law, LLC Act and DRUPA
Navigating Changes to Fee Shifting, Forum Selection, Stock and Option Issuances, Default L...
September 30, 2015 CLE CLE On-Demand, Download
This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

This CLE course will review the 2015 Amendments to the Delaware General Corporation Law, LLC Act and DRUPA and their impact on corporate governance practices, shareholder litigation, and Delaware LLCs and general and limited partnerships. The panel will discuss best practices for counsel to prepare... Read More

Rendering Third-Party Legal Opinions on LLC Status, Power, Action, Enforceability and Memb...
Drafting Defensible Opinions and Minimizing Preparer Liability Risks
August 11, 2015 CLE CLE On-Demand, Download
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This program is included with the Strafford All-Access Pass. Click for more information.

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. Read More