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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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