Faculty Course Information

Webcam

LLC Exit Strategies: Sale, Dissolution, Succession

From Emergency Escape Hatch to the Midwest 12-Stage Goodbye

Division
NBI (99462)
Event Date
12/06/2024
Event Time
10:00 AM - 5:00 PM EST
Event Planner
Nicole Malone
Email
nicole.malone@nbi-sems.com
Phone
(855) 484-6059

Program Description

From Emergency Escape Hatch to the Midwest 12-Stage Goodbye

Succession planning with an LLC can take many forms: from an internal gradual transfer of interest and duties to an outright sale or dissolution. Tailoring the exit strategy to a specific situation and executing it well is as much art as it is science. This fundamental course walks through the essential exit methods and offers practical tools for helping business owners plan for the end of a venture. Get practical guidance from experienced attorney faculty - register today!

  • Weigh the pros and cons of various LLC exit strategies.
  • Get tips for minimizing tax implications for both the current LLC members and the successors.
  • Develop strategies for ensuring the continuity of the business.
  • Come away with starter legal documents and checklists to improve your processes.

Who Should Attend

This legal course is designed for attorneys. It will also benefit accountants, tax professionals, wealth and financial planning advisers, trustees, and paralegals.


Course Content

  1. LLC Operating Agreement Exit Provisions (With Sample Language)
  2. Internal Transfers, Buy-outs, and Gradual Exit of a Member
  3. Third-Party Sale or Merger of an LLC (With a Due Diligence Checklist)
  4. LLC Dissolution: Key Steps and Forms
  5. Tax Impacts of Various LLC Exit Options
  6. Legal Ethics of Business Succession

Agenda / Content Covered

All times are shown in Eastern time.
  1. LLC Operating Agreement Exit Provisions (With Sample Language)
    10:00 - 11:00, Joseph C. Mandarino
  2. Internal Transfers, Buy-outs, and Gradual Exit of a Member
    11:00 - 12:00, Joseph C. Mandarino
  3. Third-Party Sale or Merger of an LLC (With a Due Diligence Checklist)
    12:15 - 1:15, Brett T. Sullivan
  4. LLC Dissolution: Key Steps and Forms
    1:45 - 2:45, J. Vincent Perryman
  5. Tax Impacts of Various LLC Exit Options
    2:45 - 3:45, Andrew Dockter
  6. Legal Ethics of Business Succession
    4:00 - 5:00, Judith S. Sherwin
    1. Avoiding Client Conflicts: Entity vs. Individual
    2. Representing Multiple Parties
    3. Preventing Fraudulent Transfers
    4. Truthfulness in Negotiations
    5. Attorney Fees and Engagement Agreements
    6. Data Security

Materials Due Date: 11/01/2024


Materials

If you’re covering any of the following topics, you must include the (identified) sample documents with your materials: I. LLC Operating Agreement Exit Provisions (With Sample Language) (sample OA clauses, including a buy-sell agreement) III. Third-Party Sale or Merger of an LLC (With Checklists and Sample Clauses) (a due diligence checklist, sample purchase/sale agreement) IV. LLC Dissolution: Key Steps and Forms (sample tax and legal documents and a closing steps checklist) V. Tax Impacts of Various LLC Exit Options (case studies and sample tax calculations of your choice) Attendees love forms! Even if your topics are not above - if you can think of any templates, checklists, letters, agreements, provision language, reports, and legal and tax forms that are appropriate for your topic – you are encouraged to provide them.

Event Materials Support

Email: eventmaterials@nbi-sems.com

Phone: (800) 777-8707



Andrew Dockter is senior counsel with Shook, Hardy & Bacon L.L.P., where his practice focuses on business transactions and tax law for individuals, and all stages and sizes of business entities. He is experienced in routinely drafting and negotiating relevant documents for joint ventures, LLCs, partnerships (including limited partnerships), closely held businesses (including succession planning) and corporations, as well as assisting individuals with their interactions with such entities. Mr. Dockter represents clients in a wide variety of industries, including real estate, finance, technology, medical, manufacturing, service and retail. While earning his J.D. degree, he worked as a tax researcher for H&R Block where he specialized in business entity taxation issues. Mr. Dockter would then earn a Master of Laws degree in taxation. Before joining Shook, he worked for eight years as a business and tax law attorney in private practice.

Joseph C. Mandarino is an attorney with the law firm of Smith, Gambrell & Russell, LLP. His practice focuses primarily on tax and financial planning. Mr. Mandarino writes and speaks extensively on a wide range of business, tax and finance topics. He has published over 100 articles in journals and in-house newsletters, and has participated in over 200 presentations and seminars. Mr. Mandarino's articles have appeared in the National Law Journal, Mergers & Acquisitions magazine, Tax Notes TodayJournal of Real Estate TaxationJournal of S Corporation TaxationJournal of Multistate TaxationTax & Finance Newsletter and NYU Institute on Federal Taxation. In addition, he has spoken at meetings and seminars organized by numerous organizations, including the American Bar Association, White House Conference on Small Businesses, U.S. Small Business Administration, Georgia Electronic Commerce Association, Federation of Exchange Accommodators, International Reinsurance Conference, Service Corps of Retired Executives and the United Way, as well as several panel-type TV discussion programs. Mr. Mandarino earned his B.A. degree from the University of Toronto; his J.D. degree, cum laude, from Loyola University School of Law; and his LL.M. degree from New York University School of Law.

J. Vincent Perryman opened his own firm after working with a well-established Memphis law firm focused on estate planning and taxation. His goal is to add value to each client's life through honest and thoughtful legal representation. Mr. Perryman is admitted to practice in Tennessee, and is a member of the Memphis Bar Association, Tennessee Bar Association and Leo Bearman, Sr. American Inn of Court. He earned his B.S. degree from the University of Memphis, his LL.M. degree from the University of Washington and his J.D. degree from the University of Memphis, Cecil C. Humphreys School of Law.

Judith S. Sherwin is of counsel with Aronberg Goldgehn Davis & Garmisa in Chicago, Illinois. She is a healthcare attorney with a wide range of experience representing hospitals, long-term care providers, nursing homes, and other health care providers with respect to litigation, regulatory, compliance, and transactional matters. Ms. Sherwin's career achievements earned her recognition as Chicago's 2024 Lawyer of the Year in litigation - healthcare by Best Lawyers in America. Her litigation experience includes serving as lead counsel in state and federal actions involving Medicaid, Medicare, Illinois State Prompt Payment Act, Federal False Claims Act, and state and federal agencies, including the U.S. Supreme Court class-action suit on behalf of Illinois Medicaid providers challenging Medicaid reimbursement practices. In addition to litigation, Ms. Sherwin's experience includes HIPAA compliance, contract review for Stark and Anti-Kickback issues, corporate governance, and significant transactional work involving acquisitions, financing, and operations of multi-facility healthcare and long-term care providers. She has significant experience with alternative dispute resolution, serving as an arbitrator registered with the American Arbitration Association, American Health Lawyers Association, and as a bar-certified mediator for the Chicago Bar Association. Ms. Sherwin serves as an adjunct professor at Loyola University of Law, teaching business ethics and legal writing, and acts as a thesis advisor. She earned her B.A. degree from Roosevelt University, her M.L.A. degree from University of Chicago, her A.M. degree from University of Chicago Divinity School, and her J.D. degree from The John Marshall Law School.

Brett T. Sullivan is a Director of Fennemore, a full-service Am Law 200 business law firm. He focuses on real estate and business law, advising individuals and businesses in business and entity formation, management, governance, financing, operations, and business closings. With more than 30 years of experience, Brett brings significant insight regarding commercial and residential real estate development matters, entity formation, and governance. Committed to serving the legal community and his clients, Brett previously served as an ex-officio member of the Executive Committee of the Washington State Bar Association Real Property, Probate, and Trust Section, along with having served on several non-profit boards in the Spokane area. Brett has spoken on numerous real estate topics and business issues involving limited liability entities, including limited liability company formation, operation, and management. He earned his B.A. degree from the University of Washington and his J.D. degree, cum laude, from Gonzaga University School of Law.

Accreditation

Email: credit@nbi-sems.com

Phone: (866) 240-1890

Customer Service

Email: customerservice@nbi-sems.com

Phone: (800) 930-6182

Event Materials Support

Email: eventmaterials@nbi-sems.com

Phone: (800) 777-8707


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