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Drafting LLC Operating Agreements (Corporate and Tax Considerations)

DRAFTING LLC OPERATING AGREEMENTS (CORPORATE AND TAX CONSIDERATIONS)

Cost Free
Presentation Length 1.5 hours

Recorded DateNovember 4, 2019
CPE:Not available
(archived webinars do not offer CPE credits)
Subject AreaAccounting
Course LevelBasic
Course Description

One of the beauties of operating a business through a limited liability company is the ability to streamline and combine the company’s governing documents into one document known as a Limited Liability Company Agreement or Operating Agreement.  These agreements contain material corporate and tax considerations that must be aligned and consistent throughout the document.  This puts a tax professional in a unique, “value-add” position. 

This course will provide an overview of both basic and complex considerations that parties (including tax professionals) need to be cognizant of when preparing and negotiating a Limited Liability Company Agreement or Operating Agreement.  Some of the topics to be discussed will include a discussion on drafting distribution and allocation provisions, management provisions and transfer restrictions.  This presentation will also address equity incentive plans commonly incorporated within a Limited Liability Company Agreement or Operating Agreement, including a profits interest plan. 

The objective of the course is to give attendees an understanding of common, and perhaps some uncommon, pressure points that typically arise in the context of negotiating and drafting a Limited Liability Company Agreement or Operating Agreement.

Learning Objective:


  • Understanding the role of the Limited Liability Company Agreement or Operating Agreement in corporate governance matters

  • Understanding Different Types of Distribution Schemes

  • Understanding and Interpreting Allocations Provisions

  • Considerations Regarding Equity Incentive Plans

  • Management Provisions

  • Transfer Restrictions

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PLEASE NOTE: ARCHIVED WEBINARS DO NOT QUALIFY FOR CPE
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Jeffrey M. Rosenfeld

Blank Rome LLP
Associate Tax Attorney
rosenfeld@blankrome.com
(215) 569-5752

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Jeffrey Rosenfeld concentrates his practice in the area of business tax law. He counsels public and private corporations, partnerships, and individuals in a broad array of tax matters including:

  • domestic and international tax matters
  • state and local tax planning
  • tax-efficient structuring of domestic and international mergers, acquisitions, divestitures, reorganizations, spin-offs, redemptions, and liquidations
  • formation, operation, and acquisition of Subchapter S Corporations, partnerships, and limited liability companies
  • federal, state, and local criminal and civil tax controversies, including audits, administrative appeals, and litigation
  • issuances of equity-based compensation
Jeffrey counsels corporate clients and individuals regarding undeclared foreign bank accounts, including “FBAR” reporting obligations, and has represented numerous clients in the Internal Revenue Service’s Offshore Voluntary Disclosure Program.
Jeffrey also has digital currencies industry experience, including:
  • Formation of entities to be engaged in the digital currencies space
  • Negotiation, drafting and documentation of governing documents (such as limited liability company agreement) for entities engaged in the digital currencies space
  • Compensation and other issues concerning the issuance of digital currencies or the grant of digital currencies to service providers
  • Federal income tax consequences associated with the purchase, sale or exchange of digital currencies

About Our Presenter

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Blank Rome is an Am Law 100 firm with 13 offices and more than 600 attorneys and principals who provide a full range of legal and advocacy services to clients operating in the United States and around the world. Their professionals are widely recognized for their leading knowledge and experience across a broad spectrum of industries, as well as their dedication to diversity and inclusion initiatives and pro bono work.