Description

This program will be a practical guide to putting together the economic provisions of LLC operating agreements and ensuring the complex interrelationship of tax and non-tax provisions conform to the underlying economic agreements of the members.  The program will cover business deal points and their transactional consequences, and the thick overlay of tax rules that sometimes scuttle, and always complicate, the basic economics of the LLC.  Three major points in the lifecycle of an LLC will be discussed, including formation and the impact of the contribution of different types of assets; operating distributions and allocations, including preferential returns; and the sale of LLC interests.  The program will be an intermediate level discussion intended for non-tax specialists. 

• Framework for understanding economics of the deal
• Modeling various business scenarios
• Impact of contribution cash, other types of assets and services
• Understanding the disparity between book and tax allocations
• Section 704(c) reverse allocations
• Capital account issues – deficit restoration or not, and consequences

About the Speakers  . . .

Jeffrey C. Hart is a partner in the Charlotte office of Robinson, Bradshaw & Hinson, P.A. and co-chair of the firm’s venture capital practice group.  His practice emphasizes private equity and venture capital transactions, mergers and acquisitions, joint ventures and other business transactions.  Mr. Hart also regularly represents small and medium size companies with respect to the creation of simple and complex capital structures, the private offering and sale of debt and equity securities, equity compensation plans and employment agreements, joint ventures with strategic partners, exit strategies and the purchase of other businesses.  He is a director of the North Carolina Board of Science and Technology and was selected by the Charlotte Business Journal as one of the city’s “40 Under 40.”  Mr. Hart received his B.A., with honors, from Davidson College and his J.D. from Duke University School of Law.

Alson R. Martin is a partner in the Overland Park, Kansas office of Lathrop and Gage, LLP, where he has a national practice focusing on business law, taxation, health care, and retirement plans.  Mr. Martin practice focuses on representing professional businesses, especially physicians.  Mr. Martin is listed in The Best Lawyers in America and is author of Limited Liability Companies and Partnerships and the co-author of Kansas Corporation Law & Practice (Including Tax Aspects).  He is President and a Director of the Small Business Council of America and former Chair of the American Bar Association Personal Service Organizations.  Mr. Martin is a Phi Beta Kappa graduate of the University of Kansas (highest distinction), where he received his B.A., the New York University School of Law, where he was a Root-Tilden Scholar and received his J.D. cum laude and his LL.M. in Taxation.