Revised LLC Act: The Traps Lawyers Must Avoid

Because this is a CD audio seminar you enjoy:

• Fast, convenient learning without any out-of-office time lost;
• No travel-related expenses or complications;
• The perfect affordable way to update yourself rapidly on current laws.

The Revised LLC Act requires new forms, and lawyers have struggled since the law was enacted on January 1, 2006, to update their old forms to meet the new provisions. Different sets of forms are needed for each of the three governance models. Also, attorneys must take care to avoid certain default provisions that will occur unless the documents provide otherwise.

Participate in the Tennessee Attorneys Memo audio conference, Revised LLC Act: The Traps Lawyers Must Avoid, and get practical guidance on choosing the right governance format and drafting documents in a way that best fits the needs of your clients.

In just 60 minutes, we'll cover:

• Drafting governance doctrines. Helpful suggestions for drafting the Articles and the operating agreement for the LLC.
• Uses of different governance models. Any of the three governance models – member managed, manager managed, and director managed – can be stretched to fit almost any business transaction.
• Mandatory and default provisions. What provisions cannot be waived? What provisions will occur unless the Articles or the operating agreement provides otherwise?
• Liability for unlawful distributions. When is a member personally liable for an unlawful distribution?
• Series of members, holders, etc. What is a series LLC, and how does it work?
• Traps in voting, allocations, and distributions. What are the six items that require the consent of all of the members?
• Non-competition, confidentiality, and fiduciary matters. What should be considered when drafting documents as to the duties of the members of the LLC?
• Withdrawal and termination. When can a member terminate his or her membership in the LLC?
• Fair value and (no) dissenter’s rights. What are the pitfalls in drafting valuation provisions?
• Protection from creditors. What protections does the Revised LLC provide to the LLC and its members against the claims of creditors of the members?
  

December 11, 2008