Best Practices in Dealing with Disputes and Litigation in a Limited Liability Company (LLC) in 2015
The Limited Liability Company (LLC) is a legal entity that combines the advantages of a partnership and a corporation. However, in contrast to members of a partnership, those of a LLC normally are not liable for business debts, and unlike a corporation, they avoid ‘double taxation’ – taxation of profits of the business and of personal income of owners.
However, disputes often ensue among owners of LLCs. Operating agreements address member’s rights, responsibilities, and any remedies. But, in their absence, members are governed by Uniform Limited Liability Company Acts of states. Alternative dispute resolution may be a good option to resolve certain disputes; as is mediation or arbitration. However and ideally, such dispute resolution methods should be stipulated and specifically addressed in an operating agreement.
LLC litigation is among the most complex and can have such far reaching consequences. Often, these cases require highly skilled attorneys undertaking assessment of business valuations, forensic accounting, and extensive document discovery and depositions. Therefore, it is important that owners have a well-drafted operating agreement and shareholder’s agreements for corporations and partnership agreements for partnerships.
In this two hour, live webcast, a panel of key thought leaders organized by The Knowledge Group will provide an overview of the latest trends and Best Practices in Dealing with Disputes and Litigation in a Limited Liability Company. Speakers will also offer in-depth discussions of risk and compliance issues surrounding this topic.
Some of the major topics that will be covered in this course are:
- Limited Liability Company – An Overview
- Limited Liability Company Operating Agreements
- Limited Liability Company Disputes and Litigation
- Alternative Dispute Resolution (ADR)
- Common Limited Liability Company Violations
- Tax Requirements and Regulations
- Liabilities and Obligations of Limited Liability Company Members
- Best Compliance Practices
- Compliance and Litigation Risks
- Importance of Addressing Deadlock Scenarios and Dissolution
Shutts & Bowen LLP
- Change in the law regarding LLCs effective January 2015
- Importance of Deadlock Provision in Operating Agreements
- Addressing Dissolution of LLCs and Its Effects
- Sample case application to issues at bar
Willamette Management Associates
- Calculating damages in member dispute involving breach of fiduciary duty
- Calculating damages for legal claims related to unjust enrichment and benefit of the benefit bargain
- Complexity on standard of value issues– buy-sale agreement (contractual) value, fair value, fair market value, and investment value
McElroy, Deutsch, Mulvaney & Carpenter, LLP
- Protections LLC status
- Protection Gaps
- Good Employment Claim
- Recommendations on how you can contact against these exposure
Who Should Attend:
- Financial Advisers
- Chief Financial Officers
- Valuation Analysts
- Finance Lawyers
- Finance Manager
- Tax Attorneys
- Tax Compliance Officers
- Business Managers
Aliette DelPozo Rodz counsels businesses facing legal challenges to compete in the global economy. Whether in court or through alternative resolutions, she aggressively advocates for companies and institutions in U.S. and international disputes.
Ms. DelPozo Rodz is a shareholder in the Business Litigation Group in the Miami office. She works with U.S. and foreign-based businesses on commercial claims.
While her litigation experience can be applied to many industries, she has focused on real estate, banking, creditors’ rights, construction, insurance, professional services and aviation. Legal matters include complex business disputes, contract and partnership disputes, commercial and residential foreclosures, bank and creditors’ rights litigation, insurance litigation, consumer credit, ERISA, landlord-tenant litigation, libel, negligence, and personal injury. Ms. Rodz has represented oil companies, banks, funds, hospitals, large land proprietors and developers.
Aliette DelPozo Rodz counsels businesses facing legal challenges to compete in the global economy. Whether in court or through alternative …
Shawn Fox is a managing director with Willamette Management Associates. He has nearly 20 years of accounting and consulting experience. As a certified public accountant, Shawn provides dispute advisory and litigation services, fraud and forensic accounting investigative services, and valuation services to organizations and their counsel. He directs forensic investigations and analysis across a wide range of areas, including complex damages, lost profits, intellectual property infringement, and bankruptcy litigation, as well as valuation and insurance coverage disputes. Shawn also leads investigations on financial restatements and financial reporting fraud, regulatory investigations, assessing fraud risk, corporate investigations, employee misconduct, and whistleblower matters.
With significant experience in the preparation of expert reports, Shawn assists clients in all phases of litigation, including case assessments, discovery, document review, damages analysis, and demonstrative exhibits. He has testified in various different matters at deposition, trial, and arbitration as an expert and has served as a court-appointed receiver. Shawn has been qualified as an expert witness in federal district and bankruptcy courts and state courts across the U.S. He has testified on approximately 35 cases at deposition, trial, and/or arbitration hearing.
Prior to joining Willamette Management Associates, he was the Partner-in-Charge of McGladrey LLP’s litigation and investigation consulting services practices for the Central Region and a Managing Director of BDO’s litigation and dispute resolution practice in Chicago.
Shawn Fox is a managing director with Willamette Management Associates. He has nearly 20 years of accounting and consulting experience. …
MARGARET L. WATSON is Of Counsel to McElroy, Deutsch, Mulvaney & Carpenter, LLP and serves as the Firm’s Labor and Employment lawyer in its New York City office. Ms. Watson has more than 20 years litigation experience in employment law, primarily in the areas of discrimination and retaliation claims. Her practice includes representing large corporations and start-up businesses, as well as individual managers, who are named as defendants in employment litigation. She also counsels employers on how to proactively prevent employment claims and deliver on best-in-class workplace policies, including diversity initiatives, as well as performance management programs.
Prior to joining the firm Ms. Watson was with Merrill Lynch & Co., Inc. where she served in a variety of roles, including Director and Senior Counsel within the Office of General Counsel’s Employment Law Group and subsequently the Corporate Ombudsman for Merrill’s Global Wealth Management (GWM) business. Earlier in her career, she represented plaintiffs in employment cases and was a partner with Vladeck, Waldman, Elias & Engelhard, P.C. She is a graduate of the Harvard Law School, cum laude, and a former law clerk to the Honorable Whitman Knapp of the United States District Court for the Southern District of New York.
MARGARET L. WATSON is Of Counsel to McElroy, Deutsch, Mulvaney & Carpenter, LLP and serves as the Firm’s Labor and …
Print and review course materials
Method of Presentation:
NASBA Field of Study:
Specialized Knowledge and Applications
NY Category of CLE Credit:
Law Practice Management
Unlock All The Knowledge and Credit You Need
Leading Provider of Online Continuing Education
It's As Easy as 1, 2, 3
Get Your 1-Year All Access Pass For Only $199
About Shutts & Bowen LLP
Shutts & Bowen is a Florida-based law firm with approximately 250 attorneys in seven offices in the State of Florida. Founded in 1910, Shutts & Bowen is one of the oldest law firms in Florida. Shutts & Bowen is proud of its history and commitment to providing up-to-date technology services to its clients and staff.
The firm offers its clients, whether local, state, national or international, a diverse and complete range of high quality and responsive legal services. Shutts & Bowen represents major industrial corporations and life insurance companies, utilities companies, securities brokerage firms, transportation concerns, national and international financial institutions, local banking firms, major foreign companies, health care organizations, local municipalities, local corporations, and individuals and smaller enterprises of every nature.
About Willamette Management Associates
Willamette Management Associates is focused on three areas, including (1) forensic analysis and expert testimony; (2) valuations of businesses, ownership interests, and intellectual property assets; and (3) fairness opinions. Willamette’s leadership team has testified on hundreds of different litigation matters involving damages and valuation issues in federal and state courts.
Willamette’s professional services include: business valuation, intellectual property valuation and royalty rate analysis, forensic accounting investigations, transaction fairness opinions and solvency opinions, lost profits and economic damages analysis, unjust enrichment, insurance claims, not-for-profit entity valuation and private investment opinions, transaction financial adviser and due diligence services, and ESOP valuation and adequate consideration opinions.
About McElroy, Deutsch, Mulvaney & Carpenter, LLP
McElroy, Deutsch, Mulvaney & Carpenter, LLP (“MDMC”) is a full service law firm, offering legal service across many practice areas, including litigation, labor and employment, healthcare, bankruptcy/restructuring, real estate, insurance, environmental law, fidelity and surety, construction, corporate transactions, white collar crime, municipal and local government law and corporate compliance. The Firm has more than 300 lawyers in twelve offices in seven states. It is the Firm’s mission to provide clients with the critical edge they need to achieve their legal and business objectives. MDMC places the client first. Clients who seek the assistance of MDMC will discover lawyers dedicated to providing superior service and personal attention to clients’ needs. The Firm has developed a national reputation and regional expertise without abandoning the focus on efficiency and client satisfaction that is oftentimes the hallmark of the best small firms.