The Fundamentals and Restructuring Issues in LLC Operating Agreements and Corporate Governance
In establishing a Limited Liability Company (LLC), a well-drafted operating agreement is a must. It governs the course of the company and provides a framework in terms of those decisions that the board or others must approve or consent to in the future. One important feature of an operating agreement includes blocking rights on major decisions which are oftentimes given to the company's secured lenders or major investors.
In uncertain loan situations, blocking rights may play a vital role in a lender’s willingness to make a loan or ability to protect its collateral position upon default. If a secured lender holds these rights, it may be able to block, for example, the company from filing bankruptcy, engaging in a restructuring, selling or dissolving. Recently, however, courts have challenged a lender’s ability to utilize their blocking rights on major decisions.
The Knowledge Group has assembled a panel of key thought leaders to provide the audience with an in-depth analysis of blocking rights in LLC operating agreements. In this two-hour LIVE Webcast, speakers will discuss how blocking rights help and impede lenders, investors and others. They will also provide significant insights on recent bankruptcy court decisions addressing the exercise of these blocking rights.
Key topics include:
- LLC Operating Agreements - An Overview
- Blocking Rights in LLC Operating Agreements
- The Role of Blocking Rights in Important Company Decisions
- Are Blocking Rights Necessary?
- Analysis of Recent Bankruptcy Rulings
Stacey T. Kern, Shareholder
Greenberg Traurig, LLP
- Why has there been a proliferation of LLCs? Advantages of LLCs over other forms of entities.
- Various types of LLCs: Member-managed; manager-managed; series LLCs
- Basic anatomy of an operating agreement
- Recent developments in laws relating to LLCs
Nancy A. Peterman, Shareholder
Greenberg Traurig, LLP
- LLCs/corporate governance in bankruptcy and how that governance may be impacted by the bankruptcy filing;
- Exercising major decision rights for an LLC in bankruptcy (with a discussion of recent caselaw in this area);
- Use of major decisions rights for an investor trying to acquire a financially troubled business; and
- Other corporate governance issues that arise in connection with bankruptcy cases, including whether board members should resign, liability exposure and use of special committees.
Wayne R. Walker, Managing Partner
Walker Nell Partners, Inc
- Becoming A Corporate Director: Expectations and Obligations
- Serving As A Corporate Director: Challenges and Realities
- Exiting As A Director: Rear View Mirror Protections
Who Should Attend:
- All In-house Counsel
- Corporate Counsel
- Corporate Executives
- Bankruptcy Lawyers and Practitioners
- Chief Executive Officers
- Company Shareholders
- Business Managers
- Bankruptcy Professionals, and those they serve (lenders, creditor groups, government entities and others)
- Private Companies
- Other Related and Interested Professionals
Stacey T. Kern is a Shareholder in Greenberg Traurig’s Corporate & Securities Practice. She focuses her practice on advising clients on mergers and acquisitions, private equity transactions, leveraged buyouts, restructurings and general corporate matters. She also represents financial sponsors, public companies and privately held companies in connection with domestic and international transactions across a broad range of industries. Stacey earned her undergraduate and master’s degree from Duke University and her law degree from Cornell Law School.
Stacey T. Kern is a Shareholder in Greenberg Traurig’s Corporate & Securities Practice. She focuses her practice on advising clients …
Nancy A. Peterman is Chair of Greenberg Traurig’s Chicago Restructuring & Bankruptcy Practice. She focuses her practice on corporate restructurings, bankruptcy and creditors' rights law, and has a wide range of experience representing debtors, purchasers of assets, committees and secured creditors. Nancy is a former member of the Board of Directors and the Executive Committee of the American Bankruptcy Institute. She is a Fellow in the American College of Bankruptcy, a Board Certified Business Bankruptcy Lawyer by the American Board of Certification, and is listed in Chambers USA and Best Lawyers in America. She earned her law and undergraduate degrees from the University of Michigan.
Nancy A. Peterman is Chair of Greenberg Traurig’s Chicago Restructuring & Bankruptcy Practice. She focuses her practice on corporate restructurings, bankruptcy and …
Wayne Walker is the president of Walker Nell Partners, Inc. (“Walker Nell”), an international business consulting firm. He focuses on corporate governance, turnaround management, corporate restructuring and bankruptcy matters.
Before founding Walker Nell in 2003, Wayne worked for 15 years at the DuPont Company in Wilmington, Delaware in the Securities and Bankruptcy group, where he worked in the Corporate Secretary’s office and served as Senior Counsel. He developed a national reputation for his expertise in business restructuring and insolvency, workouts, bankruptcy, and financing. Wayne advised DuPont’s Financial Services Division, which was responsible for assessing customers’ creditworthiness as well as restructuring debtors, whether in or out of court. Wayne advised on DuPont matters in the medical, automotive, plastics, electronics, surfacing, fiber and petrochemical industries. He also served on the global business teams of DuPont Corian® and Electronic Material businesses. Wayne was also a partner for three years at Parente Beard, now known as Baker Tilly.
Wayne serves as the Chairman of the Board of Trustees of National Philanthropic Trust, a public charity that holds $4 billion of assets under management. and has disbursed more than one billion dollars around the world. Wayne serves on the board of directors of Last Call Operating Companies, that owned national restaurants such as Fox & Hound and Champps.
Wayne Walker is the president of Walker Nell Partners, Inc. (“Walker Nell”), an international business consulting firm. He focuses on …
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Method of Presentation:
Experience in corporate law
NASBA Field of Study:
Business Management & Organization
NY Category of CLE Credit:
Areas of Professional Practice
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About Greenberg Traurig, LLP
Greenberg Traurig, LLP is an international law firm with approximately 2000 attorneys and governmental affairs professionals in 38 offices in the United States, Latin America, Europe, Asia, and the Middle East. GT provides integrated, business-focused legal services for clients ranging from Fortune 500 corporations to innovative start-ups. GT’s Restructuring & Bankruptcy Practice provides clients with the insight and knowledge that come with decades of advisory and litigation experience. The team handles highly complex issues that arise in reorganizations, restructurings, workouts, liquidations, and distressed acquisitions and sales, both domestically and in cross-border proceedings. GT’s Corporate & Securities Practice comprises more than 400 lawyers who advise public and privately held companies and investment funds on global mergers and acquisitions, corporate restructurings, private equity and venture capital, underwritten and syndicated offerings, commercial finance and syndicated lending, cross-border transactions, and general corporate matters.
About Walker Nell Partners, Inc
Walker Nell Partners is an international firm that has provided strategic financial and business advisory services since 2004. Headquartered in Philadelphia, Walker Nell specializes on corporate governance, turnaround management and restructuring, fiduciary, forensic and litigation support services. Walker Nell’s team of professionals help organizations address many challenges resulting from growth, economic issues, opportunities or crises. Walker Nell works with clients to identify and implement solutions to optimize profitability and growth, improve workflow and performance, manage risk and respond to financial crises.