LLC Institute

I’m pleased to publicize three upcoming continuing education programs of special interest to business divorce practitioners, business appraisers, and the broader universe of lawyers and other professionals interested in the myriad issues concerning limited liability companies and related unincorporated business entities.

The LLC Institute. The first one, which I’ll be attending but not presenting at as I did last year, is the 4th annual meeting of the LLC Institute, a two-day program being held on November 12 and 13, 2015, at the Le Meridien Arlington and Waterview Conference Center in Arlington, Virginia. The LLC Institute is sponsored by the LLCs, Partnerships and Unincorporated Entities Committee of the American Bar Association under the leadership of Committee Chair Thomas Rutledge who has put together an exciting program for this year’s meeting, with something for everyone who practices in the field.

The LLC Institute’s program reflects the Committee’s mission to be the pre-eminent annual gathering of academic and practicing attorneys for the exchange of ideas and information on what is now the dominant organizational form, the LLC, as well as related developments in the law of related business organizations. The gathering’s aim is to provide practical insight and guidance as to the law of LLCs as well as the place of the LLC in related fields such as securities regulation, the Uniform Commercial  Code, taxation, and bankruptcy.

Speaking from my own experience attending and presenting at last year’s LLC Institute, I can assure you that the LLC Institute is no ordinary CLE program where attendees with relatively limited knowledge of the subject matter passively listen to expert panelists giving set-piece presentations. By and large those who attend the LLC Institute are highly accomplished and knowledgeable professionals and academics who come not only to learn from top experts in the field of alternative business entities, but also to participate in the lively, interactive discussions that take place during the sessions.

The agenda for this year’s meeting kicks off with remarks and a Q&A session with U.S. Senator Charles Grassley of Iowa, who is senior member of the Senate Finance Committee and also a member of the Joint Committee on Taxation.

The first day’s morning session includes a Case Law Review with an all-star panel led by Baylor Law School Professor Beth Miller, followed by Legal Opinions Not in Delaware examining similarities and pitfalls in rendering opinions on LLC’s and other unincorporated entities organized outside of Delaware. After a luncheon with keynote speaker Professor Robert Thompson of Georgetown Law Center (one of the country’s foremost authorities and treatise writers on close corporations and LLCs), the afternoon program includes two important sessions that I suspect will be my personal favorites: The Legal Death of a LLC: A Nationwide Hodgepodge of Rules and Practices, and What Is An Operating Agreement and Why Do We Care? Both sessions feature panels with top academics and practitioners in the field. Later that evening, attendees get a chance to socialize and talk shop at the Lubaroff Award Dinner which this year will honor James J. Wheaton.

A pair of morning sessions on day two will focus on the special problems of failed law firms. First up is a session entitled Navigating the Ethical Maelstroms When the Law Firm Ship is Going Down chaired by Dallas attorney George Coleman, himself a past recipient of the prestigious Lubaroff Award given each year by the Partnerships Committee. The second morning session on the Unfinished Business Doctrine, chaired by another renowned expert on the law of partnerships and other unincorporated entities, Robert Keatinge, will examine this very hot topic in the field of bankruptcy and creditor rights. The Institute’s program wraps up with two afternoon sessions of special interest to transactional and tax attorneys, the first on S-Corp LLCs — yes, you read that right, LLCs that elect to be taxed as S corporations rather than as partnerships — and Did you really mean what you wrote in that IRR distribution waterfall? chaired by Brooklyn Law School Professor Brad Borden.

Click here for a more detailed description of this year’s meeting agenda and here for information about registration and accommodations. I hope to see you there!

The New York Law Journal Litigation Summit. This Friday, October 9, 2015, from 1:00 to 2:00 p.m., along with Mandeep Trivedi, CFA, ASA, a principal at Citrin Cooperman, I’ll be speaking at a program entitled Shareholder Disputes – Valuation Considerations as part of the New York Law Journal’s annual Litigation Summit being held this year at the Union League Club in Manhattan. The program will focus on the standard of value in various kinds of shareholder disputes; the applicability of minority and marketability discounts including recent case law developments; and normalization adjustments to the financial statements. I’ll update this post with a link to program and registration information as soon as one’s available. In the meantime, if you’re interested in attending contact Ms. Trivedi at

AICPA Forensic & Valuation Services Conference. This is one of the largest and most important conferences of business valuation analysts and forensic specialists put on by the American Institute of CPAs, being held on November 8-10, 2015, at the Venetian & Palazzo Resort in Las Vegas, Nevada. At a program on the conference’s first day entitled Anatomy of a Business Divorce, Hubert Klein, CPA, ABV of EisnerAmper and I will be speaking about the litigation framework and case law developments affecting valuation contests and forensic accounting in business divorce cases, and about the role of the expert appraiser/forensic examiner in these cases. The conference features a host of other programs for accounting and financial professionals with a star-studded cast of speakers including the incomparable NYU Professor Aswath Damodaran. Click here for the conference brochure.