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Event Details

September 17, 2013
LawReview CLE co-sponsor MBA
Business Formations: Small & Emerging Businesses

Location:

Time:
Location: Milwaukee Bar Association

Time:
Registration - 8:30 AM - 9:00 AM


Presentation - 9:00 AM - 12:15 PM

Presenters: Nathan J. Dosch & Luke J. Chiarelli, Mawicke & Goisman

Credit: 3.5 CLE credit(s)


Agenda

Foundational Drafting Concepts (15 minutes)
Steps to LLC Formation

Formation Provisions in the Operating Agreement (25 minutes)
Name of Company
Filing of Articles
Address of Company
Need for Qualification to do Business
Licenses and Permits
Company Records to be Kept
Capital Contributions
Ownership Interest Documentation
Management and Voting Provisions(25 minutes)
Member Managed vs. Manager Managed
Manager Powers, Appointment, Resignation and Termination
Officers (If Desired)
"Major Decisions"
Practical Implications of Majority, Super-Majority and Unanimity Voting
Scope of Fiduciary and Other Duties of Manager and Members
Comparison with Governing Provisions for Other Entity Forms

Distribution and Allocation Provisions (25 minutes)
Allocations of Profits and Losses
Distributions - Generally
Payments for Providing of Services or Capital

Break (15 minutes)

Transfer Restrictions, Right of First Refusal, Deadlock, Capital Call and Dissolution Provisions (25 minutes)
Limitations on Transfer
Options and Mandatory Buyouts
Rights of First Refusal, Rights of First Offer
Drag Along, Come Along Rights
Capital Calls
Deadlock Provisions
Dissolution

Drafting (20 minutes)
"Boilerplate" Language/Risks in Using

Employee vs. Independent Contractor (25 minutes)
Determination
IRS Guidelines — 20 Factor Test
Behavior
Financial
Type of Relationship
Individual State Laws
Example: Oregon Revised Statute 670.600
Contract Differences
Non-compete
Confidentiality
Intellectual Property — Work Made for Hire
Termination

Ethical considerations (20 minutes)
Who is your client?
Conflict of interest


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