Business Law Forum 2019: 4.75 General Hours and 1 Hour Dual (Ethics)

Courses Included

• Business Law 2019: Overview of Tennessee LLC Acts
  
  

  This course features an overview of the Tennessee Limited Liability Act (the Prior Act) and the Tennessee Revised Limited Liability Act (the Revised Act), including an important reminder that the Prior Act is alive and well, remains effective, and continues to govern LLCs formed prior to January 1, 2006 that have not elected to be governed by the Revised Act.  Specifically, the presentation addresses significant distinctions between the Prior Act and the Revised Act, including those with respect to: management paradigms; agency authority of members, managers, governors, directors, and officers; termination of membership interests; dissolution; and private ordering of affairs under LLC documents. 

  Course Information

  Format:Online VideoDual Credits:0.00General Credits:1.00

  Speakers/Producers

  

  • Van East III, Bradley Arant Boult Cummings LLP, Nashville
    Van serves clients on matters involving closely-held business entities, including formations, conversions, mergers, acquisitions and dispositions, as well as restructuring ownership and control....
• Business Law 2019: Comparison of Tennessee and Delaware LLC Acts
  
  

  This program will feature an overview of the Delaware LLC Act and discuss some key distinctions between the Delaware and Tennessee acts. These include waiver and scope of fiduciary duties, management structures, agency rules, state franchise and excise taxes, and use of series LLCs. By the end of the session, attendees should have a better idea about when to recommend to clients that they form their LLC in Delaware rather than in Tennessee or another jurisdiction.

  Course Information

  Format:Online VideoDual Credits:0.00General Credits:0.75

  Speakers/Producers

  

  • Willa Kalaidjian, Drake Software, LLC, CHATTANOOGA
    Willa Kalaidjian serves as Chair of the Chambliss Startup Group and is a member of the Business Section and Real Estate Section. Willa focuses her practice on startups and emerging companies, general...
  • Matthew Lyon, Lincoln Memorial University Duncan School of Law, Knoxville
    Matt Lyon is the Law School Dean at the Lincoln Memorial University Duncan School of Law in Knoxville. He teaches Contracts, Business Associations, Civil Procedure, and Payment Systems. Prior to...
• Business Law 2019: Professional Conduct and the Drafting of LLC Operating Agreements
  
  

  This session features experts on professional conduct and limited liability company practice, addressing common ethical quandaries encountered in drafting limited liability company operating agreements.  Among the questions and dilemmas the panelists will cover are: whether a lawyer who does not practice tax law can and should draft limited liability company operating agreements, how a lawyer properly identifies the client in an engagement that includes drafting a limited liability company operating agreement, and the extent to which Tennessee lawyers can ethically provide advice to clients on the law of Delaware or other states—or to members who reside outside of Tennessee—in connection with the drafting of limited liability operating agreements. 

  Course Information

  Format:Online VideoDual Credits:1.00General Credits:0.00

  Speakers/Producers

  

  • Brian Faughnan, Faughnan Law, PLLC, Memphis
    I am a sole practitioner and owner of Faughnan Law, PLLC, located in Memphis.  Prior to founding my firm, I practiced law for twenty-three years in large and mid-sized full-service law firms....
  • Joan Heminway, The University of Tennessee College of Law, Knoxville
    Professor Joan Heminway brought nearly 15 years of business finance and governance practice experience when she joined the faculty of the UT College of Law in 2000. She was an attorney in the Boston...
• Business Law 2019: Tax and Economic Provisions
  
  

  For many business attorneys, the tax allocations and economic provisions of LLC operating agreements are a collection of mysterious paragraphs that the "tax people" will look at and not the domain of the business lawyer. However, these provisions can have substantial impacts on the members of an LLC. In this session, you'll learn about what these sections mean, why they are important, and the different approaches that can be used in drafting them.

  Course Information

  Format:Online VideoDual Credits:0.00General Credits:1.00

  Speakers/Producers

  

  • Alexander Davie, Riggs Davie PLC, Brentwood
    Alexander Davie's legal practice encompasses a wide variety of corporate and securities matters. He has worked extensively with technology companies, including startups, and emerging growth companies,...
• Business Law 2019: Employees and LLC Members
  
  

  This presentation will address issues specific to members who are also employees of an LLC and the provisions in an operating agreement addressing such issues.  Among the topics to be covered are: considerations in deciding whether to make an employee a member, alternatives to granting membership interests to employees, ownership structure concerns, the interplay of rights and duties of an equity holder versus that of an employee, and the need for synchronization of operating agreements and employment agreements. 

  Course Information

  Format:Online VideoDual Credits:0.00General Credits:1.00

  Speakers/Producers

  

  • Justin Joy, Lewis Thomason, Memphis
    Justin Joy is a shareholder in the Memphis office of the law firm Lewis Thomason, PC.  He leads Lewis Thomason’s cybersecurity practice group and is the firm’s privacy officer. ...
  • R. Christopher Trump, Egerton, McAfee, Armistead & Davis, PC, Knoxville
    Chris joined the firm in 2001 and has practiced primarily in the areas of finance (both private and governmental), commercial law, business formations, securities, and business acquisitions and...
• Business Law 2019: Exit Rights
  
  

  Exits of members from LLCs can be fraught with problems for a number of reasons. This session will discuss various areas for consideration to be included in operating agreements in an effort to facilitate an orderly departure of a member and minimize some of the risk when a member leaves—voluntarily or otherwise—an LLC. Some specific areas that will be covered are membership interest valuation methodology considerations, statutory rights, and special considerations with the departure of members who are also employees of an LLC.

  Course Information

  Format:Online VideoDual Credits:0.00General Credits:1.00

  Speakers/Producers

  

  • Justin Joy, Lewis Thomason, Memphis
    Justin Joy is a shareholder in the Memphis office of the law firm Lewis Thomason, PC.  He leads Lewis Thomason’s cybersecurity practice group and is the firm’s privacy officer. ...

This course is no longer available for purchase.