State Bar of Arizona

Contents:

1. Creating, Maintaining and Operating the Limited Liability Company -- James O'Sullivan
   • Representing an Entity
   • Multiple Representation Issues
   • Attorney Client Privilege
   • Legal Opinions
   • Forms
     • Retention Letter for Entity (Corporation) & Exhibits
     • Retention Letter for Entity (Corporation--Limited Scope of Representation--Waiver of Potential Conflict & Exhibits
     • Retention Letter for Entity to Be Formed (LLC) & Exhibits
     • Consent Letter (From Existing or Former Client Who Is to Be a Constituent of the Entity Client)
     • Consent Letter--Sole Shareholder's Sale of Stock of Existing Client
     • Engagement of Legal Representation
     • Buy/Sell Provisions for Operating Agreements
     • Operating Agreement of LLCs
     • Owners Agreement
     • Shareholder Agreement
   • Tools for Researching Ethics Opinions
   • Comparision of Business Structures
   • Shareholder Agreements
   • Dissenters' Rights
2. Fiduciary Duties in Limited Liability Companies -- Rob Royal
   • Arizona: No Statutory Guidance or Persuasive Authority Available
   • Arizona's Legislative Intent shows a Fiducairy Relationship
   • Other States' LLC Acts & Whether They Address Fiduciary Duties
   • Members Acting as Managers in Member-Managed LLCs
   • Non-Managing members' Duties
   • LLCs Contractually Bound by Operating Agreements
   • LLC Statutory Provisions for Fiduciary Duties Throughout the United States--Table
   • How Advertising Injury Claims Come into Play
   • Types of Claims that Fall Within the “Advertising injury“
3. Tax Issues: LLC Advantages and Pitfalls and Real Estate and the LLC -- Rob Royal
4. Unique Issues of the Limited Liability Company -- Kathy Steadman
   • Health Plan Issues
   • Procuring fully Insured Benefits
   • Procuring Self-Funded Benefits
   • Employee/Consumer Driven Health Plans
   • Basics of HSA's
   • Who Can Be an HSA Custodian?
   • Self-Funded Multiple Employer Welfare Arrangements
   • Assisting with Plan/Policy Selection
5. What Happens When Creditors Attack the LLC and Its Owners -- Donald Gaffney
6. Intellectual Property Protections and the LLC -- Richard E. Oney
7. Litigation Claims and Defenses of the LLC and Practical Litigation Considerations -- Rob Royal
8. Minority Owned LLC Issues -- Ernest Calderon
9. Succession Planning and the Family Business -- Mike Cohn