Representing Limited Liability Companies in New York State

The limited liability company (LLC) has become one of the most popular entities for small business startups, but often poses challenges for the legal generalist, particularly in New York State. Originally designed for small "Mom and Pop" enterprises, the LLC has been an increasingly popular choice for fast-growing technology, software and media startups that historically have preferred to organize as corporations. Ensuring that entrepreneurs and investors get the full tax and other benefits of LLCs can challenge even the most experienced business lawyer.

While offering a general overview of New York's Limited Liability Company Law, this course is designed to take practitioners "beyond the basics" and discuss some of the more challenging issues involved in representing LLCs in the Empire State, particularly LLCs that are engaged in technology oriented businesses that could attract venture capital and other sophisticated investors.

The program will be taught by Cliff Ennico, a leading expert on the legal and tax issues facing entrepreneurs and early-stage companies and the author of 16 books, including "Advising eBusinesses," "Forms for Small Business Entities" and "The Crowdfunding Handbook: Raise Money for Your Small Business or Startup with Equity Funding Portals." A New York State admitted attorney for the past 37 years, he has helped launch over 15,000 businesses and is perhaps best known as the former host of MoneyHunt®, a fast-paced reality TV show for entrepreneurs that aired on PBS nationwide from 1994 to 2003 and is widely considered a precursor to SharkTank.

Learning Objectives: 

1. Identify the peculiar challenges of forming an LLC in New York, particularly New York's controversial publication requirement
2. Draft LLC operating agreements for technology and media startup companies that choose the LLC format
3. Create preferred classes of equity in an LLC for investors
4. Understand the difference between "capital interests" and "profits interests" in an LLC, and how they impact LLC members who contribute labor rather than cash for their membership interests (also known as "sweat equity players")
5. Resolve disputes between LLC members and determine the value of a member's interest in the LLC upon his death, disability, withdrawal or departure from the business
6. Assess the ethical challenges in representing the LLC client.