Merchandise Details
The Life Cycle of a Business Entity (2018 Stand Alone - Audio USB)
Member Price$200.00
Non-Member Price$360.00
Merchandise Description

The Life Cycle of a Business Entity: What You Need to Know to Advise Your Clients in Business Matters

This not-to-be missed stand-alone program will navigate the entire life cycle of a business entity. From formation and choice of entity, to operations and governance, to generational transfer or sale, the panels will discuss the legal, tax, and practical considerations of advising businesses and their owners. Presenters will drill down into special topics like entity-ownership by trusts, structuring compensation, specific industry concerns, and more. The panels will use a hypothetical family business to guide attendees through every stage of the business. Sample forms and checklists will be provided to assist practitioners.

Session 1: Getting Started; Choice of Entity; Formation of Entity

Getting Started

Addressing new and existing enterprises
The initial client meeting

Choice of Entity: Begin by Looking at the Big Picture

Analysis of choice of entity at verious stages
Pros and cons to consider for each type of entity

Choice of Entity: Add New Tax Laws to the Mix (In-depth Coverage)

IRC Section 199A deduction
New rates and other changes
Planning strategies and case studies illustrating choice of entity

Steven B. Gorin, St. Louis, MO (Moderator)
T. James Lee, Phoenix, AZ
Hollis F. Russell, Great Neck, NY


Session 2: Governance, Operation, and Management of an Entity

Best Practices for Partnerships, Corporations, and LLCs

Maintenance of books and records
Tax compliance
Documenting actions and distributions
Checks and balances
Periodic reviews for updating to be consistent with actual practices
Annual maintenance

Owner Control, Operations, and Shareholder Agreements

Owner communications
Family dynamics and consequences relating to control issues under governing documents
Majority vs. super-majority actions
Creditor protection
Interim controls in the event of disability
Officers and agents
Navigating transfer restrictions
Effect of governing documents on valuation
Tax consequences of transfers
Role of life insurance

Lora G. Davis, Dallas, TX (Moderator)
Kevin Matz, New York, NY
M. Allison Taylor, Birmingham, AL


Session 3: Special Topics in Family Businesses, Part One

Related Entities and Business Intellectual Property

Identify and register valuable intellectual property such as logos, trade names, trademarks, and service marks
Transfer intellectual property to related entities such as limited liability companies
Create entities to hold and to manage real property and designing leases to comply with IRC §199A

Corporate Opportunities

Draft operating agreements and employment agreements to take into account outside opportunities without violating fiduciary obligations
Discuss non-compete provisions and prohibitions regarding corporate opportunities
Gift tax implications regarding other corporate opportunities and use of corporate assets

Trusts as Business Owners

Selection of trustees for entities owned by trusts
Discussion of the net investment income tax implications
Outline state income tax implications for trusts as owners of business
Use of grantor and non-grantor trusts as owners of businesses
Consider state income tax implications of trust ownership
Review estate and GST consequences of trust ownership

Kurt A. Sommer, Santa Fe, NM (Moderator)
Andrea C. Chomakos, Charlotte, NC
Joshua E. Husbands, Portland, OR
Nancy Schmidt Roush, Kansas City, MO


Session 4: Special Topics in Family Businesses, Part Two

Structuring Compensation

Employee benefits
Phantom stock
Deferred compensation
Board fees

Specific Industry Concerns

Real estate developer/manager
Impact of loan agreements and covenants

Specific Example: Sports Franchises—The Ultimate Family Business

Barriers to estate planning
Family dynamics
External controls/factors: leagues and governments
Other aspects

Brian C. Sparks, Tampa, FL (Moderator)
Thomas W. Abendroth, Chicago, IL
Carrie E. Byrnes, Chicago, IL
Michael D. Whitty, Chicago, IL


Session 5: Wind Down, Sale, or Transition of Business

Death of an Owner

Liquidity issues for payment of expenses and taxes
Life insurance options
Transfer of control: impact on shareholders and employees
Valuation for estate tax purposes
Deferral of payment of estate taxes

Sale of Company

To third party, family, or management: tax and nontax considerations
Seller and buyer due diligence
Impact on family: job retention or loss, liquidity issues, family legacy
Income and capital gains tax consequences of various sale options
Impact of entity structure on consequences of various sale options
Role of attorney and other advisors in the sale process
Process and timing of various sale options
Strategic buyer versus private equity/employee or management buyer
Structuring the sale under various scenarios

Lifetime Transfer to Next Generation

Transfer taxes
Active/non-active family members

Louis S. Harrison, Chicago, IL (Moderator)
T. Randall Grove, Vancouver, WA
Melissa J. Willms, Houston, TX


Session 6: Keeping it Together—Ethical Considerations in Representing Family and Business (Ethics)

General Duty of Competence Conflicts of Interest

Who’s the client?
Identification of potential conflicts
Representation of multiple parties
Obtaining informed waiver and consent

Engagement Letters

Tailoring to the situation

Client Confidentiality

Preserving confidential information while keeping lines of communication open
Instructing clients

Termination of Representation

Completion of project
Withdrawal when actual conflict arises
Disengagement letters

Application of ABA Model Rules and ACTEC Commentaries

John T. Rogers, Jr., Los Angeles, CA (Moderator)
Paige K. Ben-Yaacov, Houston, TX
J. Lee E. Osborne, Roanoke, VA
Professor Mary F. Radford, Atlanta, GA

Recorded June 20 - 21, 2018 in Chicago, IL