An expert panel will present a practical guide to the use of LLCs and LLPs. The panel will provide concrete advice on critical formation and early-stage issues, such as the advantages and disadvantages of the LLC/LLP form, a comparison of LLCs and LLPs to corporations, the tax benefits of the LLC/LLP form and the choice of state law. As part of the choice-of-entity discussion, the panel will discuss specific businesses, fact patterns and exit strategies that may dictate the choice-of-entity decision. The panel will describe the mechanics of forming an LLC/LLP and the content of the principal agreements incidental to such formation, including the basic operating agreement. Various management structures and control arrangements of LLCs and LLPs will be examined and considered from different perspectives and in different strategic and investment scenarios. The use of LLPs for law and other professional practices will be discussed, including current issues and events potentially testing their effectiveness with respect to liability. Securities issues will be considered in the context of the formation and growth of an LLC or an LLP. The panel also will examine various executive and other compensation structures in the context of an LLC, including in particular the use of equity-based incentive compensation arrangements and a comparison to traditional corporate stock option plans. The program is intended to provide to practitioners a comprehensive introduction to LLCs and LLPs in a practical and useful context.
This program was recorded on April 2, 2008.
Katten Muchin Rosenman
Mark A. Limardo concentrates his practice in corporate and tax planning for complex commercial transactions in a variety of industries (including insurance brokerage, reinsurance, banking and information technology). With his strong financial and analytical skills, Mr. Limardo delivers added value to clients in his role as lead lawyer on an acquisition team. On tax matters, Mr. Limardo gives practical advice in plain terms, enabling clients to make informed decisions on complicated tax structures. Mr. Limardo understands the needs and concerns of both public companies and privately-owned enterprises.
Mr. Limardo advises on stock purchases and swaps, mergers, "roll ups," and other acquisitive transactions, as well as capital transactions (including public and private securities offerings, venture capital investments and low income tax credit (LIHTC) syndications). Mr. Limardo also assists start up and mature business ventures with the structuring, maintenance and expansion of their operations and related executive and incentive compensation arrangements. Mr. Limardo has substantial experience in the use of limited liability companies and other strategic alliances and in planning for cross-border transactions (including licensing agreements, hybrid entities and treaty structures).
Mr. Limardo is a frequent lecturer at continuing legal education (CLE) seminars sponsored by the Association of Bar of the City of New York (ABCNY) and at other events and has appeared on CNN.
Ellen S. Friedenberg
Hughes Hubbard & Reed LLP
Ellen S. Friedenberg is a partner in the law firm of Hughes Hubbard & Reed LLP whose practice centers on corporate transactions and corporate governance. A summa cum laude graduate of Yale University in 1978 and a cum laude graduate of Harvard Law School in 1981, Ms. Friedenberg is Co-Chair of Hughes Hubbard's M&A Group and Corporate Governance Group. Ms. Friedenberg has advised clients in connection with the implementation and operation of both domestic and international joint ventures.
Kramer Levin Naftalis & Frankel LLP
Christopher S. Auguste focuses his practice on corporate and securities law, with particular emphasis on private placement of debt and equity securities. He represents private investment funds in their investment in public and private companies and investment banks in structuring PIPE and equity line transactions. He also represents financial institutions and corporate clients in secured loan transactions and acquisition financings, has counseled corporate clients in debt restructuring. Mr. Auguste also has experience in the acquisition and sale of lease and loan portfolios, equipment leasing and software licensing. Mr. Auguste graduate with a J.D. from Harvard Law School, 1983 and A.B., magna cum laude, Harvard University, 1980. He was admitted to the bar in New York in 1984. Mr. Auguste is a member of the Association of the Bar of the City of New York.
Gary J. Simon
Co-Chair of Capital Markets Practice Group
Hughes Hubbard & Reed LLP
is a Partner and Chairman of the Capital Markets Group of Hughes Hubbard & Reed LLP. Mr. Simon specializes in securities law and securities transactions, including public offerings, private placements, venture capital financings, private equity investments and similar transactions for both domestic and foreign issuers, investment banks, private equity funds and other investors. His practice also includes mergers and acquisitions and general representation of public companies. Mr. Simon received his B.A. with high honors from Swarthmore College in 1979 and his J.D. from Vanderbilt University in 1983.