CLE Seminars

Drafting LLC Operating Agreements

December 7 & December 8/10:00–11:00 AM Both days
Audio Webcast

LLC operating agreements may be the most commonly document drafted, reviewed and negotiated by transactional counsel. These documents define the governance, information and liquidation rights of members, allocate economic rewards, sometimes establish restrictions on members or their interests, and can assign or alleviate liability.  The tax provisions, too, are highly complex, defining allocations of tax attributes and rights to cash and property distributions.  Fiduciary duties may also be modified in a way that is not possible in other types of entities. This program will provide you with a practical guide to drafting the most important provisions of LLC operating agreements.

Day 1: Tuesday, December 7

  • Drafting the most important provisions of LLC operating agreements
  • Planning for different types of capital contributions – capital v. services, current contributions v. future capital calls
  • Management provisions depending on whether the LLC is member-managed v. manger-managed LLCs
  • Fiduciary duties of members, modifications, and the “LLC opportunity doctrine”
  • Restrictions on transfers of capital and profits interests
  • Relationship between tax allocation and property distribution provisions, including IRC Section 704(b) accounting

Register for Day 1: Tuesday, December 7

Day 2: Wednesday, December 8

  • Drafting allocation provisions for maximum tax benefit and to secure the safe harbor
  • How “payments to member” (not distributions) are treated for financial v. tax purposes
  • Drafting ordinary distributions, minimum tax distributions, waterfall distributions, liquidating distributions
  • Rights of first refusal, rights of first offer, buy-sell provisions – understanding the alphabet soup of exit alternatives
  • Liquidations of the entity and sale of an individual member’s interests

Register for Day 2: Wednesday, December 8

COVID Vaccination Guidelines
Friday, December 10/12:45–5:00 PM
Seminar Group live Webcast from Portland

This seminar will review the rules and regulations in place as of the day of the seminar, best practices for developing corporate policies regarding workplace and discuss some of the various legal challenges that have been brought against mandatory vaccinations. Developing realistic policies requires a clear understanding of these key issues: the variety of issues that may arise as a result of these new policies and procedures.

This seminar will be instructed by attorneys and personnel professionals who have had to advise clients or their companies on these rapidly evolving issues. By attending, you will learn about the latest developments in mandatory vaccination requirements, developing company policies on how to minimize the risk of OSHA punitive action and lawsuits by employees. We will give you advice on your best chance at success.

If there are specific issues you would like addressed during the seminar that are not mentioned above, please let the Seminar Group know and our presenters will try to address these issued during the presentation.

More information

Developments in Business Law 2021

Thursday, December 16/ 9:00 AM –4:15 PM
Live Webcast
Co-sponsored by the Business Law Section

5 General CLE credits and 1 Ethics credit

Gain practical business law updates to strengthen your practice. Receive federal tax updates including pandemic related tax changes as well as cannabis law updates. Explore law firm risk management considerations related to hybrid and remote work. Learn about key insurance issues for business lawyers and asset purchases in bankruptcy. Review landlord-tenant law updates including the history of COVID-19 laws.

Schedule & Topics:

9:00 Federal Tax Updates

Pandemic-related tax changes—Paycheck Protection Program (PPP) and Employee Retention Credit (ERC)
Pending new or potential tax law changes
Other federal tax hot topics

Dan Eller, Schwabe Williamson & Wyatt PC, Portland
Alee Soleimanpour, Schwabe Williamson & Wyatt PC, Portland

10:00 Transition

10:05 Cannabis Legal and Industry Updates—The View from Oregon

Federal legislation update
Oregon market dynamics—rules and policy changes
Multi-state operations—strategies and trends
Brief Measure 109 / psilocybin therapy update

Dave Kopilak, Emerge Law Group, Portland Marco Materazzi, Emerge Law Group, Portland

11:05 Break

11:15 “Hybrid” Offices and “Remote” Work: Law Firm Risk Management Considerations

Confidentiality in hybrid work settings
Remote work and unauthorized practice

Mark Fucile, Fucile & Reising LLP, Portland

12:15 Lunch

1:00 Key Insurance Issues for the Business Lawyer

Representations and warranties insurance— the new kid on the block
Business interruption coverage—promises & realities
Cyber insurance—more important than ever
Additional insured coverage—avoiding pitfalls
Cannabis—what’s insurable and what’s not

Jodi Green, Miller Nash LLP, Portland Seth Row, Miller Nash LLP, Portland

2:00 Transition

2:05 Let’s Make a Deal: Asset Purchases in Bankruptcy, Strategies, Procedure, and Benefits

Negotiating the proposal
Important Bankruptcy-related deal points
Stalking horse
Bankruptcy procedure
Free and clear
Closing the deal
Pros and cons

Joshua Flood, Sussman Shank LLP, Portland Howard Levine, Sussman Shank LLP, Portland

3:20 Break

3:30 Landlord-Tenant Law Updates

History of COVID-19 laws (how did we get here?)

Current law for termination for nonpayment
Other landlord-tenant laws from SB 278 and 282

Pete Meyers, Meyers Law LLC, Portland 4:15 Adjourn

Registration fee:
$110 ONLD member

$140 Business Law Section member $160 OSB member
$175 Non-OSB member

Download brochure


Federal Legislative Update
December 27, 2021/Noon to 1:15 PM
Sponsored by the Taxation Section

Presenter: Mark Prater, PricewaterhouseCoopers

Click here to register for this event.