Considerations in using the LLC

• Author: Phillip L. Jelsma/Pamela Everett Nollkamper
• Pages: 97-122

CONSIDERATIONS

IN USING THE LLC

3-1

CHAPTER 3

CONSIDERATIONS

IN USING THE LLC

§3:10 KNOWING THE CLIENT

§3:20 ETHICAL CONSIDERATIONS

§3:30 Conf‌licts of Interest

§3:40 Former Clients

§3:50 Privilege and Conf‌identiality

§3:60 Management Misconduct

§3:70 Multiple Representation

§3:80 The Off‌ice “Early Warning System”

§3:90 CRIMINAL LAW CONSIDERATIONS

§3:100SECURITIES LAW CONSIDERATIONS

§3:110 Howey Approach

§3:120 Risk Capital Approach

§3:130 Stock Characteristic Approach

§3:140 State Statutory Grounds Approach

§3:150 Partnership Guidelines for LLCs

§3:160 Federal and State Securities Laws

§3:170 Uniform Securities Act

§3:180 Registration of State Securities

§3:185 LLC Case Law

§3:190 OWNERSHIP INTEREST

§3:200 Concurrent Ownership

§3:210 Tenants-in-Common

§3:220 Joint Tenants With Rights of Survivorship

§3:230 Tenancy by the Entireties/Community Property

§3:240 Concurrent Ownership and 26 C.F.R. §1-301.7701 Classif‌ication Issues

§3:250 Concurrent Ownership Interests and LLC Voting Interests

§3:260 Concurrent Ownership and State Law Events of Dissolution

§3:270 Concurrent Ownership and Creditors

§3:275 Use of Trusts

CONSIDERATIONS

IN USING THE LLC

The Limited Liability Company 3-2

§3:280 CONVERSION FROM EXISTING ENTITIES

§3:285 Using LLCs in Corporate Mergers

§3:290 Preliminary Considerations

§3:300 Conversion Procedures

§3:305 LLC Case Law—Conversion

§3:310 FORUM SHOPPING

§3:320 MISCELLANEOUS CONSIDERATIONS