• Minneapolis – 12/11/08 (Registration 8:30; Replay 9:00)
  Minneapolis – 1/5/09 (Registration 8:30; Replay 9:00)
  Minneapolis – 2/3/09 (Registration 8:30; Replay 9:00)
  Minnesota CLE Conference Center; Seventh Street & Nicollet Mall, Third Floor City Center

• Bemidji – 1/9/09 (Registration 8:30; Replay 9:00)
  Brouse, Woodke & Meyer Law Firm; 312 America Avenue Northwest

• Duluth – 2/6/09 (Registration 8:30; Replay 9:00)
  Radisson Hotel Duluth – Harborview; 505 West Superior Street

• Park Rapids – 12/19/08 (Registration 8:30; Replay 9:00)
  Hubbard County Courthouse; 301 Court Street

• Saint Cloud – 12/22/08 (Registration 8:45; Replay 9:00)
  Kelly Inn; Highway 23 & Fourth Avenue South

CHECK-IN & CONTINENTAL BREAKFAST

9:00 – 10:00 a.m.

Tax Issues Regarding Choice of Entity: When Does it Make Sense to Use an LLC?
Reviewing basic tax issues relevant to determining which business entity to use in a given situation. Current rules provide greater opportunities, but also make the process more difficult because of increased forms from which to choose and the greater flexibility in structuring economic arrangements.
– William D. Klein

10:00 – 11:00 a.m.

The Plight of the Bare Naked Assignee
In Minnesota and elsewhere, LLC law strictly limits the rights of assignees of membership interests. When the original assignor ceases to be a member, the situation for the resulting "bare naked assignee" is even worse. Professor Kleinberger, a co-drafter of both the Minnesota LLC Act and the New Uniform LLC Act, will discuss the plight of the "bare naked assignee" and suggest how courts ought to distinguish between spurious and legitimate assignee claims.
– Daniel S. Kleinberger

11:00 – 11:15 a.m.

BREAK

11:15 – 12:15 p.m.

LLC Organizational Documents and Drafting Issues
Common drafting issues in preparing Articles of Organization, Bylaws, Member Control Agreements, and other LLC documents.
– Wade R. Wacholz

12:15 – 1:15 p.m.

LUNCH (on your own)

1:15 – 2:15 p.m.

Key Ingredients for Using an LLC Effectively
This session will discuss the aspects of the tax rules that are most important for helping clients maximize the effectiveness of the LLC structure. Included will be discussion of the critical distinction between "Tax Basis" and "Capital Accounts." We will also discuss Section 704(c), to help you understand how these special tax allocation rules can also have an unintended impact on deal economics, in addition to a variety of ingredients important to helping maximize the value you can provide your clients.
– Joseph F. Schlueter

2:15 – 2:45 p.m.

Professional Firms and LLCs
This session will explore how lawyers, physicians, accountants and other professionals can use LLCs to effectively organize their practices.
– Ryan S. Johnson

2:45 – 3:00 p.m.

BREAK

3:00 – 4:00 p.m.

Using LLCs as an Estate Planning Tool
The use of family LLCs; freeze LLCs; case law update on the changing transfer tax environment and recent IRS successes and failures.
– Scott M. Nelson

4:00 – 4:30 p.m.

Nonprofit LLCs and Minnesota’s Business Purpose Requirement
Update on 2008 changes to the Minnesota Limited Liability Act that eliminated the "business purpose" requirement and permits the organization of "nonprofit limited liability companies" for limited liability companies organized on or after January 1, 2009.
– Jennifer Reedstrom Bishop & William D. Klein