Florida Limited Liability Company Seminar

Join Us On:
Date: Tuesday, February 24, 2004
Time: 9:00 a.m. - 12:15 p.m.
Place: Hyatt Regency Tampa
Speakers: Albert C. O’Neill, Jr., Nelson T. Castellano, & J. Eric “Tate” Taylor

SEMINAR OUTLINE

Nature of LLCs and Comparison to Other Types of Business Entities

• Corporation
• S Corporation
• Partnership (including LLPs and LLLPs)
• Limited Liability Companies (LLCs)
• Proprietorships

Classifying Forms of Business for Tax Purposes: The IRS “Check the Box” Regulations

The LLC Operating Agreement: Drafting Considerations

• Capital Contributions
• Allocations vs. Distributions
• Transfer of Interests
• Puts, Calls and Buy-Sells
• Restrictive Covenants
• Management, Voting and Control

Mergers, Acquisitions and Conversions

About the Speakers:


Albert C. O’Neill, Jr., Nelson T. Castellano, and J. Eric Taylor are all attorneys with Trenam Kemker in Tampa, Florida.

Al O'Neill is a founding member of the firm. He has a broad-based practice with an emphasis on matters involving federal and state tax issues. Specific practice areas include partnership and joint venture planning, executive compensation and tax-qualified benefits, and estate planning. Al graduated from the University of Florida in 1962 with a BA with high honors in political science. He earned an LLB magna cum laude in 1965 from Harvard Law School, where he was executive editor of the Harvard Law Review. He was chair of the American Bar Association's Tax Section from 1992-93 and chair of the Florida Bar's Tax Section from 1975-76. He is currently a member of the American Law Institute and the American College of Tax Counsel. He is the Immediate Past-President and a director of the American Bar Retirement Association and is a member of the Internal Revenue Service Advisory Council. Al is also recognized in The Best Lawyers in America. In the community, Al serves as an advisory Trustee of The Florida Orchestra. He is also a member of the Board of Directors of Gator Boosters, Inc.

Nelson Castellano joined the firm in 1992 and became a Member of the firm in 1999. His practice involves general corporate matters, capital formation, private placements, securities offerings and tradings, going public, public company representation, mergers and acquisition, compliance and reporting, immigration and naturalization, and business formation and entity selection. His practice also includes federal tax controversies and immigration. Nelson graduated from Florida State University in 1988 with a BS in finance. In 1991, he earned his law degree from the University of Florida College of Law. He is a member of the American Bar Association and Hillsborough County Bar. He is also admitted to practice before the U.S.
Tax Court and the U.S. District Court for the Middle District of Florida.

Tate Taylor's practice is focused on the areas of tax and estate planning for families and individuals, estate and trust administration, business planning and transactions and non-profit organizations. Tate has a broad background in complex tax and estate planning issues for high-net worth individuals, as well as extensive experience in the administration of sophisticated estates and trusts. He also has an active practice in business and tax planning for family-owned and closely-held businesses, including family-owned corporations, partnerships and limited liability companies. Tate is experienced in the formation and
administration of not-for-profit and tax-exempt entities, such as private charitable foundations, publicly-supported charities and religious organizations. Tate is a two-time graduate of the University of Florida, receiving his law degree with honors in 1990. Tate originally joined the firm in 1991, and following two years of practice in Charlotte, North Carolina, returned to Trenam Kemker in 1998. He is admitted to practice in Florida and North Carolina and is a member of the American Bar Association. Tate is Board Certified in Tax Law by The Florida Bar, serves on the executive councils of the Tax and Real Property, Probate and Trust Sections of The Florida Bar, and is a member of the Florida Bar Grievance Committee for the Thirteenth Judicial Circuit.

Seminar Details:

Location:
Hyatt Regency Tampa, 211 North Tampa St., Tampa, FL 33602. For directions please contact the hotel at 813-225-1234.

Time:
Registration is from 8:30 - 9:00 a.m. Program will begin at 9:00 a.m. and end at 12:15 p.m. There will be a refreshment break in the morning.

Tuition:
$295.00 per single registrant (includes seminar, 3.5 CLE credits, refreshments, and a copy of Florida Limited Liability Company Forms and Practice Manual and forms CD-ROM);
$275.00 each for three or more from same firm (includes seminar, 3.5 CLE credits, refreshments, and a copy of Florida Limited Liability Company Forms and Practice Manual and forms CD-ROM for each attendee); $150.00 if you already own a copy of Florida Limited Liability Company Forms and Practice Manual (includes seminar, 3.5 CLE credits and refreshments).

Accreditation:
This course is approved for 3.5 CLER credits by the Florida Bar Association Registration: You may call 410-494-4994 or 800-342-0454 or fax your registration to 410-494-0515. If you prefer, you may register by sending your name, address, phone number and payment to Data Trace Publishing Company , P.O. Box 1239, Brooklandville, MD 21022. Your pre-registration will be recorded on a registration list. You will be contacted if any scheduling changes occur.

Cancellations:
We understand that your schedule may change and prevent you from attending this seminar. Substitutions are always acceptable. If you find you must cancel your registration, just call us at least three days in advance of the program and we will issue you a full refund.

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