Join
us for your comprehensive guide on the rules, requirements, issues,
and opportunities for selecting the best entity type in which to
operate a business.
This topic will analyze and discuss the business and tax issues that often arise for business entities seeking to restructure their liabilities or their equity ownership, and focus on corporations and limited liability companies facing difficult economic times and therefore needing to restructure their businesses in order to continue to operate effectively.
A case study approach will be used in order to illustrate both the problems that these businesses face and the restructuring solutions that may be available.
Learning Objectives:
- You will be able to discuss the business law aspects of a restructuring.
- You will be able to identify equity and debt financing.
- You will be able to review the tax law aspects of a restructuring.
- You will be able to recognize different issues for different types of entities.
Business Law Aspects of a Restructuring
- Going Concern Determination/Spector of Bankruptcy
- Equity Financing
- Debt Financing
- Case Study of Operating Company – Bear Holdings, Inc.
- Case Study of Operating Company – Bear Holdings, LLC
Tax Law Aspects of a Restructuring
- Understanding How Tax Attributes Can Drive a Restructure
- Different Issues for Different Types of Entities
- Equity Financing
- Debt Financing
- Continuing the Case Study – Bear Holdings, Inc. and Bear Holdings, LLC
Credit Information (Sponsored by Lorman Education Services):
- CLE
- CPE
- AIPB
- NASBA
- Enrolled Agents
For Detailed Credit Information page
click here
Only registered attendee will receive continuing education credit.
Faculty
Frank A. Ciatto, Venable LLP
• Corporate partner, with Venable LLP in the Washington, D.C. and New York, New York offices
• Helps entrepreneurs succeed in new and existing business ventures
• 25 years experience launching new ventures, focuses on mergers and acquisitions, limited liability companies, private equity investments, tax and accounting issues, corporate finance transactions and succession planning
• Certified public accountant, formerly with Coopers & Lybrand (now PricewaterhouseCoopers) in New York, experience he often uses to add value to his clients’ transactions
• Serves as corporate counsel to entrepreneurs and individual investors in a number of industries, including hedge funds, financial services providers, auto dealerships, securities companies, architectural consulting, advertising, software and technology providers, law firms and other professional service providers
• Assists clients by drafting and negotiating key business documents, such as: limited liability company agreements, partnership agreements, stockholders agreements, executive employment agreements, severance agreements, stock-option plans and grant agreements and other corporate agreements
• Frequent lecturer and writer of numerous articles relating to LLCs, corporate governance and business transactions
- J.D. degree, Georgetown University Law Center; B.A. degree, Georgetown University
• Can be contacted at faciatto@venable.com
Brian O'Connor, Esq., Venable LLP
Brian J. O’Connor, Esq.
Co-chair, Tax and Wealth Planning Group
• Provides sophisticated tax and business advice to publicly traded and closely held businesses and their owners
• Focuses on foreign and domestic tax matters for partnerships, limited liability companies, C and S corporations, real estate investment trusts (REITs) and regulated investment companies (RICs)
• Adjunct professor at Georgetown University Law Center on partnership taxation and drafting partnership agreements
• Writer or co-writer of numerous articles relating to business entities and taxation in professional journals and trade publications
• Been selected for Legal 500/Domestic Tax, The Best Lawyers in America (for tax law, and tax controversy and litigation) and is one of only two Maryland attorneys listed in Who’s Who Legal: U.S.A. for Corporate Tax
• Before joining Venable, was an attorney advisor for the office of chief counsel for the Internal Revenue Service where he participated in high profile legislative projects, and drafted regulations and other published guidance relating to pass-through entities
• LL.M. degree in taxation, with distinction and the program's highest possible grade point average, Georgetown University Law Center; J.D. degree, Washington & Lee University
• Can be contacted at bjoconnor@venable.com
(Not available outside the US)