State Bar CLE: Anatomy of an Operating Agreement

Start Time: 1:30 p.m.
End Time: 4:45 p.m.
Location: State Bar of Arizona, Dan McAuliffe CLE Center

Matt Engle Corporate Lawyer

Join G&K attorney Matt Engle and May Lu of Tiffany Bosco for State Bar CLE on on Wednesday, November 9th.

Register here to attend the CLE in-person or webcast.

In-Person Workshop Details:
State Bar of Arizona
4201 N 24th Street -Dan McAuliffe CLE Center
Phoenix, AZ 85016-6266


There are currently over 1.3 million active limited liability companies (“LLCs”) in Arizona.  As a result, regardless of your practice area, you likely, at some point, will have to review provisions in an operating agreement for an LLC or the Arizona Limited Liability Company Act (“Act”) if there is no operating agreement or the operating agreement is silent on an issue covered by the Act.  This program will provide an overview of the categories of information usually included in an operating agreement and the default rules in the Act.  The panelists will discuss provisions within the operating agreement that are often subject to negotiations (and susceptible to disputes post-execution) among owners, including management and information rights, transferability restrictions, and buyout options upon certain triggering events.  In addition, the panelists will highlight potential pitfalls for the unwary drafters of operating agreements such as majority in interest language when there are two equal owners, protection of an LLC’s S-election, and valuation options in the event of buyout of an owner.



1:30 p.m. – 1:35 p.m.            Introduction
1:35 p.m. – 1:45 p.m.            Organizational Matters and Definitions
1:45 p.m. – 2:15 p.m.             Capital Accounts, Distributions and Allocations, Books and Records, and Tax Matters
2:15 p.m. – 2:50 p.m.             Management and Members
2:50 p.m. – 3:00 p.m.            Liability, Exculpation, and Indemnification

3:00 p.m. – 3:15 p.m.            Break

3:15 p.m. – 4:10 p.m.            Transfer of Interests
4:10 p.m. – 4:15 p.m.            Restrictive Covenants
4:15 p.m. – 4:20 p.m.            Dissolution
4:20 p.m. – 4:30 p.m.            Miscellaneous (Dispute Resolution, Governing Law and Venue, Notice, Consent of Spouse, and Representation by Counsel)

4:30 p.m. – 4:45 p.m.            Questions

Register here!

Learn more about the State Bar of Arizona.