Total Credits: 3 CLE
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.
Chairs:
May Lu, Tiffany & Bosco PA
Jillian Bauman, Tiffany & Bosco PA
Faculty:
Matthew Engle, Gallagher & Kennedy PA
Scott Clouse, Henry + Horne
is a Shareholder at Tiffany & Bosco, P.A. She serves the transactional needs of businesses and their owners by assisting them with business formations of limited liability companies and corporations, sales and purchases of businesses/mergers and acquisitions, reorganizations (such as conversions sand domestications), recapitalizations, succession and exit planning strategies, general business planning, joint ventures, owner agreements such as operating agreements, buy-sell agreements, and shareholder agreements, and other commercial agreements. She also provides guidance to businesses concerning business divorce, disputes among owners, and related fiduciary duties. May is recognized by The Best Lawyers in America® for her work in Mergers and Acquisition Law, Closely Held Companies and Family Businesses Law, Business Organizations (including LLCs and Partnerships), Corporate Governance Law, and Corporate Law. She also has been recognized from 2012-2022 as a Super Lawyers Southwest Rising Star and in 2023 by AzBusiness Leaders in the areas of mergers and acquisitions, as well as in the areas of corporate counsel and mergers and acquisitions by the PHOENIX Magazine in 2023. May is the Co-Vice Chair of the Middle Market and Small Business Committee ("MMSB") of the American Bar Association's Business Law Section ("ABA") and is actively involved with the Short Form Model Acquisitions Agreement Joint Task Force of the ABA's Mergers and Acquisitions and MMSB Committees.
is a shareholder and business lawyer at Gallagher & Kennedy, P.A., in Phoenix, Arizona. Matt works with clients ranging from small startup companies to large publicly traded businesses. His practice includes mergers and acquisitions, business formation, corporate governance, commercial contracts, and securities law. Matt served on the Subcommittee of the State Bar of Arizona that drafted the 2018 revisions to Arizona's Limited Liability Company Act and on the Executive Council of the Business Section of the State Bar. Matt is co-author of "Arizona Limited Liability Company: Forms and Practice Manual," published by Data Trace Publishing. Matt earned his B.A. degree, cum laude, from Loyola Marymount University and his J. D. degree, magna cum laude, from the University of Nevada, Las Vegas.
