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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Thursday, January 6, 2022

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE webinar will discuss the formation and structuring of series LLCs and examine the issues and risks lenders face in loan transactions involving series LLCs, including UCC Article 9, the Bankruptcy Code, and treatment of series LLCs under state statutes.

Faculty

Gene Wolf
Partner
Kemp Smith, LLP

Mr. Wolf is a partner in the Corporate and Business Department a member of the Management Committee. A native El Pasoan, he began as an associate in 1991 practicing primarily in the areas of securities, business and tax law. Mr. Wolf was promoted to partner in 1997 with practice emphasis on tax, estate and business planning.

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Rachael Browndorf
Attorney
Norton Rose Fulbright LLP

Ms. Browndorf focuses her practice on representing family offices, funds and financial institutions in connection with fund formations and their ongoing operations, investment due diligence, private equity and debt transactions, cross-border structuring and investment adviser regulations. She also advises clients on the development and regulation of financial services and products in the FinTech sector. This includes private and public token offerings, cryptocurrency, smart contracts, blockchain and other disruptive technologies for both start-ups and global financial institutions. Ms. Browndorf also has experience advising financial institutions on custody and trading solutions for digital assets and related regulatory issues in the FinTech space. 

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Description

Some people say that a "series" is similar to a subsidiary of the LLC. Perhaps the closest analog is a single LLC with different divisions or lines of business. A series is not a separate legal entity. The series LLC structure segregates the assets and liabilities of each series. Any given series' debts, liabilities, and obligations may be enforced only against those particular series assets and not those of any other series or the LLC itself.

There is increasing interest in series LLCs among private equity sponsors and other market participants. Each series can have different investors--with varying investment strategies, business purposes, and commitment periods--within a structure that offers flexibility and efficiencies in the documentation, administration, and filing costs. In recent years an increasing number of series have been utilized for real estate and other investments, in contexts far from the regulated investment fund and captive insurance company applications historically using these structures.

Financing and enforceability concerns persist. About half of the states in the U.S. plus D.C. have statutes authorizing the formation of series LLCs. Still, it is unclear whether a court in one state will honor the internal liability shields of a series LLC formed in another state. The treatment of a series in bankruptcy is mostly untested. UCC perfection against the financed assets of a series has also been a concern, except for Delaware series LLCs due to recent amendments to the Delaware LLC statute that allow for registered series.

Listen as our authoritative panel of practitioners analyzes the pros and cons of utilizing series LLCs, the potential issues lenders face when dealing with series LLCs, and the steps lenders can take to mitigate some risks.

Outline

  1. Structuring a series LLC
    1. What is "series"?
    2. Liability shields
    3. Entity status
    4. Governance considerations
    5. Issues faced by lenders and potential solutions
  2. Series and UCC Article 9
    1. Identifying the debtor with rights in the collateral
    2. Issues with UCC filings against series
    3. Delaware's amendments to address UCC and other issues
  3. Series LLCs and the Bankruptcy Code
    1. Can a series be a debtor in bankruptcy?
    2. Will liability shields be respected in bankruptcy?
  4. Closing opinions for series of LLCs
    1. Salient differences in opining on series rather than LLCs
    2. How Delaware's amendments address opinion issues
    3. Inherent limitations

Benefits

The panel will review these and other noteworthy topics:

  • Establishing internal shields
  • Will internal shields be respected in other states?
  • Series are not entities