Hot topics in LLCs: WY DAO LLC, entity type taxation, current operating issues, and ethics

Jonathan Bench
Robert Lamb
Micah J. Stewart
Michael J. Gorby
James A. Doppke, Jr.
Jonathan Bench | Harris Bricken
Robert Lamb | Polsinelli
Micah J. Stewart | LaPorte CPAs & Business Advisors
Michael J. Gorby | Gorby, Peters & Associates LLC
James A. Doppke, Jr. | Robinson Stewart Montgomery & Doppke LLC

Live Video-Broadcast: October 6, 2022

Hot topics in LLCs: WY DAO LLC, entity type taxation, current operating issues, and ethics

$245.00 5 hour CLE

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Program Summary

Session I – What's a WY DAO LLC? Decentralized Autonomous Organizations – Jonathan Bench and Robert Lamb

A DAO (decentralized autonomous organization) is an online community that uses blockchain technology to function and transact toward a specific purpose or mission (e.g. an investment, global community service, or sending one lucky DAO member to the moon).

In DAOs there are no hierarchies and no central control. DAOs also have no corporate form and therefore no bylaws, operating agreements, contribution agreements, or subscription agreements. The rules of investing and participating, as for cryptocurrencies, are set out on a blockchain in smart contracts, which contain some key terms but rarely track existing corporate laws.
DAOs that fail to implement optimal structural integrations risk being treated as unintentional partnerships complete with joint and several liability for all DAO participants and an inability to enforce any of its contracts with the outside world.

Like cryptocurrencies and blockchains, DAOs are inherently borderless and involve people and organizations across the globe, requiring legal expertise that also extends beyond national borders.
In 2021, Wyoming became the first U.S. state to attempt to provide more legal certainty to DAOs. Other states followed, and international jurisdictions are also vying for the coveted title of most crypto-friendly jurisdiction.

Key topics to be discussed:

  • Blockchain Basics
  • What is a DAO?
  • What Problems are DAOs Attempting to Solve?
  • How are DAOs Organized?
  • What are the Legal Issues with DAOs?
  • What are the Functional Issues with DAOs?
  • WY DAO LLC Act
  • Other DAO Structural Solutions
    • Domestic
    • International
  • Concluding Thoughts and Q&A

Session II – Tax Planning Updates – Micah J. Stewart

Join the experienced tax planning attorney Micah Stewart as he brings up an overview of: Updated choice of entity taxation for Limited Liability Companies, including the “Check-the-Box” rules, and preferred entity type for different industries with a focus on upcoming changes related to the upcoming expiration of certain provisions in the Tax Cuts and Jobs Act.

Key topics to be discussed:

  • Updated choice of entity taxation for Limited Liability Companies
  • “Check-the-Box” rules
  • Preferred entity type for different industries
  • Provisions in the Tax Cuts and Jobs Act

Session III – Current Operating Issues: Data Security, Transfer of Interests, Members' Rights and Asset Protection and the Latest State Case Law – Mike Gorby

Join the experienced attorney Mike Gorby while he gives you an overview of Current Operating Issues- Data Security, Transfer of Interests, Members’ Rights.

Key topics to be discussed:

  • Data Security
  • Rights of Consumers under CCPA
  • Ensuring Compliance with Data Privacy Law
  • CCPA Enforcement
  • FTC’s Role and Oversight
  • Digital Assets and Cryptocurrency Transaction Reporting
  • Transfer of Interests Rules
  • Members Rights and Dissolution / Termination
  • Asset Protection and Case Law

Session IV – Legal ethics precepts and common pitfalls – Jim Doppke

In this course, we will examine basic legal ethics precepts and common pitfalls, and the best ways to address both using the Model Rules of Professional Conduct. Attendees will learn about the kinds of systems they can implement in order to best avoid common ethical problems; technological tools that can assist them in implementing ethical best practices; and what to do if the disciplinary authority comes knocking.

Key topics to be discussed:

  • Avoiding conflicts of interest
  • Client communication – best practices
  • Withdrawing from representation
  • Recent legal tech – risks and benefits

This course is co-sponsored with myLawCLE.

Date / Time: October 6, 2022

  • 11:00 am – 4:40 pm Eastern
  • 10:00 am – 3:40 pm Central
  • 9:00 am – 2:40 pm Mountain
  • 8:00 am – 1:40 pm Pacific

 

Closed-captioning available

Speakers

Jonathan Bench_Harris Bricken_FedBarJonathan Bench | Harris Bricken

Jonathan Bench is chair of Harris Bricken’s corporate practice group and managing attorney of the firm’s Salt Lake City office, where he helps public and private companies with international and domestic business transactions. His clientele includes companies from Asia, Europe, the Middle East, Africa, and the Americas. Jonathan has worked and consulted in the U.S., Asia, and South America and is fluent in Chinese and Cantonese. He is also on the board of directors for World Trade Center Utah.

He regularly counsels business owners and presents to national and global trade organizations regarding international business transactions, particularly foreign direct investment. Jonathan is also an emerging expert in the fast-moving and complex Web3 ecosystem, including decentralized autonomous organizations (DAOs), decentralized finance (defi), cryptocurrencies, coins and tokens, including non-fungible tokens (NFTs), and smart contracts. He has worked on wide-ranging blockchain projects involving DAO communities, NFT artists and studios, blockchain developers, metaverse companies, and celebrity brand influencers.

In his spare time, Jonathan enjoys spending time with his wife Mary Ann and their five children, exploring the outdoors, practicing Hapkido, learning guitar, and working on his Spanish.

 

Robert B. Lamb_Harris Bricken_myLawCLERobert Lamb | Polsinelli

Robert Lamb is a corporate transactional attorney with a specific focus on international trade finance, joint venture structures, and cross-border and domestic M&A. He has represented clients on deals involving some of the best-known brands and innovative concepts and technologies in the world. Over the last twenty years he has traveled extensively, lived and practiced in remote corners of the globe, and represented clientele from Asia, Europe, the Americas, and the Middle East. Robert is fluent in Mandarin Chinese.

As a finance attorney, Robert has recently adapted to clients’ demands and needs in the fintech and blockchain space. He is quickly becoming an expert on all matters relating to decentralized finance and lending his well-established expertise in offshore formation and entity strategy to blockchain investment. Already well versed, with deep expertise in anti-money laundering (AML) compliance, know-your-customer (KYC), and foreign (offshore) regulatory adaptation, Robert is applying these skill sets and knowledge base to benefit his decentralized finance and blockchain clients.

When he is not working, Robert enjoys travel, baseball, and literature. He has five children who are following their father’s passion for exotic travel and challenging new languages.

 

Micah-J.-Stewart_LaPorte-CPAs-&-Business-Advisors_FedBarMicah J. Stewart | LaPorte CPAs & Business Advisors

ABOUT MICAH

Micah has experience in tax planning for partnerships, S corporations, corporations, individuals, gratuitous transfers, trusts, and estates. He also has an extensive background in international tax planning. Micah leads the firm’s efforts in timely legislative and regulatory guidance and presents numerous seminars to the firm’s clients and professional organizations. He also is the lead in the firm’s tax planning as it relates to cryptocurrencies. Micah’s engagements include business and tax planning for national and international companies and assistance with reorganization, merger, and acquisition tax issues. In addition, he is an adjunct professor at the Louisiana State University Paul M. Hebert Law Center.

Prior to joining LaPorte, Micah was an associate attorney for a large regional law firm where he concentrated his efforts on tax planning for families and businesses and in the field of tax incentive planning. He was previously a manager at a Big Four accounting firm in New Orleans where he focused on international taxation and general business planning. Micah began his professional career in 2005 and joined LaPorte in 2011.

INTERNATIONAL TAX SERVICES

Micah has experience with a variety of international tax issues from both an inbound and outbound perspective. He also has experience with treaty analysis. Micah advises foreign investors on choice of entity and other areas of tax planning. In addition, he consults with clients on international mergers and acquisitions, international reorganizations, and Subpart F planning.

TRANSACTION ADVISORY SERVICES

Micah is the tax leader of the firm’s Transaction Advisory Services Group. He has deep experience in mergers and acquisitions from both the buy and sell side. Micah’s goal is to optimize transaction tax results for his clients. He has experience in debt restructuring, tax deferral strategies for investors and developers. While investors and developers may have different ownership interests, Micah assists them both in order to achieve their goals from a tax advantageous perspective.

EDUCATION AND CERTIFICATIONS

  • Bachelor of Arts in Political Science, Loyola University New Orleans
  • Master of Laws in Taxation, Levin College of Law, University of Florida
  • Juris Doctorate, Loyola University New Orleans, School of Law

PROFESSIONAL AND CIVIC AFFILIATIONS

  • American Bar Association
  • Louisiana Association of Business and Industry, Committee on Taxation, Member
  • Louisiana State Bar Association
  • Louisiana State University Paul M. Hebert Law Center, Adjunct Professor
  • Louisiana Art & Science Museum, Board Member
  • Louisiana Lighthouse, Advisory Board Member

PRESENTATIONS

  • Louisiana Bar Association
  • “Update on the Consolidated Appropriations Act of 2021.” April 2021
  • “How the Coronavirus Aid, Relief, and Economic Security (CARES) Act will Impact You: A First Look.” April 2020
  • “Coronavirus Aid, Relief, and Economic Security (CARES) Act: Updated Guidance.” April 2020
  • South Louisiana Bank, Webinar, “Coronavirus Aid, Relief, and Economic Security (CARES) Act: Updated Guidance.” April 2020
  • Construction Financial Management Association (CFMA) “Creating a Business Succession Plan.” October 2019 and December 2019 “Creating a Business Succession Plan.” October 2013 “Tax Planning Strategies for the Affordable Care Act and State and Federal Tax Law Changes Update.” August 2013 “The Patient Protection and Affordable Care and the Health Care and Education and Reconciliation Acts of 2010.” March 2013
  • “Tax Cuts and Jobs Act”
  • · Baton Rouge CPA Society, September 2018
  • · NOLA Estate Planning, January 2018
  • Houston Metropolitan Chamber of Commerce, “2017 Tax Update.” December 2017
  • ASA Houston joint presentation with Bowen Miclette & Britt Insurance Agency, Andrews & Myers PC, “Complying with the Affordable Care Act… Your First Order of Business for 2013.” January 2013
  • Council of Petroleum Accountants Societies (COPAS), “The Patient Protection and Affordable Care and the Health Care and Education and Reconciliation Acts of 2010.” May 2013
  • Property One, “Tax Planning for 2013.” January 2013
  • Society of Louisiana CPAs, “Sunset of the 2001 Economic Growth and Tax Relief Reconciliation Act (EGTRRA) and the 2003 Jobs and Growth Tax Relief Reconciliation Act (JGTRRA).” November 2012

ARTICLES

  • New Orleans CityBusiness, “Could Louisiana’s new pass-through entity tax help lower your individual taxes?” July 19 – August 1, 2019, Co-author
  • https://laporte.com/knowledgecenter
  • “Senate Passes H.R. 7010 that Amends PPP.” June 2020
  • “SBA Releases Additional Guidance on PPP Loan Forgiveness.” May 2020
  • “IRS Releases Guidance on PPP-Related Deductions.” May 2020
  • “CARES Act 2.0, Main Street Lending Program, and Additional Guidance on All PPP Loans.” April 2020
  • “Updated COVID-19 Guidance.” April 2020
  • “CARES Act: Updated Guidance from LaPorte CPAs & Business Advisors.” March 2020
  • “How the CARES Act Will Impact You: A First Look.” March 2020

 

Michael-J.-Gorby_Gorby,-Peters-&-Associates-LLC_FedBarMichael J. Gorby | Gorby, Peters & Associates LLC

Mike Gorby has tried hundreds of cases and handled thousands of matters for corporations and individuals across the United States throughout his three- decade legal career. Mike’s practice focuses on Insurance Coverage Disputes, Commercial Litigation and Liability for Owners and Managers of Property. He is also a certified mediator.

Mike is a passionate teacher. He’s chaired the Premises Liability Seminar for the Institute of Continuing Legal Education of Georgia (now a Division of the Georgia State Bar) for over twenty years. He is a frequent speaker for state and national legal education programs including ICLE, the National Business Institute and the Georgia Tech Procurement Assistance Center (GTPAC), which helps businesses identify, compete for, and win government contracts.

Mike is the author of Premises Liability in Georgia, which was originally published by Thomson-Reuters® in 1998 and which is now in its Second Edition. Mike is a graduate of the University of Georgia School of Law. Before attending law school, Mike served as an Artillery Officer with the U.S. Army.

Mike is rated AV-Preeminent ® (the highest level of professional excellence) by the Lexis-Nexis Peer Review Ratings™ system, and has been selected as a Super Lawyers® by the Thomson Reuters® peer review system.

 

James-A.-Doppke,-Jr._Robinson-Stewart-Montgomery-&-Doppke-LLC_FedBarJames A. Doppke, Jr. | Robinson Stewart Montgomery & Doppke LLC

JAMES A. DOPPKE, JR. is a partner in the Chicago firm of Robinson, Stewart, Montgomery & Doppke, LLC. He concentrates his practice in professional responsibility issues of all kinds, including disciplinary defense and bar admissions. He also consults with clients on numerous ethical issues, including business or firm formation and multijurisdictional practice. Jim was Senior Counsel for the Illinois Attorney Registration and Disciplinary Commission from 1999 to 2013. There, he handled the investigation and prosecution of numerous attorney misconduct matters, trying many cases to their conclusion.

He has also participated in presenting many MCLE- and PMCLE-accredited programs on legal ethics issues, including a series of presentations on the ethics of e-discovery. Prior to working for the ARDC, Jim worked for three years a staff attorney at the Will County Legal Assistance Program, representing indigent clients in housing, consumer, and family law matters. Jim is a graduate of Loyola University Chicago School of Law, and he received his B.A. from the University of Notre Dame.

Agenda

Session I – What’s a WY DAO LLC? Decentralized Autonomous Organizations | 11:00am – 12:00pm

  • Blockchain Basics | 11:00am – 11:05am
  • What is a DAO? | 11:05am – 11:10am
  • What Problems are DAOs Attempting to Solve? | 11:10am – 11:15am
  • How are DAOs Organized? | 11:15am – 11:20am
  • What are the Legal Issues with DAOs? | 11:20am – 11:25am
  • What are the Functional Issues with DAOs? | 11:25am – 11:30am
  • WY DAO LLC Act | 11:30am – 11:35am
  • Other DAO Structural Solutions | 11:35am – 11:50am
    • Domestic
    • International
  • Concluding Thoughts and Q&A | 11:50am – 12:00pm

Break | 12:00pm – 12:10pm

Session II – Tax Planning Updates | 12:10pm – 1:50pm

  • Updated choice of entity taxation for Limited Liability Companies | 12:10pm – 12:40pm
  • “Check-the-Box” rules | 12:40pm – 1:10pm

Break | 1:10pm – 1:20pm

  • Preferred entity type for different industries | 1:20pm – 1:35pm
  • Provisions in the Tax Cuts and Jobs Act | 1:35pm – 1:50pm

Session III – Current Operating Issues: Data Security, Transfer of Interests, Members’ Rights and Asset Protection and the Latest State Case Law | 1:50pm – 3:30pm

  • Data Security | 1:50pm – 1:55pm
  • Rights of Consumers under CCPA | 1:55pm – 2:00pm
  • Ensuring Compliance with Data Privacy Law | 2:00pm – 2:05pm
  • CCPA Enforcement | 2:05pm – 2:10pm
  • FTC’s Role and Oversight | 2:10pm – 2:15pm
  • Digital Assets and Cryptocurrency Transaction Reporting | 2:15pm – 2:20pm

Break | 2:20pm – 2:30pm

  • Transfer of Interests Rules | 2:30pm – 2:35pm
  • Members Rights and Dissolution / Termination | 2:35pm – 2:40pm
  • Asset Protection and Case Law | 2:40pm – 3:30pm

Break | 3:30pm – 3:40pm

Session IV – Legal ethics precepts and common pitfalls | 3:40pm – 4:40pm

  • Avoiding conflicts of interest | 3:40pm – 3:55pm
  • Client communication – best practices | 3:55pm – 4:10pm
  • Withdrawing from representation | 4:10pm – 4:25pm
  • Recent legal tech – risks and benefits | 4:25pm – 4:40pm