Single Member LLCs: Avoiding Risks and Seizing Opportunities

Alexander R. Migliorini | Falcon Rappaport & Berkman LLP

Alexander Migliorini is an associate attorney in the Firm’s Corporate, Emerging Technologies, and Taxation Practice Groups. Holding a Master of Business Administration (MBA) together with his license to practice law, Alexander has the ability to better assist clients to achieve their business and legal objectives.

Before joining FRB, Alexander gained valuable experience at The Siegel Law Firm, P.C., and as a law clerk for the Honorable Jeffrey Brown of the Nassau County, New York State Supreme Court.

During his time at Hofstra Law, Alexander relaunched the Real Estate Law Association (RELA) where he served as the President. As a Business & Alumni Affairs Editor of the Journal of International Business & Law, Alexander published a note with the law journal relating to the GDPR’s effect on U.S. data privacy laws.

Samuel J. Brady | Falcon Rappaport & Berkman LLP

Sam is an associate with FRB’s Taxation Group. He focuses his practice on Taxation as it relates to Real Estate, Section 1031 and 1033 exchanges, Quality Opportunity Zone investments, Qualified Real Estate Professional issues, and corporate and partnership reorganizations. His tax controversy practice includes representing clients before the Internal Revenue Service, the New York State Department of Taxation and Finance, the New York City Department of Finance, and the North Carolina Department of Revenue.

While in law school, he participated in the Charlotte Center for Legal Advocacy Low-Income Taxpayer Clinic, where he assisted in the representation of clients before the North Carolina Department of Revenue and the IRS. He was also the Symposium Editor of the Wake Forest University School of Law Journal of Law & Policy.

Ira L. Blank | The Enterprise Law Group, LLC

Ira L. Blank is co-founder and managing member of The Enterprise Law Group, LLC. Particularly in the world of employment litigation, he helps business owners, including owners of single- member LLCs, mitigate the risk of personal liability. Mr. Blank has been in the transactional, advisory, and litigation trenches for decades. He holds a law degree from Washington University, a Master of Industrial and Labor Relations degree from Cornell University, and a B.S. in Commerce and Business Administration degree from University of Alabama.

Session I – Single-Member LLCs: Legal Risks, Tax Strategies, and Business Planning Essentials | 1:00pm – 2:00pm

• Pros and Cons of Choosing a SMLLC
• Best Practices for Formation and Operation of SMLLCs
• Tax-Efficient Structuring of a SMLLC
• Utilizing SMLLCs in 1031 Exchanges
• Asset Protection, Business Planning, and Fraudulent Transfers

Break | 2:00pm – 2:10pm

Session II – Single-Member LLCs in Litigation: Key Legal and Ethical Considerations | 2:10pm – 3:10pm

• Whether SMLLCs Have Fifth Amendment Protection
• SMLLCs in Litigation (Part 1): Personal, subject matter, and diversity jurisdiction
• SMLLCs in Litigation (Part 2): Piercing the LLC veil
• SMLLCS in Litigation (Part 3): Representation of the SMLLC; pleading; early motion practice; discovery; motion for summary judgment; whether a piercing-the-LLC-veil claim is for the judge or the jury to decide; trial; post-trial proceedings
• Ethics Issues in Advising Clients about SMLLC Issues and in Representing SMLLCS in Litigation