INTRODUCTION

I.    SEMINAR VIDEO

Attorney John Cunningham is a nationally known LLC practitioner and scholar. For more than 20 years, he has been teaching highly acclaimed seminars on LLC law, tax and practice to bar associations, CPA societies, law firms, accounting firms and business groups nationwide. Law firms for which he taught seminars before devoting himself full-time to writing his Wolters Kluwer LLC book (discussed below) include Skadden Arps Meagher & Flom, Steptoe & Johnson, Nutter, McClennen & Fish, Patton Boggs (now called Squire Patton Boggs), Pepper Hamilton and Wilson Sonsini Goodrich & Rosati.

Mr. Cunningham teaches in person and via Skype. For details concerning his seminars, see the two-minute video below, in which he discusses his teaching goals and approaches.

II.    JOHN CUNNINGHAM'S LLC SEMINARS-GENERAL INTRODUCTION

LLC law, tax and practice are complex. For business people forming new businesses, for individuals and families engaged in asset protection planning, and for their lawyers and accountants, LLCs offer substantial legal and tax opportunities. However, they can also involve substantial risks. For lawyers, these may include, in extreme cases, risks of malpractice.

John Cunningham is an LLC lawyer with the northern New England law firm of McLane, Middleton, P. A. He chairs the committee that drafted the New Hampshire Revised Limited Liability Company Act and that regularly updates that act. He is the principal author of Drafting Limited Liability Company Operating Agreements, the leading U.S. LLC formbook and practice manual, published by Wolters Kluwer Law & Business. He serves as LLC consultant for WealthCounsel, a national association of 3,500 estate planners. For a detailed account of his professional activities and achievements, please click here.

Mr. Cunningham teaches authoritative but reasonably priced seminars nationwide on a broad range of LLC issues. These issues are listed in Part VI of this text. His seminars are customized to take account of the unique needs and interests of attendees and of the LLC acts relevant to them. His most recent bar association seminars have included one-day seminars on LLC formation practice and LLC tax for the bar associations of the states of Oklahoma, Arkansas and Utah.

At all of his seminars, Mr. Cunningham distributes extensive seminar materials, including LLC model operating agreements. For a table of contents of the materials for the above Oklahoma and Arkansas seminars on LLC formation practice, click here. For a table of contents of the seminar materials for his intensive one-day introduction to LLC tax for non-tax lawyers, click here. For the seminar outline and exhibits for a seminar he recently taught for New Hampshire accountants on the U.S. Treasury Department Entity Classification Regulations, click here.

Mr. Cunningham’s LLC seminars routinely receive outstanding attendee evaluations. For written evaluations by the attendees of the above seminar for the Oklahoma Bar on LLC formation practice, click here.

Mr. Cunningham’s seminars are generally half-day or whole-day seminars. However, he is also available to teach one- or two-hour seminars on specific legal topics and to consult informally about these topics with legal and accounting firms.

Mr. Cunningham does not personally provide CLE or CPE credits for his seminars for legal and accounting firms. However, these credits are available even for small firms under applicable CLE and CPE rules in many states, and Mr. Cunningham assists in the accreditation process.

 

III.    JOHN CUNNINGHAM'S IN-HOUSE LLC SEMINARS FOR LAW FIRMS

The basis for Mr. Cunningham’s tailored in-house seminars for law firms and the source of the model operating agreements and other documents that he provides to law firms in connection with these seminars is Drafting Limited Liability Company Operating Agreements. This book contains chapters, exhibits, forms and other practice tools that address all significant substantive and procedural issues in LLC formation practice, including ethical issues.

The manner in which Mr. Cunningham teaches in-house seminars to law firms varies from firm to firm and depends on each firm’s unique preferences. Some firms prefer a traditional seminar format of formal lectures. Others prefer a more firm-specific and interactive approach. In a fairly typical scenario illustrating the latter approach:

  • Mr. Cunningham meets (usually by phone but sometimes in person) with each partner and associate of the firm who handles or would like to handle LLC work for the firm’s clients to discuss their LLC knowledge, know-how and experience.
  • He evaluates the model operating agreements and other forms and practice tools that the firm uses in its LLC practice and he provides the firm on a tailored basis with the forms and other practice tools that he thinks it will need in order to improve this practice.
  • He provides instruction in the key steps in the LLC formation process, as set forth in Exhibit 1-1 of Drafting Limited Liability Company Operating Agreements. Please click here for a copy of this exhibit.
  • He provides a non-technical overview of the LLC federal tax issues generally relevant to forming LLCs and drafting LLC operating agreements and with instruction in critical federal LLC tax authorities. These include the Check-the-Box Regulations and Internal Revenue Service Proposed Regulation § 1.1402(a)-2 (the proposed regulation in which the IRS has set forth its current audit guidelines concerning the Self-Employment Tax liabilities of members of multi-member LLCs taxable as partnerships).
  • He addresses other LLC legal and tax topics as requested by the firm. A detailed list of these topics is set forth in Part VI of this website.
 

IV.    JOHN CUNNINGHAM'S IN-HOUSE LLC SEMINARS FOR LEGAL DEPARTMENTS

Mr. Cunningham’s approach in teaching tailored in-house seminars for legal departments is essentially the same as for law firms. However, his seminars for legal departments focus on topics of special interest to the legal departments in question, such as how to draft operating agreements for corporate joint ventures, for bankruptcy-remote single-purpose LLCs and for use in specialized financings.

 

V.    JOHN CUNNINGHAM'S IN-HOUSE LLC SEMINARS FOR ACCOUNTING FIRMS

Mr. Cunningham's approach in teaching tailored in-house LLCs seminars for accounting firms is generally the same as for law firms and legal departments. However, his seminars for accounting firms usually involve discussions of only the more basic issues of LLC law and relatively intensive and technical discussions of LLC tax. For an overview of the topics that he typically address in these seminars, click here.

 

VI.    SEMINAR TOPICS

The following are representative of the topics on which Mr. Cunningham has taught LLC seminars in recent years:

  1. Best practices in drafting LLC operating agreements
  2. Forming Delaware LLCs
  3. Tax issues in forming LLCs—intensive introduction for non-tax lawyers
  4. The Check-the-Box Regulations—their practical significance for LLC lawyers and accountants
  5. Protecting LLC members from Social Security Taxes-Internal Revenue Code Subchapter S and Prop. Reg. § 1.1402(a)-2
  6. Non-tax choice of entity-choosing between LLCs and non-LLC entities on non-tax grounds
  7. Federal income tax choice of entity—sole proprietorship taxation vs. Subchapters C, S and K
  8. Planning, negotiating and drafting provisions on key issues in multi-member LLC operating agreements—provisions addressing financial, dissociation, buy-sell, fiduciary, dissolution and dispute resolution issues
  9. Converting state-law business corporations and other non—LLC entities to LLCs-law, tax, practice
  10. Professional conduct issues in forming LLCs
  11. LLCs and asset protection—LLC statutory liability shields, charging order provisions and pick-your-partner provisions
  12. Delaware series LLCs
  13. Restructuring business entities and business groups to save taxes and improve business asset protection
  14. How multi-member LLCs can exploit the unique federal income tax benefits of partnership taxation—an intensive overview for non-tax lawyers
Most of the above topics are addressed in detail in one or more of the 50 chapters of Drafting Limited Liability Company Operating Agreements. However, Mr. Cunningham has also taught seminars on various other topics addressed in these chapters. Click here for a current Drafting Limited Liability Company Operating Agreements table of chapters.

 

VII.    CLIENT SERVICES BY JOHN CUNNINGHAM

Mr. Cunningham also provides LLC client services to individuals and entities, including law firms and corporate legal departments. These services include LLC formations and the conversion of non-LLC entities to LLCs.

 

VIII.    JOHN CUNNINGHAM'S LLC WEBSITES

In addition to this website, John Cunningham maintains a website on developments in LLC law at http://www.cunninghamonoperatingagreements.com/ and a website on developments in LLC tax at http://llcsforaccountants.com/. He regularly publishes current updates in these websites.

 

IX.    CONTACT INFORMATION FOR JOHN CUNNINGHAM

For further information about Mr. Cunningham's seminars, please call him at (603) 856-7172 or e-mail him at lawjmc@comcast.net.