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August 12, 2015

Michelle Quinn and Brian Gottesman Present “Rendering Third-Party Legal Opinions on LLC Status, Power, Action, Enforceability and Membership Interests”

Berger Harris partners Michelle Quinn and Brian Gottesman hosted a CLE webinar entitled “Rendering Third-Party Legal Opinions on LLC Status, Power, Action, Enforceability and Membership Interests.” The webinar, presented by Strafford Publications, Inc., was co-presented with Delaware attorney Steven Goldberg.

Strafford’s program description reads:

LLCs are now the business entity of choice for many companies—in Delaware alone there are approximately 700,000 LLCs. As LLC formation has become more prevalent, requests of counsel for third-party legal opinions addressing the validity, power and authority of LLCs as well as the enforceability of LLC agreements have increased. Since the release of the Supplemental TriBar LLC Opinion Report in 2011, attorneys are also being asked to prepare more third-party opinions concerning issuing LLC interests, admitting purchasers of LLC interests as members of the LLC, and the obligations and liabilities of purchasers of LLC interests.  Practitioners must be extremely diligent in drafting opinions on LLCs to ensure they are accurate, complete and defensible. Counsel preparing third-party opinions face potential liabilities if their opinion is defective and negligence can be proven. Listen as our authoritative panel with opinion practice experience explains best practices for drafting defensible third-party opinion letters on LLC status, power, action, enforceability and membership interests.

Berger Harris attorneys have extensive experience in rendering advice and legal opinions in a wide variety of transactions involving Delaware partnerships, limited liability companies, and statutory trusts, including investment fund, joint venture and structured finance transactions. Berger Harris attorneys have rendered opinions covering such issues as due formation, good standing, power and authority, and nondissolution under state law, authority to file bankruptcy, perfection under the UCC, substantive nonconsolidation and “true lease” issues under federal bankruptcy law.  Together with retired Delaware attorney Richard Levin, Michelle and Brian are the authors of “Third-Party Delaware Opinions for Structured Finance and Other Commercial Transactions,” previously published on the Business Law Basics blog.