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2012

LLCs, LPs and Partnerships

Austin Jul 11*, 12-13, 2012 Four Seasons Hotel
*optional Wed Evening session
Conference Concluded
Video Replay: Dallas Sep 13-14, 2012 Belo Mansion
Conference Concluded
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Overview

Join leading business lawyers and academics at LLCs, LPs and Partnerships. The program provides great forms, model agreements, coverage of best practices for key clauses and provisions, and analyzes issues faced by practitioners.

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Event Schedule

Program is subject to change.
All times are Central Time Zone.

  • Day 1
  • Day 2
  • Day 3
  • Time
    Credit
    Subject
    Speaker
  • Day 1 Evening
    Presiding Officer:
    In Austin: Cliff Ernst, Graves Dougherty Hearon & Moody - Austin, TX
  • 4:15 pm
    Austin Only
    Registration Opens

  • 4:50 pm
    Austin Only
    Welcoming Remarks

  • 5:00 pm
    Austin Only
    2.00 hrs
    Primer: Nuts and Bolts of LLCs, LPs and Partnerships
    Overview and practical tips relating to entity formation, registration and governance. Includes one 15 minute break.

    Moderator:
    Cliff Ernst, Graves Dougherty Hearon & Moody - Austin, TX
    Panelists:
    Mollie H. Duckworth, Baker Botts L.L.P. - Austin, TX
    Panelists:
    Carmen I. Flores, Office of the Secretary of State - Austin, TX
    Panelists:
    Lorna S. Wassdorf, Office of the Secretary of State - Austin, TX

  • 7:15 pm
    Austin Only
    Adjourn Primer

  • Time
    Credit
    Subject
    Speaker
  • Day 2 Morning
    Presiding Officer:
    In Austin: Elizabeth S. Miller, Baylor Law School - Waco, TX
  • 8:00 am
    Registration Opens
    Includes continental breakfast.

  • 8:50 am
    Welcoming Remarks

  • 9:00 am
    Austin Only
    0.83 hr
    LLCs and Partnerships Case Law Update
    A survey of key recent Texas and federal cases involving LLCs and partnerships (including LLPs and limited partnerships). The presentation includes current developments with respect to piercing the veil of limited liability entities.

    Elizabeth S. Miller, Baylor Law School - Waco, TX

  • 9:50 am
    Austin Only
    0.50 hr
    Laying Out the Deal: Top Questions and Considerations in Developing and Drafting LLC Agreements
    This session covers a wide variety of business and legal issues clients encounter in connection with the negotiation and preparation of limited liability company agreements in the state of Texas, as well as other issues that may arise in connection with the formation, operations and possible winding up of these companies.

    Frank Z. Ruttenberg, Winstead PC - San Antonio, TX

  • 10:20 am
    Break

  • 10:35 am
    Austin Only
    0.75 hr
    2012 Choice of Jurisdiction Considerations: Texas vs. Delaware
    This presentation examines recent developments in the Texas and Delaware law related to unincorporated entities and the impact of these developments on the question of whether to form an entity in Texas or in Delaware.

    Cliff Ernst, Graves Dougherty Hearon & Moody - Austin, TX

  • 11:20 am
    Austin Only
    0.50 hr
    Compensatory Issues in LLC and LPs: Business, Tax and Drafting Issues
    Profit interests, incentive units, carried interests, options and self-employment taxes in partnerships and LLCs continue to be on "the frontier" in economic and tax treatment and results. This presentation covers the most recent and hottest issues in the area.

    Barbara Spudis de Marigny, KPMG - Houston, TX
    Robert R. Keatinge, Holland & Hart LLP - Denver, CO

  • 11:50 am
    Austin Only
    0.67 hr
    Franchise Tax: Answers and Opportunities
    Discussion of issues affecting non-corporate entities under the Texas franchise tax, including net distributive income, passive entity requirements and tiered partnership arrangements.

    Ray Langenberg, Scott, Douglass & McConnico, LLP - Austin, TX
    Janet Spies, Texas Tax Training and Consulting - Austin, TX

  • 12:30 pm
    Pick Up Lunch
    Included in conference registration.

  • Day 2 Afternoon
    Presiding Officer:
    In Austin: Frank Z. Ruttenberg, Winstead PC - San Antonio, TX
  • Luncheon Presentation

  • 12:45 pm
    Austin Only
    1.00 hr ethics
    Ethical Issues Representing Multiple Parties: Views from the Trenches—A Litigator and Transactional Lawyer Speak Up
    A discussion of ethical issues encountered in day-to-day practice including doing business with clients, confidentiality and conflict. Lots of questions, maybe a few answers.

    George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
    Claude E. Ducloux, Hill, Ducloux, Carnes & de la Garza - Austin, TX
    William D. Elliott, Attorney at Law - Dallas, TX

  • 1:45 pm
    Break

  • 2:00 pm
    Austin Only
    0.67 hr
    Capital Contributions, Funding, New Equity and Capital Calls: Transactional and Tax Considerations
    Discussion of the economic side of the transaction, including the sometimes surprising business and tax consequences of (1) initial contributions establishing the organization, (2) subsequent contributions by new members and partners, and (3) capital calls to existing members and partners, and what happens if they don't meet those obligations.

    Robert R. Keatinge, Holland & Hart LLP - Denver, CO

  • 2:40 pm
    Austin Only
    0.75 hr
    Raising Money: Securities Law Issues for General Business Lawyers
    A summary of various securities laws impacting and restricting capital raising activities for partnerships and LLCs, including important developments arising from the recent JOBS Act. Also included is a discussion of relevant SEC rules and some state securities law considerations.

    Adrienne Randle Bond, The Bond Law Firm PLLC - Houston, TX
    Daryl B. Robertson, Hunton & Williams LLP - Dallas, TX

  • 3:25 pm
    Break

  • 3:40 pm
    Austin Only
    1.00 hr
    Distributions, Profit and Loss Allocations and Tax Reimbursement Provisions
    This discussion focuses on how to draft the economic provisions of an organization agreement for a "flow-through" entity (an entity taxed as a partnership). How can the practitioner draft agreement that meets the expectations of the entity owners?

    Moderator:
    Cliff Ernst, Graves Dougherty Hearon & Moody - Austin, TX
    Panelists:
    Matthew S. Beard, Jackson Walker L.L.P. - Dallas, TX
    Panelists:
    Michael A. DePompei, Deloitte Tax - Washington, DC

  • 4:40 pm
    Austin Only
    0.75 hr
    Transfers of LLC and LP Interests Including Buy-Sell Agreements
    Transfers of an interest in an unincorporated entity are markedly different from transfers of corporate stock. This presentation addresses some of these distinctions.

    Thomas E. Rutledge, Stoll Keenon Ogden PLLC - Louisville, KY

  • 5:25 pm
    Adjourn

  • Time
    Credit
    Subject
    Speaker
  • Day 3 Morning
    Presiding Officer:
    George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
  • 8:00 am
    Austin Only
    Conference Room Opens
    Includes continental breakfast.

  • 8:30 am
    Austin Only
    0.50 hr
    Update from the Secretary of State's Office
    Filing tips from the Secretary of State.

    Lorna S. Wassdorf, Office of the Secretary of State - Austin, TX

  • 9:00 am
    Austin Only
    0.50 hr
    Death and Resurrection of LLCs and LPs: Managing (and Mismanaging) Voluntary and Involuntary Terminations and Reinstatements
    A discussion of how to navigate the maze of statutes relating to forfeiture and voluntary and involuntary termination, including how to determine what has happened to a forfeited or involuntarily terminated entity, what procedures to follow to reinstate an entity, and thorny issues that may haunt the entity after termination.

    Commentator:
    Carmen I. Flores, Office of the Secretary of State - Austin, TX
    Elizabeth S. Miller, Baylor Law School - Waco, TX

  • 9:30 am
    Austin Only
    0.75 hr
    0.42 hr ethics
    Governance, Indemnification, Fiduciary Duties and Voting: Strategic Considerations, Drafting Pitfalls and Best Practices
    A discussion of the strategic considerations and drafting issues, pitfalls and best practices when crafting an LLC or Partnership Agreement, dealing with the impact on the enterprise of governance and voting from a control and operational standpoint, and the potential impact from a risk vs. rewards standpoint of fiduciary duty and indemnification.

    George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
    Allen Sparkman, Sparkman & Foote LLP - Houston, TX

  • 10:15 am
    Austin Only
    Break

  • 10:30 am
    Austin Only
    0.75 hr
    LLC and Partnership Interests as Collateral: Current Practices, Issues and Pitfalls
    An LLC or partnership interest may be classified as either a "general intangible" or a "security" under the UCC. How the LLC or partnership interest is classified has significant implications and potential risks for lenders because that classification determines how the lender must perfect its security interest. This presentation explains the difference in perfection requirements and some consequences the lender should consider when taking a security interest in an LLC or partnership interest as collateral.

    William A. DeLoach III, Bell Nunnally & Martin LLP - Dallas, TX
    Nikki Hurst Gibson, Bell Nunnally & Martin LLP - Dallas, TX

  • 11:15 am
    Austin Only
    0.75 hr
    Some of the Best Family Limited Partnership and Family Limited Liability Company Estate Planning Ideas We See Out There (That Also Have the Merit of Playing Havoc With Certain "Conventional Wisdom")
    Includes some of the speaker’s favorite ideas including control ideas, reverse freezes, ideas to avoid a gift tax surprise, and synergistic planning ideas using other estate planning techniques such as sales to grantor trusts, contributions to grantor retained annuity trusts or charitable trusts.

    S. Stacy Eastland, Goldman, Sachs & Co. - Houston, TX

  • 12:00 pm
    Austin Only
    0.75 hr ethics
    Attorney Malpractice: Avoiding Traps and Honoring the Law
    A discussion of a number of ethical issues arising when drafting agreements for limited partnerships, LLCs and general partnerships with particular attention to the following questions: who is your client; did you meet your client; is your client a part of the investor group; to whom do you owe a fiduciary duty; whose files are they; with whom are you negotiating; and what types of drafting errors would a jury likely consider rise to the level of malpractice. Also included is a discussion of the attorney-client privilege and duty of confidentiality that apply to representation of these entities.

    Robert L. Tobey, Johnston Tobey, P.C. - Dallas, TX

  • 12:45 pm
    Austin Only
    Adjourn

  • Day 1 July 11, 2012
  • Day 2 July 12, 2012
  • Day 3 July 13, 2012
Download Schedule

Conference Faculty

Matthew S. Beard

Jackson Walker L.L.P.
Dallas, TX

Adrienne Randle Bond

The Bond Law Firm PLLC
Houston, TX

George W. Coleman

Bell Nunnally & Martin LLP
Dallas, TX

Barbara Spudis de Marigny

KPMG
Houston, TX

William A. DeLoach III

Bell Nunnally & Martin LLP
Dallas, TX

Michael A. DePompei

Deloitte Tax
Washington, DC

Mollie H. Duckworth

Baker Botts L.L.P.
Austin, TX

Claude E. Ducloux

Hill, Ducloux, Carnes & de la Garza
Austin, TX

S. Stacy Eastland

Goldman, Sachs & Co.
Houston, TX

William D. Elliott

Attorney at Law
Dallas, TX

Cliff Ernst

Graves Dougherty Hearon & Moody
Austin, TX

Carmen I. Flores

Office of the Secretary of State
Austin, TX

Nikki Hurst Gibson

Bell Nunnally & Martin LLP
Dallas, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Ray Langenberg

Scott, Douglass & McConnico, LLP
Austin, TX

Elizabeth S. Miller

Baylor Law School
Waco, TX

Daryl B. Robertson

Hunton & Williams LLP
Dallas, TX

Thomas E. Rutledge

Stoll Keenon Ogden PLLC
Louisville, KY

Frank Z. Ruttenberg

Winstead PC
San Antonio, TX

Allen Sparkman

Sparkman & Foote LLP
Houston, TX

Janet Spies

Texas Tax Training and Consulting
Austin, TX

Robert L. Tobey

Johnston Tobey, P.C.
Dallas, TX

Lorna S. Wassdorf

Office of the Secretary of State
Austin, TX

Planning Committee

George W. Coleman—Chair

Bell Nunnally & Martin LLP
Dallas, TX

John C. Ale

Skadden, Arps, Slate, Meagher & Flom LLP
Houston, TX

Mollie H. Duckworth

Baker Botts L.L.P.
Austin, TX

Cliff Ernst

Graves Dougherty Hearon & Moody
Austin, TX

Michael J. Esposito

The University of Texas School of Law
Austin, TX

Carmen I. Flores

Office of the Secretary of State
Austin, TX

William H. Hornberger

Jackson Walker L.L.P.
Dallas, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Elizabeth S. Miller

Baylor Law School
Waco, TX

Daryl B. Robertson

Hunton & Williams LLP
Dallas, TX

Sally A. Schreiber

Munsch Hardt Kopf & Harr, P.C.
Dallas, TX

Allen Sparkman

Sparkman & Foote LLP
Houston, TX

Kevin Thomason

Elliott & Thomason, LLP
Dallas, TX

Richard A. Tulli

Gardere Wynne Sewell LLP
Dallas, TX

Lorna S. Wassdorf

Office of the Secretary of State
Austin, TX

Thomas M. (Mike) Watson

Bissex & Watson, P.C.
West Lake Hills, TX

Credit Info

  • Austin
  • Dallas
MCLE Credit
Toggle view Texas – 13.50 hrs  |  2.00 hrs Ethics
Legal Specialization(s): Civil Trial Law, Estate Planning and Probate Law, Tax Law
You may claim your credit online in Your Briefcase, and UT Law CLE will report credit on your behalf to the State Bar of Texas. A Certificate of Attendance will be provided in Your Briefcase for your records. The system reports Texas CLE credit every Tuesday. If you are claiming credit in the last week of your birth month, self-report your CLE credit directly to the State Bar of Texas at texasbar.com, using the course number  provided on your certificate of attendance.
Toggle view California – 13.50 hrs  |  2.00 hrs Ethics
You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. UT Law CLE is required to provide the State Bar with electronic attendance records for any MCLE participatory activity within 60 days of completion of the activity. The California licensee is responsible for reporting their compliance/credit hours earned to the State Bar at the end of their reporting period directly to the State Bar of California at calbar.ca.gov.  UT Law CLE will maintain Attendance Records for four years.  
Other Credit
Toggle view TX Accounting CPE – 16.00 hrs
The University of Texas School of Law (Provider #250) live conferences are presumptively approved by The Texas State Board of Public Accountancy for Texas Accounting CPE credit based on a 50-minute credit hour. Approved for general CPE credit only.

At the conference, you are welcome to sign in on the Accounting CPE Record of Attendance form at the registration desk, but we are now reporting all credit online. You will receive a Texas Accounting Certificate of Completion in Your Briefcase. Self-report your CPE credit directly to TSBPA. UT Law CLE will maintain Attendance Records for four years.  

Contact us at accreditation@utcle.org if you have additional questions.
MCLE Credit
Toggle view Texas – 13.50 hrs  |  2.00 hrs Ethics
Legal Specialization(s): Civil Trial Law, Estate Planning and Probate Law, Tax Law
You may claim your credit online in Your Briefcase, and UT Law CLE will report credit on your behalf to the State Bar of Texas. A Certificate of Attendance will be provided in Your Briefcase for your records. The system reports Texas CLE credit every Tuesday. If you are claiming credit in the last week of your birth month, self-report your CLE credit directly to the State Bar of Texas at texasbar.com, using the course number  provided on your certificate of attendance.
Toggle view California – 13.50 hrs  |  2.00 hrs Ethics
You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. UT Law CLE is required to provide the State Bar with electronic attendance records for any MCLE participatory activity within 60 days of completion of the activity. The California licensee is responsible for reporting their compliance/credit hours earned to the State Bar at the end of their reporting period directly to the State Bar of California at calbar.ca.gov.  UT Law CLE will maintain Attendance Records for four years.  
Other Credit
Toggle view TX Accounting CPE – 16.00 hrs
The University of Texas School of Law (Provider #250) live conferences are presumptively approved by The Texas State Board of Public Accountancy for Texas Accounting CPE credit based on a 50-minute credit hour. Approved for general CPE credit only.

At the conference, you are welcome to sign in on the Accounting CPE Record of Attendance form at the registration desk, but we are now reporting all credit online. You will receive a Texas Accounting Certificate of Completion in Your Briefcase. Self-report your CPE credit directly to TSBPA. UT Law CLE will maintain Attendance Records for four years.  

Contact us at accreditation@utcle.org if you have additional questions.

Key Dates

Austin – Jul 11*, 12-13, 2012 – Four Seasons Hotel
*optional Wed Evening session
Conference Concluded
Video Replay: Dallas – Sep 13-14, 2012 – Belo Mansion
Conference Concluded
Buy
  • Austin
  • Dallas
Standard Registration
Last day for $530.00 Regular pricing: Jul 5, 2012

$580.00 for registrations received after this time

Green Registration - USB Key ONLY
Last day for $525.00 Regular pricing: Jul 5, 2012

$575.00 for registrations received after this time

Last day for cancellation (full refund): Jul 6, 2012

$50 processing fee applied after this date

Last day for cancellation: Jul 9, 2012
Standard Registration
Last day for $430.00 Regular pricing: Sep 5, 2012

$480.00 for registrations received after this time

Green Registration - USB Key ONLY
Last day for $425.00 Regular pricing: Sep 5, 2012

$475.00 for registrations received after this time

Last day for cancellation (full refund): Sep 7, 2012

$50 processing fee applied after this date

Last day for cancellation: Sep 10, 2012

Venue

speaker

Four Seasons Hotel

98 San Jacinto Boulevard
Austin, TX 78701-4082
512-478-4500 (reservations)
Map

Accommodations

$225.00 good through Jun 11, 2012

Parking Information

The Four Seasons offers valet parking for $14 during the day of the event and $31.40 for overnight guests. Limited daily self-parking is available for $12 during the day of the event.

speaker

Belo Mansion

2101 Ross Avenue
Dallas, TX
214.220.0239
Map

Parking Information

Dallas Bar members $4 self-parking per day; Non-Dallas Bar members $10 self-parking

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