University of Texas Law logo Update your account
  • Sign in or Join Account and Briefcase
    Not a member yet? Sign up Forgot password?
  • Accredited CLE
    Live Conferences Studio Webcasts eConferences eCourses Hooked on CLE Answer Bar
  • Research & Self-Study
    Materials eLibrary
  • Subscriptions
    MCLE On-Demand and eLibrary
  • Browse by Practice Area
    Administrative Admiralty and Maritime Alternative Dispute Resolution Appellate - Civil and Criminal Bankruptcy Business Entities Civil Rights Construction Corporate Counsel Criminal Cybersecurity Elder Law and Guardianship Employment Entertainment and Sports Law Environmental Essentials Ethics Exempt Organizations / Nonprofits Family Government Enforcement / White Collar Crime Healthcare Immigration Insurance Intellectual Property / Patent Law International Law Practice Management Litigation M&A and Securities Oil, Gas and Energy Practice Skills Real Estate Renewable Energy School Self-Care Taxation Technology Technology for Lawyers Trusts and Estates / Probate Water
  • Search
  • Shopping Cart

What are you searching for?

Skip to main content
UT Law CLE logo
  • Overview /
  • Schedule /
  • Faculty /
  • Credit Info /
  • Key Dates /
  • Venue /
  • Sponsors
Register or Buy ticket icon Buy
Conference art
Artwork Details

2010

LLCs and Partnerships

Austin Jul 22-23, 2010 Four Seasons Hotel
Conference Concluded
Video Replay: Dallas Oct 14-15, 2010 Belo Mansion
Conference Concluded
Buy
Related products: Materials
Brochure thumbnail
Download Brochure (PDF)

Overview

Join leading business lawyers and academics at LLCs and Partnerships. The program provides great forms, model agreements, coverage of best practices for key clauses and provisions, as well as coverage of key issues faced by practitioners in today's economy—plus 2.00 hours ethics.

  • Buy

Event Schedule

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

  • Day 1
  • Day 2
  • Time
    Credit
    Subject
    Speaker
  • Thursday Morning, July 22, 2010
    Presiding Officer:
    In Austin: Elizabeth S. Miller, Baylor Law School - Waco, TX
  • 8:00 am
    Austin Only
    Registration Opens
    Includes continental breakfast.

  • 8:50 am
    Austin Only
    Welcoming Remarks

  • 9:00 am
    Austin Only
    0.75 hr
    LLC and Partnership Case Law Update: Key Recent Case Law Developments for Texas Practitioners
    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

  • 9:45 am
    Austin Only
    0.75 hr
    LLC vs. Limited Partnership: Where Are We Today with Choice of Entity?
    Practical considerations of current thinking, best practices and potential pitfalls in choice of entity discussions including operational, transactional and tax perspectives.

    Commentators:
    John C. Ale, Skadden Arps Slate Meagher & Flom LLP - Houston, TX
    J. Cary Barton, Barton, East & Caldwell, L.L.P. - San Antonio, TX
    Commentators:
    Ira A. Lipstet, DuBois, Bryant & Campbell, L.L.P. - Austin, TX

  • 10:30 am
    Austin Only
    Break

  • 10:45 am
    Austin Only
    0.75 hr
    Franchise Tax: 2009-2010 Overview and Update
    A discussion and transaction-based analysis of the key franchise tax—a.k.a. margin tax—issues currently facing LLCs and partnerships. Such key issues include analysis of the structures and issues raised in LLC or partnership acquisitions, the complications posed by combined reporting rules, and the due diligence necessary to avoid joint and several liability for taxes of affiliated entities and successor liability for acquired entities.

    Steven D. Moore, Jackson Walker L.L.P. - Austin, TX

  • 11:30 am
    Austin Only
    0.75 hr
    0.50 hr ethics
    Undoing Deals and Do-Overs: How Far Can You Go with Backdating, Adding Partners, Rescission and More?
    Backdating and rescinding transactions may be either perfectly permissable or may constitute fraud or even criminal conduct, depending on the circumstances. An attempted retroactive action may be effective or ineffective or may be effective in ways that the parties have not anticipated. A panel discussion of the legal, ethical and tax consequences of taking actions, modifying agreements or rescinding transactions retrospectively.

    Robert R. Keatinge, Holland & Hart LLP - Greenwood Village, CO
    Allen Sparkman, Sparkman Shaffer Perlick LLP - Houston, TX

  • Thursday Afternoon, July 22, 2010
    Presiding Officer:
    In Austin: George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX

  • Austin Only
    Luncheon Presentation

  • 12:15 pm
    Austin Only
    Pick up Box Lunch
    Included in conference registration fee.

  • 12:30 pm
    Austin Only
    1.00 hr ethics
    Navigating the Dangerous Waters of Multiple Party Representation in LLC and Partnership Deals
    Representation of multiple parties presents to the lawyer what the Texas Lawyers Insurance Exchange calls the “silent killer.” For the business lawyer forming, representing or terminating a business, the singularly common experience is representing multiple parties. This presentation reviews the key fact patterns and issues arising most often and provides helpful guidance for the lawyer walking through this minefield of ethical issues.

    George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
    William D. Elliott, Attorney at Law - Dallas, TX

  • 1:30 pm
    Austin Only
    Break

  • 1:45 pm
    Austin Only
    1.00 hr
    Bankruptcy Issues involving LLCs and Partnerships
    A practical guide for the non-bankruptcy expert on how to recognize and deal with bankruptcy issues in an LLC and partnership context. Questions addressed in this session include: Who may initiate a filing? What are typical preference issues in both entity and member/partner bankruptcies? What are the powers of the bankruptcy trustee in an LLC/partnership context, and to what extent can the rights of other members or partners be affected by a member or partnership bankruptcy? To what extent do the bankruptcy courts honor the separateness of owners and entities? The session closes with a discussion of fiduciary duties and ethics issues involving LLCs and partnerships on the verge of insolvency.

    James J. Wheaton, Troutman Sanders LLP - Virginia Beach, VA

  • 2:45 pm
    Austin Only
    0.75 hr
    0.25 hr ethics
    Recognizing and Avoiding State and Federal Securities Law Violations involving LLCs and Partnerships
    You shouldn't go through a cow pasture at night without a flashlight. Similarly, you shouldn't issue partnership and LLC interests without shining light on some important securities issues in order to avoid "messy" situations and focus instead on the correct, clean path to securities compliance. Important issues include: When is a partnership or LLC interest a security? What are the appropriate exemptions from registration and how do the Texas and federal exemptions fit together? Are there marketing issues to avoid? The session is designed to shine light on these and other important issues. Materials include a practice checklist and sample language.

    Materials By:
    Denise Voigt Crawford, Texas State Securities Board - Austin, TX
    John Robert Morgan, Austin, TX
    Rex S. Whitaker, Baird, Crews, Schiller & Whitaker, P.C. - Temple, TX

  • 3:30 pm
    Austin Only
    Break

  • 3:45 pm
    Austin Only
    0.50 hr
    Recapitalization Issues: Specific Strategic and Drafting Issues for Practitioners
    Issues to be considered in connection with a recapitalization of a partnership or LLC, including but not limited to, dilution events, change in voting rights or management, priorities of distribution, tax allocation and other related matters.

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

  • 4:15 pm
    Austin Only
    0.50 hr
    The View from the Secretary of State's Office
    Filing documents with the Secretary of State under the BOC.

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

  • 4:45 pm
    Austin Only
    0.58 hr
    Hot Topics and Emerging Issues involving LLCs and Partnerships
    A discussion of various emerging practice issues and trends, focusing on current or pending developments not covered in other presentations, such as L3C’s (low-profit LLCs), proposed federal legislation regarding beneficial ownership reporting, and various federal tax developments and proposals (including the economic substance doctrine, passive losses of LLC members, single-member LLC interests for gift and estate tax purposes, and the effect of health care reform on self-employment income).

    Moderator:
    Elizabeth S. Miller, Baylor Law School - Waco, TX
    Panelists:
    Steven G. Frost, Chapman & Cutler LLP - Chicago, IL
    Panelists:
    Robert R. Keatinge, Holland & Hart LLP - Greenwood Village, CO
    Panelists:
    James J. Wheaton, Troutman Sanders LLP - Virginia Beach, VA

  • 5:20 pm
    Austin Only
    Adjourn

  • Time
    Credit
    Subject
    Speaker
  • Friday Morning, July 23, 2010
    Presiding Officer:
    In Austin: George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
  • 8:00 am
    Conference Room Opens
    Includes continental breakfast.

  • 8:30 am
    Austin Only
    0.67 hr
    The Growing Importance of Series LLCs in Texas
    Texas now has series provisions that can be used to shield assets of one series from liabilities arising from the activities of another series. The panel explains what is and is not known about the operation of series and discusses the tax and business implications of the use of series in Texas.

    Steven G. Frost, Chapman & Cutler LLP - Chicago, IL
    Robert R. Keatinge, Holland & Hart LLP - Greenwood Village, CO

  • 9:10 am
    Austin Only
    0.75 hr
    Carry on as Usual? Addressing Carried Interest Issues While the Controversy Continues
    Congress has threatened for some time to require that carried interests generate ordinary income rather than capital gain. This session explores the changes that have been proposed—or provisions of new legislation if enacted—and discusses the industries affected and how we might plan for (or plan around) the potential changes in structuring our deals and their economics.

    Barbara Spudis De Marigny, Gardere Wynne Sewell LLP - Houston, TX
    Kevin Thomason, Thompson & Knight LLP - Dallas, TX

  • 9:55 am
    Austin Only
    0.83 hr
    Drafting Indemnification Provisions for LLCs and Partnerships
    An evaluation of the principles of indemnity, contribution and advancement of expenses in partnerships and LLCs as stand-alone entities. Issues regarding the multiple levels of indemnity and advancement of expenses arising from partnerships and LLCs as portfolio companies of PE firms are also considered.

    Peter Flocos, K&L Gates LLP - New York, NY
    D. Hull Youngblood Jr., K&L Gates LLP - Austin, TX

  • 10:45 am
    Break

  • 11:00 am
    Austin Only
    0.50 hr
    Fiduciary Duties involving LLCs and Partnerships
    A discussion of the current status under Texas case law of the duties of partners and limited partners to other partners and the partnership, and a discussion of Texas case law in which the possible duties of managers to the LLC and to the members are discussed.

    George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX

  • 11:30 am
    Austin Only
    0.75 hr
    Looking under the Hood of Charging Orders and Reverse Piercings involving LLCs and Partnerships
    The Texas LLC and limited partnership statutes clearly provide that a charging order may not be foreclosed and that the charging order is the exclusive remedy available to a member's or partner’s judgment creditor. But will this law apply to another state LLC or limited partnership (and its members or partners) doing business in Texas? The Texas foreclosure preclusion will place significant pressure on asset protection plans involving a single-member LLC where, outside bankruptcy, the member's creditors will seek LLC assets to satisfy the judgment, as in the Olmstead case pending in Florida.

    Carter G. Bishop, Suffolk University Law School - Washington, DC

  • 12:15 pm
    Austin Only
    0.75 hr
    0.25 hr ethics
    Family Limited Partnerships: Where Are We Now?
    Family Limited Partnerships have been hotly contested for some time and litigation continues with new theories and soon new statutory provisions. This talk is a practical discussion of the expected trends in FLP litigation and what you can do now to prepare your estate plans to weather examination.

  • 1:00 pm
    Adjourn

  • Day 1 July 22, 2010
  • Day 2 July 23, 2010
Download Schedule

Conference Faculty

John C. Ale

Skadden Arps Slate Meagher & Flom LLP
Houston, TX

J. Cary Barton

Barton, East & Caldwell, L.L.P.
San Antonio, TX

Carter G. Bishop

Suffolk University Law School
Washington, DC

George W. Coleman

Bell Nunnally & Martin LLP
Dallas, TX

Denise Voigt Crawford

Texas State Securities Board
Austin, TX

Barbara Spudis De Marigny

Gardere Wynne Sewell LLP
Houston, TX

William D. Elliott

Attorney at Law
Dallas, TX

Peter Flocos

K&L Gates LLP
New York, NY

Carmen I. Flores

Office of the Secretary of State
Austin, TX

Steven G. Frost

Chapman & Cutler LLP
Chicago, IL

Robert R. Keatinge

Holland & Hart LLP
Greenwood Village, CO

Ira A. Lipstet

DuBois, Bryant & Campbell, L.L.P.
Austin, TX

Elizabeth S. Miller

Baylor Law School
Waco, TX

Steven D. Moore

Jackson Walker L.L.P.
Austin, TX

John Robert Morgan

Austin, TX

Frank Z. Ruttenberg

Winstead PC
San Antonio, TX

Allen Sparkman

Sparkman Shaffer Perlick LLP
Houston, TX

Kevin Thomason

Thompson & Knight LLP
Dallas, TX

Lorna S. Wassdorf

Office of the Secretary of State
Austin, TX

James J. Wheaton

Troutman Sanders LLP
Virginia Beach, VA

Rex S. Whitaker

Baird, Crews, Schiller & Whitaker, P.C.
Temple, TX

D. Hull Youngblood Jr.

K&L Gates LLP
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

Barbara Spudis De Marigny

Gardere Wynne Sewell LLP
Houston, TX

Jeff Dorrill

Haynes and Boone, LLP
Dallas, TX

William D. Elliott

Attorney at Law
Dallas, 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
Greenwood Village, CO

Elizabeth S. Miller

Baylor Law School
Waco, TX

Daryl B. Robertson

Hunton & Williams LLP
Dallas, TX

Frank Z. Ruttenberg

Winstead PC
San Antonio, TX

Sally A. Schreiber

Munsch Hardt Kopf & Harr
Dallas, TX

Kevin Thomason

Thompson & Knight LLP
Dallas, TX

Richard A. Tulli

Gardere Wynne Sewell LLP
Dallas, TX

Lorna S. Wassdorf

Office of the Secretary of State
Austin, TX

Credit Info

  • Austin
  • Dallas
MCLE Credit
Toggle view Texas – 11.50 hrs  |  2.00 hrs Ethics
Legal Specialization(s): Estate Planning and Probate Law, Real Estate 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 – 11.50 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 – 13.00 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 – 11.50 hrs  |  2.00 hrs Ethics
Legal Specialization(s): Estate Planning and Probate Law, Real Estate 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 – 11.50 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 – 13.00 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 22-23, 2010 – Four Seasons Hotel
Conference Concluded
Video Replay: Dallas – Oct 14-15, 2010 – Belo Mansion
Conference Concluded
Buy
  • Austin
  • Dallas
Standard Registration
Last day for $495.00 Regular pricing: Jul 14, 2010

$545.00 for registrations received after this time

Business Law Section
Last day for $465.00 Regular pricing: Jul 14, 2010

$515.00 for registrations received after this time

Last day for cancellation (full refund): Jul 16, 2010

$50 processing fee applied after this date

Last day for cancellation: Jul 19, 2010
Standard Registration
Last day for $395.00 Regular pricing: Oct 6, 2010

$445.00 for registrations received after this time

Business Law Section
Last day for $365.00 Regular pricing: Oct 6, 2010

$415.00 for registrations received after this time

Last day for cancellation (full refund): Oct 8, 2010

$50 processing fee applied after this date

Last day for cancellation: Oct 11, 2010

Venue

speaker

Four Seasons Hotel

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

Accommodations

$219.00 good through Jun 21, 2010

Parking Information

Valet $15 per day non-overnight / $28.50 Ovenight Valet

speaker

Belo Mansion

2101 Ross Avenue
Dallas, TX
214.220.0239
Map

Parking Information

Self Parking $3 per day for Dallas Bar Members; $10 per day non-Dallas Bar members

Our Sponsors

Thank you to our sponsors! Click each logo below to learn more.

Download Sponsor Details Become a Sponsor
Become a Sponsor
Email UT Law CLE for more information on sponsoring an event.

Stay in the loop with UT Law CLE

Sign-Up Now  
Accredited CLE
Live Conferences
Studio Webcasts
eConferences
eCourses
Hooked on CLE
Answer Bar
Research & Self-Study
Materials
eLibrary

Subscriptions
MCLE On-Demand and eLibrary
Your UT Law CLE
Your Briefcase
Your Account
Your Cart
Redeem Your Code
Sign In or Join
About
Scholarships
Sponsorships
Speakers
Texas Law Resources
UT Law CLE
About Us
Our Volunteers
Terms of Use
Privacy Policy
Security
Help & Contact
FAQ
Contact Us
Facebook    LinkedIn    Youtube

© 2025 The University of Texas School of Law Continuing Legal Education | 512.475.6700 | Version 9.024

Back to top
More Information
Warning
Error
Warning
Please sign in to continue
Forgot Password   |  Create Account
Item has been added to your cart.

Item description

Checkout
Item has been added to your Briefcase.

Item description

Go to your Briefcase