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2013

LLCs, LPs and Partnerships

Austin Jul 11-12, 2013 Four Seasons Hotel
Conference Concluded
Video Replay: Dallas Oct 10-11, 2013 Belo Mansion
Conference Concluded
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Overview

LLCs, LPs and Partnerships, now in its 22nd year, features a distinguished faculty of practitioners and academics covering the latest developments in unincorporated entities.

  • Learn how to draft key provisions: fiduciary duties, exculpation and indemnification; cash distribution and tax allocation; and dissolution and liquidation and redemption of interests
  • Hear the latest updates: federal and Texas case law, federal tax developments, legislation from the 83rd Texas Legislature, and tips from the Secretary of State
  • Gain insight on best practices and issues impacting practitioners: entity formation: Texas versus Delaware, voluntary and involuntary terminations, Series LLCs opportunities and risks, LLC and partnership interest as collateral
  • Earn 2.50 hours of legal ethics: Dysfunctional Family Limited Partnerships, Duties and Dangers in Dealing with Non-Clients and the popular Ethics Jeopardy

Come a day early, in Austin only, for Wednesday evening’s Primer: Nuts and Bolts of LLCs, LPs and Partnerships—ideal for beginners or a great refresher for experienced practitioners.

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Event Schedule

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

  • Day 1
  • Day 2
  • Time
    Credit
    Subject
    Speaker
  • Thursday Morning, July 11, 2013
    Presiding Officer:
    In Austin: George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
  • 8:00 am
    Registration Opens
    Includes continental breakfast.

  • 8:35 am
    Welcoming Remarks

  • 8:45 am
    Austin Only
    1.00 hr
    Case Law Update
    A survey of recent key Texas and federal cases involving LLCs and partnerships, including LLPs and limited partnerships, and current developments with respect to fiduciary duties and piercing the veil of limited liability entities.

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

  • 9:45 am
    Austin Only
    0.75 hr
    Legislative Update
    An overview of non-tax legislation adopted in the 2013 Texas Legislature regular session affecting partnerships and LLCs, with particular emphasis on amendments to the Texas Business Organizations Code (BOC).

    Daryl B. Robertson, Hunton & Williams LLP - Dallas, TX
    Richard A. Tulli, Gardere Wynne Sewell LLP - Dallas, TX

  • 10:30 am
    Austin Only
    0.75 hr
    Federal Tax Developments Update
    Numerous changes to the Internal Revenue Code became effective January 1, 2013. Learn about the legislative, administrative and judicial developments impacting the taxation of partners and partnerships, including rate changes, carried interest proposals, self-employment tax and the impact of the new net investment income tax.

    Barbara Spudis de Marigny, McGuireWoods LLP - Houston, TX
    J. Dean Hinderliter, Locke Lord LLP - Dallas, TX

  • 11:15 am
    Pick Up Lunch
    Included in registration.

  • Thursday Afternoon, July 11, 2013
    Presiding Officer:
    In Austin: Professor Elizabeth S. Miller, Baylor Law School - Waco, TX
  • Luncheon Presentation

  • 11:35 am
    Austin Only
    1.00 hr
    The 83rd Texas Legislature: From Austin with Love
    The 2013 Texas Legislature commenced with a thawing in the Cold War that had existed between legislative factions seen in previous legislatures. But, as the session wore on...

    P. John Kuhl Jr., SKLaw - Houston, TX
    A. Val Perkins, Gardere Wynne Sewell LLP - Houston, TX

  • 12:35 pm
    Break

  • 12:45 pm
    Austin Only
    1.00 hr
    Choice of Jurisdiction: Texas vs. Delaware
    An examination of recent developments in 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, including key differences between the Texas and Delaware statutes governing unincorporated entities.

    Elisa Erlenbach Maas, Richards, Layton & Finger, P.A. - Wilmington, DE
    Daryl B. Robertson, Hunton & Williams LLP - Dallas, TX

  • Drafting
  • 1:45 pm
    Austin Only
    0.75 hr
    Drafting Fiduciary Duty and Exculpation Provisions
    This presentation discusses approaches to drafting partnership and LLC agreement provisions that establish the scope of fiduciary duties and liability exculpation applicable to officers, directors, managers, partners and members from the perspectives of Delaware law, Texas law and a publicly traded partnership, also known as a master limited partnership (MLP).

    Brett E. Braden, Latham & Watkins LLP - Houston, TX
    Elisa Erlenbach Maas, Richards, Layton & Finger, P.A. - Wilmington, DE

  • 2:30 pm
    Austin Only
    0.75 hr
    Drafting of Cash Distribution and Tax Allocation Provisions
    Cash distribution and tax allocation provisions are the economic heart of the partnership or company agreement, but can be confusing and filled with hidden traps. A pragmatic discussion of the main approaches to drafting them, with examples and anecdotes showing where the pitfalls and landmines hide.

    Kevin Thomason, Elliott & Thomason, LLP - Dallas, TX
    Christopher A. Cunningham, Christopher Alan Cunningham PLLC - Dallas, TX

  • 3:15 pm
    Break

  • 3:30 pm
    Austin Only
    0.50 hr
    Drafting for Dissolution and Liquidation and Redemption of Interests
    Examination of Operating Agreement provisions dealing with dissolution of the LLC and liquidation of the LLC or of a member's interest in the LLC, plus suggested strategies to reduce some of the stress of ending the LLC and steps to ensure the assets land where the members expect.

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

  • 4:00 pm
    Austin Only
    0.75 hr
    0.50 hr ethics
    Dysfunctional Family Limited Partnerships
    Family Limited Partnerships (FLPs) are one of the most popular tax and estate planning techniques used over the last few decades. When formed, internal conflicts are often not anticipated nor planned for. Nevertheless, FLPs represent real entities, and issues do arise in management, operations, distributions and withdrawals from these entities. In some cases, internal conflicts may even result in litigation. A discussion on the source of many conflicts and what lawyers can and probably should do to plan for them, including representation matters, ethical considerations and practical techniques for resolution of conflicts.

    Joel N. Crouch, Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P. - Dallas, TX
    Alan K. Davis, Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P. - Dallas, TX

  • 4:45 pm
    Austin Only
    1.00 hr ethics
    Duties and Dangers in Dealing with Non-Clients
    A discussion of ethical obligations and potential liabilities when dealing with non-clients in a variety of contexts. Ethical considerations in dealing with both represented and unrepresented parties, as well as third parties, are also discussed.

    Suzanne Raggio Westerheim, Suzanne R. Westerheim, Attorney-Mediator - Dallas, TX

  • 5:45 pm
    Adjourn

  • Time
    Credit
    Subject
    Speaker
  • Friday Morning, July 12, 2013
    Presiding Officer:
    In Austin: Carmen I. Flores, Office of the Secretary of State - Austin, TX
  • 8:00 am
    Conference Room Opens
    Includes continental breakfast.

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

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

  • 9:00 am
    Austin Only
    0.75 hr
    The Walking Dead: Inadvertent Terminations of LLCs and LPs
    A discussion of 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.

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

  • 9:45 am
    Austin Only
    0.75 hr
    Series LLCs: Opportunities and Risks
    Series LLCs were originally designed to deal with serial funds managed by a single investment advisor. Now that wider uses are becoming increasingly prevalent, practitioners must carefully consider appropriate usages and the "gotchas" that exist in drafting and using series LLCs. Both the advantages and the dangers of series arrangements are discussed.

    R. Brent Clifton, Winstead PC - Dallas, TX
    Tara C. DePompei, Tara DePompei PLLC - Dallas, TX

  • 10:30 am
    Break

  • 10:45 am
    Austin Only
    0.75 hr
    Update: LLC and Partnership Interests as Collateral
    An LLC or partnership interest may be classified as either a "general intangible" or a "security" under the Uniform Commercial Code (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. "Trey" DeLoach III, Bell Nunnally & Martin LLP - Dallas, TX
    Nikki Hurst Gibson, Bell Nunnally & Martin LLP - Dallas, TX

  • 11:30 am
    Austin Only
    1.00 hr ethics
    Ethics Jeopardy
    An interactive quiz of various rules and ethics applications.

    Claude E. Ducloux, Hill, Ducloux, Carnes & de la Garza - Austin, TX
    William D. Elliott, Elliott & Thomason, LLP - Dallas, TX

  • 12:30 pm
    Adjourn

  • Day 1 July 11, 2013
  • Day 2 July 12, 2013
Download Schedule

Conference Faculty

Brett E. Braden

Latham & Watkins LLP
Houston, TX

R. Brent Clifton

Winstead PC
Dallas, TX

Joel N. Crouch

Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P.
Dallas, TX

Christopher A. Cunningham

Christopher Alan Cunningham PLLC
Dallas, TX

Alan K. Davis

Meadows, Collier, Reed, Cousins, Crouch & Ungerman, L.L.P.
Dallas, TX

Barbara Spudis de Marigny

McGuireWoods LLP
Houston, TX

William A. "Trey" DeLoach III

Bell Nunnally & Martin LLP
Dallas, TX

Tara C. DePompei

Tara DePompei PLLC
Dallas, TX

Claude E. Ducloux

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

William D. Elliott

Elliott & Thomason, LLP
Dallas, TX

Nikki Hurst Gibson

Bell Nunnally & Martin LLP
Dallas, TX

J. Dean Hinderliter

Locke Lord LLP
Dallas, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

P. John Kuhl Jr.

SKLaw
Houston, TX

Elisa Erlenbach Maas

Richards, Layton & Finger, P.A.
Wilmington, DE

Professor Elizabeth S. Miller

Baylor Law School
Waco, TX

A. Val Perkins

Gardere Wynne Sewell LLP
Houston, TX

Daryl B. Robertson

Hunton & Williams LLP
Dallas, 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

Suzanne Raggio Westerheim

Suzanne R. Westerheim, Attorney-Mediator
Dallas, TX

Planning Committee

George W. Coleman—Chair

Bell Nunnally & Martin LLP
Dallas, TX

Professor Elizabeth S. Miller—Vice-Chair

Baylor Law School
Waco, TX

John C. Ale

Occidental Petroleum Corporation
Los Angeles, CA

William P. Bowers

Fulbright & Jaworski L.L.P.
Dallas, TX

R. Brent Clifton

Winstead PC
Dallas, TX

Barbara Spudis de Marigny

McGuireWoods LLP
Houston, TX

Mollie H. Duckworth

Baker Botts
Austin, TX

Cliff Ernst

Graves Dougherty Hearon & Moody
Austin, TX

Carmen I. Flores

Office of the Secretary of State
Austin, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Hollis L. Levy

The University of Texas School of Law
Austin, TX

Scott E. Ludwig

Bradley Arant Boult Cummings LLP
Huntsville, AL

Daryl B. Robertson

Hunton & Williams LLP
Dallas, TX

Sally A. Schreiber

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

Lorna S. Wassdorf

Office of the Secretary of State
Austin, TX

Credit Info

  • Austin
  • Dallas
MCLE Credit
Toggle view Texas – 12.00 hrs  |  2.50 hrs Ethics
Legal Specialization(s): Civil Trial 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 – 12.00 hrs  |  2.50 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.  
Toggle view Oklahoma – 14.00 hrs  |  3.00 hrs Ethics
You must claim and certify your credit online in Your Briefcase, then you will then be provided a Certificate of Attendance for your records. UT Law CLE will report credit on your behalf to the Oklahoma Bar Association within 30 days after the conference.
Other Credit
Toggle view National Accounting CPE – 14.00 hrs
The University of Texas School of Law is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.

Delivery Method: Group-Live (UT Law CLE is a provider of NASBA Group-Live credit only, which excludes online offerings. If you need Accounting credit in any state other than Texas, please review the self-reporting guidelines on the NASBA website to confirm your ability to self-report credit from the live webcast.)

To comply with NASBA Standards, attendees claiming CPE credit must sign in to verify attendance for each segment. Attendance sign-in sheets will be available at the registration desk. You will need your CPA license number to sign in. A CPE Certificate of Completion will be provided at the conclusion of the conference.

Reporting: CPAs are responsible for reporting CPE credits earned to their state's accountancy board, and must retain appropriate documentation of their participation in learning activities. Visit your state’s reporting website for more information or www.nasba.org.
Toggle view TX Accounting CPE – 14.00 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 – 12.00 hrs  |  2.50 hrs Ethics
Legal Specialization(s): Civil Trial 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 – 12.00 hrs  |  2.50 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.  
Toggle view Oklahoma – 14.00 hrs  |  3.00 hrs Ethics
You must claim and certify your credit online in Your Briefcase, then you will then be provided a Certificate of Attendance for your records. UT Law CLE will report credit on your behalf to the Oklahoma Bar Association within 30 days after the conference.
Other Credit
Toggle view National Accounting CPE – 14.00 hrs
The University of Texas School of Law is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.

Delivery Method: Group-Live (UT Law CLE is a provider of NASBA Group-Live credit only, which excludes online offerings. If you need Accounting credit in any state other than Texas, please review the self-reporting guidelines on the NASBA website to confirm your ability to self-report credit from the live webcast.)

To comply with NASBA Standards, attendees claiming CPE credit must sign in to verify attendance for each segment. Attendance sign-in sheets will be available at the registration desk. You will need your CPA license number to sign in. A CPE Certificate of Completion will be provided at the conclusion of the conference.

Reporting: CPAs are responsible for reporting CPE credits earned to their state's accountancy board, and must retain appropriate documentation of their participation in learning activities. Visit your state’s reporting website for more information or www.nasba.org.
Toggle view TX Accounting CPE – 14.00 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, 2013 – Four Seasons Hotel
Conference Concluded
Video Replay: Dallas – Oct 10-11, 2013 – Belo Mansion
Conference Concluded
Buy
  • Austin
  • Dallas
Individual
Last day for $495.00 Regular pricing: Jul 8, 2013

$545.00 for registrations received after this time

Group 10% (5-9) (5 registrants minimum)
Last day for $450.00 Regular pricing: Jul 8, 2013

$500.00 for registrations received after this time

Group 20% (10+) (10 registrants minimum)
Last day for $400.00 Regular pricing: Jul 8, 2013

$450.00 for registrations received after this time

Last day for cancellation (full refund): Jul 5, 2013

$50 processing fee applied after this date

Last day for cancellation: Jul 8, 2013
Individual
Last day for $395.00 Regular pricing: Oct 4, 2013

$445.00 for registrations received after this time

Group 10% (5-9) (5 registrants minimum)
Last day for $360.00 Regular pricing: Oct 4, 2013

$410.00 for registrations received after this time

Group 20% (10+) (10 registrants minimum)
Last day for $320.00 Regular pricing: Oct 4, 2013

$370.00 for registrations received after this time

Last day for cancellation (full refund): Oct 4, 2013

$50 processing fee applied after this date

Last day for cancellation: Oct 7, 2013

Venue

speaker

Four Seasons Hotel

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

Accommodations

$225.00 good through Jun 13, 2013
Reserve your room online.

Parking Information

$12 Event Self-Parking; $14 Event Valet Parking and $32.50 overnight. 

speaker

Belo Mansion

2101 Ross Avenue
Dallas, TX
214.220.0239
Map

Parking Information

$4 per day for Dallas Bar Members; $10 per day for Non-Dallas Bar members (subject to availability)

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