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2014

LLCs, LPs and Partnerships

Austin Jul 10-11, 2014 Four Seasons Hotel
Conference Concluded

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Overview

LLCs, LPs and Partnerships, now in its 23rd year, features a distinguished faculty of practitioners and academics covering the latest developments in unincorporated entities. The program provides great forms, model agreements, coverage of best practices for key clauses and provisions, and analyzes issues faced by practitioners.

Gain insight on best practices and issues impacting practitioners—benefits and risks of Series LLCs; tax implications of Single-Member LLCs; creating and maintaining Family Limited Partnerships; practical application of the TBOC merger provisions; consequences of forfeitures and involuntary terminations; and the use of charging orders for LLCs and LPs
Hear the latest updates on federal and Texas case law, crowdfunding and the SEC’s new regulations, and tips from the Secretary of State
Learn how to draft key provisions: buy-sell provisions of LLCs and partnerships; a look at recent Texas and Delaware interpretations of duty waivers, exculpation and indemnification clauses
Earn 2.00 hours of legal ethics when the creation of multiple entities leads to liability and possible conflicts; and the popular Ethics Quiz with audience participation

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

Event Schedule

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

Day 1 July 10, 2014
Day 2 July 11, 2014

Time

Credit

Subject

Speaker
Thursday Morning, July 10, 2014
Presiding Officer:
George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
7:30 am

Registration Opens

Includes continental breakfast.
8:20 am

Welcoming Remarks
8:30 am

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.

Elizabeth S. Miller, Baylor Law School - Waco, TX
9:30 am

0.50 hr

Single-Member LLCs: Now You See It, Now You Don’t – Issues and Surprises in State Law and Tax Law

In most cases, a single-member LLC should be respected for state law purposes and disregarded for tax purposes. Learn the circumstances in which this is not true, some of the surprising tax consequences in going from a multiple-member LLC to a single-member LLC or vice versa, and the unique tax treatment of LLCs owned entirely by a husband and wife.

Robert R. Keatinge, Holland & Hart LLP - Denver, CO
Barbara Spudis de Marigny, McGuireWoods LLP - Houston, TX
10:00 am

Break
10:15 am

1.00 hr

Series LLCs: Benefits, Risks, Developments and Practice

Series LLCs are expanding beyond their securities funds origins into real estate, oil and gas and other businesses. Explore the alternate uses, critical structuring and drafting issues, plus recent Fifth Circuit developments highlighting the unresolved issues with series LLCs.

Adrienne Randle Bond, Fortitude Management Group, LLC - Houston, TX
R. Brent Clifton, Winstead PC - Dallas, TX
11:15 am

1.00 hr

Creating and Maintaining Family Limited Partnerships

Practical tips and discussion on recent developments in audits and case law related to the creation and maintenance of family limited partnerships, including determining when it is not feasible to create a partnership, advising clients on proper entity operation and optimizing partnership maintenance to avoid IRS attacks.

Stephanie Loomis-Price, Winstead PC - Houston, TX
12:15 pm

Pick Up Lunch

Included in registration.
Thursday Afternoon, July 10, 2014
Presiding Officer:
Elizabeth S. Miller, Baylor Law School - Waco, TX
Luncheon Presentation
12:35 pm

1.00 hr ethics

Too Many Entities

What effect does the creation of entities have on litigation, liability and conflicts?

Thomas H. Watkins, Husch Blackwell LLP - Austin, TX
1:35 pm

Break
1:50 pm

1.00 hr

Exploring the Flexibility Offered by the TBOC Merger Provisions

A merger is often thought of as changing multiple entities into one surviving entity. However, the TBOC merger provisions are unique and they permit other kinds of combinations, as well as divisions. The panel provides an overview of these flexible provisions and discusses practical applications, including filing tips. Also focuses on a divisive merger of an unincorporated entity—changing one partnership or LLC into multiple surviving entities. A review of forms and tax planning issues is included.

Moderator:
Cliff Ernst, Graves, Dougherty, Hearon & Moody - Austin, TX
Panelists:
Carmen I. Flores, Office of the Secretary of State - Austin, TX
Craig M. Bergez, Porter Hedges LLP - Houston, TX
2:50 pm

0.75 hr

Crowdfunding: How the Internet is Changing Securities Laws

Discussion of the current crowdfunding landscape, the SEC’s new crowdfunding regulations and the potential opportunities and liabilities for investors, issuers and portals.

Shawn M. Shillington, Drillinginfo - Austin, TX
Marshall M. Gandy, U.S. Securities and Exchange Commission - Fort Worth, TX
3:35 pm

Break
3:45 pm

0.75 hr

Charging Orders: The Misunderstood Theory vs. The Trenches of Litigation

Charging order protection is a major selling point for LLCs and LPs, but what does it really mean and how does it really work in practice? Explore the historical and theoretical underpinning of charging orders, as well as how they have been utilized in significant and hotly-contested litigation. The answers are likely not what you expect.

Jay Adkisson, Riser Adkisson LLP - Henderson, NV
4:30 pm

0.75 hr
0.25 hr ethics

Clawbacks of Partnership and LLC Distributions: Lessons from Large Law Firm Bankruptcies

How much protection can a partner in service expect with respect to distributions (whether called salaries, draws or otherwise) when the partnership goes into bankruptcy or a creditor of the partnership attempts to enforce a claim against the partnership by demanding repayment of distributions? Drawing upon the experience of some large law firm bankruptcies, this presentation discusses the tax issues and potential liability issues (and subsequent ethical considerations) presented by such claims.

Robert R. Keatinge, Holland & Hart LLP - Denver, CO
Allan B. Diamond, Diamond McCarthy LLP - Houston, TX
Andrew B. Ryan, Diamond McCarthy LLP - Dallas, TX
5:15 pm

Adjourn

Time

Credit

Subject

Speaker
Friday Morning, July 11, 2014
Presiding Officer:
Cliff Ernst, Graves, Dougherty, Hearon & Moody - Austin, TX
7:30 am

Conference Room Opens

Includes continental breakfast.
8:30 am

0.50 hr

Secretary of State Update

Filing tips, including administrative issues, from the Secretary of State.

Carmen I. Flores, Office of the Secretary of State - Austin, TX
9:00 am

0.75 hr

Tax Planning for LLC and Partnership 1031 Exchanges (aka "Drop & Swaps")

1031 exchanges involving partnerships or LLCs present special challenges to owners and their tax counsel. Some partners may want to cash out, while others may want to structure dispositions as 1031 exchanges either jointly or on a separate basis. Explore several techniques that exist to accomplish these divergent goals, learn the pros and cons of each—both from a tax and non-tax perspective.

Kevin Thomason, Elliott, Thomason & Gibson, LLP - Dallas, TX
Todd Keator, Thompson & Knight LLP - Dallas, TX
9:45 am

0.50 hr

The Walking Dead, Part II: Inadvertent Terminations of LLCs and LPs

Every year, thousands of entities are forfeited or involuntarily terminated by the Secretary of State. In many cases, those entities continue "business as usual" without realizing the significance of what has happened. A look at the consequences of forfeitures and involuntary terminations of LLCs and LPs, including how the rights and liabilities of the entity and its owners and governing persons are affected, and how it may impact third parties.

Elizabeth S. Miller, Baylor Law School - Waco, TX
10:15 am

Break
10:30 am

0.75 hr

LLC and Partnership "Pre-Nups": Drafting Buy-Sell Provisions

A discussion of buy-sell/redemption provisions to consider for inclusion in the governing documents of LLCs and partnerships, plus key issues and strategies for handling these provisions.

David Peter Dunning, Bourland, Wall & Wenzel, P.C. - Fort Worth, TX
Samuel D. Hamann, Bourland, Wall & Wenzel, P.C. - Fort Worth, TX
11:15 am

1.00 hr

Duty Waivers, Exculpation, and Indemnifications of Management of LLCs and LPs: Recent Developments in Delaware and Texas

A review of recent decisions from Delaware and Texas courts interpreting duties and contractual clauses purporting to modify or waive them. The discussion highlights modifications of fiduciary-type duties and Delaware's implied covenant of good faith and fair dealing, and how gaps in drafting can lead to possibly unexpected results.

John C. Ale, Southwestern Energy Company - Houston, TX
Melissa K. Stubenberg, Richards, Layton & Finger, P.A. - Wilmington, DE
12:15 pm

1.00 hr ethics

Truth or Consequences for Lawyers: An Audience Participation Ethics Quiz

An interactive quiz of various rules and ethics applications.

George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
Claude E. Ducloux, Hill, Ducloux, Carnes & de la Garza - Austin, TX
1:15 pm

Adjourn

Day 1 July 10, 2014
Day 2 July 11, 2014

Download Schedule

Conference Faculty

Jay Adkisson

Riser Adkisson LLP
Henderson, NV

John C. Ale

Southwestern Energy Company
Houston, TX

Craig M. Bergez

Porter Hedges LLP
Houston, TX

Adrienne Randle Bond

Fortitude Management Group, LLC
Houston, TX

R. Brent Clifton

Winstead PC
Dallas, TX

George W. Coleman

Bell Nunnally & Martin LLP
Dallas, TX

Barbara Spudis de Marigny

McGuireWoods LLP
Houston, TX

Allan B. Diamond

Diamond McCarthy LLP
Houston, TX

Claude E. Ducloux

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

David Peter Dunning

Bourland, Wall & Wenzel, P.C.
Fort Worth, TX

Cliff Ernst

Graves, Dougherty, Hearon & Moody
Austin, TX

Carmen I. Flores

Office of the Secretary of State
Austin, TX

Marshall M. Gandy

U.S. Securities and Exchange Commission
Fort Worth, TX

Samuel D. Hamann

Bourland, Wall & Wenzel, P.C.
Fort Worth, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Todd Keator

Thompson & Knight LLP
Dallas, TX

Stephanie Loomis-Price

Winstead PC
Houston, TX

Elizabeth S. Miller

Baylor Law School
Waco, TX

Andrew B. Ryan

Diamond McCarthy LLP
Dallas, TX

Shawn M. Shillington

Drillinginfo
Austin, TX

Melissa K. Stubenberg

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

Kevin Thomason

Elliott, Thomason & Gibson, LLP
Dallas, TX

Thomas H. Watkins

Husch Blackwell LLP
Austin, TX

Planning Committee

Cliff Ernst—Co-Chair

Graves, Dougherty, Hearon & Moody
Austin, TX

Elizabeth S. Miller—Co-Chair

Baylor Law School
Waco, TX

George W. Coleman—Chair Emeritus

Bell Nunnally & Martin LLP
Dallas, TX

John C. Ale

Southwestern Energy Company
Houston, TX

R. Brent Clifton

Winstead PC
Dallas, TX

Barbara Spudis de Marigny

McGuireWoods LLP
Houston, TX

Carmen I. Flores

Office of the Secretary of State
Austin, TX

Joanna Jefferson

The University of Texas School of Law
Austin, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Sally A. Schreiber

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

Gregory J. Smith

The University of Texas School of Law
Austin, TX

Kevin Thomason

Elliott, Thomason & Gibson, LLP
Dallas, TX

Lorna S. Wassdorf

Austin, TX

Credit Info

Austin

MCLE Credit

Texas – 12.25 hrs | 2.25 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.

California – 12.25 hrs | 2.25 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.

Ohio – 14.25 hrs | 2.25 hrs Ethics

You must claim and certify your credit online in Your Briefcase, you will then be provided a Certificate of Attendance for your records. UT Law CLE will report credit on your behalf to The Supreme Court of Ohio within 30 days after the conference.

Oklahoma – 14.50 hrs | 2.50 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

National Accounting CPE – 14.50 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.

Key Dates

Austin – Jul 10-11, 2014 – Four Seasons Hotel

Conference Concluded

Buy

Austin

Individual
Last day for $495.00 Regular pricing: Jul 2, 2014

$545.00 for registrations received after this time

Group 10% (5-9) (5 registrants minimum)
Last day for $445.00 Regular pricing: Jul 2, 2014

$495.00 for registrations received after this time

Group 20% (10+) (10 registrants minimum)
Last day for $400.00 Regular pricing: Jul 2, 2014

$450.00 for registrations received after this time

Last day for cancellation (full refund): Jul 3, 2014

$50 processing fee applied after this date

Last day for cancellation: Jul 7, 2014

Venue

Four Seasons Hotel

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

Accommodations

$229 room rate good through June 9, 2014 (subject to availability).

Reserving your room online? Please use the following corporate/promo code: UTLP0709.

Please note: online reservations can only be accepted for conference-related room nights (July 9-11, 2014). Please contact the Four Seasons Hotel Reservations Department directly at 512.685.8100 if you’d like to extend your stay.

Parking Information

$12 Event Daily; $16 Valet Daily; $32.50 Overnight Self-Parking or Valet.

2014

LLCs, LPs and Partnerships

Austin Jul 10-11, 2014 Four Seasons Hotel Conference Concluded

Buy

Related products: Materials

Overview

Event Schedule

Thursday Morning, July 10, 2014

Thursday Afternoon, July 10, 2014

Friday Morning, July 11, 2014

Conference Faculty

Jay Adkisson

John C. Ale

Craig M. Bergez

Adrienne Randle Bond

R. Brent Clifton

George W. Coleman

Barbara Spudis de Marigny

Allan B. Diamond

Claude E. Ducloux

David Peter Dunning

Cliff Ernst

Carmen I. Flores

Marshall M. Gandy

Samuel D. Hamann

Robert R. Keatinge

Todd Keator

Stephanie Loomis-Price

Elizabeth S. Miller

Andrew B. Ryan

Shawn M. Shillington

Melissa K. Stubenberg

Kevin Thomason

Thomas H. Watkins

Planning Committee

Cliff Ernst—Co-Chair

Elizabeth S. Miller—Co-Chair

George W. Coleman—Chair Emeritus

John C. Ale

R. Brent Clifton

Barbara Spudis de Marigny

Carmen I. Flores

Joanna Jefferson

Robert R. Keatinge

Sally A. Schreiber

Gregory J. Smith

Kevin Thomason

Lorna S. Wassdorf

Credit Info

MCLE Credit

Other Credit

Key Dates

Venue

Four Seasons Hotel

Accommodations

Parking Information

Stay in the loop with UT Law CLE

Austin Jul 10-11, 2014 Four Seasons Hotel
Conference Concluded