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2015

LLCs, LPs and Partnerships

Austin Jul 9-10, 2015 Four Seasons Hotel
Conference Concluded

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Overview

LLCs, LPs and Partnerships, now in its 24th 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.

Hear the latest updates on federal and Texas case law: bills passed in the 2015 Texas Legislature, including changes to the Texas Margin Tax, the latest federal tax developments, and tips from the Secretary of State.
Review sample forms and learn tips for drafting key provisions: basic forms and model company agreements for simple LLCs, provisions for limited partnerships and LLCs and what is often overlooked and more.
Gain insight on best practices and issues impacting practitioners: liability issues for managers, general partners and other agents in LLCs, the impact of Ritchie on remedies of minority owners, consequences of an LLC member filing for bankruptcy, the use of “tax partnerships” in the oil patch and more.
Earn 2.50 hours of legal ethics including an interactive presentation on ethics in spotting and resolving conflict issues with George W. Coleman and Claude E. Ducloux; plus The Complete Professional: Effective Interactions with Courts, Clients, Counsel and Colleagues with Michael P. Maslanka.

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 9, 2015
Day 2 July 10, 2015

Time

Credit

Subject

Speaker
Thursday Morning, July 9, 2015
Presiding Officer:
Lorna S. Wassdorf, Austin, 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

0.75 hr

2015 Texas Legislation Update

A summary of bills passed in the 2015 Texas Legislature affecting business entities in Texas, with particular emphasis on amendments to the Texas Business Organizations Code, LLCs and partnerships.

Daryl B. Robertson, Hunton & Williams LLP - Dallas, TX
10:15 am

Break
10:30 am

1.00 hr

Top Ten Gotchas in Drafting LLC and Limited Partnership Agreements

An overview of often ignored or overlooked items when drafting partnership and company agreements for Texas general, limited partnerships and limited liability companies, plus recommendations for solutions—including sample provisions—for dealing with these items, including those related to governance, economic terms and exit strategies.

Moderator:
Cliff Ernst, Graves, Dougherty, Hearon & Moody - Austin, TX
Panelists:
Paige Ingram Castañeda, Winstead PC - Houston and San Antonio, TX
Trenton Hood, Naman, Howell, Smith & Lee, PLLC - Waco, TX
11:30 am

0.75 hr

Model Company Agreements for Simple LLCs

When one or two individuals want to set up a Texas limited liability company, where can practitioners turn for a form of company agreement? Hear a discussion of basic forms of operating agreements for limited liability companies, including a single-member company, a member-managed company with multiple members and a manager-managed company with multiple members.

Cliff Ernst, Graves, Dougherty, Hearon & Moody - Austin, TX
Elizabeth S. Miller, Baylor Law School - Waco, TX
12:15 pm

Pick Up Lunch

Included in registration.
Thursday Afternoon, July 9, 2015
Presiding Officer:
Elizabeth S. Miller, Baylor Law School - Waco, TX
Luncheon Presentation
12:35 pm

1.00 hr ethics

The Complete Professional: Effective Interactions with Courts, Clients, Counsel and Colleagues

Being a lawyer requires multi-faceted dealings with several groups, each with its own needs. Get a closer look at the constituencies attorneys service and how best to professionally interact with each, with lessons drawing from a variety of resources from the latest in cognitive theory to the works of Shakespeare.

Michael P. Maslanka, FisherBroyles, LLP - Dallas, TX
1:35 pm

Break
1:50 pm

0.75 hr

Partnership by Ambush: Lessons from ETP v. Enterprise Products

Can companies effectively disclaim the existence of a joint venture or partnership and the fiduciary duties they entail under current Texas law? What is the likelihood that the $319 million jury verdict against Enterprise Products will be overturned on appeal? If not, what steps should companies take in their preliminary agreements and subsequent conduct to minimize the risk of liability for alleged breach of fiduciary duties?

N. Scott Fletcher, Jones Day - Houston, TX
2:35 pm

0.75 hr

Liability Issues for Managers, General Partners, and other Agents

Analyze liability issues for managers of LLCs, partners in LLCs and agents acting on behalf of principals for damages resulting from actions. Hear a discussion of the efficacy of statutory language, the liability of managers, partners, or agents for damages resulting from actions taken in their official capacities; and the economic loss rule which prevents recovery for negligence when the duty breached is a contractual duty (and harm incurred is a result of failure of purpose of contract).

Allan G. Donn, Willcox & Savage - Norfolk, VA
Robert R. Keatinge, Holland & Hart LLP - Denver, CO
3:20 pm

Break
3:30 pm

0.75 hr

Remedies of Minority Owners Post Ritchie

After the Texas Supreme Court radically altered 25 years of Texas law on shareholder rights in close corporations, minority owners must be creative and vigilant at protecting their investments. Hear practical tips for minimizing risk and litigation options that remain available.

Ladd A. Hirsch, Diamond McCarthy LLP - Dallas, TX
Jason Paul Fulton, Diamond McCarthy LLP - Dallas, TX
4:15 pm

1.00 hr
0.50 hr ethics

Clawback Liability of Law Firm Partners and LLC Members: Lessons From the Largest Law Firm Bankruptcies

The largest law firm bankruptcies shine a spotlight on individual partner and LLC member clawback liability for distributions received during insolvency. Most recently, the Dewey trustee established "strict liability" for such distributions under New York law. Review the current litigation and both types of claims asserted by bankruptcy trustees of failed law firms and the defenses invoked by the former partners and LLC members caught in their nets.

Michael Fishel, Diamond McCarthy LLP - Houston, TX
Christopher R. Murray, Diamond McCarthy LLP - Houston, TX
5:15 pm

Adjourn

Time

Credit

Subject

Speaker
Friday Morning, July 10, 2015
Presiding Officer:
Cliff Ernst, Graves, Dougherty, Hearon & Moody - Austin, TX
7:30 am

Conference Room Opens
8:30 am

0.50 hr

Secretary of State Update

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

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

1.00 hr

The Consequences of an LLC Member Filing Bankruptcy

When an LLC member files for bankruptcy, a number of issues arise including the enforceability of applicable non-bankruptcy law, LLC transfer restrictions and whether the operating agreement is an executory contract. Explore these consequences in the context of both a single-member LLC as well as a multi-member LLC.

Jay Adkisson, Riser Adkisson LLP - Henderson, NV
Carter G. Bishop, Suffolk University Law School - Boston, MA
10:00 am

0.50 hr

I Didn’t Know That! Pass-through Tax News You Can Use

A quick run through of the latest federal tax developments affecting LLC and partnership structures by providing multiple three minute talking points to use in discussing tax strategies with your clients. Stump your friends and amaze your clients with an arsenal of pass-through tax tidbits.

Barbara Spudis de Marigny, McGuireWoods LLP - Houston, TX
R. Brent Clifton, Winstead PC - Dallas, TX
10:30 am

Break
10:45 am

0.50 hr

Texas Margin Tax Update

Review material changes to the Texas margin tax resulting from the 2015 Texas Legislature, recent court decisions and Texas Comptroller hearings, with a focus on practical application and impacts for flow-through legal entities in common business structures.

Steven D. Moore, Jackson Walker L.L.P. - Austin, TX
11:15 am

1.00 hr

Use of Partnerships in the Oil Patch

So-called “tax partnerships” are very common in the oil patch. However, they are partnerships for tax purposes only and not for state law purposes. Understand the reasons for these tax partnerships and the traps and pitfalls that arise from their use.

R. David Wheat, Thompson & Knight LLP - Dallas, TX
12:15 pm

1.00 hr ethics

Ethics and Issue Spotting

Test your issue spotting skills in developing solutions to conflict issues, confidential information disclosure issues, loyalty issues, lateral hire issues and other matters. How do you avoid the questions, “Are you kidding? How did you let that happen?"

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 9, 2015
Day 2 July 10, 2015

Download Schedule

Conference Faculty

Jay Adkisson

Riser Adkisson LLP
Henderson, NV

Carter G. Bishop

Suffolk University Law School
Boston, MA

Paige Ingram Castañeda

Winstead PC
Houston and San Antonio, 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 G. Donn

Willcox & Savage
Norfolk, VA

Claude E. Ducloux

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

Cliff Ernst

Graves, Dougherty, Hearon & Moody
Austin, TX

Michael Fishel

Diamond McCarthy LLP
Houston, TX

N. Scott Fletcher

Jones Day
Houston, TX

Carmen I. Flores

Office of the Secretary of State
Austin, TX

Jason Paul Fulton

Diamond McCarthy LLP
Dallas, TX

Ladd A. Hirsch

Diamond McCarthy LLP
Dallas, TX

Trenton Hood

Naman, Howell, Smith & Lee, PLLC
Waco, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Michael P. Maslanka

FisherBroyles, LLP
Dallas, TX

Elizabeth S. Miller

Baylor Law School
Waco, TX

Steven D. Moore

Jackson Walker L.L.P.
Austin, TX

Christopher R. Murray

Diamond McCarthy LLP
Houston, TX

Daryl B. Robertson

Hunton & Williams LLP
Dallas, TX

R. David Wheat

Thompson & Knight LLP
Dallas, TX

Planning Committee

Cliff Ernst—Co-Chair

Graves, Dougherty, Hearon & Moody
Austin, TX

Elizabeth S. Miller—Co-Chair

Baylor Law School
Waco, TX

Jay Adkisson

Riser Adkisson LLP
Henderson, NV

John C. Ale

Southwestern Energy Company
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

Mollie H. Duckworth

Baker Botts
Austin, TX

Carmen I. Flores

Office of the Secretary of State
Austin, TX

Ladd A. Hirsch

Diamond McCarthy LLP
Dallas, TX

Joanna Jefferson

The University of Texas School of Law
Austin, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Daryl B. Robertson

Hunton & Williams LLP
Dallas, TX

Sally A. Schreiber

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

Kevin Thomason

Elliott, Thomason & Gibson, LLP
Dallas, TX

Lorna S. Wassdorf

Austin, TX

Credit Info

Austin

MCLE Credit

Texas – 12.25 hrs | 2.50 hrs Ethics
Legal Specialization(s): Bankruptcy Law, 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 | 2.50 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.

Oklahoma – 14.50 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

IRS Enrolled Agent – 14.50 hrs

The University of Texas School of Law is an IRS Approved Continuing Education (CE) Provider for Return Preparers and Enrolled Agents. Attendees claiming IRS CE credit must sign in with your Preparer Tax Identification Number (PTIN) to verify attendance. Attendance sign-in sheets will be available at the registration desk. A Certificate of Completion with the program number will be provided at the conclusion of the conference to keep for your records.

Reporting: UT Law will report credit to the IRS on your behalf. For programs that occur during the first nine months of the year, credit will be reported on a quarterly basis (by March 31, June 30, and September 30). For programs that occur during the fourth quarter (October 1 - December 31), credit will be reported within ten (10) days of the last day of the conference. UT Law CLE will maintain Attendance Records for four years.

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.

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 9-10, 2015 – Four Seasons Hotel

Conference Concluded

Buy

Austin

Individual
Last day for $525.00 Regular pricing: Jul 1, 2015

$575.00 for registrations received after this time

Group (5 registrants minimum)
Last day for $475.00 Regular pricing: Jul 1, 2015

$525.00 for registrations received after this time

Group (10 registrants minimum)
Last day for $420.00 Regular pricing: Jul 1, 2015

$470.00 for registrations received after this time

Last day for cancellation (full refund): Jul 3, 2015

$50 processing fee applied after this date

Last day for cancellation: Jul 6, 2015

Venue

Four Seasons Hotel

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

Accommodations

$229 room rate good through June 8, 2015 (subject to availability).

Reserving your room online? Please use the following corporate/promo code: UTPAR0708.

Please note: online reservations can only be accepted for conference-related room nights (July 8-10, 2015). 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.

2015

LLCs, LPs and Partnerships

Austin Jul 9-10, 2015 Four Seasons Hotel Conference Concluded

Buy

Related products: Materials

Overview

Event Schedule

Thursday Morning, July 9, 2015

Thursday Afternoon, July 9, 2015

Friday Morning, July 10, 2015

Conference Faculty

Jay Adkisson

Carter G. Bishop

Paige Ingram Castañeda

R. Brent Clifton

George W. Coleman

Barbara Spudis de Marigny

Allan G. Donn

Claude E. Ducloux

Cliff Ernst

Michael Fishel

N. Scott Fletcher

Carmen I. Flores

Jason Paul Fulton

Ladd A. Hirsch

Trenton Hood

Robert R. Keatinge

Michael P. Maslanka

Elizabeth S. Miller

Steven D. Moore

Christopher R. Murray

Daryl B. Robertson

R. David Wheat

Planning Committee

Cliff Ernst—Co-Chair

Elizabeth S. Miller—Co-Chair

Jay Adkisson

John C. Ale

R. Brent Clifton

George W. Coleman

Barbara Spudis de Marigny

Mollie H. Duckworth

Carmen I. Flores

Ladd A. Hirsch

Joanna Jefferson

Robert R. Keatinge

Daryl B. Robertson

Sally A. Schreiber

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 9-10, 2015 Four Seasons Hotel
Conference Concluded