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25^th Annual

LLCs, LPs and Partnerships

Austin Jul 14-15, 2016 Four Seasons Hotel
Conference Concluded

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Overview

LLCs, LPs and Partnerships, now in its 25th year, features a distinguished faculty of practitioners and academics covering the latest developments in unincorporated entities. The program provides great forms, model agreements, best practices for key clauses and provisions, and analyzes issues faced by practitioners.

Hear the latest updates in federal and Texas case law, as well as filing tips and administrative guidance from the Secretary of State.
Prepare for important changes in partnership tax liability collection and audit procedures.
Explore key differences in LLC and partnerships laws in Texas and Delaware, and reasons for choosing each jurisdiction.
Review sample forms and learn tips for drafting key provisions: basic forms and model company agreements for simple LLCs, provisions for Subchapter S elections, and more.
Gain insight on how Series LLCs are being used, as well as pros and cons in their application.
Understand state and federal exemptions for securities offerings, and practical guidance to avoid common pitfalls.
Earn 2.00 hours of legal ethics including a practical discussion of the legal and ethical dilemmas facing law firms on the brink of collapse; plus a study of recent ethics cases and opinions affecting lawyers.

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 14, 2016
Day 2 July 15, 2016

Time

Credit

Subject

Speaker
Thursday Morning, July 14, 2016
Presiding Officer:
George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
7:30 am

Registration Opens

Includes continental breakfast.
8:35 am

Welcoming Remarks
8:45 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
9:45 am

0.75 hr

Secretary of State Update

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

Briana Godbey, Office of the Secretary of State - Austin, TX
10:30 am

Break
10:45 am

0.75 hr

Series LLCs: Pros and Cons

The increasing use of the Series LLC in certain industries reflects its growing attraction as an alternative means of allocating members, assets and interest to accomplish strategic business objectives. Discuss pros and cons in the application of the Series LLC model in general, as well as the benefits of its use in specific industries, such as healthcare.

Philip R. Lehmberg, Schlanger, Silver, Barg & Paine, LLP - Houston, TX
Commentators:
Sheryl T. Dacso, Seyfarth Shaw LLP - Houston, TX
Robert R. Keatinge, Holland & Hart LLP - Denver, CO
11:30 am

0.75 hr

The Ins and Outs of Subchapter S LLCs

A discussion of tax and drafting issues presented when an LLC elects Subchapter S tax treatment.

Trenton Hood, Naman, Howell, Smith & Lee, PLLC - Waco, TX
Marcus Brooks, Winstead PC - Austin, TX
12:15 pm

Pick Up Lunch

Included in registration.
Thursday Afternoon, July 14, 2016
Presiding Officer:
Elizabeth S. Miller, Baylor Law School - Waco, TX
Luncheon Presentation
12:35 pm

1.00 hr ethics

Navigating Ethical Maelstroms When the Law Firm Is Taking on Water

A practical discussion of the possible legal and ethical dilemmas facing law firms that find themselves on the brink of capsizing, including client conflict analysis in a merger situation, the sharing of legal fees with departing lawyers, the ethical disposition of files (including electronic files), and malpractice insurance coverage.

George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
A.J. Singleton, Stoll Keenon Ogden PLLC - Lexington, KY
1:35 pm

Break
1:50 pm

0.75 hr

Breaking Up Is Hard to Do: Review of Issues and Case Law Relating to Business Divorce in Texas LLC's and Partnerships

Explore the array of legal business issues that owners and investors in private entities face when they consider implementing a Business Divorce. Review the exit strategies that owners and investors in private companies are well-advised to consider before investing, including buy-sell agreements, valuation methods and drag-along and tag-along rights. And examine claims made by minority investors who wish to challenge the actions taken by the business's majority owners, and the legal defenses of majority owners to these investor accusations.

Jason Fulton, Diamond McCarthy LLP - Dallas, TX
Ladd A. Hirsch, Diamond McCarthy LLP - Dallas, TX
2:35 pm

0.75 hr

Ensuring an Internal Rate of Return (IRR) Distribution Waterfall Flows Correctly

A discussion of the prevalent use of internal rate of return (IRR) in distribution waterfalls and how it compares to more traditional “preferred return” waterfalls. Understand the economic and tax considerations, including concepts of compounding, time value of money, use of Excel references, benefits of IRR waterfall provisions, and common drafting errors. Plus, compare and contrast sample waterfalls and determine if there really is a difference in the current varied definitions of IRR in documents.

Bradley T. Borden, Brooklyn Law School - Brooklyn, NY
3:20 pm

Break
3:30 pm

0.75 hr

Tag, You’re It: Changes in Partnership Tax Liability Collection and Audit

Congress has repealed the partnership tax audit procedures and, in 2018, a new centralized collection procedure will become effective. Both new and existing partnership and LLC agreements should be revised or amended in light of these sweeping changes, including the possibility of electing out or making “push out” elections to avoid current partners being tagged for departed partners’ tax liability. Learn about the provisions that should be considered now to forestall surprises later.

Todd Keator, Thompson & Knight LLP - Dallas, TX
Robert R. Keatinge, Holland & Hart LLP - Denver, CO
4:15 pm

0.50 hr

Business Aspects of Combined Reporting

Review the Texas franchise tax combined reporting standard and the issues that combined reporting can raise in common business structures, including compliance issues for combined group members, changes in a reporting group due to the acquisition or sale of a company, the potential need for tax sharing agreements, and joint and several liability for Texas franchise tax owed by members of a combined Texas report.

Steven D. Moore, Jackson Walker LLP - Austin, TX
4:45 pm

0.75 hr

Updates and Refinements of Model Agreements for Simple LLCs

A review and discussion of company agreement forms for simple limited liability companies with a small number of owners and a simple capital structure, with a focus on refinements and changes made to the forms since their introduction last year. Changes include provisions to deal with the new partnership audit rules from the IRS, provisions addressing issues arising with regard to information rights of members, and additional definitions clarifying the application of certain provisions.

Cliff Ernst, Graves, Dougherty, Hearon & Moody - Austin, TX
Elizabeth S. Miller, Baylor Law School - Waco, TX
5:30 pm

Adjourn

Time

Credit

Subject

Speaker
Friday Morning, July 15, 2016
Presiding Officer:
Cliff Ernst, Graves, Dougherty, Hearon & Moody - Austin, TX
7:30 am

Conference Room Opens
8:30 am

1.00 hr

Choosing a Jurisdiction: Key Differences Between Texas and Delaware

A high-level review of some of the major differences between LLC and partnerships laws of Texas and Delaware, including several reasons for choosing each jurisdiction in forming a partnership or LLC.

John C. Ale, Southwestern Energy Company - Spring, TX
Daryl B. Robertson, Hunton & Williams LLP - Dallas, TX
9:30 am

0.75 hr

Blue Sky Considerations for Private Offerings

Gain an understanding of state versus federal exemptions for securities offerings, including state preemption via “covered security” status, and discussion of the Regulation D safe harbors under Rule 506(b) and 506(c); federal exemption under 4(a)(2) of the Securities Act of 1933, and how that can impact state-level analysis if not relying on a Regulation D safe harbor; plus a brief description of the most common state-level exemptions, filing requirements (federal and state) and practical guidance to avoid the most common pitfalls.

Robert Charles Montgomery, Baker Botts - Austin, TX
10:15 am

0.50 hr

Legal Opinions on LLCs

Although the form and language of fundamental third-party legal opinions on LLCs resemble those of legal opinions on corporations, there are important differences to be recognized and addressed. Those differences can pose a concern particularly for a Texas lawyer who is, or is considering, rendering legal opinions on non-Texas LLCs.

Richard A. Tulli, Gardere Wynne Sewell LLP - Dallas, TX
10:45 am

Break
11:00 am

0.75 hr

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. Explore 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, Bell Nunnally & Martin LLP - Dallas, TX
Nikki Hurst Gibson, Bell Nunnally & Martin LLP - Dallas, TX
11:45 am

1.00 hr ethics

Free Range Ethics: Where Seldom Is Heard a Discouraging Word and the Skies Are Not Cloudy All Day

A study of recent ethics cases and opinions which affect business entity lawyers and law firms.

George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
Claude E. Ducloux, Hill, Ducloux, Carnes & de la Garza - Austin, TX
12:45 pm

Adjourn

Day 1 July 14, 2016
Day 2 July 15, 2016

Download Schedule

Conference Faculty

John C. Ale

Southwestern Energy Company
Spring, TX

Bradley T. Borden

Brooklyn Law School
Brooklyn, NY

Marcus Brooks

Winstead PC
Austin, TX

George W. Coleman

Bell Nunnally & Martin LLP
Dallas, TX

Sheryl T. Dacso

Seyfarth Shaw LLP
Houston, TX

William A. DeLoach

Bell Nunnally & Martin LLP
Dallas, TX

Claude E. Ducloux

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

Cliff Ernst

Graves, Dougherty, Hearon & Moody
Austin, TX

Jason Fulton

Diamond McCarthy LLP
Dallas, TX

Nikki Hurst Gibson

Bell Nunnally & Martin LLP
Dallas, TX

Briana Godbey

Office of the Secretary of State
Austin, 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

Todd Keator

Thompson & Knight LLP
Dallas, TX

Philip R. Lehmberg

Schlanger, Silver, Barg & Paine, LLP
Houston, TX

Elizabeth S. Miller

Baylor Law School
Waco, TX

Robert Charles Montgomery

Baker Botts
Austin, TX

Steven D. Moore

Jackson Walker LLP
Austin, TX

Daryl B. Robertson

Hunton & Williams LLP
Dallas, TX

A.J. Singleton

Stoll Keenon Ogden PLLC
Lexington, KY

Richard A. Tulli

Gardere Wynne Sewell 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
Spring, TX

R. Brent Clifton

Winstead PC
Dallas, TX

George W. Coleman

Bell Nunnally & Martin LLP
Dallas, TX

Barbara Spudis de Marigny

Orrick, Herrington & Sutcliffe LLP
Houston, TX

Mollie H. Duckworth

Baker Botts
Austin, TX

Carmen Flores

Office of the Secretary of State
Austin, TX

Ladd A. Hirsch

Diamond McCarthy LLP
Dallas, TX

Trenton Hood

Naman, Howell, Smith & Lee, PLLC
Waco, 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

Lorna S. Wassdorf

Austin, TX

Credit Info

Austin

MCLE Credit

Texas – 11.75 hrs | 2.00 hrs Ethics
Legal Specialization(s): Civil Appellate 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 – 11.75 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.

Oklahoma – 14.00 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 – 14.00 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.

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 14-15, 2016 – Four Seasons Hotel

Conference Concluded

Buy

Austin

Individual
Last day for $525.00 Regular pricing: Jul 6, 2016

$575.00 for registrations received after this time

Group (5 registrants minimum)
Last day for $475.00 Regular pricing: Jul 6, 2016

$525.00 for registrations received after this time

Group (10 registrants minimum)
Last day for $420.00 Regular pricing: Jul 6, 2016

$470.00 for registrations received after this time

Last day for cancellation (full refund): Jul 8, 2016

$50 processing fee applied after this date

Last day for cancellation: Jul 11, 2016

Venue

Four Seasons Hotel

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

Accommodations

$239 room rate good through June 13, 2016 (subject to availability).

Parking Information

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

25th Annual

LLCs, LPs and Partnerships

Austin Jul 14-15, 2016 Four Seasons Hotel Conference Concluded

Buy

Related products: eConference Materials

Overview

Event Schedule

Thursday Morning, July 14, 2016

Thursday Afternoon, July 14, 2016

Friday Morning, July 15, 2016

Conference Faculty

John C. Ale

Bradley T. Borden

Marcus Brooks

George W. Coleman

Sheryl T. Dacso

William A. DeLoach

Claude E. Ducloux

Cliff Ernst

Jason Fulton

Nikki Hurst Gibson

Briana Godbey

Ladd A. Hirsch

Trenton Hood

Robert R. Keatinge

Todd Keator

Philip R. Lehmberg

Elizabeth S. Miller

Robert Charles Montgomery

Steven D. Moore

Daryl B. Robertson

A.J. Singleton

Richard A. Tulli

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 Flores

Ladd A. Hirsch

Trenton Hood

Joanna Jefferson

Robert R. Keatinge

Daryl B. Robertson

Sally A. Schreiber

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

25^th Annual

Austin Jul 14-15, 2016 Four Seasons Hotel
Conference Concluded