University of Texas School of Law
26th Annual
LLCs, LPs and Partnerships
Austin Jul 13-14, 2017 Four Seasons Hotel
Conference Concluded
Live Webcast Jul 13-14, 2017
Conference Concluded

UT Law CLE

2017 LLCs, LPs and Partnerships

Program Features
LLCs, LPs and Partnerships, now in its 26th 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 in federal and Texas case law, as well as filing tips and administrative guidance from the Secretary of State.
  • Explore the latest state and federal legislative developments, including proposed tax reform, what may be enacted, and how it may affect your choice of entity decisions in The Sausage So Far: Tax Reform Legislative Update.
  • Get drafting essentials in light of the new partnership audit rules, including how to draft partnership and operating agreements to accommodate the unknown developments.
  • Learn about Essential Securities and Compliance Issues with a practical discussion of the state and federal securities law requirements and common issues that arise in private offerings.
  • Explore circumstances that can lead to inadvertent partnerships and how to avoid partnership characterization; plus, hear ways to facilitate an orderly exit when an LLC or partnership must come to an end.
  • Learn about opportunities to offer pro bono services, including guidance, tips, and possible pitfalls to look out for in Beyond the Starfish: Pro-Bono Opportunities for the Business Lawyer
  • Earn 2.50 hours of legal ethics, including Nuts and Bolts Ethics for the Business and Transactional Lawyer and Effective Engagement Letters and Other Simple Risk-Management Tools;
Come a day early for Wednesday evening’s Nuts and Bolts of LLCs, LPs and Partnerships—ideal for beginners or a great refresher for experienced practitioners.

UT Law CLE

2017 LLCs, LPs and Partnerships

12/13/17
Schedule

Thursday Morning

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

7:30 am

Austin Only

Registration Opens

Includes continental breakfast.

8:20 am
Welcoming Remarks

8:30 am

1.00 hr

Case Law Update

A survey of 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

Texas Legislative Update

Hear a summary of legislation adopted in the 2017 Texas Legislature that affects partnerships and LLCs and selected other entity-related bills.

Daryl B. Robertson, Hunton & Williams LLP - Dallas, TX

10:15 am
Break

10:30 am

0.50 hr

2017 Texas Franchise (aka "Margin") Tax Update

Brush up on current issues and topics related to the Texas franchise tax that business practitioners need to know.

Steven D. Moore, Jackson Walker LLP - Austin, TX

11:00 am

0.75 hr

Model Company Agreements

Walk through refinements to the model agreements for simple limited liability companies, including modifications related to the recent legislative changes to the Texas Business Organizations Code.

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

11:45 am

Austin Only

Pick Up Lunch

Included in registration.

Thursday Afternoon

Presiding Officer:
Elizabeth S. Miller, Baylor Law School - Waco, TX

LUNCHEON PRESENTATION

12:05 pm

1.00 hr ethics

Nuts and Bolts Ethics for the Business and Transactional Lawyer

Engage in a practical discussion of current ethics topics related to business and transactional law, including conflicts issues, and attorney migration between firms.

Claude E. Ducloux, Attorney at Law - Austin, TX
George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX

 
1:05 pm
Break

1:20 pm

0.50 hr

Specialized Due Diligence in LLC and Partnership Transactions

When a merger and acquisition transaction or a financing transaction involves a limited liability company or partnership, the parties and their counsel may need to focus on issues unique to unincorporated entities. Explore some of these unique issues and how they may impact the due diligence process and closing the transaction, including closing legal opinions.

Frank Z. Ruttenberg, Haynes and Boone, LLP - San Antonio, TX

1:50 pm

0.75 hr

New Partnership Audit Rules—Update and Drafting Considerations

Hear the essentials for drafting new audit rules after the proposed regulations and other developments. Understand how the rules work and what to look for, how the IRS will apply the rules, and how to draft partnership and company agreements with the flexibility to avoid renegotiating and redrafting.

Robert R. Keatinge, Holland & Hart LLP - Denver, CO
Barbara Spudis de Marigny, Orrick, Herrington & Sutcliffe LLP - Houston, TX

2:35 pm

0.50 hr

The Sausage So Far: Tax Reform Legislative Update

The tax reform legislative process is in full swing this year. Tax rates and the tax treatment of pass-through entities are likely to change. Hear the latest developments, what may be enacted, and how it may affect your choice of entity decisions.

William Paul Bowers, Norton Rose Fulbright - Dallas, TX
Kevin Thomason, Elliott, Thomason & Gibson, LLP - Dallas, TX

3:05 pm
Break

3:15 pm

1.00 hr

Essential Securities Compliance Issues

Hear a practical discussion of state and federal securities law requirements and common issues that arise in private offerings, including how to know when an interest in an LLC or LP is a security, available exemptions, and the application of these requirements to common offering situations. 

Robert C. Montgomery, Dell - Round Rock, TX
Mollie H. Duckworth, Baker Botts - Austin, TX

4:15 pm

0.75 hr

LLCs as Nonprofit Organizations

When would it be appropriate for a nonprofit organization or mission-driven business to be formed as a limited liability company; and what special issues and considerations should be addressed when a limited liability company is used to establish and operate these types of organizations?

Darren B. Moore, Bourland, Wall & Wenzel, P.C. - Fort Worth, TX

5:00 pm

0.50 hr ethics

Beyond the Starfish: Pro-Bono Opportunities for the Business Lawyer

Business lawyers are not presented with ready pro-bono opportunities to volunteer their expertise in the ways that specialists in other areas of the law commonly are. Learn about opportunities to match the time and talents of transactional lawyers with the legal service needs of community groups and small businesses.

Dorothy Ann "D'Ann" Johnson, Texas RioGrande Legal Aid - Austin, TX

5:30 pm
Adjourn

Friday Morning

Presiding Officer:
Cliff Ernst, Graves, Dougherty, Hearon & Moody - Austin, TX

7:30 am

Austin Only

Conference Room Opens

Includes continental breakfast.

8:30 am

0.75 hr

Secretary of State Update

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

Carmen Flores, Office of the Secretary of State - Austin, TX

9:15 am

0.50 hr

Foreign Investment Into US LLCs and Partnerships

Hear a summary of structuring, tax, and compliance issues that may arise in the context of accepting foreign investment into a U.S. LLC or partnership.

Kristen N. Geyer, Culhane Meadows PLLC - Austin, TX

9:45 am

0.75 hr

"Hello"—Inadvertent Partnerships

Partnerships can arise through the conduct of parties. Explore what makes a relationship a partnership and what to do to avoid partnership characterization.

John C. Ale, Southwestern Energy Company - Spring, TX

10:30 am
Break

10:45 am

0.75 hr

"Good Bye"—Buy-Outs or Exits

All good (and not so good) things must come to an end.  When owners of an LLC or partnership are ready to part ways, what does one want in the Company Agreement/Partnership Agreement in order to facilitate an orderly exit by the departing owners?

Trenton Hood, Naman, Howell, Smith & Lee, PLLC - Waco, TX

11:30 am

1.00 hr ethics

Effective Engagement Letters and Other Simple Risk-Management Tools

Keeping the client reasonably informed is required under the Texas disciplinary rules of professional conduct, and doing so is good risk management. Examine how effective engagement letters, disengagement letters, and other communications keep the client reasonably informed and engaged, while helping to control the client’s expectations, promoting effective risk management, and reducing the likelihood of legal malpractice claims. 

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

12:30 pm
Adjourn

UT Law CLE

2017 LLCs, LPs and Partnerships

Faculty

Conference Faculty

John C. Ale
Southwestern Energy Company
Spring, TX
William Paul Bowers
Norton Rose Fulbright
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
Claude E. Ducloux
Attorney at Law
Austin, TX
Cliff Ernst
Graves, Dougherty, Hearon & Moody
Austin, TX
Carmen Flores
Office of the Secretary of State
Austin, TX
Kristen N. Geyer
Culhane Meadows PLLC
Austin, TX
Trenton Hood
Naman, Howell, Smith & Lee, PLLC
Waco, TX
Dorothy Ann "D'Ann" Johnson
Texas RioGrande Legal Aid
Austin, TX
Robert R. Keatinge
Holland & Hart LLP
Denver, CO
Elizabeth S. Miller
Baylor Law School
Waco, TX
Robert C. Montgomery
Dell
Round Rock, TX
Darren B. Moore
Bourland, Wall & Wenzel, P.C.
Fort Worth, TX
Steven D. Moore
Jackson Walker LLP
Austin, TX
Daryl B. Robertson
Hunton & Williams LLP
Dallas, TX
Frank Z. Ruttenberg
Haynes and Boone, LLP
San Antonio, TX
A.J. Singleton
Stoll Keenon Ogden PLLC
Lexington, KY
Kevin Thomason
Elliott, Thomason & Gibson, 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
John C. Ale
Southwestern Energy Company
Spring, 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
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
Sally A. Schreiber
Munsch Hardt Kopf & Harr, P.C.
Dallas, TX
Kevin Thomason
Elliott, Thomason & Gibson, LLP
Dallas, TX
Lorna S. Wassdorf
Austin, TX

UT Law CLE

2017 LLCs, LPs and Partnerships

Credit Information

MCLE Credit

Texas
11.75 hrs  |  2.50 hrs Ethics
Legal Specialization(s): Civil Appellate Law, Civil Trial Law, Tax Law
Additional Information
A Texas MCLE Reporting Form will be included in your course materials. Please complete and return to the registration desk and UT Law CLE will report credit on your behalf to the State Bar of Texas, or you can self-report your credit directly to the State Bar of Texas at texasbar.com. A Certificate of Attendance will be provided at the conference to keep for your records.  
California
11.75 hrs  |  2.50 hrs Ethics
Additional Information
At the conference, you will need to sign in on the Record of Attendance form at the registration desk. Self-report your CLE credit directly to the State Bar of California at calbar.ca.gov. You will receive a Certificate of Attendance at the conference to keep for your records. UT Law CLE will maintain Attendance Records for four years.  
Oklahoma
14.00 hrs  |  3.00 hrs Ethics
Additional Information
At the conference, you will need to sign in on the Record of Attendance form at the registration desk. You will receive a Certificate of Attendance at the conference to keep for your records. UT Law CLE will report credit on your behalf to the Oklahoma Bar Association within 30 days after the conference.
Other States
Note on Self-Reporting Your Credits in Another State
If you wish to satisfy MCLE or other professional education requirements in another state for a program offered by the University of Texas School of Law, please check with the state bar or other licensing authority in that state before taking the program to ensure it will qualify for self-reporting your credits.

Other Credit

National Accounting CPE
14.00 hrs
Additional Information
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

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.

MCLE Credit

Texas
11.75 hrs  |  2.50 hrs Ethics
Legal Specialization(s): Civil Appellate Law, Civil Trial Law, Tax Law
Additional Information
UT Law CLE will report credit to the State Bar of Texas on your behalf. If you are claiming credit in the last week of your birth month, self-report your credit directly to the State Bar of Texas at texasbar.com. A Certificate of Completion will be emailed to you upon claiming credit.
California
11.75 hrs  |  2.50 hrs Ethics
Additional Information
Self-report your CLE credit directly to the State Bar of California at calbar.ca.gov. Print and keep the Certificate of Completion for your records. A Certificate of Completion will be emailed to you upon claiming credit.
Oklahoma
14.00 hrs  |  3.00 hrs Ethics
Additional Information
The University of Texas School of Law (Provider #169) live webcast presentations meet the requirements and are presumptively approved by the Oklahoma Bar Association for MCLE credit based on a 50-minute credit hour. This accreditation requires attendance verification. In compliance with the rules, UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. The response record is detailed on the Certificate of Completion.

To claim Oklahoma MCLE credit, Oklahoma credit option must be selected PRIOR to viewing the live webcast. Upon claiming credit, a Certificate of Completion will be emailed to you. UT Law CLE will report credit on your behalf to the Oklahoma Bar Association within 30 days after the webcast.
Other States
11.75 hrs  |  2.50 hrs Ethics
Additional Information
Note on Self-Reporting Your Credits in Another State
If you wish to satisfy MCLE or other professional education requirements in another state for a program offered by the University of Texas School of Law, please check with the state bar or other licensing authority in that state to ensure it will qualify for self-reporting your credits.

To claim Other States MCLE credit, Other States credit option must be selected PRIOR to viewing the live webcast. Upon claiming credit, a Certificate of Completion will be emailed to you.

This accreditation requires attendance verification. UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. The response record is detailed on the Certificate of Completion .

MCLE credit is presented based on a 60-minute credit hour. 

Other Credit

TX Accounting CPE
14.00 hrs
Additional Information
The University of Texas School of Law (Provider #250) live webcast presentations meet the requirements and 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.

This accreditation requires attendance verification. In compliance with the rules, UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. The response record is detailed on the Certificate of Completion.

To claim Texas Accounting CPE credit, the Texas Accounting CPE credit option must be selected PRIOR to viewing the live webcast. Upon claiming credit, a Certificate of Completion will be emailed to you. Self-report your CPE credit directly to the Texas State Board of Public Accountancy.

UT Law CLE

2017 LLCs, LPs and Partnerships

Key Dates

Austin

  • Last day for Individual early registration: Jul 11, 2017
    Add $50 for registrations received after this time
  • Last day for cancellation (full refund): Jul 7, 2017
  • Last day for cancellation (partial refund): Jul 10, 2017
    $50 processing fee applied

Live Webcast

  • Last day for cancellation (full refund): Jul 7, 2017
  • Last day for cancellation (partial refund): Jul 10, 2017
    $50 processing fee applied

UT Law CLE

2017 LLCs, LPs and Partnerships

Hotel / Venue

Austin

Four Seasons Hotel

98 San Jacinto Blvd
Austin, TX 78701-4082
512.685.8100 (reservations)
Map

Accommodations

$239 room rate good through June 12, 2017 (subject to availability). 

Parking Information

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