University of Texas School of Law
27th Annual
LLCs, LPs and Partnerships
Key Developments and Practical Considerations in Light of Tax Reform and the Focus on Pass-Through Entities
Austin Jul 12-13, 2018 Four Seasons Hotel
$575 Individual  |  $625 after Jul 5
Live Webcast Jul 12-13, 2018
$525 Individual

UT Law CLE

2018 LLCs, LPs and Partnerships

Program Features
LLCs, LPs and Partnerships, now in its 27th year, features a distinguished faculty of practitioners and academics covering the latest developments in unincorporated entities, including impacts of recent tax reform legislation and the use of pass-through 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 Texas case law, as well as filing tips and administrative guidance from the Secretary of State.
  • Hear a Federal Tax Update as well as a discussion on Choice of Entity after Tax Reform, exploring the factors that may influence your selection including when and why to use pass-through entities. 
  • Review the recent Dallas Court of Appeals decision in Enterprise Products Partners v. Energy Transfer Partners, L.P. and get an update on inadvertent partnerships in light of that decision.
  • Gain practical tips for drafting indemnity provisions, amendment provisions, and ownership exit agreements.
  • Explore essential securities considerations, filing requirements and more. 
  • Understand the IRS’s new approach to partnership audits in Drafting Partnership and LLC Agreements for the New Partnership Audit Rules.
  • Learn the basics of Blockchain technology and smart contracts.
  • Earn 2.00 hours of legal ethics including a presentation on Modern Ethics and the Moveable Lawyer.
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

2018 LLCs, LPs and Partnerships

6/23/18
Schedule

Thursday Morning

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

Learn what Texas courts have said during the past year about important issues (fiduciary duties, piercing the entity veil, and more) in the LLC and partnership context.

Elizabeth S. Miller, Baylor Law School - Waco, TX
Douglas K. Moll, University of Houston Law Center - Houston, TX

9:30 am

0.50 hr

Inadvertent Partnerships Revisited

Hear an update on inadvertent partnerships after the Dallas Court of Appeals decision in Enterprise Products Partners, L.P. v. Energy Transfer Partners, L.P.

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

10:00 am

0.50 hr

Investments in LLCs and LPs: A Practical Discussion of Securities Compliance Issues 

Investments in small businesses require counsel to consider various federal and state securities compliance issues in connection with such a transaction. Walk through the various securities laws considerations and filing requirements that arise when your client decides to invest in a small business organized as an LLC or an LP.

Jennifer Lowary Smith, DuBois Bryant Campbell LLP - Austin, TX

10:30 am
Break

10:45 am

0.75 hr

Federal Tax Update

Review rate considerations when considering entity selection, bonus depreciation considerations in planning acquisitions, new limitation on business losses, and other changes to the federal income tax law to consider when forming and structuring transactions under the Tax Cuts and Jobs Act of 2017.

William H. Hornberger, Jackson Walker LLP - Dallas, TX

11:30 am

1.00 hr ethics

Modern Ethics and the Movable Lawyer

Explore ethical issues and challenges with regards to lawyers moving between firms, conflicts of interest, and fiduciary duties in Corporate Representation.

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

12:30 pm
Pick Up Lunch

Included in registration.

Thursday Afternoon

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

LUNCH PRESENTATION

12:50 pm

0.50 hr

Blockchain and Smart Contracts

"Blockchain" may be the buzzword of the decade. But "Smart Contracts" are the application of blockchain that will impact almost every business sector and their lawyers.

D. Hull Youngblood Jr., Of Counsel, The Ford Firm - San Antonio, TX

 
1:20 pm
Break

1:35 pm

1.25 hrs

To C or not to C?  Entity Selection in the New Tax Age

Tax reform enacted in 2017 changed the tax treatment of business entities, including a reduction in the corporate rate and a new deduction for partners, and brings new considerations into play when choosing or changing the form of doing business. Discuss the operation of the new rules that may influence your selection now, when and why pass-through entities may still be the right choice and how and when multi-entity structures may be useful.

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

2:50 pm

0.75 hr

Management Provisions: Pros and Cons of Manager-Managed vs. Member-Managed

Learn about issues that may arise with information rights, and the differences in securities law and self-employment tax when choosing member or manger managed. 

Shana McGirl, McGinnis Lochridge - Austin, TX
Allen Sparkman, Sparkman + Foote LLP - Houston, TX

3:35 pm
Break

3:45 pm

0.50 hr

Breaking Up is Hard to Do...Without Good Documents

Review some considerations in drafting ownership exit agreements for LLCs and partnerships.

Trenton Hood, Brookshire Grocery Company - Tyler, TX

4:15 pm

0.75 hr

Practical Consideration When Admitting an Employee as a Member of a Pass-Through Entity

Examine issues that may arise in connection with the admission of an employee into the ownership structure of a partnership or limited liability company as well as issues related to coordinating the terms and conditions of their employment agreement and any separation agreement with the term of the partnership agreement or company agreement.

Laura E. O'Donnell, Haynes and Boone, LLP - San Antonio, TX
Frank Z. Ruttenberg, Haynes and Boone, LLP - San Antonio, TX

5:00 pm

0.50 hr

Units: Less There Than Meets the Eye

Review the differing meanings of the term “units” when describing some or all of a member’s interest in an LLC or limited partnership. Consider the questions of whether a “unit” is equivalent to a “membership interest” or merely a way of determining a voting and sharing ratio, and when “units” are fungible like shares of stock. 

Cliff Ernst, McGinnis Lochridge - Austin, TX
Robert R. Keatinge, Holland & Hart LLP - Denver, CO

5:30 pm
Adjourn

Friday Morning

Presiding Officer:
Cliff Ernst, McGinnis Lochridge - Austin, TX

7:30 am
Conference Room Opens

Includes continental breakfast.

8:30 am

0.75 hr

Secretary of State Update

Get a practical overview of the new entity name standard, hear filing tips, and learn about other 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

Drafting Partnership and LLC Agreements for the New Partnership Audit Rules

2018 ushers in a paradigm shift in the IRS's approach to partnership audits. Hear these new rules explained at a high level and review sample language to include in partnership and LLC agreements to account for these new rules.

Doug Jones, McGinnis Lochridge - Austin, TX

9:45 am

0.75 hr

Drafting Indemnity Provisions on Small LLCs

Address the good, the bad and the ugly of indemnities.

Jesse P. Myers, Latham & Watkins LLP - Houston, TX
Adam P. Schiffer, Schiffer Hicks & Johnson, PLLC - Houston, TX

10:30 am
Break

10:45 am

0.75 hr

“Amendments,” the Most Important Provision in the Operating Agreement

Discuss the drafting and use of the “Amendments” provision in operating and partnership agreements. Explore provisions providing for amendment by fewer than all the members, including questions of amendments which uniquely adversely affect particular members or partners, effects of amendments on former members and partners, and the ability of amendments to ratify past actions.

Moderator:
Robert R. Keatinge, Holland & Hart LLP - Denver, CO
Ryan Giggs, Orrick, Herrington & Sutcliffe LLP - Houston, TX
Ryan Valenza, Winstead PC - Austin, TX

11:30 am

1.00 hr ethics

Ethics for Business Lawyers

An overview of key ethical considerations entailed with identifying your client, representing multiple clients, and communicating with other lawyers' clients and unrepresented persons.

Kennon L. Wooten, Scott Douglass & McConnico LLP - Austin, TX
David Shank, Scott Douglass & McConnico LLP - Austin, TX

12:30 pm
Adjourn

UT Law CLE

2018 LLCs, LPs and Partnerships

Faculty

Conference Faculty

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
Claude E. Ducloux
Attorney at Law
Austin, TX
Cliff Ernst
McGinnis Lochridge
Austin, TX
Carmen Flores
Office of the Secretary of State
Austin, TX
Ryan Giggs
Orrick, Herrington & Sutcliffe LLP
Houston, TX
Trenton Hood
Brookshire Grocery Company
Tyler, TX
William H. Hornberger
Jackson Walker LLP
Dallas, TX
Doug Jones
McGinnis Lochridge
Austin, TX
Robert R. Keatinge
Holland & Hart LLP
Denver, CO
Shana McGirl
McGinnis Lochridge
Austin, TX
Elizabeth S. Miller
Baylor Law School
Waco, TX
Douglas K. Moll
University of Houston Law Center
Houston, TX
Jesse P. Myers
Latham & Watkins LLP
Houston, TX
Laura E. O'Donnell
Haynes and Boone, LLP
San Antonio, TX
Frank Z. Ruttenberg
Haynes and Boone, LLP
San Antonio, TX
Adam P. Schiffer
Schiffer Hicks & Johnson, PLLC
Houston, TX
David Shank
Scott Douglass & McConnico LLP
Austin, TX
Jennifer Lowary Smith
DuBois Bryant Campbell LLP
Austin, TX
Allen Sparkman
Sparkman + Foote LLP
Houston, TX
Ryan Valenza
Winstead PC
Austin, TX
Kennon L. Wooten
Scott Douglass & McConnico LLP
Austin, TX
D. Hull Youngblood Jr.
Of Counsel, The Ford Firm
San Antonio, TX

Planning Committee

Cliff Ernst—Co-Chair
McGinnis Lochridge
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
Brookshire Grocery Company
Tyler, TX
Robert R. Keatinge
Holland & Hart LLP
Denver, CO
Todd Keator
Thompson & Knight LLP
Dallas, TX
Frank Z. Ruttenberg
Haynes and Boone, LLP
San Antonio, TX
Sally A. Schreiber
Munsch Hardt Kopf & Harr, P.C.
Dallas, TX
Lorna S. Wassdorf
Austin, TX

UT Law CLE

2018 LLCs, LPs and Partnerships

Credit Information

MCLE Credit

Texas
11.75 hrs  |  2.00 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  |  2.00 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  |  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. 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.
TX Accounting CPE
14.00 hrs
Additional Information
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 will need to sign in on the Accounting CPE Record of Attendance form at the registration desk. You will receive a Texas Accounting Certificate of Completion at the conference for your records. Self-report your CPE credit directly to TSBPA. UT Law CLE will maintain Attendance Records for four years.  

MCLE Credit

Texas
11.75 hrs  |  2.00 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  |  2.00 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  |  2.50 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  |  2.00 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

2018 LLCs, LPs and Partnerships

Key Dates

Austin

  • Last day for Individual early registration: Jul 5, 2018
    Add $50 for registrations received after this time
  • Last day for cancellation (full refund): Jul 6, 2018
  • Last day for cancellation (partial refund): Jul 9, 2018
    $50 processing fee applied

Live Webcast

  • Last day for cancellation (full refund): Jul 6, 2018
  • Last day for cancellation (partial refund): Jul 9, 2018
    $50 processing fee applied

UT Law CLE

2018 LLCs, LPs and Partnerships

Hotel / Venue

Austin

Four Seasons Hotel

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

Accommodations

City View Rooms: $250
Lake View Rooms: $290
Room Rates good through June 11, 2018 (subject to availability). Please mention this conference when making your reservation.

Parking Information

$12 daily self-parking; $16 valet
$45 overnight self or valet
(subject to change)