27^th 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
Conference Concluded

Live Webcast Jul 12-13, 2018
Conference Concluded

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Related products: eConferences Materials

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Overview

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.

Event Schedule

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

Day 1 July 12, 2018
Day 2 July 13, 2018

Time

Credit

Subject

Speaker
Thursday Morning, July 12, 2018
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

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.

Brady J. Cox, Jackson Walker LLP - Dallas, TX
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, July 12, 2018
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

Time

Credit

Subject

Speaker
Friday Morning, July 13, 2018
Presiding Officer:
Cliff Ernst, McGinnis Lochridge - Austin, TX
7:30 am
Austin Only

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
Marc S. Tabolsky, Schiffer Odom 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

Day 1 July 12, 2018
Day 2 July 13, 2018

Download Schedule

Conference Faculty

John C. Ale

Southwestern Energy Company
Spring, TX

George W. Coleman

Bell Nunnally & Martin LLP
Dallas, TX

Brady J. Cox

Jackson Walker 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

David Shank

Scott Douglass & McConnico LLP
Austin, TX

Jennifer Lowary Smith

DuBois Bryant Campbell LLP
Austin, TX

Allen Sparkman

Sparkman + Foote LLP
Houston, TX

Marc S. Tabolsky

Schiffer Odom Hicks & Johnson, PLLC
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

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. 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.

TX Accounting CPE – 14.00 hrs

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 are welcome to sign in on the Accounting CPE Record of Attendance form at the registration desk, but we are now reporting all credit online. You will receive a Texas Accounting Certificate of Completion in Your Briefcase. Self-report your CPE credit directly to TSBPA. UT Law CLE will maintain Attendance Records for four years.

Contact us at accreditation@utcle.org if you have additional questions.

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 Completion will be emailed to you upon claiming credit. 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

To claim California MCLE credit, California credit option must be selected PRIOR to viewing the live webcast. This accreditation requires attendance verification. UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. Verification pop-ups will NOT display when the webcast video player is in "full screen" mode. Furthermore, the notification sound effect alerting pop-ups, will NOT play on mobile devices. We recommend viewing from a computer, as opposed to a mobile device, should MCLE credit, other than Texas, be needed. The response record is detailed on the Certificate of Completion.

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.

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

Oklahoma – 14.00 hrs | 2.50 hrs Ethics

To claim Oklahoma MCLE credit, Oklahoma credit option must be selected PRIOR to viewing the live webcast. This accreditation requires attendance verification. UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. Verification pop-ups will NOT display when the webcast video player is in "full screen" mode. Furthermore, the notification sound effect alerting pop-ups, will NOT play on mobile devices. We recommend viewing from a computer, as opposed to a mobile device, should MCLE credit, other than Texas, be needed. The response record is detailed on the Certificate of Completion.

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. 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

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. You must claim and certify your credit online in Your Briefcase, you will then be provided a Certificate of Attendance for your records and to provide to other licensing authorities as needed.

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

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.

Contact us at accreditation@utcle.org if you have additional questions.

Key Dates

Austin – Jul 12-13, 2018 – Four Seasons Hotel

Conference Concluded

Live Webcast – Jul 12-13, 2018

Conference Concluded

Buy

Austin
Live Webcast

Individual
Last day for $575.00 Regular pricing: Jul 5, 2018

$625.00 for registrations received after this time

Group (5 registrants minimum)
Last day for $518.00 Regular pricing: Jul 5, 2018

$568.00 for registrations received after this time

Group (10 registrants minimum)
Last day for $460.00 Regular pricing: Jul 5, 2018

$510.00 for registrations received after this time

Last day for cancellation (full refund): Jul 6, 2018

$50 processing fee applied after this date

Last day for cancellation: Jul 9, 2018

Individual
Group (5 registrants minimum)
Group (10 registrants minimum)
Last day for cancellation (full refund): Jul 6, 2018

$50 processing fee applied after this date

Last day for cancellation: Jul 9, 2018

Venue

Four Seasons Hotel

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

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 Conference Concluded

Live Webcast Jul 12-13, 2018 Conference Concluded

Buy

Related products: eConferences Materials

Overview

Event Schedule

Thursday Morning, July 12, 2018

Thursday Afternoon, July 12, 2018

Friday Morning, July 13, 2018

Conference Faculty

John C. Ale

George W. Coleman

Brady J. Cox

Barbara Spudis de Marigny

Claude E. Ducloux

Cliff Ernst

Carmen Flores

Ryan Giggs

Trenton Hood

William H. Hornberger

Doug Jones

Robert R. Keatinge

Shana McGirl

Elizabeth S. Miller

Douglas K. Moll

Jesse P. Myers

Laura E. O'Donnell

Frank Z. Ruttenberg

David Shank

Jennifer Lowary Smith

Allen Sparkman

Marc S. Tabolsky

Ryan Valenza

Kennon L. Wooten

D. Hull Youngblood Jr.

Planning Committee

Cliff Ernst—Co-Chair

Elizabeth S. Miller—Co-Chair

John C. Ale

George W. Coleman

Barbara Spudis de Marigny

Mollie H. Duckworth

Carmen Flores

Trenton Hood

Robert R. Keatinge

Todd Keator

Frank Z. Ruttenberg

Sally A. Schreiber

Lorna S. Wassdorf

Credit Info

MCLE Credit

Other Credit

MCLE Credit

Other Credit

Key Dates

Venue

Four Seasons Hotel

Accommodations

Parking Information

Stay in the loop with UT Law CLE

27^th Annual

Austin Jul 12-13, 2018 Four Seasons Hotel
Conference Concluded

Live Webcast Jul 12-13, 2018
Conference Concluded