28^th Annual

LLCs, LPs and Partnerships

Austin Jul 18-19, 2019 AT&T Conference Center
Conference Concluded

Live Webcast Jul 18-19, 2019
Conference Concluded

Buy

Related products: eConference Materials

Download Brochure (PDF)

Overview

LLCs, LPs and Partnerships, now in its 28th 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.

2019 highlights include:

Hear the latest updates in Texas case law, as well as filing tips and administrative guidance from the Secretary of State.
Legislative Update summarizes the non-tax legislation, that has been or is expected to be adopted, in the 2019 Texas Legislature that affects partnerships and LLCs.
Federal Tax Update reviews legislative, judicial, and IRS guidance over the past year as it impacts partnerships and LLCs.
Texas State Tax Update explores recent developments regarding the Texas franchise tax and the Texas sales and use tax.
Fundraising for LLCs and LPs: Securities Law Basics provides practical discussion of securities law compliance issues.
Gain practical tips for drafting to protecting the minority partner, updates on Series LLC including when to use, charging orders updates and much more.
Earn 2.00 hours of legal ethics including a presentation on Ethical Issues Presented by Changing Technology.

New this year, be sure to join your colleagues, faculty members, and planning members for our Thursday Evening Networking Reception.

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 18, 2019
Day 2 July 19, 2019

Time

Credit

Subject

Speaker
Thursday Morning, July 18, 2019
Presiding Officer:
Barbara Spudis de Marigny, Baker Botts - Houston, 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 recent Texas cases addressing significant issues (fiduciary duties, piercing the entity veil, and more) in the context of LLCs and partnerships (including limited partnerships and LLPs).

Elizabeth S. Miller, Baylor Law School - Waco, TX
Co-Author:
Douglas K. Moll, University of Houston Law Center - Houston, TX
9:30 am

0.50 hr

The Future Isn’t What It Used to Be

An update on recent Texas cases concerning charging orders and the effect of those decisions on asset protection and other business planning.

Trenton Hood, Brookshire Grocery Company - Tyler, TX
10:00 am

Break
10:15 am

0.75 hr

Legislative Update

Hear a summary of non-tax legislation that has been or is expected to be adopted in the 2019 Texas Legislature that affects partnerships and LLCs and selected other entity-related bills.

Daryl B. Robertson, Hunton Andrews Kurth LLP - Dallas, TX
11:00 am

0.50 hr

Texas State Tax Update

Learn about recent developments regarding the Texas franchise tax and the Texas sales and use tax. Discuss recent court opinions, important pending litigation, administrative policy developments, and legislative changes. On the franchise tax side, address taxpayers’ ongoing cost of goods sold saga with the Texas Comptroller, as well as the upward tick in apportionment litigation. On the sales and use tax side, discuss updates impacting taxable services and key exemptions.

Danielle Ahlrich, Martens, Todd, Leonard & Ahlrich - Austin, TX
11:30 am
Austin Only

Pick Up Lunch

Included in registration.
Thursday Afternoon, July 18, 2019
Presiding Officer:
Elizabeth S. Miller, Baylor Law School - Waco, TX
LUNCHEON PRESENTATION
11:50 am

1.00 hr ethics

Ethics of Multi-Party Representation: 2019

In business transactions, especially those involving LLCs and partnerships, the practical reality facing business attorneys involved in transactions is the ubiquity of ethical issues when representing multiple parties. Explore the thorny issues of multiple party representation.

William D. Elliott, Elliott, Thomason & Gibson, LLP - Dallas, TX
Karen L. Hart, Bell Nunnally & Martin LLP - Dallas, TX
Co-Author:
George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
12:50 pm

Break
1:05 pm

1.25 hrs

Federal Tax Update

Review legislative, judicial and IRS guidance over the past year as it impacts partnerships and LLCs with a focus on choice of entity, Section 199A deduction, examination provisions, new loss limitation rules and Section 1061 holding period requirements.

William Paul Bowers, Norton Rose Fulbright - Dallas, TX
Patrick L. O'Daniel, Norton Rose Fulbright - Austin, TX
2:20 pm

1.00 hr

Carrying On About Carried Interests

Carried interests—also known as profits interests—have been used for decades to motivate and reward key employees, partners and members. The 2017 tax act makes significant changes to the way in which carried interests are taxed. Review current thinking on the use of carried interests, learn cutting-edge techniques for drafting carried interests, and analyze how carried interests are taxed.

Dan G. Baucum, Daniel Baucum Law PLLC - Frisco, TX
Commentator:
William D. Elliott, Elliott, Thomason & Gibson, LLP - Dallas, TX
3:20 pm

Break
3:30 pm

0.50 hr

Qualified Opportunity Zones

Tax reform brought us a new regime for tax-favored investments in qualified opportunity zones, and while the potential benefits are being referred to as “unprecedented,” the rules are still being written. Discuss those benefits, the requirements to obtain them, potential traps along the way, as well as remaining open questions.

Christopher Alan Cunningham, Elliott, Thomason & Gibson, LLP - Dallas, TX
Brandon S. Jones, Winstead PC - Fort Worth, TX
Kevin Thomason, Elliott, Thomason & Gibson, LLP - Dallas, TX
4:00 pm

0.50 hr

Fundraising for LLCs and LPs: Securities Law Basics

A practical discussion of securities law compliance issues, including when a membership or partnership interest is considered a security, and commonly used private offering exemptions.

Shana McGirl, McGinnis Lochridge LLP - Austin, TX
4:30 pm

0.75 hr

The Texas Series LLC Turns 10: A Series of Remaining Questions and Updates on the New Uniform Protected Series Act and Changes in Delaware

The Texas Series LLC is a great tool for specific situations, but practitioners should be wary of the continuing distinction between an entity and its series. A brief examination of remaining questions and issues practitioners should consider before using a series in Texas and how the series interacts with other areas of law. A Uniform Protected Series Act is making its way through the states and seeks to resolve several of the supposed weaknesses in series law. A brief examination of how Texas compares to the new model code and what practitioners may want to know as more states adopt it. Delaware now allows for the creation of a "registered series." An update for practitioners and a brief examination of whether this might be a solution for open questions in Texas.

K. "Andy" Tiwari, Tiwari, PLLC - Helotes, TX
5:15 pm
Austin Only

Adjourn to reception

Join us for drinks and hors d’oeuvres with program faculty and attendees.

Time

Credit

Subject

Speaker
Friday Morning, July 19, 2019
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

Ever had a document rejected by the Secretary of State? Hear filing tips, do’s and don’ts and learn about other administrative issues that will make you an expert on filing with the Secretary of State.

Briana Godbey, Office of the Secretary of State - Austin, TX
9:15 am

0.75 hr

Issues and Drafting Tips When Owners’ Situations Differ

Partners or LLC members may differ in percentage ownership, financial wherewithal, or knowledge of the business. Address common mechanisms for protecting rights when the owners’ interests and profiles vary.

John C. Ale, Southwestern Energy Company - Spring, TX
Frank Z. Ruttenberg, Haynes and Boone, LLP - San Antonio, TX
10:00 am

0.75 hr

Estate Planner’s Toolbox: The Pass-Through Entity

Focus on the structure and use of business entities in estate planning.

Gene Wolf Jr., Kemp Smith LLP - El Paso, TX
10:45 am

Break
11:00 am

0.75 hr

Drafting Deadlock-Breaking Mechanisms

A discussion of buy-sell provisions, put/call options and other deadlock-breaking mechanisms in LLC and partnership agreements. This presentation will provide the practitioner with a framework for avoiding litigation and/or termination when members, managers, and partners fail to agree.

Daniel Bell-Garcia, Winstead PC - Austin, TX
Ryan Valenza, Winstead PC - Austin, TX
11:45 am

1.00 hr ethics

Ethical Issues Presented by Changing Technology

Increasingly technology is integrated into the practice of law. Examine lawyers' current ethical responsibility in relation to the use of technology and how such responsibility may change as technological advances, like artificial intelligence, become more commonplace in the practice of law.

Erreka Campbell, WeWork - Dallas, TX
Skyla R. Johnson, HSB Solomon Associates, LLC - Dallas, TX
Nate St. Clair, Jackson Walker LLP - Dallas, TX
12:45 pm

Adjourn

Day 1 July 18, 2019
Day 2 July 19, 2019

Download Schedule

Conference Faculty

Danielle Ahlrich

Martens, Todd, Leonard & Ahlrich
Austin, TX

John C. Ale

Southwestern Energy Company
Spring, TX

Dan G. Baucum

Daniel Baucum Law PLLC
Frisco, TX

Daniel Bell-Garcia

Winstead PC
Austin, TX

William Paul Bowers

Norton Rose Fulbright
Dallas, TX

Erreka Campbell

WeWork
Dallas, TX

George W. Coleman

Bell Nunnally & Martin LLP
Dallas, TX

Christopher Alan Cunningham

Elliott, Thomason & Gibson, LLP
Dallas, TX

William D. Elliott

Elliott, Thomason & Gibson, LLP
Dallas, TX

Briana Godbey

Office of the Secretary of State
Austin, TX

Karen L. Hart

Bell Nunnally & Martin LLP
Dallas, TX

Trenton Hood

Brookshire Grocery Company
Tyler, TX

Skyla R. Johnson

HSB Solomon Associates, LLC
Dallas, TX

Brandon S. Jones

Winstead PC
Fort Worth, TX

Shana McGirl

McGinnis Lochridge LLP
Austin, TX

Elizabeth S. Miller

Baylor Law School
Waco, TX

Douglas K. Moll

University of Houston Law Center
Houston, TX

Patrick L. O'Daniel

Norton Rose Fulbright
Austin, TX

Daryl B. Robertson

Hunton Andrews Kurth LLP
Dallas, TX

Frank Z. Ruttenberg

Haynes and Boone, LLP
San Antonio, TX

Nate St. Clair

Jackson Walker LLP
Dallas, TX

Kevin Thomason

Elliott, Thomason & Gibson, LLP
Dallas, TX

K. "Andy" Tiwari

Tiwari, PLLC
Helotes, TX

Ryan Valenza

Winstead PC
Austin, TX

Gene Wolf Jr.

Kemp Smith LLP
El Paso, 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

Erreka Campbell

WeWork
Dallas, TX

George W. Coleman

Bell Nunnally & Martin LLP
Dallas, TX

Brady J. Cox

Jackson Walker LLP
Dallas, TX

Barbara Spudis de Marigny

Baker Botts
Houston, TX

Carmen Flores

Office of the Secretary of State
Austin, TX

Trenton Hood

Brookshire Grocery Company
Tyler, TX

Brandon S. Jones

Winstead PC
Fort Worth, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Frank Z. Ruttenberg

Haynes and Boone, LLP
San Antonio, TX

Sally A. Schreiber

Attorney at Law
Dallas, TX

Kevin Thomason

Elliott, Thomason & Gibson, LLP
Dallas, TX

K. "Andy" Tiwari

Tiwari, PLLC
Helotes, 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.

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 18-19, 2019 – AT&T Conference Center

Conference Concluded

Live Webcast – Jul 18-19, 2019

Conference Concluded

Buy

Austin
Live Webcast

Individual
Last day for $595.00 Regular pricing: Jul 16, 2019

$645.00 for registrations received after this time

Group (5 registrants minimum)
Last day for $536.00 Regular pricing: Jul 16, 2019

$586.00 for registrations received after this time

Group (10 registrants minimum)
Last day for $476.00 Regular pricing: Jul 16, 2019

$526.00 for registrations received after this time

Last day for cancellation (full refund): Jul 12, 2019

$50 processing fee applied after this date

Last day for cancellation: Jul 15, 2019

Individual
Last day for $545.00 Regular pricing: Jul 10, 2019

$545.00 for registrations received after this time

Group (5 registrants minimum)
Last day for $491.00 Regular pricing: Jul 10, 2019

$541.00 for registrations received after this time

Group (10 registrants minimum)
Last day for $436.00 Regular pricing: Jul 10, 2019

$486.00 for registrations received after this time

Last day for cancellation (full refund): Jul 12, 2019

$50 processing fee applied after this date

Last day for cancellation: Jul 15, 2019

Venue

AT&T Conference Center

The University of Texas at Austin
1900 University Avenue
Austin, TX
877.744.8822 (reservations)
Map

Accommodations

$189 room rate good through June 14, 2019 (subject to availability).

Book your room online here or call the reservations department at 877-744-8822 and reference the 2019 LLCs, LPs and Partnerships Conference. The reservations link will be active until the room block is full or the cutoff date of 6/14/19, whichever comes first.

Parking Information

Free daily self-parking at UT garages. Separate fees apply for valet and overnight parking.

28th Annual

LLCs, LPs and Partnerships

Austin Jul 18-19, 2019 AT&T Conference Center Conference Concluded

Live Webcast Jul 18-19, 2019 Conference Concluded

Buy

Related products: eConference Materials

Overview

Event Schedule

Thursday Morning, July 18, 2019

Thursday Afternoon, July 18, 2019

Friday Morning, July 19, 2019

Conference Faculty

Danielle Ahlrich

John C. Ale

Dan G. Baucum

Daniel Bell-Garcia

William Paul Bowers

Erreka Campbell

George W. Coleman

Christopher Alan Cunningham

William D. Elliott

Briana Godbey

Karen L. Hart

Trenton Hood

Skyla R. Johnson

Brandon S. Jones

Shana McGirl

Elizabeth S. Miller

Douglas K. Moll

Patrick L. O'Daniel

Daryl B. Robertson

Frank Z. Ruttenberg

Nate St. Clair

Kevin Thomason

K. "Andy" Tiwari

Ryan Valenza

Gene Wolf Jr.

Planning Committee

Cliff Ernst—Co-Chair

Elizabeth S. Miller—Co-Chair

John C. Ale

Erreka Campbell

George W. Coleman

Brady J. Cox

Barbara Spudis de Marigny

Carmen Flores

Trenton Hood

Brandon S. Jones

Robert R. Keatinge

Frank Z. Ruttenberg

Sally A. Schreiber

Kevin Thomason

K. "Andy" Tiwari

Lorna S. Wassdorf

Credit Info

MCLE Credit

Other Credit

MCLE Credit

Other Credit

Key Dates

Venue

AT&T Conference Center

Accommodations

Parking Information

Stay in the loop with UT Law CLE

28^th Annual

Austin Jul 18-19, 2019 AT&T Conference Center
Conference Concluded

Live Webcast Jul 18-19, 2019
Conference Concluded