29^th Annual

LLCs, LPs and Partnerships

Live Webcast Jul 23-24, 2020
Conference Concluded

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Related products: eConference Materials

Overview

LLCs, LPs and Partnerships, now in its 29th year, features a distinguished faculty of practitioners and academics covering the latest developments in unincorporated entities. The virtual program provides great forms, model agreements, coverage of best practices for key clauses and provisions, and analyzes issues faced by practitioners.

2020 highlights include:

Hear the latest updates in Texas case law, as well as filing tips and administrative guidance from the Secretary of State.
Coronavirus Relief Legislation Update
Learn about bankruptcy law issues related to unincorporated entities.
Who is a Partner?, a discussion covering partners by estoppel (purported partners), non-equity partners, and other circumstances in which the status of being a “partner” is important.
Hear a discussion presenting three model agreements tailored for a closely held company and walk through decisions that the authors made in drafting the agreements to help improve your drafting skills and result in better operating agreements.
Examine, in non-technical terms, why Target Allocations are used, how they work, and whether they should be an acceptable allocation method.
Learn drafting techniques to better prepare a family partnership, how to keep your contract out of the courtroom, Enterprise Products update and much more.
Earn 2.25 hours of legal ethics including a presentation on Ethics of Technology in Law Practice: What Lawyers Need to Know.

Tune in 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 23, 2020
Day 2 July 24, 2020

Time

Credit

Subject

Speaker
Thursday Morning, July 23, 2020
Presiding Officer:
Cliff Ernst, McGinnis Lochridge - Austin, TX
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
Douglas K. Moll, University of Houston Law Center - Houston, TX
9:30 am

5-Minute Break
9:35 am

0.75 hr

Bankruptcy in LLCs, LPs and Partnerships

Bankruptcies are likely to increase as a result of the coronavirus disease 2019 (COVID-19) pandemic. Learn about bankruptcy law issues related to unincorporated entities, including issues that arise when a partner or member declares bankruptcy and issues that arise when the entity declares bankruptcy.

James J. Wheaton, Boston University School of Law - Boston, MA
10:20 am

5-Minute Break
10:25 am

0.75 hr

Charging Orders

A charging order is a court-authorized lien imposed by a creditor on distributions made from an LLC or a partnership. Examine drafting considerations that might affect how an entity and its management are equipped to deal with charging orders.

Trenton Hood, Brookshire Grocery Company - Tyler, TX
11:10 am

5-Minute Break
11:15 am

0.75 hr

Letters of Intent and Side Letters (Enterprise Products)

On January 31, 2020, the Texas Supreme Court issued its opinion in Energy Transfer Partners, L.P. v. Enterprise Products, L.P., an important case about when a business relationship is deemed to be a partnership under Texas law. Learn about this case and what it means for structuring and drafting agreements for business relationships.

John C. Ale, Southwestern Energy Company (Retired) - Houston, TX
Christine Hurt, Brigham Young University - Provo, UT
12:00 pm

Break for Lunch - Presentations Resume at 12:25 p.m.
Thursday Afternoon, July 23, 2020
Presiding Officer:
Elizabeth S. Miller, Baylor Law School - Waco, TX
Luncheon Presentation
12:25 pm

1.00 hr ethics

Multi-Party Representation for the Business Lawyer – 2020 Revisited

Building on the 2019 presentation on Multi-Party Representation, delve more deeply into the thorny ethical issues when undertaking a business transaction with current clients, possibly impacting former clients, and with an eye to vicarious knowledge of confidences across the law firm.

George W. Coleman, Law Office of George W. Coleman - Dallas, TX
William D. Elliott, Elliott, Thomason & Gibson, LLP - Dallas, TX
1:25 pm

5-Minute Break
1:30 pm

0.50 hr
0.25 hr ethics

Who is a Partner?

People commonly refer to each other as “partners” but who is truly a partner for legal, ethical and tax purposes. A discussion covering partners by estoppel (purported partners), non-equity partners, and other circumstances in which the status of being a “partner” is important.

Christine Hurt, Brigham Young University - Provo, UT
Robert R. Keatinge, Holland & Hart LLP - Denver, CO
2:00 pm

5-Minute Break
2:05 pm

0.75 hr

Keeping Your Contract Out of the Courtroom: Contractual Rules for Drafting Partnership and Operating Agreements, Including a Helpful Checklist

Under the Texas Business Organizations Code, partnership and company agreements are powerful contractual tools for establishing the relationship among the partners or members and their organizations. Because partnership and company agreements serve such an important role in establishing these relationships, errors in the drafting of those agreements can create profound problems in the relationship of the partners or members. Explore techniques and rules to assist with drafting partnership and operating agreements in order to avoid those problems and potential litigation.

Robert R. Keatinge, Holland & Hart LLP - Denver, CO
Kayla Landeros, Baylor Law School and Naman, Howell, Smith & Lee, PLLC - Waco, TX
2:50 pm

5-Minute Break
2:55 pm

0.75 hr

Model Agreements for Closely Held LLC’s

Company agreements for LLC’s come in all shapes and sizes and it is sometimes hard to know where to turn to create an operating agreement for a new LLC. Hear a discussion presenting three model agreements tailored for a closely held company and walk you through decisions that the authors made in drafting the agreements to help improve your drafting skills and result in better operating agreements.

Cliff Ernst, McGinnis Lochridge - Austin, TX
Elizabeth S. Miller, Baylor Law School - Waco, TX
3:40 pm

5-Minute Break
3:45 pm

0.75 hr

Ambiguous, Omitted, and Inconsistent Provisions in Partnership and Company Agreements: Approaches and Examples (Plus Bonus Discussion: Force Majeure in Texas)

Even though advisors put a lot of energy into drafting partnership or operating agreements, it seems that when a dispute or need for interpretation arises every agreement has ambiguities, omissions, or inconsistencies. A commercial litigator and transactional business organizations lawyer discuss how they address these contractual infirmities and how they may be avoided in future transactions, and will explore Texas law related to force majeure clauses.

Ladd Hirsch, Winstead PC - Austin, TX
Christina Marshall, Haynes and Boone LLP - Dallas, TX
4:30 pm

5-Minute Break
4:35 pm

0.75 hr

Target Allocations for the Rest of Us

Target Allocations are widely used to allocate partnership income and loss in a manner that causes the partners’ capital accounts to match, if possible, the amount the partners should receive if the partnership liquidated and distributed its assets to the partners. But there is no IRS guidance as to whether the use of Target Allocations is an acceptable partnership allocation method. Examine in non-technical terms why Target Allocations are used, how they work, and whether they should be an acceptable allocation method.

Dan G. Baucum, Daniel Baucum Law PLLC - Dallas, TX
William D. Elliott, Elliott, Thomason & Gibson, LLP - Dallas, TX
5:20 pm

Adjourn

Time

Credit

Subject

Speaker
Friday Morning, July 24, 2020
Presiding Officer:
Cliff Ernst, McGinnis Lochridge - Austin, TX
8:30 am

0.75 hr

Secretary of State Update

Learn how to avoid last-minute filing issues. Hear filing tips, resources, and administrative issues that will make you a star with your client on filing with the Secretary of State.

Kevin Tipton, Office of the Secretary of State - Austin, TX
Materials By:
Carmen Flores, Office of the Secretary of State - Austin, TX
9:15 am

5-Minute Break
9:20 am

0.75 hr

Coronavirus Relief Legislation Update

Congress has passed several pieces of legislation to assist individuals and businesses affected by the coronavirus disease 2019 (COVID-19). Hear an update on this legislation and what these new laws may mean to you and your clients.

Veronica D. Cruz, McGinnis Lochridge - Houston, TX
Robert E. Reetz Jr., McGinnis Lochridge & Kilgore - Austin, TX
Materials By:
Felicity A. Fowler, McGinnis Lochridge - Dallas & Houston, TX
10:05 am

5-Minute Break
10:10 am

0.75 hr

Family Business Entities: Avoiding the Land Mines

Never has the adage “bad facts make bad law” rung more true than in the use of business entities in the estate planning arena. Because of the importance in this arena, estate planners must understand the benefits and pitfalls associated with using business entities in family succession, business and estate planning.

Gene Wolf, Kemp Smith LLP - El Paso, TX
10:55 am

5-Minute Break
11:00 am

0.75 hr

When Unplanned Events Impact Partners, How Does the Family Partnership Respond?

Incorporated entities, especially limited partnerships, have long been used to achieve tax planning goals for families and family businesses. Often the limited partners in these family limited partnerships are individuals who will experience divorce, death or mental incapacity. Learn drafting techniques that will better prepare the entity and the other partners to deal with these events.

Frank Z. Ruttenberg, Haynes and Boone, LLP - San Antonio, TX
Jason Bashara, Law Offices of Jason S. Bashara - San Antonio, TX
11:45 am

5-Minute Break
11:50 am

1.00 hr ethics

Ethics of Technology in Law Practice: What Lawyers Need to Know

Consider ethical issues presented by the ever-changing uses of technology in the practice of law including on-line client meetings, meta-cleaning, social media problems and solutions, and your obligation to save information transmitted by texts or other media forms that are not typically auto-saved and archived.

Erreka Campbell, Apple, Inc. - Austin, TX
Skyla R. Banks, Amdocs, Inc. - Dallas, TX
Nate St. Clair, Jackson Walker LLP - Dallas, TX
12:50 pm

Adjourn

Day 1 July 23, 2020
Day 2 July 24, 2020

Download Schedule

Conference Faculty

John C. Ale

Southwestern Energy Company (Retired)
Houston, TX

Skyla R. Banks

Amdocs, Inc.
Dallas, TX

Jason Bashara

Law Offices of Jason S. Bashara
San Antonio, TX

Dan G. Baucum

Daniel Baucum Law PLLC
Dallas, TX

Erreka Campbell

Apple, Inc.
Austin, TX

George W. Coleman

Law Office of George W. Coleman
Dallas, TX

Veronica D. Cruz

McGinnis Lochridge
Houston, TX

William D. Elliott

Elliott, Thomason & Gibson, LLP
Dallas, TX

Cliff Ernst

McGinnis Lochridge
Austin, TX

Carmen Flores

Office of the Secretary of State
Austin, TX

Felicity A. Fowler

McGinnis Lochridge
Dallas & Houston, TX

Ladd Hirsch

Winstead PC
Austin, TX

Trenton Hood

Brookshire Grocery Company
Tyler, TX

Christine Hurt

Brigham Young University
Provo, UT

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Kayla Landeros

Baylor Law School and Naman, Howell, Smith & Lee, PLLC
Waco, TX

Christina Marshall

Haynes and Boone LLP
Dallas, TX

Elizabeth S. Miller

Baylor Law School
Waco, TX

Douglas K. Moll

University of Houston Law Center
Houston, TX

Robert E. Reetz Jr.

McGinnis Lochridge & Kilgore
Austin, TX

Frank Z. Ruttenberg

Haynes and Boone, LLP
San Antonio, TX

Nate St. Clair

Jackson Walker LLP
Dallas, TX

Kevin Tipton

Office of the Secretary of State
Austin, TX

James J. Wheaton

Boston University School of Law
Boston, MA

Gene Wolf

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 (Retired)
Houston, TX

Erreka Campbell

Apple, Inc.
Austin, TX

George W. Coleman

Law Office of George W. Coleman
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

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Mike Powell

Office of the Secretary of State
Austin, TX

April Rogers

The University of Texas School of Law
Austin, TX

Frank Z. Ruttenberg

Haynes and Boone, LLP
San Antonio, TX

Sally A. Schreiber

Attorney at Law
Dallas, TX

K. "Andy" Tiwari

Tiwari, PLLC
Helotes, TX

Lorna S. Wassdorf

Austin, TX

Credit Info

Live Webcast

MCLE Credit

Texas – 11.75 hrs | 2.25 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 | 2.25 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.

Pennsylvania – 11.50 hrs | 2.00 hrs Ethics

To claim Pennsylvania MCLE credit, Pennsylvania 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.

UT Law CLE is an approved provider of Pennsylvania credit, sponsor #236. Attorney attendance will be reported to Pennsylvania within 2 weeks after credit is claimed and submitted. Attorneys are not able to report this credit on their own, and UT Law CLE pays all associated fees for the credit hours. Contact us at accreditation@utcle.org if you have additional questions.

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

Other States – 11.75 hrs | 2.25 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

National Accounting CPE – 14.00 hrs

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. You may use the CPA – Other States certificate to provide to the states you need. Texas Accounting CPE is approved for self-reporting for both delivery methods, in-person and webcast. Please contact us at accreditation@utcle.org if you have additional questions.

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

Live Webcast – Jul 23-24, 2020

Conference Concluded

Buy

Live Webcast

Individual
Group (5 registrants minimum)
Group (10 registrants minimum)
Last day for cancellation (full refund): Jul 17, 2020

$50 processing fee applied after this date

Last day for cancellation: Jul 20, 2020

29th Annual

LLCs, LPs and Partnerships

Live Webcast Jul 23-24, 2020 Conference Concluded

Buy

Related products: eConference Materials

Overview

Event Schedule

Thursday Morning, July 23, 2020

Thursday Afternoon, July 23, 2020

Friday Morning, July 24, 2020

Conference Faculty

John C. Ale

Skyla R. Banks

Jason Bashara

Dan G. Baucum

Erreka Campbell

George W. Coleman

Veronica D. Cruz

William D. Elliott

Cliff Ernst

Carmen Flores

Felicity A. Fowler

Ladd Hirsch

Trenton Hood

Christine Hurt

Robert R. Keatinge

Kayla Landeros

Christina Marshall

Elizabeth S. Miller

Douglas K. Moll

Robert E. Reetz Jr.

Frank Z. Ruttenberg

Nate St. Clair

Kevin Tipton

James J. Wheaton

Gene Wolf

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

Robert R. Keatinge

Mike Powell

April Rogers

Frank Z. Ruttenberg

Sally A. Schreiber

K. "Andy" Tiwari

Lorna S. Wassdorf

Credit Info

MCLE Credit

Other Credit

Key Dates

Stay in the loop with UT Law CLE

29^th Annual

Live Webcast Jul 23-24, 2020
Conference Concluded