University of Texas School of Law
29th Annual
LLCs, LPs and Partnerships
Live Webcast Jul 23-24, 2020
$545 Individual
$490 Group rate per person (5 registrants minimum)
$435 Group rate per person (10 registrants minimum)
Related products: eConferences, Materials
In response to current events, UT Law CLE has suspended live, in-person attendance for the 29th Annual LLCs, LPs and Partnerships.

However, this year’s conference will continue virtually, via Live Webcast, as currently scheduled on July 23-24, 2020 enabling currently registered attendees to receive timely information and meet their MCLE requirements. We will notify all registrants via email with options for transferring their registration to this live webcast or requesting credits/refunds, and will post regular updates on our website regarding this conference. For further inquiries, please contact our Customer Service Team at service@utcle.org.

UT Law CLE

2020 LLCs, LPs and Partnerships

Program Features
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.

UT Law CLE

2020 LLCs, LPs and Partnerships

7/6/20
Schedule

Thursday Morning

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

Live Webcast Only

Break for Lunch - Presentations Resume at 12:25 p.m.

Thursday Afternoon

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 Law – 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

Friday Morning

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
Felicity A. Fowler, McGinnis Lochridge - Dallas & Houston, TX
Robert E. Reetz Jr., McGinnis Lochridge & Kilgore - Austin, 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

UT Law CLE

2020 LLCs, LPs and Partnerships

Faculty

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

UT Law CLE

2020 LLCs, LPs and Partnerships

Credit Information

MCLE Credit

Texas
11.75 hrs  |  2.25 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  |  2.25 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.
Pennsylvania
11.50 hrs  |  2.00 hrs Ethics
Additional Information
UT Law CLE is an approved provider of Pennsylvania credit, sponsor #236. Attorney attendance will be reported to Pennsylvania within 2 weeks of the webcast conclusion. Attorneys are not able to report this credit on their own, and UT Law CLE pays all associated fees for the credit hours. Contact Laura Tolin, ltolin@law.utexas.edu, if you have additional questions.
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. 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.

Contact Laura Tolin, ltolin@law.utexas.edu, if you have additional questions.

MCLE Credit

Texas
11.75 hrs  |  2.25 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  |  2.25 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.  

Contact Laura Tolin, ltolin@law.utexas.edu, if you have additional questions.

UT Law CLE

2020 LLCs, LPs and Partnerships

Key Dates

Live Webcast

  • Last day for cancellation (full refund): Jul 17, 2020
  • Last day for cancellation (partial refund): Jul 20, 2020
    $50 processing fee applied

UT Law CLE

2020 LLCs, LPs and Partnerships

Hotel / Venue