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30th Annual

LLCs, LPs and Partnerships

Live Webcast Jul 7-9, 2021
Conference Concluded
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Overview

LLCs, LPs and Partnerships, now in its 30th year, features a distinguished faculty of practitioners and academics covering the latest developments in unincorporated entities. This year’s live webcast offers a flexible schedule of three partial days that provide great forms, model agreements, coverage of best practices for key clauses and provisions, and analyzes issues faced by practitioners.

2021 webcast highlights include:

  • Hear the latest updates in Texas case law, as well as filing tips and administrative guidance from the Secretary of State.
  • Hear a summary of non-tax legislation that has been adopted in the 2021 Texas Legislature that affects partnerships and LLCs and selected other entity-related bills, including amendments to the TBOC and TBCC and a brief summary of the Texas business courts bill.
  • Three part series on the purchase and sale of interest for unincorporated entities from both the inside and outside.
  • The latest Federal Tax Update: Hot Topics in Partnership Tax
  • State Tax Considerations for Those Moving to the Lone Star State discusses the taxes imposed by the Lone Star State with a special focus on two key business taxes: Texas sales and use tax and Texas franchise tax.
  • Earn 3.00 hours of legal ethics including a presentation on multi-party representation, technology use for attorneys, and the new Texas Disciplinary Rules.

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Event Schedule

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

  • Day 1 July 7, 2021
  • Day 2 July 8, 2021
  • Day 3 July 9, 2021
  • Time
    Credit
    Subject
    Speaker
  • Wednesday Afternoon, July 7, 2021
    Presiding Officer:
    Cliff Ernst, McGinnis Lochridge - Austin, TX
  • 12:10 pm
    Welcoming Remarks

  • 12:20 pm
    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

  • 1:20 pm
    10-Minute Break

  • 1:30 pm
    0.75 hr
    Texas Legislative Update
    Hear a summary of non-tax legislation that has been adopted in the 2021 Texas Legislature that affects partnerships and LLCs and selected other entity-related bills, including amendments to the TBOC and TBCC and a brief summary of the Texas business courts bill.

    Daryl B. Robertson, Hunton Andrews Kurth LLP - Dallas, TX

  • 2:15 pm
    10-Minute Break

  • 2:25 pm
    0.75 hr
    Secretary of State Update
    Learn about filing tips and resources that will make your transactions with the Secretary of State easier and more predictable; hear updates on notable legislation.

    Traci Cotton, Texas Secretary of State - Austin, TX
    Materials By:
    Carmen Flores, Texas Secretary of State - Austin, TX

  • 3:10 pm
    10-Minute Break

  • 3:20 pm
    0.75 hr
    0.25 hr ethics
    Corporate Transparency Act (CTA)
    The Corporate Transparency Act, adopted as Title LXIV (64) of the 2021 National Defense Authorization Act, mandates the creation of a national database for the “beneficial ownership” of some 88% of the small businesses in the country. The project to adopt the implementing regulations is currently ongoing. This presentation will address topics including who is affected by this legislation and the compliance requirements and challenges presented for both lawyers and businesses.

    Thomas E. Rutledge, Stoll Keenon Ogden PLLC - Louisville, KY

  • 4:05 pm
    10-Minute Break

  • 4:15 pm
    1.00 hr ethics
    Technology Use and the Ethics that Come with It
    The 2020 Covid 19 pandemic forced dramatic changes in practice styles, with most lawyers and their clients shifting from working in offices to working remotely from home.  Technology was at the center of these changes with “Zoom” meetings, “e-signing,” “e-filing” and related technologies playing an even more critical role in the practice of law. This panel of ethics experts will examine the issues raised by these practice shifts, including discussion of alternative technological methods of service in litigation and potential waiver of attorney-client privilege due to the misuse of technology.

    Skyla R. Banks, Amdocs, Inc. - Dallas, TX
    Erreka Campbell, Apple, Inc. - Austin, TX
    Nathaniel St. Clair II, Jackson Walker LLP - Dallas, TX

  • 5:15 pm
    Adjourn Day 1

  • Time
    Credit
    Subject
    Speaker
  • Thursday Afternoon, July 8, 2021
    Presiding Officer:
    John C. Ale, Southwestern Energy Company (Retired) - Houston, TX
  • 12:10 pm
    0.50 hr
    Purchases and Sales of Interests in Unincorporated Entities – Part 1
    An overview of issues relating to the termination of an interest in pass-through entities. Thinking about the end at the beginning and designing back doors to the business relationship.

    Frank Z. Ruttenberg, Haynes and Boone, LLP - San Antonio, TX

  • 12:40 pm
    10-Minute Break

  • 12:50 pm
    0.50 hr
    Unincorporated Entity Owner Buyouts from the Inside Part 2
    Negotiating and drafting agreements for an inside transfer or purchase of interests by the issuing entity or other owners, particularly where an owner retires or seeks to leave the business and the governing documents are silent on redemptions or contain undesirable provisions.   A general overview of the ABA Model Interest Redemption Agreement with a focus on practical tips and sample clauses to consider such as releases, restrictive covenants, and intellectual property provisions.  

    K. "Andy" Tiwari, Tiwari, PLLC - San Antonio, TX

  • 1:20 pm
    10-Minute Break

  • 1:30 pm
    0.75 hr
    Purchase and Sale of Interest Involving Unincorporated Interest from the Outside—Part 3
    Part three will focus on purchase and sale transactions with an unrelated third party and will present and walk through a model Membership Interest Purchase Agreement, explaining the function of various provisions of the agreement and providing drafting and negotiation tips related to the process and the agreement.

    Shana F. McGirl, DuBois, Bryant & Campbell, LLP - Austin, TX
    Jennifer Lowary Smith, DuBois, Bryant & Campbell, LLP - Austin, TX

  • 2:15 pm
    10-Minute Break

  • 2:25 pm
    0.75 hr
    Provisions Limiting Liability and Duties in Partnership and Company Agreements
    This panel will discuss the effectiveness and limitations on provisions of partnership and company agreements which provide for the modification of duties, exoneration from liability and indemnification with respect to claims against managers, members and other employees and agents.  

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

  • 3:10 pm
    10-Minute Break

  • 3:20 pm
    0.50 hr
    An Introduction to of the Investment Company Act of 1940 and Recent SEC Rules. 
    Investment companies are pooled investment vehicles commonly formed as unincorporated entities. The speaker will provide an introduction to the regulation of these pools under the Investment Company Act of 1940 and review important rulemaking under the ’40 Act that occurred in 2020, including new rules related to exchange traded funds (ETF’s), fund of funds arrangements, derivatives and valuation.

    Eric D. Simanek, Sullivan & Worcester LLP - Washington, DC

  • 3:50 pm
    10-Minute Break

  • 4:00 pm
    0.75 hr ethics
    Looking at the New Disciplinary Rules of Conduct and Procedure: How Will My Practice Change?
    How can lawyers implement and take advantage of new useful tools contained in the 2021 Disciplinary Rules?

    Claude E. Ducloux, Attorney at Law - Austin, TX

  • 4:45 pm
    Adjourn Day 2

  • Time
    Credit
    Subject
    Speaker
  • Friday Morning, July 9, 2021
    Presiding Officer:
    Jennifer Wu, Baker Botts L.L.P. - Austin, TX
  • 8:30 am
    0.75 hr
    Statutory Trust
    Delaware and other states (but not Texas) have adopted statutory trust acts creating another form of unincorporated entity.  These speakers will analyze this form of entity, report on the work of the Uniform Statutory Trust Entity Act Committee, and consider when this form of entity might be appropriate and whether Texas would benefit for adding statutory trusts to its menu of entity choices.

    Adrienne Randle Bond, Crain Caton & James, P.C. - Houston, TX
    Thomas E. Rutledge, Stoll Keenon Ogden PLLC - Louisville, KY

  • 9:15 am
    10-Minute Break

  • 9:25 am
    0.75 hr
    Federal Tax Update: Hot Topics in Partnership Tax
    Analyze the final carried interest regulations under Section 1061, IRS partnership audits and enforcement efforts, and President Biden’s tax proposals. 

    Brandon Bloom, Thompson & Knight LLP - Dallas, TX
    Lee Meyercord, Thompson & Knight LLP - Dallas, TX

  • 10:10 am
    10-Minute Break

  • 10:20 am
    0.75 hr
    LLC’s and Veil Piercing
    Effective 2011, the Texas Business Organizations Code was amended to clarify that the liability shield for shareholders of Texas corporations also applies for members of Texas limited liability companies. Examine these TBOC provisions and also explore how courts have (and have not) applied the statute in the decade since these provisions were adopted.  Analyze “reverse piercing” (holding an LLC liable for claims against its members).

    Cliff Ernst, McGinnis Lochridge - Austin, TX

  • 11:05 am
    10-Minute Break

  • 11:15 am
    0.75 hr
    State Tax Considerations for Those Moving to the Lone Star State
    Texas touts itself as a low-tax, business-friendly state. As a result, many businesses are surprised to learn that, while Texas may not impose a personal income tax, the state otherwise maintains a complex state tax scheme that can create audit headaches for those unfamiliar with Texas tax.  In this session, we’ll discuss the taxes imposed by the Lone Star State with a special focus on two key business taxes: Texas sales and use tax and Texas franchise tax.

    Danielle Ahlrich, Reed Smith LLP - Austin, TX

  • 12:00 pm
    10-Minute Break

  • 12:10 pm
    1.00 hr ethics
    Multiparty Representation —Entity Formation
    A deep-dive into the knurly problems of multi-party representation of start-up companies, including whether the client is the founder or founders or the company is yet to be formed. The ethical difficulties for the lawyer continue after formation as the company and its founders, directors and officers move beyond formation of the entity into the realm of operations.

    William D. Elliott, Elliott, Thomason & Gibson, LLP - Dallas, TX

  • 1:10 pm
    Adjourn Day 3

  • Day 1 July 7, 2021
  • Day 2 July 8, 2021
  • Day 3 July 9, 2021
Download Schedule

Conference Faculty

Danielle Ahlrich

Reed Smith LLP
Austin, TX

Skyla R. Banks

Amdocs, Inc.
Dallas, TX

Brandon Bloom

Thompson & Knight LLP
Dallas, TX

Adrienne Randle Bond

Crain Caton & James, P.C.
Houston, TX

Erreka Campbell

Apple, Inc.
Austin, TX

Traci Cotton

Texas Secretary of State
Austin, TX

Claude E. Ducloux

Attorney at Law
Austin, TX

William D. Elliott

Elliott, Thomason & Gibson, LLP
Dallas, TX

Cliff Ernst

McGinnis Lochridge
Austin, TX

Carmen Flores

Texas Secretary of State
Austin, TX

Christine Hurt

Brigham Young University
Provo, UT

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Shana F. McGirl

DuBois, Bryant & Campbell, LLP
Austin, TX

Lee Meyercord

Thompson & Knight LLP
Dallas, TX

Elizabeth S. Miller

Baylor Law School
Waco, TX

Douglas K. Moll

University of Houston Law Center
Houston, TX

Daryl B. Robertson

Hunton Andrews Kurth LLP
Dallas, TX

Thomas E. Rutledge

Stoll Keenon Ogden PLLC
Louisville, KY

Frank Z. Ruttenberg

Haynes and Boone, LLP
San Antonio, TX

Eric D. Simanek

Sullivan & Worcester LLP
Washington, DC

Jennifer Lowary Smith

DuBois, Bryant & Campbell, LLP
Austin, TX

Nathaniel St. Clair II

Jackson Walker LLP
Dallas, TX

K. "Andy" Tiwari

Tiwari, PLLC
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 (Retired)
Houston, TX

Erreka Campbell

Apple, Inc.
Austin, TX

George W. Coleman

Law Office of George W. Coleman
Dallas, TX

Traci Cotton

Texas Secretary of State
Austin, TX

Brady J. Cox

Jackson Walker LLP
Dallas, TX

Barbara Spudis de Marigny

Baker Botts
Houston, TX

Carmen Flores

Texas Secretary of State
Austin, TX

Trenton Hood

Brookshire Grocery Company
Tyler, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Shana F. McGirl

DuBois, Bryant & Campbell, LLP
Austin, TX

April Rogers

The University of Texas School of Law
Austin, TX

Frank Z. Ruttenberg

Haynes and Boone, LLP
San Antonio, TX

K. "Andy" Tiwari

Tiwari, PLLC
San Antonio, TX

Lorna S. Wassdorf

Austin, TX

Jennifer Wu

Baker Botts L.L.P.
Austin, TX

Credit Info

  • Live Webcast
MCLE Credit
Toggle view Texas – 12.00 hrs  |  3.00 hrs Ethics
Legal Specialization(s): Civil Appellate Law, Consumer 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.
Toggle view California – 12.00 hrs  |  3.00 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.
Toggle view Oklahoma – 14.50 hrs  |  3.50 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.
Toggle view Pennsylvania – 12.00 hrs  |  3.00 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.
Toggle view Other States – 12.00 hrs  |  3.00 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
Toggle view TX Accounting CPE – 15.00 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 7-9, 2021
Conference Concluded
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Last day for cancellation (full refund): Jun 30, 2021

$50 processing fee applied after this date

Last day for cancellation: Jul 5, 2021

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