32^nd Annual

LLCs, LPs and Partnerships

Austin Jul 13-14, 2023 The Otis Hotel Austin
Conference Concluded

Live Webcast Jul 13-14, 2023
Conference Concluded

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Related products: eConference Materials

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Overview

LLCs, LPs and Partnerships, now in its 32nd 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.

2023 highlights include:

Hear the latest updates in Texas case law, as well as filing tips and administrative guidance from the Secretary of State.
Examine recent cases under state and federal law exploring the boundaries of “What is a Security?”.
Hear a summary of selected bills passed in the 2023 Texas Legislature affecting partnerships and limited liability companies.
Texas Two-Step: What’s all the Fuss About? Provides a summary of the state of play in this zone.
Covenants Not to Compete and the Proposed FTC Ban covers the proposed rule, the status of potential opposition to the rule, as well as what businesses should do to prepare in the event the rule is approved in its current form.

Event Schedule

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

Day 1 July 13, 2023
Day 2 July 14, 2023

Time

Credit

Subject

Speaker
Thursday Morning, July 13, 2023
Presiding Officer:
Cliff Ernst, McGinnis Lochridge - Austin, 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
Douglas K. Moll, University of Houston Law Center - Houston, TX
9:30 am

0.50 hr

Part One: Corporate Transparency Act Regulations

Hear an overview of the Corporate Transparency Act and related regulations and a discussion regarding who is a reporting company, who is a beneficial owner, and what information will be required to be disclosed.

Lauren White, Haynes and Boone, LLP - Dallas, TX
10:00 am

0.50 hr ethics

Part Two: Corporate Transparency Act Regulations and the Practical Implications

A practice-focused review on the implications of the CTA for lawyers who serve or who have served as an organizer of covered entities and what communications and safeguards practitioners can implement now to prepare themselves and their clients for the implementation of the CTA.

Charis B. Clawson, Baird, Crews, Schiller and Whitaker, P.C. - Temple, TX
Taylor Fitzner, Baird, Crews, Schiller and Whitaker, P.C. - Temple, TX
10:30 am

15-Minute Break
10:45 am

0.75 hr

Capital Call Provisions in LLC and Partnership Agreements

A discussion of planning and drafting issues related to capital calls by LLCs and partnerships, including an analysis of relevant case law and examples of capital call contract provisions.

Cliff Ernst, McGinnis Lochridge - Austin, TX
K. "Andy" Tiwari, Tiwari, PLLC - San Antonio, TX
11:30 am

0.50 hr

Covenants Not to Compete and the Proposed FTC Ban

In January, the Federal Trade Commission announced a proposed rule that, if enacted, would amount to a near-total ban on the use of non-compete agreements and leave employers with fewer legal means of protecting their confidential and proprietary information. This presentation will cover the proposed rule, the status of potential opposition to the rule, as well as what businesses should do to prepare in the event the rule is approved in its current form.

Kevin Koronka, Husch Blackwell LLP - Austin, TX
12:00 pm
Austin Only

Pick Up Lunch
Thursday Afternoon, July 13, 2023
Presiding Officer:
Erreka Campbell, Apple, Inc. - Austin, TX
Luncheon Presentation
12:20 pm

0.75 hr

Texas Legislative Update for Partnerships and LLCs

Summary of selected bills passed in the 2023 Texas Legislature affecting partnerships and limited liability companies.

Daryl B. Robertson, Hunton Andrews Kurth LLP - Dallas, TX
1:05 pm

15-Minute Break
1:20 pm

0.75 hr

Texas Tax Update

A discussion of Texas taxes, including some potential opportunities and pitfalls facing LLCs, LPs, and Partnerships.

Rich Moore, Reed Smith LLP - Austin, TX
2:05 pm

0.50 hr

A Resurgence of the Capital Gain Exclusion Under Section 1202 (Qualified Small Business Stock)

In recent years, there has been a resurgence in companies structured to qualify for the capital gain exclusion under Section 1202 for qualified small business stock. Hear a review of the essential requirements for a business to qualify for this attractive tax benefit, important considerations for business owners and investors, and the use of LLCs and partnerships in Section 1202 structures.

Brandon Bloom, Holland & Knight LLP - Dallas, TX
2:35 pm

0.75 hr
0.25 hr ethics

Texas Two-Step: What’s all the Fuss About?

The Texas Business Organizations Code permits a Texas corporation, LLC or limited partnership to merge into itself and thereby divide its assets and liabilities among itself and one or more additional new entities, but may not thereby prejudice the rights of its creditors under existing laws. Delaware permits LLC and limited partnerships (but not corporation) to effect similar divisions. Recently businesses with mass tort liability litigation have used divisive mergers to apportion their assets and liabilities so that the litigation is allocated to a surviving new entity with limited assets, filed for bankruptcy, and the plaintiffs have challenged the actions in courts with mixed results. Hear a summary of the state of play in this zone.

Byron F. Egan, Jackson Walker LLP - Dallas, TX
3:20 pm

10-Minute Break
3:30 pm

0.50 hr
0.25 hr ethics

Updates from Delaware

A survey of recent Delaware cases addressing significant issues, including fiduciary duties, elimination of fiduciary duties and contractual interpretation in the context of LLCs and partnerships (including limited partnerships and LLPs).

Cliff C. Gardner, Skadden, Arps, Slate, Meagher & Flom LLP - Wilmington, DE
4:00 pm

0.50 hr

Drafting Net Profit Agreements

Net profits agreements are used in transactions where the parties have an interest in sharing in profits but do not want to create or participate in an entity arrangement with the parties involved. Net profits agreements raise a number of issues which may be as basic as the very definition of what the parties intend to share, as well as the methods of payout, the impact on tax consequences of these arrangements and concerns relating to the unintended partnership. Review the issues lawyers may need to consider with their clients to draft an effective net profits agreement.

Michael A. DePompei, Haynes Boone, LLP - Dallas, TX
Frank Z. Ruttenberg, Haynes Boone, LLP - San Antonio, TX
4:30 pm

1.00 hr ethics

Practicing of Law Across State Lines, Cross Border Issues and Privacy

Privacy laws continue to develop and evolve as regulators promulgate regulations and laws that seek to protect and permit individual privacy rights and remedies. Gain insight on issues that arise in privacy, including COPA and biometric data, and will discuss the expectation for the development of new privacy laws within the United States and best practices to adopt when responding to privacy incidents and advising clients and internal stakeholders.

Skyla R. Banks, Amplitude, Inc. - Dallas, TX
Fisayo Fadelu, Pecan Street - Austin, TX
Brice White, Meta, Inc. - Dallas, TX
5:30 pm
Austin Only

Adjourn to Reception (5:30 p.m. to 6:30 p.m.)

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

Time

Credit

Subject

Speaker
Friday Morning, July 14, 2023
Presiding Officer:
Robert R. Keatinge, Holland & Hart LLP - Denver, CO
7:30 am
Austin Only

Conference Room Opens

Includes continental breakfast.
8:30 am

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 and our system modernization initiative.

Chase A. Howell, Texas Secretary of State - Austin, TX
9:15 am

0.75 hr

Unincorporated Interests as Securities Under Federal Law and State Law

Everyone knows that corporate stock and bonds are securities under both federal and state law, but what about limited partnership interests? LLP interests? LLC interests? Joint venture interests? Explore recent cases under state and federal law exploring the boundaries of “What is a Security?”.

Christine Hurt, Southern Methodist University Dedman School of Law - Dallas, TX
10:00 am

15-Minute Break
10:15 am

0.75 hr

Structuring Acquisitions and Sales when the Target is an S Corp

Explore popular structuring methods used to acquire businesses operating as an S Corp, including a step-by-step analysis of the tax-free S Corp “F” Reorganization technique whereby a target S Corp is converted into an LLC that is acquired by the purchaser. Alternative structuring options, equity rollovers, and S Corp due diligence issues also will be discussed.

Dan G. Baucum, Ferguson Braswell Fraser Kubasta PC - Plano, TX
Adrienne Randle Bond, Frost Brown Todd LLP - Houston, TX
11:00 am

0.75 hr

Texans Doing Business in Mexico and Mexicans Doing Business in Texas

Review and update structuring principals for Mexico-sourced investment in the U.S., and U.S.-sourced investment in Mexico, and provide highlights of U.S. tax developments impacting these international transactions. Hear a review of business structures for doing business across the U.S.-Mexico border, and a discussion of key concepts, common traps and reporting requirements.

William H. Hornberger, Jackson Walker LLP - Dallas, TX
Raúl Navarro, Chevez Ruiz Zamarripa - Houston, TX
11:45 am

1.00 hr ethics

Ethics in the Age of AI: Legal Practice Transformations

Gain insight into the ethical dilemmas that arise when utilizing ChatGPT and similar generative AI technologies in the legal field. Hear a discussion addressing the potential pitfalls and evolving responsibilities of Texas partnership attorneys in this new era.

Robert R. Keatinge, Holland & Hart LLP - Denver, CO
Kayla Landeros, Baylor Law School and West, Webb, Allbritton & Gentry, PC - Waco, TX
12:45 pm

Adjourn

Day 1 July 13, 2023
Day 2 July 14, 2023

Download Schedule

Conference Faculty

Skyla R. Banks

Amplitude, Inc.
Dallas, TX

Dan G. Baucum

Ferguson Braswell Fraser Kubasta PC
Plano, TX

Brandon Bloom

Holland & Knight LLP
Dallas, TX

Adrienne Randle Bond

Frost Brown Todd LLP
Houston, TX

Charis B. Clawson

Baird, Crews, Schiller and Whitaker, P.C.
Temple, TX

Michael A. DePompei

Haynes Boone, LLP
Dallas, TX

Byron F. Egan

Jackson Walker LLP
Dallas, TX

Cliff Ernst

McGinnis Lochridge
Austin, TX

Fisayo Fadelu

Pecan Street
Austin, TX

Taylor Fitzner

Baird, Crews, Schiller and Whitaker, P.C.
Temple, TX

Cliff C. Gardner

Skadden, Arps, Slate, Meagher & Flom LLP
Wilmington, DE

William H. Hornberger

Jackson Walker LLP
Dallas, TX

Chase A. Howell

Texas Secretary of State
Austin, TX

Christine Hurt

Southern Methodist University Dedman School of Law
Dallas, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Kevin Koronka

Husch Blackwell LLP
Austin, TX

Kayla Landeros

Baylor Law School and West, Webb, Allbritton & Gentry, PC
Waco, TX

Elizabeth S. Miller

Baylor Law School
Waco, TX

Douglas K. Moll

University of Houston Law Center
Houston, TX

Rich Moore

Reed Smith LLP
Austin, TX

Raúl Navarro

Chevez Ruiz Zamarripa
Houston, TX

Daryl B. Robertson

Hunton Andrews Kurth LLP
Dallas, TX

Frank Z. Ruttenberg

Haynes Boone, LLP
San Antonio, TX

K. "Andy" Tiwari

Tiwari, PLLC
San Antonio, TX

Brice White

Meta, Inc.
Dallas, TX

Lauren White

Haynes and Boone, LLP
Dallas, 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

Dan G. Baucum

Ferguson Braswell Fraser Kubasta PC
Plano, TX

Erreka Campbell

Apple, Inc.
Austin, TX

Traci L. Cotton

Texas Secretary of State
Austin, TX

Brady J. Cox

Jackson Walker LLP
Dallas, TX

Barbara Spudis de Marigny

Baker Botts
Houston, TX

William D. Elliott

Elliott, Thomason & Gibson, LLP
Dallas, TX

Trenton Hood

Winstead PC
Dallas, TX

Christine Hurt

Southern Methodist University Dedman School of Law
Dallas, TX

Brandon S. Jones

Haynes Boone, LLP
Fort Worth, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

April Rogers

The University of Texas School of Law
Austin, TX

Frank Z. Ruttenberg

Haynes Boone, LLP
San Antonio, TX

K. "Andy" Tiwari

Tiwari, PLLC
San Antonio, TX

Lorna S. Wassdorf

Austin, TX

MCLE Credit

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 Attendance will be provided in Your Briefcase for your records. The system reports Texas CLE credit every Monday. 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

California – 12.00 hrs | 3.00 hrs Ethics

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 must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. UT Law CLE will maintain Attendance Records for four years.

Oklahoma – 14.50 hrs | 3.50 hrs Ethics

At the conference, you will need to sign in on the Record of Attendance form at the registration desk. You must claim your credit online in Your Briefcase, and 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.

Pennsylvania – 12.00 hrs | 3.00 hrs Ethics

UT Law CLE is an approved provider of Pennsylvania credit, sponsor #236. You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. You may also be required to sign-in at the registration desk if you are attending in-person - please see staff onsite for more details. 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 – 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.

At the conference, you will need to sign in on the Record of Attendance form at the registration desk. You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records.

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

Other Credit

National Accounting CPE – 14.50 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 – 14.50 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 Laura Tolin, ltolin@law.utexas.edu, if you have additional questions.

MCLE Credit

Texas – 12.00 hrs | 3.00 hrs Ethics
Legal Specialization(s): Civil Appellate Law, Consumer Law, Civil Trial Law, Tax Law

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 – 12.00 hrs | 3.00 hrs Ethics

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 – 14.50 hrs | 3.50 hrs Ethics

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 – 12.00 hrs | 3.00 hrs Ethics

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 – 12.00 hrs | 3.00 hrs Ethics

Note on Self-Reporting Your Credits in Another State

To claim Other States MCLE credit, Other States credit option must be selected PRIOR to viewing the live webcast. You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records.

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

Key Dates

Austin – Jul 13-14, 2023 – The Otis Hotel Austin

Conference Concluded

Live Webcast – Jul 13-14, 2023

Conference Concluded

Buy

Austin
Live Webcast

Individual
Last day for $645.00 Regular pricing: Jul 5, 2023

$745.00 for registrations received after this time

Group (5 registrants minimum)
Last day for $580.00 Regular pricing: Jul 5, 2023

$680.00 for registrations received after this time

Group (10 registrants minimum)
Last day for $515.00 Regular pricing: Jul 5, 2023

$615.00 for registrations received after this time

Last day for cancellation (full refund): Jul 7, 2023

$50 processing fee applied after this date

Last day for cancellation: Jul 10, 2023

Individual
Last day for $645.00 Regular pricing: Jul 5, 2023

$745.00 for registrations received after this time

Group (5 registrants minimum)
Last day for $580.00 Regular pricing: Jul 5, 2023

$680.00 for registrations received after this time

Group (10 registrants minimum)
Last day for $515.00 Regular pricing: Jul 5, 2023

$615.00 for registrations received after this time

Last day for cancellation (full refund): Jul 7, 2023

$50 processing fee applied after this date

Last day for cancellation: Jul 10, 2023

Venue

The Otis Hotel Austin

1901 San Antonio St.
Austin, TX 78705
512-473-8900
Map

Accommodations

$189 room rate good through June 21, 2023 (subject to availability). Please follow this link to book your reservation online.

Parking Information

Daily self-parking: $25
Daily overnight self-parking: $39
Valet Parking: $47

32nd Annual

LLCs, LPs and Partnerships

Austin Jul 13-14, 2023 The Otis Hotel Austin Conference Concluded

Live Webcast Jul 13-14, 2023 Conference Concluded

Buy

Related products: eConference Materials

Overview

Event Schedule

Thursday Morning, July 13, 2023

Thursday Afternoon, July 13, 2023

Friday Morning, July 14, 2023

Conference Faculty

Skyla R. Banks

Dan G. Baucum

Brandon Bloom

Adrienne Randle Bond

Charis B. Clawson

Michael A. DePompei

Byron F. Egan

Cliff Ernst

Fisayo Fadelu

Taylor Fitzner

Cliff C. Gardner

William H. Hornberger

Chase A. Howell

Christine Hurt

Robert R. Keatinge

Kevin Koronka

Kayla Landeros

Elizabeth S. Miller

Douglas K. Moll

Rich Moore

Raúl Navarro

Daryl B. Robertson

Frank Z. Ruttenberg

K. "Andy" Tiwari

Brice White

Lauren White

Planning Committee

Cliff Ernst—Co-Chair

Elizabeth S. Miller—Co-Chair

John C. Ale

Dan G. Baucum

Erreka Campbell

Traci L. Cotton

Brady J. Cox

Barbara Spudis de Marigny

William D. Elliott

Trenton Hood

Christine Hurt

Brandon S. Jones

Robert R. Keatinge

April Rogers

Frank Z. Ruttenberg

K. "Andy" Tiwari

Lorna S. Wassdorf

Credit Info

MCLE Credit

Other Credit

MCLE Credit

Other Credit

Key Dates

Venue

The Otis Hotel Austin

Accommodations

Parking Information

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32^nd Annual

Austin Jul 13-14, 2023 The Otis Hotel Austin
Conference Concluded

Live Webcast Jul 13-14, 2023
Conference Concluded