33^rd Annual

LLCs, LPs and Partnerships

Austin Jul 11-12, 2024 The Otis Hotel Austin
Conference Concluded

Live Webcast Jul 11-12, 2024
Conference Concluded

Buy

Related products: eConference Materials

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Overview

LLCs, LPs and Partnerships, now in its 33rd 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.
2024 highlights include:

Two-part Case Law Updates Showcasing 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).
Hear the latest developments affecting members, owners, and partners in the areas of employment, including enforcement of non-competition and nondisclosure agreements, confidentiality and more.
“Breaking Up is Hard to Do”: S Corp, LLC, and Partnership Divisions, examines how to spin-off, split-off, or split-up a passthrough entity, including business and tax considerations and pitfalls for the unaware.
The Secretary of State provides updates and resources to make tour transactions with the office easier including information on their system modernization program with a review of online service available in the new SOS portal.
Explore practical considerations for business lawyers and their clients when businesses are considering bankruptcy.
Earn 3.00 hours of legal ethics including a presentation on Integrating the New Texas Disciplinary Rules and Changes Into Your Practice.
Be sure to join your colleagues, faculty members, and planning members for our Thursday Evening Networking Reception.

New this year, come a day early for Wednesday evening’s Choice of Entity Fundamentals—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 11, 2024
Day 2 July 12, 2024

Time

Credit

Subject

Speaker
Thursday Morning, July 11, 2024
Presiding Officer:
John C. Ale, Attorney and Arbitrator (Retired) - Houston, TX
7:30 am
Austin Only

Registration Opens

Includes continental breakfast.
8:20 am

Welcoming Remarks
8:30 am

0.75 hr

Case Law Update Part 1

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
9:15 am

0.75 hr

Fiduciary Duties and LLC’s

A review of Texas law related to the fiduciary duties of managers, officers and members of Texas LLCs, including a recent trend related to informal fiduciary duties.

Cliff Ernst, McGinnis Lochridge - Austin, TX
John C. Ale, Attorney and Arbitrator (Retired) - Houston, TX
10:00 am

15-Minute Break
10:15 am

0.75 hr

Individual Members and Partners Part 1: Overview and Recent Developments

A discussion of recent developments in the area of employment law that may impact individual owners and employees of LLC's and partnerships including the recent U.S. Supreme Court holdings in Muldrow v. City of St. Louis and Federal Trade Commission non-competition rules.

Lawrence Morales II, The Morales Firm, P.C. - San Antonio, TX
11:00 am

0.75 hr

Individual Members and Partners Part 2: Getting Granular

A discussion of “what happens next” when a member, partner, or owner leaves an entity and how to handle contentious exits. During our presentation we address enforcement of non-competition and nondisclosure agreements, confidentiality and intellectual property issues, how to enforce buy-sell provisions, and what to do if your entity does not have exit mechanisms.

Kayla Landeros, Baylor Law School - Temple, TX
Baili B. Rhodes, West, Webb, Allbriton & Gentry, P.C. - College Station, TX
11:45 am

0.50 hr

Is This Really the Law?

Whose “default” is it? A review of select provisions of the TBOC that may surprise you when operating agreements don’t address an issue and instead rely on the statutory default.

Trenton Hood, Winstead PC - Dallas, TX
12:15 pm
Austin Only

Pick Up Lunch

Included in registration.
Thursday Afternoon, July 11, 2024
Presiding Officer:
Baili B. Rhodes, West, Webb, Allbriton & Gentry, P.C. - College Station, TX
LUNCHEON PRESENTATION
12:35 pm

0.75 hr

I Can’t Go For That (No Can Do): Celebrity Entities and Entanglements

An examination of special purpose business structures in the entertainment industry, commonly known as "Loan-Out” companies, and issues that arise when celebrities, such as actors, musicians, athletes, famous doctors, etc. utilize these Loan-Out companies to own their intellectual properties and provide their professional services, including a discussion of related ligation such as Hall v. Oates (2023).

Ken Pajak, Pajak Law, PLLC - Austin, TX
1:20 pm

15-Minute Break
1:35 pm

0.75 hr

Case Law Update Part 2

Continuation of 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
2:20 pm

0.75 hr
0.50 hr ethics

Corporate Transparency Act Part 1: The Law

This presentation provides an overview and review of the statutory and regulatory requirements of the Corporate Transparency Act, including new 2024 FinCEN guidance and a discussion of judicial challenges to the CTA (including the Alabama district court case that ruled the CTA unconstitutional).

Lauren A. White, Haynes and Boone, LLP - Dallas, TX
3:05 pm

10-Minute Break
3:15 pm

0.75 hr ethics

Corporate Transparency Act Part 2: Ethical and Practical Considerations

Various ways to address the Corporate Transparency Act in the context of entity formation, continued operation and client communication.

Charis B. Clawson, Baird, Crews, Schiller and Whitaker, P.C. - Temple, TX
4:00 pm

1.00 hr

“Breaking Up is Hard to Do”: S Corp, LLC and Partnership Divisions

How to spin-off, split-off, or split-up a passthrough entity, business and tax considerations and pitfalls for the unaware.

Dan G. Baucum, Ferguson Braswell Fraser Kubasta PC - Plano, TX
William D. Elliott, Elliott, Thomason & Gibson, LLP - Dallas, TX
5:00 pm

0.75 hr ethics

Mum's the Word: Maintaining Client Confidentiality and Dealing with Ethical Challenges while Working from Anywhere and Everywhere

Working remotely and virtual meetings are here to stay. This presentation provides practical suggestions for structuring engagement letters, addressing conflicts of interest, and safeguarding client communications across all mediums.

Braxton Wilks, Winstead PC - Austin, TX
5:45 pm

Adjourn to Reception

Time

Credit

Subject

Speaker
Friday Morning, July 12, 2024
Presiding Officer:
Cliff Ernst, McGinnis Lochridge - Austin, TX
7:30 am
Austin Only

Registration Opens

Includes continental breakfast.
8:30 am

0.75 hr

Secretary of State Update

Learn about filing tips and resources that can make your transactions with the Secretary of State (SOS) easier and more predictable; hear updates on our system modernization program, including an overview of online services available in the new SOS Portal.

David R. Eskew, Texas Secretary of State - Austin, TX
9:15 am

0.75 hr

Self-Employment Tax for Partners

This panel discusses the current treatment of individuals’ distributive share of partnership income for self-employment tax purposes, including the recent Tax Court pronouncement on treatment of individuals who are limited partners for purposes of state law.

Robert R. Keatinge, Holland & Hart LLP - Denver, CO
10:00 am

15-Minute Break
10:15 am

0.50 hr

Trademarks and Intellectual Property: What Does the General Business Lawyer Need to Know?

An overview of trademark and related intellectual property issues for business lawyers, including the following topics: What is a trademark? How can brands and trademarks be protected? What is the difference between a trademark, a trade secret, a copyright and a patent?

Jeffrey M. Becker, Haynes and Boone, LLP - Dallas, TX
10:45 am

0.75 hr

Preparing for a Bankruptcy

A discussion of practical considerations for business lawyers and their clients when businesses are considering bankruptcy.

Simon Mayer, Locke Lord, LLP - Houston, TX
11:30 am

1.00 hr ethics

Integrating the New Texas Disciplinary Rules and Changes Into Your Practice

This presentation discusses which of the proposed Disciplinary Rules passed, the impact of those rules, and the important changes that lawyers can make to integrate those provisions in daily practice of law.

Claude E. Ducloux, Attorney at Law - Austin, TX
12:30 pm

Adjourn

Day 1 July 11, 2024
Day 2 July 12, 2024

Download Schedule

Conference Faculty

John C. Ale

Attorney and Arbitrator (Retired)
Houston, TX

Dan G. Baucum

Ferguson Braswell Fraser Kubasta PC
Plano, TX

Jeffrey M. Becker

Haynes and Boone, LLP
Dallas, TX

Charis B. Clawson

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

Claude E. Ducloux

Attorney at Law
Austin, TX

William D. Elliott

Elliott, Thomason & Gibson, LLP
Dallas, TX

Cliff Ernst

McGinnis Lochridge
Austin, TX

David R. Eskew

Texas Secretary of State
Austin, TX

Trenton Hood

Winstead PC
Dallas, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Kayla Landeros

Baylor Law School
Temple, TX

Simon Mayer

Locke Lord, LLP
Houston, TX

Elizabeth S. Miller

Baylor Law School
Waco, TX

Douglas K. Moll

University of Houston Law Center
Houston, TX

Lawrence Morales II

The Morales Firm, P.C.
San Antonio, TX

Ken Pajak

Pajak Law, PLLC
Austin, TX

Baili B. Rhodes

West, Webb, Allbriton & Gentry, P.C.
College Station, TX

Lauren A. White

Haynes and Boone, LLP
Dallas, TX

Braxton Wilks

Winstead PC
Austin, TX

Planning Committee

Cliff Ernst—Co-Chair

McGinnis Lochridge
Austin, TX

Elizabeth S. Miller—Co-Chair

Baylor Law School
Waco, TX

John C. Ale

Attorney and Arbitrator (Retired)
Houston, TX

Dan G. Baucum

Ferguson Braswell Fraser Kubasta PC
Plano, TX

Erreka Campbell

Apple, Inc.
Austin, TX

Brady J. Cox

Jackson Walker LLP
Dallas, TX

William D. Elliott

Elliott, Thomason & Gibson, LLP
Dallas, TX

Carmen Flores

Texas Secretary of State (retired)
Austin, 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

Shana F. McGirl

DuBois, Bryant & Campbell, LLP
Austin, TX

Baili B. Rhodes

West, Webb, Allbriton & Gentry, P.C.
College Station, TX

April Rogers

The University of Texas School of Law
Austin, TX

Frank Z. Ruttenberg

Haynes Boone, LLP
San Antonio, TX

K. "Andy" Tiwari

CJMA Business Law and Litigation
San Antonio, 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 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 – 12.00 hrs | 3.00 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 – 14.50 hrs | 3.50 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.

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. Attorney attendance will be reported to Pennsylvania within 2 weeks after credit is claimed and submit. 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.

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.

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 provided to other licensing authorities as needed.

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.

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 us at accreditation@utcle.org 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

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 – 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.

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.

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.

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 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

CPA - Other States – 14.50 hrs

You may use this accounting certificate to self-report your CPA credit to various states. Use this handy registry guide for state-by-state rules: https://www.nasbaregistry.org/cpe-requirements

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 us at accreditation@utcle.org if you have additional questions.

Key Dates

Austin – Jul 11-12, 2024 – The Otis Hotel Austin

Conference Concluded

Live Webcast – Jul 11-12, 2024

Conference Concluded

Buy

Austin
Live Webcast

Individual
Last day for $625.00 Early Bird pricing: Feb 19, 2024
Last day for $675.00 Regular pricing: Jun 26, 2024

$775.00 for registrations received after this time

Group (5 registrants minimum)
Last day for $560.00 Early Bird pricing: Feb 19, 2024
Last day for $610.00 Regular pricing: Jun 26, 2024

$710.00 for registrations received after this time

Group (10 registrants minimum)
Last day for $490.00 Early Bird pricing: Feb 19, 2024
Last day for $540.00 Regular pricing: Jun 26, 2024

$640.00 for registrations received after this time

Last day for cancellation (full refund): Jul 5, 2024

$100 processing fee applied after this date

Last day for cancellation: Jul 8, 2024

Individual
Last day for $625.00 Early Bird pricing: Feb 19, 2024
Last day for $675.00 Regular pricing: Jun 26, 2024

$775.00 for registrations received after this time

Group (5 registrants minimum)
Last day for $560.00 Early Bird pricing: Feb 19, 2024
Last day for $610.00 Regular pricing: Jun 26, 2024

$710.00 for registrations received after this time

Group (10 registrants minimum)
Last day for $490.00 Early Bird pricing: Feb 19, 2024
Last day for $540.00 Regular pricing: Jun 26, 2024

$640.00 for registrations received after this time

Add-on
Last day for $75.00 Regular pricing: Jun 26, 2024

$75.00 for registrations received after this time

Last day for cancellation (full refund): Jul 5, 2024

$100 processing fee applied after this date

Last day for cancellation: Jul 8, 2024

Venue

The Otis Hotel Austin

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

Accommodations

$189 room rate good through June 20, 2023 (subject to availability). Please follow this link to book your reservation online.

Parking Information

Daily self-parking: $35

Daily overnight self-parking: $45

Valet Parking: $55

33rd Annual

LLCs, LPs and Partnerships

Austin Jul 11-12, 2024 The Otis Hotel Austin Conference Concluded

Live Webcast Jul 11-12, 2024 Conference Concluded

Buy

Related products: eConference Materials

Overview

Event Schedule

Thursday Morning, July 11, 2024

Thursday Afternoon, July 11, 2024

Friday Morning, July 12, 2024

Conference Faculty

John C. Ale

Dan G. Baucum

Jeffrey M. Becker

Charis B. Clawson

Claude E. Ducloux

William D. Elliott

Cliff Ernst

David R. Eskew

Trenton Hood

Robert R. Keatinge

Kayla Landeros

Simon Mayer

Elizabeth S. Miller

Douglas K. Moll

Lawrence Morales II

Ken Pajak

Baili B. Rhodes

Lauren A. White

Braxton Wilks

Planning Committee

Cliff Ernst—Co-Chair

Elizabeth S. Miller—Co-Chair

John C. Ale

Dan G. Baucum

Erreka Campbell

Brady J. Cox

William D. Elliott

Carmen Flores

Trenton Hood

Christine Hurt

Brandon S. Jones

Robert R. Keatinge

Shana F. McGirl

Baili B. Rhodes

April Rogers

Frank Z. Ruttenberg

K. "Andy" Tiwari

Credit Info

MCLE Credit

Other Credit

MCLE Credit

Other Credit

Key Dates

Venue

The Otis Hotel Austin

Accommodations

Parking Information

Stay in the loop with UT Law CLE

33^rd Annual

Austin Jul 11-12, 2024 The Otis Hotel Austin
Conference Concluded

Live Webcast Jul 11-12, 2024
Conference Concluded