Speaker and attendees at a UT Law CLE conference presentation
eCourse

Answer Bar: LLCs and Partnerships Formation

Contains material from Aug 2022 to Dec 2025
Answer Bar: LLCs and Partnerships Formation
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Session 1: 2025 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).

Session 2: 2025 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 the agency’s ongoing system modernization program, including an overview of online services both available now as well as under development in the new SOSPortal.  

Session 3: Legislative Update on 2025 TBOC Amendments - A report on 2025 Texas legislation amending the Texas Business Organizations Code and some other Texas legislation of interest.  

Session 4: Professional Partnerships - A discussion of issues involved in establishing a professional partnership and examination of a model partnership agreement for a limited liability partnership.

Session 5: Tax Planning Opportunities for Small Businesses: Re-evaluating the Toolbox after the OBBBA - A new look at the business and tax factors affecting your client’s choice of entity following the implementation of the One Big Beautiful Bill Act. Is the LLC still the top option, or have corporations taken the lead?

Session 06: Updated Model LLC Agreements - Review three model agreements tailored for a closely held company, including a discussion of some recent changes in the models as well as decisions that the authors made in drafting the models to help improve your drafting skills and result in better operating agreements.

Session 07: 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. 

Includes: Video Captions Audio Transcript Paper Slides

  • Total Credit Hours:
  • 5.00 | 0.25 ethics
  • Credit Info
  • TX, CA, PA
  • TX MCLE credit expires: 4/30/2027
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Sessions

Credit
1. Case Law Update (Dec 2025)

Elizabeth S. Miller

0.75 0.00 0.00 0.75
Downloadable Materials
Transcript (txt)
Paper (pdf) – 236 pgs
Slides (pdf) – 24 pgs

Session 1 —47 mins 0.75

Case Law Update (Dec 2025)

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).

Originally presented: Sep 2025 LLCs, LPs and Partnerships

Elizabeth S. Miller, Baylor Law School - Waco, TX

2. Secretary of State Update (Dec 2025)

David R. Eskew

0.75 0.00 0.00 0.75
Downloadable Materials
Transcript (txt)
Paper (pdf) – 59 pgs
Slides (pdf) – 10 pgs

Session 2 —45 mins 0.75

Secretary of State Update (Dec 2025)

Learn about filing tips and resources that can make your transactions with the Secretary of State (SOS) easier and more predictable; hear updates on the agency’s ongoing system modernization program, including an overview of online services both available now as well as under development in the new SOSPortal.

Originally presented: Sep 2025 LLCs, LPs and Partnerships

David R. Eskew, Texas Secretary of State - Austin, TX

3. Legislative Update on 2025 TBOC Amendments (Dec 2025)

Daryl B. Robertson

0.75 0.00 0.00 0.75
Downloadable Materials
Transcript (txt)
Paper (pdf) – 32 pgs
Slides (pdf) – 20 pgs

Session 3 —46 mins 0.75

Legislative Update on 2025 TBOC Amendments (Dec 2025)

A report on 2025 Texas legislation amending the Texas Business Organizations Code and some other Texas legislation of interest.

Originally presented: Sep 2025 LLCs, LPs and Partnerships

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

4. Professional Partnerships (Dec 2025)

Cliff Ernst

0.75 0.25 0.00 0.75 | 0.25 ethics
Downloadable Materials
Transcript (txt)
Paper (pdf) – 64 pgs
Slides (pdf) – 16 pgs

Session 4 —42 mins 0.75 | 0.25 ethics

Professional Partnerships (Dec 2025)

A discussion of issues involved in establishing a professional partnership and examination of a model partnership agreement for a limited liability partnership.

Originally presented: Sep 2025 LLCs, LPs and Partnerships

Cliff Ernst, McGinnis Lochridge - Austin, TX

5. Tax Planning Opportunities for Small Businesses: Re-evaluating the Toolbox after the OBBBA (Dec 2025)

Dan G. Baucum

0.75 0.00 0.00 0.75
Downloadable Materials
Transcript (txt)
Slides (pdf) – 11 pgs

Session 5 —44 mins 0.75

Tax Planning Opportunities for Small Businesses: Re-evaluating the Toolbox after the OBBBA (Dec 2025)

A new look at the business and tax factors affecting your client’s choice of entity following the implementation of the One Big Beautiful Bill Act. Is the LLC still the top option, or have corporations taken the lead?

Originally presented: Sep 2025 LLCs, LPs and Partnerships

Dan G. Baucum, FBFK Law - Plano, TX

6. Updated Model LLC Agreements (Aug 2022)

Cliff Ernst, Elizabeth S. Miller

0.75 0.00 0.00 0.75
Downloadable Materials
Paper (pdf) – 107 pgs
Slides (pdf) – 21 pgs

Session 6 —43 mins 0.75

Updated Model LLC Agreements (Aug 2022)

Review three model agreements tailored for a closely held company, including a discussion of some recent changes in the models as well as decisions that the authors made in drafting the models to help improve your drafting skills and result in better operating agreements.

Originally presented: Jul 2022 LLCs, LPs and Partnerships

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

7. Drafting Net Profit Agreements (Sep 2023)

Michael A. DePompei, Frank Z. Ruttenberg

0.50 0.00 0.00 0.50
Downloadable Materials
Paper (pdf) – 19 pgs
Slides (pdf) – 17 pgs

Session 7 —32 mins 0.50

Drafting Net Profit Agreements (Sep 2023)

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. 

Originally presented: Jul 2023 LLCs, LPs and Partnerships

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