eConference
2017 LLCs, LPs, and Partnerships eConference
Contains material from Jul 2017 to Aug 2017
2017 LLCs, LPs, and Partnerships eConference
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LLCs, LPs and Partnerships, now in its 26th 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.
- Hear the latest updates in federal and Texas case law, as well as filing tips and administrative guidance from the Secretary of State.
- Explore the latest state and federal legislative developments, including proposed tax reform, what may be enacted, and how it may affect your choice of entity decisions in The Sausage So Far: Tax Reform Legislative Update.
- Get drafting essentials in light of the new partnership audit rules, including how to draft partnership and operating agreements to accommodate the unknown developments.
- Learn about Essential Securities and Compliance Issues with a practical discussion of the state and federal securities law requirements and common issues that arise in private offerings.
- Explore circumstances that can lead to inadvertent partnerships and how to avoid partnership characterization; plus, hear ways to facilitate an orderly exit when an LLC or partnership must come to an end.
- Learn about opportunities to offer pro bono services, including guidance, tips, and possible pitfalls to look out for in Beyond the Starfish: Pro-Bono Opportunities for the Business Lawyer
- Earn 2.50 hours of legal ethics, including Nuts and Bolts Ethics for the Business and Transactional Lawyer and Effective Engagement Letters and Other Simple Risk-Management Tools
Includes: Video Audio Paper Slides
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1.
Case Law Update (Jul 2017)
Elizabeth S. Miller
1.00
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Session 1
—66 mins
Case Law Update (Jul 2017)
A survey of Texas and federal cases involving LLCs and partnerships, including LLPs and limited partnerships, and current developments with respect to fiduciary duties and piercing the veil of limited liability entities.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
Elizabeth S. Miller,
Baylor Law School - Waco, TX
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2.
Texas Legislative Update (Jul 2017)
Daryl B. Robertson
0.75
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0.00
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Session 2
—45 mins
Texas Legislative Update (Jul 2017)
Hear a summary of legislation adopted in the 2017 Texas Legislature that affects partnerships and LLCs and selected other entity-related bills.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
Daryl B. Robertson,
Hunton & Williams LLP - Dallas, TX
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3.
2017 Texas Franchise (aka "Margin") Tax Update (Jul 2017)
Steven D. Moore
0.50
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0.00
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Session 3
—29 mins
2017 Texas Franchise (aka "Margin") Tax Update (Jul 2017)
Brush up on current issues and topics related to the Texas franchise tax that business practitioners need to know.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
Steven D. Moore,
Jackson Walker LLP - Austin, TX
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4.
Model Company Agreements (Jul 2017)
Elizabeth S. Miller, Cliff Ernst
0.75
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0.00
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Session 4
—49 mins
Model Company Agreements (Jul 2017)
Walk through refinements to the model agreements for simple limited liability companies, including modifications related to the recent legislative changes to the Texas Business Organizations Code.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
Elizabeth S. Miller,
Baylor Law School - Waco, TX
Cliff Ernst,
Graves, Dougherty, Hearon & Moody - Austin, TX
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5.
Nuts and Bolts Ethics for the Business and Transactional Lawyer (Jul 2017)
Claude E. Ducloux, George W. Coleman
1.00
1.00
0.00
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Session 5
—57 mins
Nuts and Bolts Ethics for the Business and Transactional Lawyer (Jul 2017)
Engage in a practical discussion of current ethics topics related to business and transactional law, including conflicts issues, and attorney migration between firms.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
Claude E. Ducloux,
Attorney at Law - Austin, TX
George W. Coleman,
Bell Nunnally & Martin LLP - Dallas, TX
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6.
Specialized Due Diligence in LLC and Partnership Transactions (Jul 2017)
Frank Z. Ruttenberg
0.50
0.00
0.00
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Session 6
—33 mins
Specialized Due Diligence in LLC and Partnership Transactions (Jul 2017)
When a merger and acquisition transaction or a financing transaction involves a limited liability company or partnership, the parties and their counsel may need to focus on issues unique to unincorporated entities. Explore some of these unique issues and how they may impact the due diligence process and closing the transaction, including closing legal opinions.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
Frank Z. Ruttenberg,
Haynes and Boone, LLP - San Antonio, TX
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7.
New Partnership Audit Rules—Update and Drafting Considerations (Jul 2017)
Robert R. Keatinge, Barbara Spudis de Marigny
0.75
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Session 7
—45 mins
New Partnership Audit Rules—Update and Drafting Considerations (Jul 2017)
Hear the essentials for drafting new audit rules after the proposed regulations and other developments. Understand how the rules work and what to look for, how the IRS will apply the rules, and how to draft partnership and company agreements with the flexibility to avoid renegotiating and redrafting.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
Robert R. Keatinge,
Holland & Hart LLP - Denver, CO
Barbara Spudis de Marigny,
Orrick, Herrington & Sutcliffe LLP - Houston, TX
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8.
The Sausage So Far: Tax Reform Legislative Update (Jul 2017)
William Paul Bowers, Kevin Thomason
0.50
0.00
0.00
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Session 8
—28 mins
The Sausage So Far: Tax Reform Legislative Update (Jul 2017)
The tax reform legislative process is in full swing this year. Tax rates and the tax treatment of pass-through entities are likely to change. Hear the latest developments, what may be enacted, and how it may affect your choice of entity decisions.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
William Paul Bowers,
Norton Rose Fulbright - Dallas, TX
Kevin Thomason,
Elliott, Thomason & Gibson, LLP - Dallas, TX
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9.
Essential Securities Compliance Issues (Jul 2017)
Robert C. Montgomery, Mollie H. Duckworth
1.00
0.00
0.00
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Session 9
—56 mins
Essential Securities Compliance Issues (Jul 2017)
Hear a practical discussion of state and federal securities law requirements and common issues that arise in private offerings, including how to know when an interest in an LLC or LP is a security, available exemptions, and the application of these requirements to common offering situations.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
Robert C. Montgomery,
Dell - Round Rock, TX
Mollie H. Duckworth,
Baker Botts - Austin, TX
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10.
LLCs as Nonprofit Organizations (Jul 2017)
Darren B. Moore
0.75
0.00
0.00
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Session 10
—48 mins
LLCs as Nonprofit Organizations (Jul 2017)
When would it be appropriate for a nonprofit organization or mission-driven business to be formed as a limited liability company; and what special issues and considerations should be addressed when a limited liability company is used to establish and operate these types of organizations?
Originally presented: Jul 2017 LLCs, LPs and Partnerships
Darren B. Moore,
Bourland, Wall & Wenzel, P.C. - Fort Worth, TX
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11.
Beyond the Starfish: Pro-Bono Opportunities for the Business Lawyer (Jul 2017)
Dorothy Ann "D'Ann" Johnson
0.50
0.50
0.00
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Session 11
—24 mins
Beyond the Starfish: Pro-Bono Opportunities for the Business Lawyer (Jul 2017)
Business lawyers are not presented with ready pro-bono opportunities to volunteer their expertise in the ways that specialists in other areas of the law commonly are. Learn about opportunities to match the time and talents of transactional lawyers with the legal service needs of community groups and small businesses.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
Dorothy Ann "D'Ann" Johnson,
Texas RioGrande Legal Aid - Austin, TX
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12.
Secretary of State Update (Jul 2017)
Carmen Flores
0.75
0.00
0.00
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Session 12
—41 mins
Secretary of State Update (Jul 2017)
Discover filing tips, including administrative issues, from the Office of the Secretary of State.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
Carmen Flores,
Office of the Secretary of State - Austin, TX
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13.
Foreign Investment Into US LLCs and Partnerships (Jul 2017)
Kristen N. Geyer
0.50
0.00
0.00
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Session 13
—34 mins
Foreign Investment Into US LLCs and Partnerships (Jul 2017)
Hear a summary of structuring, tax, and compliance issues that may arise in the context of accepting foreign investment into a U.S. LLC or partnership.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
Kristen N. Geyer,
Culhane Meadows PLLC - Austin, TX
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14.
"Hello"—Inadvertent Partnerships (Jul 2017)
John C. Ale
0.75
0.00
0.00
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Session 14
—44 mins
"Hello"—Inadvertent Partnerships (Jul 2017)
Partnerships can arise through the conduct of parties. Explore what makes a relationship a partnership and what to do to avoid partnership characterization.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
John C. Ale,
Southwestern Energy Company - Spring, TX
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15.
"Good Bye"—Buy-Outs or Exits (Jul 2017)
Trenton Hood
0.75
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0.00
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Session 15
—47 mins
"Good Bye"—Buy-Outs or Exits (Jul 2017)
All good (and not so good) things must come to an end. When owners of an LLC or partnership are ready to part ways, what does one want in the Company Agreement/Partnership Agreement in order to facilitate an orderly exit by the departing owners?
Originally presented: Jul 2017 LLCs, LPs and Partnerships
Trenton Hood,
Naman, Howell, Smith & Lee, PLLC - Waco, TX
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16.
Effective Engagement Letters and Other Simple Risk-Management Tools (Aug 2017)
George W. Coleman, A.J. Singleton
1.00
1.00
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Slides
(pdf)
6 pgs
Session 16
—61 mins
Effective Engagement Letters and Other Simple Risk-Management Tools (Aug 2017)
Keeping the client reasonably informed is required under the Texas disciplinary rules of professional conduct, and doing so is good risk management. Examine how effective engagement letters, disengagement letters, and other communications keep the client reasonably informed and engaged, while helping to control the client’s expectations, promoting effective risk management, and reducing the likelihood of legal malpractice claims.
Originally presented: Jul 2017 LLCs, LPs and Partnerships
George W. Coleman,
Bell Nunnally & Martin LLP - Dallas, TX
A.J. Singleton,
Stoll Keenon Ogden PLLC - Lexington, KY