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Hot Topics in Drafting LLCs and Partnerships Agreements: Audit Rules, Indemnity Provisions, and the "Amendments" Provision

Contains material from Aug 2018

Hot Topics in Drafting LLCs and Partnerships Agreements: Audit Rules, Indemnity Provisions, and the "Amendments" Provision
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Good

tax audit portion very informative; amendments section too elementary

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Session 1: Drafting Partnership and LLC Agreements for the New Partnership Audit Rules - 2018 ushers in a paradigm shift in the IRS's approach to partnership audits. Hear these new rules explained at a high level and review sample language to include in partnership and LLC agreements to account for these new rules.
 
Session 2: Drafting Indemnity Provisions on Small LLCs - Learn about the good, the bad and the ugly of indemnities.
 
Session 3: “Amendments,” the Most Important Provision in the Operating Agreement - Listen to a discussion about the drafting and use of the “Amendments” provision in operating and partnership agreements. Explore provisions providing for amendment by fewer than all the members, including questions of amendments which uniquely adversely affect particular members or partners, effects of amendments on former members and partners, and the ability of amendments to ratify past actions.

Includes: Video Audio Paper Slides


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1. Drafting Partnership and LLC Agreements for the New Partnership Audit Rules (Aug 2018)

Doug Jones

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(mp4)
26 mins
(mp3)
26 mins
(pdf)
109 pgs
(pdf)
9 pgs
Session 1 —26 mins
Drafting Partnership and LLC Agreements for the New Partnership Audit Rules (Aug 2018)

2018 ushers in a paradigm shift in the IRS's approach to partnership audits. Hear these new rules explained at a high level and review sample language to include in partnership and LLC agreements to account for these new rules.

Originally presented: Jul 2018 LLCs, LPs and Partnerships

Doug Jones, McGinnis Lochridge - Austin, TX

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2. Drafting Indemnity Provisions on Small LLCs (Aug 2018)

Jesse P. Myers, Marc S. Tabolsky

0.75 0.00 0.00
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(mp4)
48 mins
(mp3)
48 mins
(pdf)
8 pgs
Session 2 —48 mins
Drafting Indemnity Provisions on Small LLCs (Aug 2018)

Address the good, the bad and the ugly of indemnities.

Originally presented: Jul 2018 LLCs, LPs and Partnerships

Jesse P. Myers, Latham & Watkins LLP - Houston, TX
Marc S. Tabolsky, Schiffer Odom Hicks & Johnson, PLLC - Houston, TX

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3. “Amendments,” the Most Important Provision in the Operating Agreement (Aug 2018)

Robert R. Keatinge, Ryan Giggs, Ryan Valenza

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(mp4)
46 mins
(mp3)
47 mins
(pdf)
12 pgs
Slides
(pdf)
7 pgs
Session 3 —46 mins
“Amendments,” the Most Important Provision in the Operating Agreement (Aug 2018)

Discuss the drafting and use of the “Amendments” provision in operating and partnership agreements. Explore provisions providing for amendment by fewer than all the members, including questions of amendments which uniquely adversely affect particular members or partners, effects of amendments on former members and partners, and the ability of amendments to ratify past actions.

Originally presented: Jul 2018 LLCs, LPs and Partnerships

Robert R. Keatinge, Holland & Hart LLP - Denver, CO
Ryan Giggs, Orrick, Herrington & Sutcliffe LLP - Houston, TX
Ryan Valenza, Winstead PC - Austin, TX