Session 1: 2019 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: Federal Tax Update - Review legislative, judicial and IRS guidance over the past year as it impacts partnerships and LLCs with a focus on choice of entity, Section 199A deduction, examination provisions, new loss limitation rules and Section 1061 holding period requirements.
Session 3: 2019 Secretary of State Update - Ever had a document rejected by the Secretary of State? Hear filing tips, do’s and don’ts and learn about other administrative issues that will make you an expert on filing with the Secretary of State.
Session 4: To C or not to C? Entity Selection in the New Tax Age - Tax reform enacted in 2017 changed the tax treatment of business entities, including a reduction in the corporate rate and a new deduction for partners, and brings new considerations into play when choosing or changing the form of doing business. Listen to a discussion about the operation of the new rules that may influence your selection now, when and why pass-through entities may still be the right choice and how and when multi-entity structures may be useful.
Session 5: Model Company Agreements - 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.
Session 6: 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 7: "Hello"—Inadvertent Partnerships - Partnerships can arise through the conduct of parties. Explore what makes a relationship a partnership and what to do to avoid partnership characterization.
Session 8: Inadvertent Partnerships Revisited - Hear an update on inadvertent partnerships after the Dallas Court of Appeals decision in Enterprise Products Partners, L.P. v. Energy Transfer Partners, L.P.
Session 9: "Good Bye"—Buy-Outs or Exits - 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?
Session 10: Effective Engagement Letters and Other Simple Risk-Management Tools - 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.
Session 11: Nuts and Bolts Ethics for the Business and Transactional Lawyer - Listen to a practical discussion of current ethics topics related to business and transactional law, including conflicts issues, and attorney migration between firms.
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Total Credit Hours:
9.50 | 2.00 ethics
TX MCLE credit expires: