Session 1: 2020 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: Coronavirus Relief Legislation Update - Congress has passed several pieces of legislation to assist individuals and businesses affected by the coronavirus disease 2019 (COVID-19). Hear an update on this legislation and what these new laws may mean to you and your clients.
Session 3: 2020 Secretary of State Update - Learn how to avoid last-minute filing issues. Hear filing tips, resources, and administrative issues that will make you a star with your client on filing with the Secretary of State.
Session 4: Letters of Intent and Side Letters - On January 31, 2020, the Texas Supreme Court issued its opinion in Energy Transfer Partners, L.P. v. Enterprise Products, L.P., an important case about when a business relationship is deemed to be a partnership under Texas law. Learn about this case and what it means for structuring and drafting agreements for business relationships.
Session 5: 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. Discuss 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 6: Model Agreements for Closely Held LLC’s - Company agreements for LLC’s come in all shapes and sizes and it is sometimes hard to know where to turn to create an operating agreement for a new LLC. Hear a discussion presenting three model agreements tailored for a closely held company and walk you through decisions that the authors made in drafting the agreements to help improve your drafting skills and result in better operating agreements.
Session 7: 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 8: "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 9: 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 10: "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 11: 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 12: Multi-Party Representation for the Business Lawyer - Building on the 2019 presentation on Multi-Party Representation, delve more deeply into the thorny ethical issues when undertaking a business transaction with current clients, possibly impacting former clients, and with an eye to vicarious knowledge of confidences across the law firm.