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Drafting for LLCs, LPs, and Partnerships: Model Agreements, Key Considerations and Practical Tips to Avoid Litigation

Contains material from Aug 2020

Drafting for LLCs, LPs, and Partnerships: Model Agreements, Key Considerations and Practical Tips to Avoid Litigation
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Session 1: Keeping Your Contract Out of the Courtroom: Contractual Rules for Drafting Partnership and Operating Agreements, Including a Helpful Checklist Under the Texas Business Organizations Code, partnership and company agreements are powerful contractual tools for establishing the relationship among the partners or members and their organizations. Because partnership and company agreements serve such an important role in establishing these relationships, errors in the drafting of those agreements can create profound problems in the relationship of the partners or members. Explore techniques and rules to assist with drafting partnership and operating agreements in order to avoid those problems and potential litigation.

Session 2: 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 3: Ambiguous, Omitted, and Inconsistent Provisions in Partnership and Company Agreements: Approaches and Examples (Plus Bonus Discussion: Force Majeure in Texas) - Even though advisors put a lot of energy into drafting partnership or operating agreements, it seems that when a dispute or need for interpretation arises every agreement has ambiguities, omissions, or inconsistencies. A commercial litigator and transactional business organizations lawyer discuss how they address these contractual infirmities and how they may be avoided in future transactions, and will explore Texas law related to force majeure clauses.

​Session 4: Charging Orders A charging order is a court-authorized lien imposed by a creditor on distributions made from an LLC or a partnership. Examine drafting considerations that might affect how an entity and its management are equipped to deal with charging orders.

​Session 5: Letters of Intent and Side Letters (Enterprise ProductsOn 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.

Includes: Video Audio Paper Slides

  • Total Credit Hours:
  • 3.75
  • Credit Info
  • TX, CA
  • Specialization: Civil Appellate Law | Civil Trial Law | Tax Law
  • TX MCLE credit expires: 8/31/2021

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Preview Sessions
Credit

1. Keeping Your Contract Out of the Courtroom: Contractual Rules for Drafting Partnership and Operating Agreements, Including a Helpful Checklist (Aug 2020)

Robert R. Keatinge, Kayla Landeros

0.75 0.00 0.00 0.75
Preview Materials

Download session materials for offline use

(mp4)
46 mins
(mp3)
46 mins
(pdf)
10 pgs
(pdf)
7 pgs
Session 1 — 46 mins, credit 0.75
Keeping Your Contract Out of the Courtroom: Contractual Rules for Drafting Partnership and Operating Agreements, Including a Helpful Checklist (Aug 2020)

Under the Texas Business Organizations Code, partnership and company agreements are powerful contractual tools for establishing the relationship among the partners or members and their organizations. Because partnership and company agreements serve such an important role in establishing these relationships, errors in the drafting of those agreements can create profound problems in the relationship of the partners or members. Explore techniques and rules to assist with drafting partnership and operating agreements in order to avoid those problems and potential litigation.

Originally presented at: Jul 2020 LLCs, LPs and Partnerships

Robert R. Keatinge, Holland & Hart LLP - Denver, CO
Kayla Landeros, Baylor Law School and Naman, Howell, Smith & Lee, PLLC - Waco, TX

2. Model Agreements for Closely Held LLC’s (Aug 2020)

Cliff Ernst, Elizabeth S. Miller

0.75 0.00 0.00 0.75
Preview Materials

Download session materials for offline use

(mp4)
45 mins
(mp3)
44 mins
(pdf)
103 pgs
(pdf)
20 pgs
Session 2 — 45 mins, credit 0.75
Model Agreements for Closely Held LLC’s (Aug 2020)

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.

Originally presented at: Jul 2020 LLCs, LPs and Partnerships

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

3. Ambiguous, Omitted, and Inconsistent Provisions in Partnership and Company Agreements: Approaches and Examples (Plus Bonus Discussion: Force Majeure in Texas) (Aug 2020)

Ladd Hirsch, Christina Marshall

0.75 0.00 0.00 0.75
Preview Materials

Download session materials for offline use

(mp4)
44 mins
(mp3)
45 mins
(pdf)
14 pgs
(pdf)
22 pgs
Session 3 — 44 mins, credit 0.75
Ambiguous, Omitted, and Inconsistent Provisions in Partnership and Company Agreements: Approaches and Examples (Plus Bonus Discussion: Force Majeure in Texas) (Aug 2020)

Even though advisors put a lot of energy into drafting partnership or operating agreements, it seems that when a dispute or need for interpretation arises every agreement has ambiguities, omissions, or inconsistencies. A commercial litigator and transactional business organizations lawyer discuss how they address these contractual infirmities and how they may be avoided in future transactions, and will explore Texas law related to force majeure clauses.

Originally presented at: Jul 2020 LLCs, LPs and Partnerships

Ladd Hirsch, Winstead PC - Austin, TX
Christina Marshall, Haynes and Boone LLP - Dallas, TX

4. Charging Orders (Aug 2020)

Trenton Hood

0.75 0.00 0.00 0.75
Preview Materials

Download session materials for offline use

(mp4)
44 mins
(mp3)
43 mins
(pdf)
11 pgs
Session 4 — 44 mins, credit 0.75
Charging Orders (Aug 2020)

A charging order is a court-authorized lien imposed by a creditor on distributions made from an LLC or a partnership. Examine drafting considerations that might affect how an entity and its management are equipped to deal with charging orders.

Originally presented at: Jul 2020 LLCs, LPs and Partnerships

Trenton Hood, Brookshire Grocery Company - Tyler, TX

5. Letters of Intent and Side Letters (Enterprise Products) (Aug 2020)

John C. Ale, Christine Hurt

0.75 0.00 0.00 0.75
Preview Materials

Download session materials for offline use

(mp4)
46 mins
(mp3)
44 mins
Slides
(pdf)
6 pgs
Session 5 — 46 mins, credit 0.75
Letters of Intent and Side Letters (Enterprise Products) (Aug 2020)

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.

Originally presented at: Jul 2020 LLCs, LPs and Partnerships

John C. Ale, Southwestern Energy Company (Retired) - Houston, TX
Christine Hurt, Brigham Young University - Provo, UT

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