eCourse
Unincorporated Entities: Purchases and Sales of Interests and Owner Buyouts
Contains material from Aug 2021
Unincorporated Entities: Purchases and Sales of Interests and Owner Buyouts
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The best CLE courses for transactional attorneys do two things: (1) provide sophisticated sample forms that practitioners can use in the practices and (2) fully explain the relevance of the law. Too many speakers at CLE conferences, UT CLE especially, use these talks for marketing. They provide useless slides. At least provide a fully written whitepaper or don't present. Better, provide a whitepaper with current and useable forms. Not doing this provides a major disservice to the bar. While it may be the speakers' prerogative to do so so, I for one, believe that everhy conference should have a section where the nuts and bolts of advanced and sophisticated topics are discussed, complex and useable forms in Word are provided. For transactional lawyers, that comes with forms. I know I'm not going to change the way it is done, but I'm always going to advocate for it.
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Session 1: Purchases and Sales of Interests in Unincorporated Entities – Part 1 - An overview of issues relating to the termination of an interest in pass-through entities. Thinking about the end at the beginning and designing back doors to the business relationship.
Session 2: Unincorporated Entity Owner Buyouts from the Inside Part 2 - Negotiating and drafting agreements for an inside transfer or purchase of interests by the issuing entity or other owners, particularly where an owner retires or seeks to leave the business and the governing documents are silent on redemptions or contain undesirable provisions. A general overview of the ABA Model Interest Redemption Agreement with a focus on practical tips and sample clauses to consider such as releases, restrictive covenants, and intellectual property provisions.
Session 3: Purchase and Sale of Interest Involving Unincorporated Interest from the Outside—Part 3 - Part three will focus on purchase and sale transactions with an unrelated third party and will present and walk through a model Membership Interest Purchase Agreement, explaining the function of various provisions of the agreement and providing drafting and negotiation tips related to the process and the agreement.
Session 2: Unincorporated Entity Owner Buyouts from the Inside Part 2 - Negotiating and drafting agreements for an inside transfer or purchase of interests by the issuing entity or other owners, particularly where an owner retires or seeks to leave the business and the governing documents are silent on redemptions or contain undesirable provisions. A general overview of the ABA Model Interest Redemption Agreement with a focus on practical tips and sample clauses to consider such as releases, restrictive covenants, and intellectual property provisions.
Session 3: Purchase and Sale of Interest Involving Unincorporated Interest from the Outside—Part 3 - Part three will focus on purchase and sale transactions with an unrelated third party and will present and walk through a model Membership Interest Purchase Agreement, explaining the function of various provisions of the agreement and providing drafting and negotiation tips related to the process and the agreement.
Includes: Video Audio Paper Slides
- Total Credit Hours:
- 1.75
- Credit Info
- TX, CA
- Specialization: Civil Appellate Law | Consumer Law | Civil Trial Law | Tax Law
- TX MCLE credit expires: 9/30/2024
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1.
Purchases and Sales of Interests in Unincorporated Entities – Part 1 (Aug 2021)
Frank Z. Ruttenberg
0.50
0.00
0.00
0.50
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Session 1
—32 mins
0.50
Purchases and Sales of Interests in Unincorporated Entities – Part 1 (Aug 2021)
An overview of issues relating to the termination of an interest in pass-through entities. Thinking about the end at the beginning and designing back doors to the business relationship.
Originally presented: Jul 2021 LLCs, LPs and Partnerships
Frank Z. Ruttenberg,
Haynes and Boone, LLP - San Antonio, TX
Show session details
2.
Unincorporated Entity Owner Buyouts from the Inside Part 2 (Aug 2021)
K. "Andy" Tiwari
0.50
0.00
0.00
0.50
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Download session materials for offline use
Session 2
—31 mins
0.50
Unincorporated Entity Owner Buyouts from the Inside Part 2 (Aug 2021)
Negotiating and drafting agreements for an inside transfer or purchase of interests by the issuing entity or other owners, particularly where an owner retires or seeks to leave the business and the governing documents are silent on redemptions or contain undesirable provisions. A general overview of the ABA Model Interest Redemption Agreement with a focus on practical tips and sample clauses to consider such as releases, restrictive covenants, and intellectual property provisions.
Originally presented: Jul 2021 LLCs, LPs and Partnerships
K. "Andy" Tiwari,
Tiwari, PLLC - San Antonio, TX
Show session details
3.
Purchase and Sale of Interest Involving Unincorporated Interest from the Outside—Part 3 (Aug 2021)
Shana F. McGirl, Jennifer Lowary Smith
0.75
0.00
0.00
0.75
Preview Materials
Download session materials for offline use
Session 3
—45 mins
0.75
Purchase and Sale of Interest Involving Unincorporated Interest from the Outside—Part 3 (Aug 2021)
Part three will focus on purchase and sale transactions with an unrelated third party and will present and walk through a model Membership Interest Purchase Agreement, explaining the function of various provisions of the agreement and providing drafting and negotiation tips related to the process and the agreement.
Originally presented: Jul 2021 LLCs, LPs and Partnerships
Shana F. McGirl,
DuBois, Bryant & Campbell, LLP - Austin, TX
Jennifer Lowary Smith,
DuBois, Bryant & Campbell, LLP - Austin, TX