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Answer Bar: LLCs and Partnerships Formation

Contains material from Jul 2017 to Jan 2022

Answer Bar: LLCs and Partnerships Formation
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I thought it was good. My only suggestion would be to add a mock negotiating session for different parties forming an entity

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Session 1: 2021 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: Texas Legislative Update - Hear a summary of non-tax legislation that has been adopted in the 2021 Texas Legislature that affects partnerships and LLCs and selected other entity-related bills, including amendments to the TBOC and TBCC and a brief summary of the Texas business courts bill.

Session 3: 2021 Secretary of State Update - Learn about filing tips and resources that will make your transactions with the Secretary of State easier and more predictable; hear updates on notable legislation.

Session 4: Letters of Intent and Side Letters (Enterprise Products) - 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: 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 6: Provisions Limiting Liability and Duties in Partnership and Company Agreements - This panel will discuss the effectiveness and limitations on provisions of partnership and company agreements which provide for the modification of duties, exoneration from liability and indemnification with respect to claims against managers, members and other employees and agents.  

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 - This ethics CLE presentation will look at engagement letters and how they can be used as a risk management tool. Along they way, the presentation will provide practical tips to help lawyers avoid conflict of interest pitfalls and to assist in controlling client expectations about the scope of the representation.

Session 11: Multiparty Representation —Entity Formation - A deep-dive into the knurly problems of multi-party representation of start-up companies, including whether the client is the founder or founders or the company is yet to be formed. The ethical difficulties for the lawyer continue after formation as the company and its founders, directors and officers move beyond formation of the entity into the realm of operations.

Includes: Video Audio Paper Slides

  • Total Credit Hours:
  • 9.00 | 2.00 ethics
  • Credit Info
  • TX, CA
  • TX MCLE credit expires: 2/28/2023

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1. Case Law Update (Aug 2021)

Elizabeth S. Miller, Douglas K. Moll

1.25 0.00 0.00 1.25
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(mp4)
68 mins
(mp3)
68 mins
(pdf)
210 pgs
(pdf)
32 pgs
Session 1 —68 mins
1.25
Case Law Update (Aug 2021)

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).

Originally presented: Jul 2021 LLCs, LPs and Partnerships

Elizabeth S. Miller, Baylor Law School - Waco, TX
Douglas K. Moll, University of Houston Law Center - Houston, TX

Show session details

2. Texas Legislative Update (Aug 2021)

Daryl B. Robertson

0.75 0.00 0.00 0.75
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(mp4)
45 mins
(mp3)
45 mins
(pdf)
23 pgs
(pdf)
13 pgs
Session 2 —45 mins
0.75
Texas Legislative Update (Aug 2021)

Hear a summary of non-tax legislation that has been adopted in the 2021 Texas Legislature that affects partnerships and LLCs and selected other entity-related bills, including amendments to the TBOC and TBCC and a brief summary of the Texas business courts bill.

Originally presented: Jul 2021 LLCs, LPs and Partnerships

Daryl B. Robertson, Hunton Andrews Kurth LLP - Dallas, TX

Show session details

3. Secretary of State Update (Aug 2021)

Traci Cotton

0.75 0.00 0.00 0.75
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(mp4)
46 mins
(mp3)
45 mins
(pdf)
61 pgs
(pdf)
19 pgs
Session 3 —46 mins
0.75
Secretary of State Update (Aug 2021)

Learn about filing tips and resources that will make your transactions with the Secretary of State easier and more predictable; hear updates on notable legislation.

Originally presented: Jul 2021 LLCs, LPs and Partnerships

Traci Cotton, Texas Secretary of State - Austin, TX

Show session details

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

John C. Ale, Christine Hurt

0.75 0.00 0.00 0.75
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(mp4)
46 mins
(mp3)
44 mins
Slides
(pdf)
6 pgs
Session 4 —46 mins
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: Jul 2020 LLCs, LPs and Partnerships

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

Show session details

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

Cliff Ernst, Elizabeth S. Miller

0.75 0.00 0.00 0.75
Preview Materials

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(mp4)
45 mins
(mp3)
44 mins
(pdf)
103 pgs
(pdf)
20 pgs
Session 5 —45 mins
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: Jul 2020 LLCs, LPs and Partnerships

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

Show session details

6. Provisions Limiting Liability and Duties in Partnership and Company Agreements (Aug 2021)

Christine Hurt, Robert R. Keatinge

0.75 0.00 0.00 0.75
Preview Materials

Download session materials for offline use

(mp4)
46 mins
(mp3)
45 mins
(pdf)
21 pgs
(pdf)
16 pgs
Session 6 —46 mins
0.75
Provisions Limiting Liability and Duties in Partnership and Company Agreements (Aug 2021)

This panel will discuss the effectiveness and limitations on provisions of partnership and company agreements which provide for the modification of duties, exoneration from liability and indemnification with respect to claims against managers, members and other employees and agents.  

Originally presented: Jul 2021 LLCs, LPs and Partnerships

Christine Hurt, Brigham Young University - Provo, UT
Robert R. Keatinge, Holland & Hart LLP - Denver, CO

Show session details

7. "Hello"—Inadvertent Partnerships (Jul 2017)

John C. Ale

0.75 0.00 0.00 0.75
Preview Materials

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(mp4)
44 mins
(mp3)
43 mins
(pdf)
16 pgs
(pdf)
11 pgs
Session 7 —44 mins
0.75
"Hello"—Inadvertent Partnerships (Jul 2017)

Partnerships can arise through the conduct of parties. Explore what makes a relationship a partnership and what to do to avoid partnership characterization.

Originally presented: Jul 2017 LLCs, LPs and Partnerships

John C. Ale, Southwestern Energy Company - Spring, TX

Show session details

8. Inadvertent Partnerships Revisited (Aug 2018)

John C. Ale

0.50 0.00 0.00 0.50
Preview Materials

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(mp4)
29 mins
(mp3)
29 mins
(pdf)
16 pgs
(pdf)
11 pgs
Session 8 —29 mins
0.50
Inadvertent Partnerships Revisited (Aug 2018)

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.

Originally presented: Jul 2018 LLCs, LPs and Partnerships

John C. Ale, Southwestern Energy Company - Spring, TX

Show session details

9. "Good Bye"—Buy-Outs or Exits (Jul 2017)

Trenton Hood

0.75 0.00 0.00 0.75
Preview Materials

Download session materials for offline use

(mp4)
47 mins
(mp3)
46 mins
(pdf)
10 pgs
Session 9 —47 mins
0.75
"Good Bye"—Buy-Outs or Exits (Jul 2017)

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?

Originally presented: Jul 2017 LLCs, LPs and Partnerships

Trenton Hood, Naman, Howell, Smith & Lee, PLLC - Waco, TX

Show session details

10. Effective Engagement Letters and Other Simple Risk-Management Tools (Jan 2022)

A.J. Singleton

1.00 1.00 0.00 1.00 | 1.00 ethics
Preview Materials

Download session materials for offline use

(mp4)
61 mins
(pdf)
19 pgs
Session 10 —61 mins
1.00 | 1.00 ethics
Effective Engagement Letters and Other Simple Risk-Management Tools (Jan 2022)

This ethics CLE presentation will look at engagement letters and how they can be used as a risk management tool. Along they way, the presentation will provide practical tips to help lawyers avoid conflict of interest pitfalls and to assist in controlling client expectations about the scope of the representation.

Originally presented: Dec 2021 First Friday Ethics (December 2021)

A.J. Singleton, Stoll Keenon Ogden PLLC - Lexington, KY

Show session details

11. Multiparty Representation —Entity Formation (Aug 2021)

William D. Elliott

1.00 1.00 0.00 1.00 | 1.00 ethics
Preview Materials

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(mp4)
61 mins
(mp3)
60 mins
(pdf)
42 pgs
(pdf)
10 pgs
(pdf)
22 pgs
Session 11 —61 mins
1.00 | 1.00 ethics
Multiparty Representation —Entity Formation (Aug 2021)

A deep-dive into the knurly problems of multi-party representation of start-up companies, including whether the client is the founder or founders or the company is yet to be formed. The ethical difficulties for the lawyer continue after formation as the company and its founders, directors and officers move beyond formation of the entity into the realm of operations.

Originally presented: Jul 2021 LLCs, LPs and Partnerships

William D. Elliott, Elliott, Thomason & Gibson, LLP - Dallas, TX