26^th Annual

LLCs, LPs and Partnerships

Austin Jul 13-14, 2017 Four Seasons Hotel
Conference Concluded

Live Webcast Jul 13-14, 2017
Conference Concluded

Overview

LLCs, LPs and Partnerships, now in its 26th year, features a distinguished faculty of practitioners and academics covering the latest developments in unincorporated entities. The program provides great forms, model agreements, coverage of best practices for key clauses and provisions, and analyzes issues faced by practitioners.

Hear the latest updates in federal and Texas case law, as well as filing tips and administrative guidance from the Secretary of State.
Explore the latest state and federal legislative developments, including proposed tax reform, what may be enacted, and how it may affect your choice of entity decisions in The Sausage So Far: Tax Reform Legislative Update.
Get drafting essentials in light of the new partnership audit rules, including how to draft partnership and operating agreements to accommodate the unknown developments.
Learn about Essential Securities and Compliance Issues with a practical discussion of the state and federal securities law requirements and common issues that arise in private offerings.
Explore circumstances that can lead to inadvertent partnerships and how to avoid partnership characterization; plus, hear ways to facilitate an orderly exit when an LLC or partnership must come to an end.
Learn about opportunities to offer pro bono services, including guidance, tips, and possible pitfalls to look out for in Beyond the Starfish: Pro-Bono Opportunities for the Business Lawyer
Earn 2.50 hours of legal ethics, including Nuts and Bolts Ethics for the Business and Transactional Lawyer and Effective Engagement Letters and Other Simple Risk-Management Tools;

Come a day early for Wednesday evening’s Nuts and Bolts of LLCs, LPs and Partnerships—ideal for beginners or a great refresher for experienced practitioners.

Event Schedule

Program is subject to change.
All times are Central Time Zone.

Day 1 July 13, 2017
Day 2 July 14, 2017

Time

Credit

Subject

Speaker
Thursday Morning, July 13, 2017
Presiding Officer:
George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
7:30 am
Austin Only

Registration Opens

Includes continental breakfast.
8:20 am

Welcoming Remarks
8:30 am

1.00 hr

Case Law Update

A survey of Texas and federal cases involving LLCs and partnerships, including LLPs and limited partnerships, and current developments with respect to fiduciary duties and piercing the veil of limited liability entities.

Elizabeth S. Miller, Baylor Law School - Waco, TX

Elizabeth S. Miller, Baylor Law School - Waco, TX
9:30 am

0.75 hr

Texas Legislative Update

Hear a summary of legislation adopted in the 2017 Texas Legislature that affects partnerships and LLCs and selected other entity-related bills.

Daryl B. Robertson, Hunton & Williams LLP - Dallas, TX

Daryl B. Robertson, Hunton & Williams LLP - Dallas, TX
10:15 am

Break
10:30 am

0.50 hr

2017 Texas Franchise (aka "Margin") Tax Update

Brush up on current issues and topics related to the Texas franchise tax that business practitioners need to know.

Steven D. Moore, Jackson Walker LLP - Austin, TX

Steven D. Moore, Jackson Walker LLP - Austin, TX
11:00 am

0.75 hr

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.

Elizabeth S. Miller, Baylor Law School - Waco, TX
Cliff Ernst, Graves, Dougherty, Hearon & Moody - Austin, TX

Elizabeth S. Miller, Baylor Law School - Waco, TX
Cliff Ernst, Graves, Dougherty, Hearon & Moody - Austin, TX
11:45 am
Austin Only

Pick Up Lunch

Included in registration.
Thursday Afternoon, July 13, 2017
Presiding Officer:
Elizabeth S. Miller, Baylor Law School - Waco, TX
LUNCHEON PRESENTATION
12:05 pm

1.00 hr ethics

Nuts and Bolts Ethics for the Business and Transactional Lawyer

Engage in a practical discussion of current ethics topics related to business and transactional law, including conflicts issues, and attorney migration between firms.

Claude E. Ducloux, Attorney at Law - Austin, TX
George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX

Claude E. Ducloux, Attorney at Law - Austin, TX
George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
1:05 pm

Break
1:20 pm

0.50 hr

Specialized Due Diligence in LLC and Partnership Transactions

When a merger and acquisition transaction or a financing transaction involves a limited liability company or partnership, the parties and their counsel may need to focus on issues unique to unincorporated entities. Explore some of these unique issues and how they may impact the due diligence process and closing the transaction, including closing legal opinions.

Frank Z. Ruttenberg, Haynes and Boone, LLP - San Antonio, TX

Frank Z. Ruttenberg, Haynes and Boone, LLP - San Antonio, TX
1:50 pm

0.75 hr

New Partnership Audit Rules—Update and Drafting Considerations

Hear the essentials for drafting new audit rules after the proposed regulations and other developments. Understand how the rules work and what to look for, how the IRS will apply the rules, and how to draft partnership and company agreements with the flexibility to avoid renegotiating and redrafting.

Robert R. Keatinge, Holland & Hart LLP - Denver, CO
Barbara Spudis de Marigny, Orrick, Herrington & Sutcliffe LLP - Houston, TX

Robert R. Keatinge, Holland & Hart LLP - Denver, CO
Barbara Spudis de Marigny, Orrick, Herrington & Sutcliffe LLP - Houston, TX
2:35 pm

0.50 hr

The Sausage So Far: Tax Reform Legislative Update

The tax reform legislative process is in full swing this year. Tax rates and the tax treatment of pass-through entities are likely to change. Hear the latest developments, what may be enacted, and how it may affect your choice of entity decisions.

William Paul Bowers, Norton Rose Fulbright - Dallas, TX
Kevin Thomason, Elliott, Thomason & Gibson, LLP - Dallas, TX

William Paul Bowers, Norton Rose Fulbright - Dallas, TX
Kevin Thomason, Elliott, Thomason & Gibson, LLP - Dallas, TX
3:05 pm

Break
3:15 pm

1.00 hr

Essential Securities Compliance Issues

Hear a practical discussion of state and federal securities law requirements and common issues that arise in private offerings, including how to know when an interest in an LLC or LP is a security, available exemptions, and the application of these requirements to common offering situations.

Robert C. Montgomery, Dell - Round Rock, TX
Mollie H. Duckworth, Baker Botts - Austin, TX

Robert C. Montgomery, Dell - Round Rock, TX
Mollie H. Duckworth, Baker Botts - Austin, TX
4:15 pm

0.75 hr

LLCs as Nonprofit Organizations

When would it be appropriate for a nonprofit organization or mission-driven business to be formed as a limited liability company; and what special issues and considerations should be addressed when a limited liability company is used to establish and operate these types of organizations?

Darren B. Moore, Bourland, Wall & Wenzel, P.C. - Fort Worth, TX

Darren B. Moore, Bourland, Wall & Wenzel, P.C. - Fort Worth, TX
5:00 pm

0.50 hr ethics

Beyond the Starfish: Pro-Bono Opportunities for the Business Lawyer

Business lawyers are not presented with ready pro-bono opportunities to volunteer their expertise in the ways that specialists in other areas of the law commonly are. Learn about opportunities to match the time and talents of transactional lawyers with the legal service needs of community groups and small businesses.

Dorothy Ann "D'Ann" Johnson, Texas RioGrande Legal Aid - Austin, TX

Dorothy Ann "D'Ann" Johnson, Texas RioGrande Legal Aid - Austin, TX
5:30 pm

Adjourn

Time

Credit

Subject

Speaker
Friday Morning, July 14, 2017
Presiding Officer:
Cliff Ernst, Graves, Dougherty, Hearon & Moody - Austin, TX
7:30 am
Austin Only

Conference Room Opens

Includes continental breakfast.
8:30 am

0.75 hr

Secretary of State Update

Discover filing tips, including administrative issues, from the Office of the Secretary of State.

Carmen Flores, Office of the Secretary of State - Austin, TX

Carmen Flores, Office of the Secretary of State - Austin, TX
9:15 am

0.50 hr

Foreign Investment Into US LLCs and Partnerships

Hear a summary of structuring, tax, and compliance issues that may arise in the context of accepting foreign investment into a U.S. LLC or partnership.

Kristen N. Geyer, Culhane Meadows PLLC - Austin, TX

Kristen N. Geyer, Culhane Meadows PLLC - Austin, TX
9:45 am

0.75 hr

"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.

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

John C. Ale, Southwestern Energy Company - Spring, TX
10:30 am

Break
10:45 am

0.75 hr

"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?

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

Trenton Hood, Naman, Howell, Smith & Lee, PLLC - Waco, TX
11:30 am

1.00 hr ethics

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.

George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
A.J. Singleton, Stoll Keenon Ogden PLLC - Lexington, KY

George W. Coleman, Bell Nunnally & Martin LLP - Dallas, TX
A.J. Singleton, Stoll Keenon Ogden PLLC - Lexington, KY
12:30 pm

Adjourn

Day 1 July 13, 2017
Day 2 July 14, 2017

Download Schedule

Conference Faculty

John C. Ale

Southwestern Energy Company
Spring, TX

William Paul Bowers

Norton Rose Fulbright
Dallas, TX

George W. Coleman

Bell Nunnally & Martin LLP
Dallas, TX

Barbara Spudis de Marigny

Orrick, Herrington & Sutcliffe LLP
Houston, TX

Mollie H. Duckworth

Baker Botts
Austin, TX

Claude E. Ducloux

Attorney at Law
Austin, TX

Cliff Ernst

Graves, Dougherty, Hearon & Moody
Austin, TX

Carmen Flores

Office of the Secretary of State
Austin, TX

Kristen N. Geyer

Culhane Meadows PLLC
Austin, TX

Trenton Hood

Naman, Howell, Smith & Lee, PLLC
Waco, TX

Dorothy Ann "D'Ann" Johnson

Texas RioGrande Legal Aid
Austin, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Elizabeth S. Miller

Baylor Law School
Waco, TX

Robert C. Montgomery

Dell
Round Rock, TX

Darren B. Moore

Bourland, Wall & Wenzel, P.C.
Fort Worth, TX

Steven D. Moore

Jackson Walker LLP
Austin, TX

Daryl B. Robertson

Hunton & Williams LLP
Dallas, TX

Frank Z. Ruttenberg

Haynes and Boone, LLP
San Antonio, TX

A.J. Singleton

Stoll Keenon Ogden PLLC
Lexington, KY

Kevin Thomason

Elliott, Thomason & Gibson, LLP
Dallas, TX

Planning Committee

Cliff Ernst—Co-Chair

Graves, Dougherty, Hearon & Moody
Austin, TX

Elizabeth S. Miller—Co-Chair

Baylor Law School
Waco, TX

John C. Ale

Southwestern Energy Company
Spring, TX

George W. Coleman

Bell Nunnally & Martin LLP
Dallas, TX

Barbara Spudis de Marigny

Orrick, Herrington & Sutcliffe LLP
Houston, TX

Mollie H. Duckworth

Baker Botts
Austin, TX

Carmen Flores

Office of the Secretary of State
Austin, TX

Trenton Hood

Naman, Howell, Smith & Lee, PLLC
Waco, TX

Joanna Jefferson

The University of Texas School of Law
Austin, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Sally A. Schreiber

Munsch Hardt Kopf & Harr, P.C.
Dallas, TX

Kevin Thomason

Elliott, Thomason & Gibson, LLP
Dallas, TX

Lorna S. Wassdorf

Austin, TX

MCLE Credit

Texas – 11.75 hrs | 2.50 hrs Ethics
Legal Specialization(s): Civil Appellate Law, Civil Trial Law, Tax Law

You may claim your credit online in Your Briefcase, and UT Law CLE will report credit on your behalf to the State Bar of Texas. A Certificate of Attendance will be provided in Your Briefcase for your records. The system reports Texas CLE credit every Tuesday. If you are claiming credit in the last week of your birth month, self-report your CLE credit directly to the State Bar of Texas at texasbar.com, using the course number provided on your certificate of attendance.

California – 11.75 hrs | 2.50 hrs Ethics

You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. UT Law CLE is required to provide the State Bar with electronic attendance records for any MCLE participatory activity within 60 days of completion of the activity. The California licensee is responsible for reporting their compliance/credit hours earned to the State Bar at the end of their reporting period directly to the State Bar of California at calbar.ca.gov UT Law CLE will maintain Attendance Records for four years.

Oklahoma – 14.00 hrs | 3.00 hrs Ethics

You must claim and certify your credit online in Your Briefcase, then you will then be provided a Certificate of Attendance for your records. UT Law CLE will report credit on your behalf to the Oklahoma Bar Association within 30 days after the conference.

Other Credit

National Accounting CPE – 14.00 hrs

The University of Texas School of Law is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.

Delivery Method: Group-Live

To comply with NASBA Standards, attendees claiming CPE credit must sign in to verify attendance for each segment. Attendance sign-in sheets will be available at the registration desk. You will need your CPA license number to sign in. A CPE Certificate of Completion will be provided once you claim and certify your credits in your UTCLE.org Briefcase at the conclusion of the conference.

Reporting: CPAs are responsible for reporting CPE credits earned to their state's accountancy board, and must retain appropriate documentation of their participation in learning activities. Visit your state’s reporting website for more information or www.nasba.org.

MCLE Credit

Texas – 11.75 hrs | 2.50 hrs Ethics
Legal Specialization(s): Civil Appellate Law, Civil Trial Law, Tax Law

You may claim your credit online in Your Briefcase, and UT Law CLE will report credit on your behalf to the State Bar of Texas. A Certificate of Completion will be emailed to you upon claiming credit. The system reports Texas CLE credit every Tuesday. If you are claiming credit in the last week of your birth month, self-report your CLE credit directly to the State Bar of Texas at texasbar.com, using the course number provided on your certificate of attendance.

California – 11.75 hrs | 2.50 hrs Ethics

To claim California MCLE credit, California credit option must be selected PRIOR to viewing the live webcast. This accreditation requires attendance verification. UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. Verification pop-ups will NOT display when the webcast video player is in "full screen" mode. Furthermore, the notification sound effect alerting pop-ups, will NOT play on mobile devices. We recommend viewing from a computer, as opposed to a mobile device, should MCLE credit, other than Texas, be needed. The response record is detailed on the Certificate of Completion.
You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. UT Law CLE is required to provide the State Bar with electronic attendance records for any MCLE participatory activity within 60 days of completion of the activity. The California licensee is responsible for reporting their compliance/credit hours earned to the State Bar at the end of their reporting period directly to the State Bar of California at calbar.ca.gov. UT Law CLE will maintain Attendance Records for four years.

MCLE credit is presented based on a 60-minute credit hour.

Oklahoma – 14.00 hrs | 3.00 hrs Ethics

To claim Oklahoma MCLE credit, Oklahoma credit option must be selected PRIOR to viewing the live webcast. This accreditation requires attendance verification. UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. Verification pop-ups will NOT display when the webcast video player is in "full screen" mode. Furthermore, the notification sound effect alerting pop-ups, will NOT play on mobile devices. We recommend viewing from a computer, as opposed to a mobile device, should MCLE credit, other than Texas, be needed. The response record is detailed on the Certificate of Completion.

The University of Texas School of Law (Provider #169) live webcast presentations meet the requirements and are presumptively approved by the Oklahoma Bar Association for MCLE credit based on a 50-minute credit hour. Upon claiming credit, a Certificate of Completion will be emailed to you. UT Law CLE will report credit on your behalf to the Oklahoma Bar Association within 30 days after the webcast.

Other States – 11.75 hrs | 2.50 hrs Ethics

Note on Self-Reporting Your Credits in Another State

If you wish to satisfy MCLE or other professional education requirements in another state for a program offered by the University of Texas School of Law, please check with the state bar or other licensing authority in that state to ensure it will qualify for self-reporting your credits.

To claim Other States MCLE credit, Other States credit option must be selected PRIOR to viewing the live webcast. You must claim and certify your credit online in Your Briefcase, you will then be provided a Certificate of Attendance for your records and to provide to other licensing authorities as needed.

This accreditation requires attendance verification. UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. The response record is detailed on the Certificate of Completion.

MCLE credit is presented based on a 60-minute credit hour.

Other Credit

TX Accounting CPE – 14.00 hrs

The University of Texas School of Law (Provider #250) live webcast presentations meet the requirements and are presumptively approved by the Texas State Board of Public Accountancy for Texas Accounting CPE credit based on a 50-minute credit hour. Approved for general CPE credit only.

This accreditation requires attendance verification. In compliance with the rules, UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. The response record is detailed on the Certificate of Completion.

To claim Texas Accounting CPE credit, the Texas Accounting CPE credit option must be selected PRIOR to viewing the live webcast. Upon claiming credit, a Certificate of Completion will be emailed to you. Self-report your CPE credit directly to the Texas State Board of Public Accountancy.

Contact us at accreditation@utcle.org if you have additional questions.

Key Dates

Austin – Jul 13-14, 2017 – Four Seasons Hotel

Conference Concluded

Live Webcast – Jul 13-14, 2017

Conference Concluded

Buy

Austin
Live Webcast

Individual
Last day for $575.00 Regular pricing: Jul 11, 2017
$625.00 for registrations received after this time

Group (5 registrants minimum)
Last day for $515.00 Regular pricing: Jul 11, 2017
$565.00 for registrations received after this time

Group (10 registrants minimum)
Last day for $460.00 Regular pricing: Jul 11, 2017
$510.00 for registrations received after this time

Cancellation Policy
Last day for full refund cancellation: Jul 7, 2017
$50 processing fee applied after this date
Last day for cancellation: Jul 10, 2017

Individual
$525.00

Group (5 registrants minimum)
$475.00

Group (10 registrants minimum)
$420.00

Cancellation Policy
Last day for full refund cancellation: Jul 7, 2017
$50 processing fee applied after this date
Last day for cancellation: Jul 10, 2017

Venue

Four Seasons Hotel

98 San Jacinto Boulevard
Austin, TX 78701-4082
512-478-4500 (reservations)
Map

Accommodations

$239 room rate good through June 12, 2017 (subject to availability).

Parking Information

$12 Event Daily; $16 Valet Daily; $32.50 Overnight Self-Parking or Valet.

LLCs, LPs and Partnerships

Overview

Event Schedule

Thursday Morning, July 13, 2017

Thursday Afternoon, July 13, 2017

Friday Morning, July 14, 2017

Conference Faculty

Planning Committee

Credit Info

MCLE Credit

Other Credit

MCLE Credit

Other Credit

Key Dates

Venue

Four Seasons Hotel

Accommodations

Parking Information

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