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Answer Bar: LLCs and Partnerships Formation

Contains material from Jul 2017 to Aug 2022

Answer Bar: LLCs and Partnerships Formation
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Well done overall. A few of the sections are getting dated (e.g., the 2017 piece).

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Session 1: 2022 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: A Series of Changes: Recent Developments in Texas Series LLCs - A practice-focused review of changes to Texas Series LLC law effective June 1, 2022 and what the new “registered series” might bring to the table for practitioners followed by a discussion of common tax issues associated with series and suggested best practices.

Session 3: 2022 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 and our system modernization initiative.

Session 4: S corporations: A Cautionary Tale about Squaring the Circle - A discussion of some of the motivations driving the use of LLCs as S corporations, some of the potential issues and some of the drafting and structuring issues that should be considered if an LLC is taxed as an S corporation. 

Session 5: 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 6: Updated Model LLC Agreements - Review three model agreements tailored for a closely held company, including a discussion of some recent changes in the models as well as decisions that the authors made in drafting the models to help improve your drafting skills and result in better operating agreements.

Session 7: 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 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:
  • 9.25 | 2.00 ethics
  • Credit Info
  • TX, CA
  • TX MCLE credit expires: 2/29/2024

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1. Case Law Update (Aug 2022)

Elizabeth S. Miller, Douglas K. Moll

1.00 0.00 0.00 1.00
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(mp4)
65 mins
(mp3)
64 mins
(pdf)
196 pgs
(pdf)
32 pgs
Session 1 —65 mins
1.00
Case Law Update (Aug 2022)

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 2022 LLCs, LPs and Partnerships

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

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2. A Series of Changes: Recent Developments in Texas Series LLCs (Aug 2022)

Katherine Noll, K. "Andy" Tiwari

1.00 0.00 0.00 1.00
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(mp4)
64 mins
(mp3)
64 mins
Paper
(pdf)
61 pgs
(pdf)
13 pgs
Session 2 —64 mins
1.00
A Series of Changes: Recent Developments in Texas Series LLCs (Aug 2022)

A practice-focused review of changes to Texas Series LLC law effective June 1, 2022 and what the new “registered series” might bring to the table for practitioners followed by a discussion of common tax issues associated with series and suggested best practices.

Originally presented: Jul 2022 LLCs, LPs and Partnerships

Katherine Noll, Chamberlain, Hrdlicka, White, Williams & Aughtry - San Antonio, TX
K. "Andy" Tiwari, Tiwari, PLLC - San Antonio, TX

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3. Secretary of State Update (Aug 2022)

Traci L. Cotton

0.75 0.00 0.00 0.75
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(mp4)
47 mins
(mp3)
47 mins
(pdf)
61 pgs
(pdf)
26 pgs
Session 3 —47 mins
0.75
Secretary of State Update (Aug 2022)

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 and our system modernization initiative.

Originally presented: Jul 2022 LLCs, LPs and Partnerships

Traci L. Cotton, Texas Secretary of State - Austin, TX

Show session details

4. S corporations: A Cautionary Tale about Squaring the Circle (Aug 2022)

Dan G. Baucum, Robert R. Keatinge

1.00 0.00 0.00 1.00
Preview Materials

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(mp4)
61 mins
(mp3)
61 mins
(pdf)
27 pgs
(pdf)
14 pgs
Session 4 —61 mins
1.00
S corporations: A Cautionary Tale about Squaring the Circle (Aug 2022)

A discussion of some of the motivations driving the use of LLCs as S corporations, some of the potential issues and some of the drafting and structuring issues that should be considered if an LLC is taxed as an S corporation. 

Originally presented: Jul 2022 LLCs, LPs and Partnerships

Dan G. Baucum, Ferguson Braswell Fraser Kubasta PC - Plano, TX
Robert R. Keatinge, Holland & Hart LLP - Denver, CO

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5. 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 5 —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

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6. Updated Model LLC Agreements (Aug 2022)

Cliff Ernst, Elizabeth S. Miller

0.75 0.00 0.00 0.75
Preview Materials

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(mp4)
43 mins
(mp3)
43 mins
(pdf)
107 pgs
(pdf)
21 pgs
Session 6 —43 mins
0.75
Updated Model LLC Agreements (Aug 2022)

Review three model agreements tailored for a closely held company, including a discussion of some recent changes in the models as well as decisions that the authors made in drafting the models to help improve your drafting skills and result in better operating agreements.

Originally presented: Jul 2022 LLCs, LPs and Partnerships

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

Show session details

7. 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 7 —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

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

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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