When is a partnership the best entity choice? How do you legally form, operate and terminate partnerships? These questions and more will be answered in this valuable start-to-finish course. Experienced practitioners will guide you through the legal and tax considerations encountered throughout this entity's lifespan – explore partnership agreements and how they work in connection with the basics of partnership law, administration issues and the troubling area of termination. Whether you've never looked into partnerships as an entity choice or you just need a good refresher, you won't want to miss this practical program. Order today!

1. Why Select a Partnership?
2. Tax Considerations When Selecting a Partnership
3. Formation: Drafting Tips and Pitfalls to Avoid
4. Operation
5. Terminating the Partnership
6. Ethical Issues That can Arise

1. WHY SELECT A PARTNERSHIP?
   9:00 - 10:30, Timothy E. Hollingsworth
   1. Types of Partnerships and Statutes Governing Them
      1. General
      2. Limited
      3. Family Limited Partnership
      4. Professional (Service Business) Partnerships
      5. Single Project/Purpose Partnerships
   2. Advantages and Disadvantages of Partnerships in Comparison to Other Entities
      1. Liability Protection
      2. Business Assets Protection
      3. Pass Through Taxation
      4. Operating Loss Carry-Forwards
      5. Insurance and Health Care Impacts
      6. Financial and Accounting Issues
      7. Contracting Issues
   3. Factors to Consider When Selecting an Entity: Should a Partnership be Used?
      1. Who is the Client?
      2. Is it a Trust? What Kind of Service is Involved?
      3. Assets
      4. Number of Owners
      5. Will it go Public at Some Point?
      6. What are the Duties Owed?
      7. Is There a Piercing of the Veil Standard?
      8. How Easy is it to Convert?
2. TAX CONSIDERATIONS WHEN SELECTING A PARTNERSHIP
   10:45 - 12:00, Timothy E. Hollingsworth
   1. Tax Treatment of Your State-Law Partnership: What the Entity Will be Treated as for Tax Purposes
   2. At-Risk Rules
   3. Active Business Income, Payroll Issues and Self-Employment Income
   4. TEFRA Partnerships
   5. Hybrid Financing – Equity
   6. Multistate Tax Pitfalls
   7. Foreign Real Estate Investments
   8. Estate Planning Considerations
   9. What Does the IRS Look for in Partnership Documentation?
3. FORMATION: DRAFTING TIPS AND PITFALLS TO AVOID
   1:00 - 2:00, Timothy E. Hollingsworth
   1. Overview of Formation Process
   2. Drafting the Partnership Agreement: Document Review With Recommendations
   3. The Importance of the Capital Contribution Agreement
   4. Language Issues in Agreements
4. OPERATION
   2:00 - 2:30, Timothy E. Hollingsworth
   1. Allocations of Partnership Income, Gains and Losses
   2. Handling Thorny Management Issues
   3. Day-to-Day Administration
   4. Partnership Investments
   5. Buy In/Buy Out
   6. Transfers of Partnership Interests
   7. Death/Disability of Partner
   8. Handling Financially Distressed Partnerships
   9. Securities Issues
5. TERMINATING THE PARTNERSHIP
   2:45 - 3:30, Joshua P. Hollingsworth
   1. Entity Conversions
   2. Dissolution, Winding Up and Liquidation
   3. Termination of the Partnership's Legal Existence
6. ETHICAL ISSUES THAT CAN ARISE
   3:30 - 4:30, Joshua P. Hollingsworth
   1. Fiduciary Duties in Forming Partnerships
   2. Who is the Client?
   3. Pre-Existing Relationships
   4. Preliminary Discussions
   5. Disclosure Issues

JOSHUA P. HOLLINGSWORTH is an attorney in the Indianapolis office of Barnes & Thornburg, LLP, where he concentrates on business and corporate matters including mergers and acquisitions, corporate finance and entrepreneurial services. Mr. Hollingsworth received his B.A. degree, with honors, from Miami University in Oxford, Ohio, and his J.D. degree, summa cum laude, from the Indiana University School of Law - Indianapolis in 2000, where he served as Executive Articles Editor of the Indiana Law Review. He serves on the Board of Directors of the Community Development Law Center, is active in the Indiana Chapter of the Association for Corporate Growth and is the past president of the Young Professionals of Central Indiana. Mr. Hollingsworth is a member of the Indianapolis and Indiana State bar associations, and a member of the Partnerships and Unincorporated Business Organizations Committee of the American Bar Association's Business Law Section.

TIMOTHY E. HOLLINGSWORTH is an attorney in private practice in Indianapolis, where he practices in the areas of civil litigation, corporation law, commercial law and taxation law. Mr. Hollingsworth is a frequent lecturer on topics ranging from choice of entity to the use of limited liability companies and limited partnerships in estate planning. He earned his B.S. degree from Purdue University and his J.D. degree, magna cum laude, from Indiana University.

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