Learn how to avoid and resolve conflicts associated with joint ventures and capital issues.
Raising capital for or investing in an asset or a purchase can often involve the need to form a joint venture or an investment vehicle. A seller of an asset may also choose to bring in a joint venture partner rather than complete an outright sale. Joint venture partners need to reach agreement on certain key terms of their relationship in a way that allows the parties to move forward with the relationship with a clear understanding of how the venture will be managed, the responsibility of and credits to each party for capital infusions, if any, and the rights of each party to receive the profits from the project and the return of their capital. Obligations of each party as to financing may also be an issue, including lender required guarantees. Frequently, these issues have significant tax consequences which need to be considered and addressed in the document. This program will address these issues with a focus on enabling the participant to identify issues of concern, understand the typical range of solutions in the market and assure that the negotiated documents reflect the agreed upon terms. While the focus will be on joint ventures, typically involving two direct members, some of the issues may be equally relevant to investment vehicles.
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Agenda
Key Issues in Joint Ventures
- Contributions and Valuation of Non-Cash Contributions
- Management and Control of Entity
- Distribution Waterfall and Return of Capital
Contribution Issues
- Contribution Value of Property Contributed
- Obligations and Need for Further Capital and Failure to Contribute
- Current Capital Needs Due to Financial Markets
Management Issues
- Managing Member or Manager
- Authority of Manager and Limitations
- Voting Deadlock or Internal Disharmony
Distribution Waterfall
- Single or Dual Distribution Structure (I.E. Income vs. Capital Events)
- Preferred Return
- Return of Capital
- Promotional Share
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
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OnDemand Course
This course was last revised on November 30, 2023.
Call 1-866-352-9540 for further credit information.
- AK CLE 1.0
- Alaska attorneys may receive 1.0 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
- AL CLE 1.1
- This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.1 hours credit.
- AR CLE 1.0
- This course has been approved for 1.0 hours of CLE by the Arkansas CLE Board.
- Arizona CLE 1.0
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.0 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.0
- Lorman Education Services is a State Bar of California approved MCLE sponsor and this course qualifies for 1.0 CLE hours of participatory credit.
- CT CLE 1.0
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 1.0 CLE credit(s).
- GA CLE 1.0
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.0 CLE hours.
- HI CLE 1.0
- This program was approved by the Hawaii State Board of Continuing Legal Education for 1.0 CLE credit hours.
- IL CLE 1.0
- This course was approved for a total of 1.0 hours of MCLE Credit by the Illinois MCLE Board.
- MO CLE 1.3
- This course qualifies for self-study CLE credit in Missouri.
- ND CLE 1.0
- North Dakota CLE policy does not allow for pre-approval of any self-study courses. This course may qualify for up to 1.0 hours of CLE credit.
- NH MCLE 1.1
- NH MCLE does not approve or accredit CLE activities for the NH Minimum CLE requirement. Lorman Education Services believes this Ondemand course meets the requirement of NH Supreme Court Rule 53 and may qualify for CLE credit(s). Program Length: 64 Minutes.
- NM CLE 1.0
- This program has been approved by the New Mexico Minimum Continuing Legal Education Board for 1.0 hours of credit.
- NV CLE 1.0
- This program has been approved by the Nevada Board of Continuing Legal Education for 1.0 CLE hours.
- NY CLE 1.0 including Areas of Professional Practice 1
- This course has been approved in accordance with the requirements of the New York Continuing Legal Education Board for up to a maximum of 1.0 credit hours in the area(s) of Areas of Professional Practice for 1.00 hour. Each hour may be counted only as satisfying one category of credit. Duplicate credit for the same hour of instruction is not permitted. This course qualifies for both established and newly admitted attorneys. Lorman Education- Noggin Guru, Inc. has a financial hardship guideline. Please contact customer service at 1.866.352.9539 for instructions on how to apply.
- PA CLE 1.0
- This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.0 hours of substantive law, practice and procedure CLE credit.
- RI CLE 1.0
- This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.0 hours of CLE credit.
- VA CLE 1.0
- This program has been approved by the Virginia Mandatory Continuing Legal Education Board for 1.0 CLE credit hours.
- VT CLE 1.0
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.0 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WV MCLE 1.3
- This program has been approved by the West Virginia State Bar MCLE Commission for 1.3 MCLE hours.
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
Virginia MCLE requirements do not allow approval for programs that do not include an audio or audiovisual component.
This program was previously offered as a live webinar. Virginia MCLE requirements do not allow approval for attendance at duplicate programs.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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- AK CLE 1.0
- Arizona CLE 1.0
- CA MCLE 1.0
- CT CLE 1.0
- HI CLE 1.0
- MO CLE 1.3
- NJ CLE 1.3
- NM CLE 1.0
- NV CLE 1.0
- NY CLE 1.0 including Areas of Professional Practice 1
- VT CLE 1.0
- WV MCLE 1.3
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Why Lorman?
Over 37 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
Kenneth S. Kramer
Nossaman LLP
- More than 35 years of experience as a real estate attorney
- Advises major regional developers and investors with diversified portfolios on a full spectrum of office, industrial, recreational, and retail property transactions, including ac-quisitions and dispositions, leasing, financing, joint ventures, and workouts
- Joint Venture experience includes multi-property portfolio acquisitions with joint venture capital partners, joint venture for single property acquisitions, structured equity invest-ment vehicle for reinvestment in 3 building project, evaluation of buy-sell implementation, and generally representing owners and acquirors of properties in negotiating the terms of joint ventures, including contribution, distribution and control terms.
- Lectures on joint ventures, leasing transactions, build to suit leases, and other real estate topics
- Former chair of Nossaman’s Real Estate Transactions Practice Group, and former assis-tant managing partner of Nossaman. Leasing partner for Nossaman.
- J.D. degree, University of Southern California School of Law; B.A. degree, University of Pennsylvania
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