Sophisticated Privately Owned LLCs For Real Estate and Business Enterprises.
We represent U.S. and foreign buyers, sellers, investors, managers, manager-members, founders, partners, business and personal associates and family members in structuring and organizing sophisticated privately owned limited liability companies for real estate development, construction, project financing, ownership, equity investment, operating companies and marketing and management involving luxury residential estates and commercial real estate and for business enterprises. We negotiate, draft and implement LLC operating agreements and counsel and represent the company in transactions including initial and post organization contributions, allocations, revaluations, liquidating and non-liquidating distributions, dissolutions, redemption of membership interests, financing, development, marketing and management agreements and general governance and business operational transactions.
LLC Real Estate Contributions, Distributions, Sales and Liquidations of Membership Interests, Membership Purchase Agreements.
We represent LLCs and U.S. and foreign LLC members with respect to contributions of real estate (whether appreciated or depreciated or subject to a liability), cash and other assets to the company, structuring cash and property distributions, taking into consideration disguised sales and merger issues, structuring allocations, providing for approval rights on proposed management decisions and transactions, liquidating and non-liquidating distributions from the company and the transfer, sale and redemption of membership interests in the company. We negotiate and draft Contribution Agreements and Membership Purchase Agreements.
Family Business Organization, Operations, Governance and Succession Planning, Family LLCs.
With our hands on experience managing a complex multi-member family partnership, we counsel founders and family members regarding the organization, succession and control of family businesses and interests in the family business. This includes organization, operations and governance of a family LLC, an analysis of potential contributions by the founder into a family LLC, gifts of interests in a family LLC to family members, structuring the future control and management of a family LLC from a business and management perspective and considering the expectations of family members. We also represent the business if the founders decide to sell the company rather than retain ownership in the family.ndemnification and hold harmles
LLC Indirect Real Estate Transfers.
Interests in real estate owned by an LLC can be indirectly transferred by sales and transfers of LLC membership interests rather than the sale of the property itself, with title to the property remaining in the LLC. These transactions when structured properly can avoid property tax reassessment and documentary transfer taxes.
Limited Partnerships, Corporate General Partners.
Some clients and funds prefer to form a limited partnership with a corporate general partner for a development or investment project as an alternative to a limited liability company. And some utilize the same corporation as the general partner in multiple projects. For privately owned limited partnerships, we negotiate and draft the limited partnership agreement (LPA) on behalf of the sponsor and organize and counsel the corporate general partner. Alternatively, we represent and counsel non-managing investors in negotiating the LPA. With our experience representing sponsors and investors, we know what issues are important to each and where to focus.
We Negotiate and Draft Business Contracts and Transactions Including:
• LLC membership purchase agreements;
• LLC operating agreements;
• LLC contribution agreements;
• Joint venture agreements;
• Letters of intent, binding and non-binding;
• Confidentiality and non-disclosure;
• Marketing and management agreements;
• Buy-sell agreements;
• Employment, consultant and independent contractor agreements;
• Real estate and UCC mixed collateral financing;
• Letters of credit;
• Powers of attorney, general and special powers;
• Release and settlement; and
• Indemnification and hold harmless.
Homeowner Employment Contracts For Executive Assistants, Nannies, Domestic Staff and Personal Security.
Many of our clients employ assistants to help them manage their household. This includes executive assistants to manage personal and business affairs, nannies to assist with taking care of children and other domestic staff. Some also employ personal and property security personnel. As their personal legal counsel, we provide our clients with legal representation in preparing these special contracts.