Sophisticated LLCs and Limited Partnerships For Real Estate and Business Related Enterprises and Operating Partnerships.
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 and limited partnerships for real estate development, construction, investment, project financing and co-ownership and marketing and management of residential estates, commercial real estate, business ventures and partnerships and related operating companies. We negotiate, draft and implement LLC operating agreements and LPAs and, when appropriate, use a targeted allocations structure with clawback for early distributions to the carried interest member which exceed its final entitlement.
LLC Asset Acquisition Agreements, Mergers, Conversions, Company Sales.
We represent entities converting into LLCs and LLCs merging with other LLCs through an Assets-Up or Assets-Over transaction. We represent LLCs in acquiring other companies through an asset acquisition and we represent LLCs in the sale of the company through the transfer or sale of its membership interests or assets.
LLC Real Estate Contribution Agreements, Membership Sales, Redemptions and Liquidations, Membership Purchase Agreements.
We represent individual U.S. and foreign LLC members and LPA partners with respect to contributions and distributions of real estate (whether appreciated or depreciated or subject to a liability or subject to potential disguised sale issues), cash and other assets, structuring their distributions and allocations, exercising their approval rights on proposed management decisions and transactions, liquidating and non-liquidating distributions from the company and the transfer, sale and redemption of their interests in the company. We negotiate and draft LLC Membership Purchase Agreements.
With our hands on experience managing family businesses, we counsel founders and family members regarding the succession and control of family businesses and interests in the family business. This takes into consideration contributions by the founder into a family LLC, gifts of interests in a family LLC to family members and structuring the future ownership, control and management of a family LLC from a personal, business and management perspective.
Real Estate Portfolio LLCs.
With Earle Goodman's experience as General Counsel and General Partner of a limited partnership with a portfolio of over 800 properties, we have a specific focus on real estate portfolio LLCs. We represent portfolio owners in the sale or other disposition of their real estate portfolio inventory by individual property sales, by bulk package asset dispositions and by the sale or merger of the company itself as an alternative to the sale of its real estate properties. We represent buyers acquiring real estate portfolios by direct asset purchases and by acquisition of or merger with the LLC owning the portfolio. We provide ongoing legal management to portfolio companies.
LLC Indirect Real Estate Transfers.
Beneficial 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 structured properly, including transfers to trusts, partnerships, other LLCs, corporations and individuals, can avoid property tax reassessment, documentary transfer taxes and the technical termination of the LLC.
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 Transactions and Contracts Including:
•Asset acquisition agreements;
•LLC membership purchase agreements;
•LLC operating agreements;
•Limited partnership agreements;
•LLC and partnership contribution agreements;
•Marketing and management agreements;
•Joint venture agreements;
•Letters of intent, binding and non-binding;
•Confidentiality and non-disclosure;
•Marketing and management agreements;
•Employment, consultant and independent contractor agreements;
•UCC financing, security agreements;
•Letters of credit;
•Powers of attorney, general and special powers;
•Release and settlement;
•Indemnification and hold harmless.