Privately Owned Real Estate and Business LLCs and Incumbent Business Transactions

Sophisticated LLCs and Limited Partnerships For Real Estate and Business Ventures and Operating Companies.
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 of luxury residential estates and commercial real estate and land and business ventures and operating companies. We negotiate, draft and implement LLC operating agreements and LPAs 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 Vested and Unvested Profits and Capital Interests, Interests Subject To Substantial Risk Of Forfeiture and Clawback.
For LLCs taxed as partnerships we can provide for various equity structures, multiple classes of LLC membership interests and vested and unvested capital and profits interests and "incentive" interests subject to vesting or substantial risk of forfeiture with or without clawback requirements.

LLC Acquisitions, Mergers, Divisions, Conversions, Company Sales.
We represent entities converting into LLCs and merging with LLCs. We represent LLCs in acquiring other LLCs by acquiring its membership interests or assets and acquiring corporations through asset acquisitions and, subject to compliance with applicable regulations, through 336(e) deemed asset acquisitions . We represent LLCs in reorganizing the company through a division of the entity and in the sale of the company through the transfer or sale of its membership interests or assets.

LLC Members' Contributions, Sales, Redemptions and Liquidations of Membership Interests, Membership Purchase Agreements.
We represent 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 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 membership interest in the company and negotiate and prepare Membership Purchase Agreements.

Family LLCs.
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.

S and C Corporations.
We organize and counsel S and C corporations for privately owned and family owned real estate related business enterprises including real estate management and operating companies. Our international clients sometimes form C corporations, or an LLC taxed as a corporation, as a blocker corporation in connection with structuring their ownership of U.S. real property interests. Since California real estate brokers can not be licensed as an LLC and the cost of bonding is extremely expensive for CSLB licensed contractors who wish to operate as an LLC, real estate brokers and licensed contractors often form corporations to be licensed for their professional activities.

We Negotiate and Draft Business Transactions and Contracts Including:
•LLC operating agreements;
•LLC and partnership contribution agreements;
•Joint venture agreements;
•Business acquisition and purchase agreements;
•Investor 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;
•Letters of credit;
•Powers of attorney, general and special powers;
•Release and settlement;
•Non-competition; and
•Indemnification and hold harmless.