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Overview
Efficiency by Design
Unlock the full tax and liability potential of real estate ventures by mastering the nuances of sophisticated operating agreements (OAs). This course provides a deep dive into drafting lender-compliant governance, complex distribution waterfalls, and strategic exit provisions that protect investor equity. You will learn to navigate the critical intersection of real property law and partnership taxation, ensuring your clients maximize tax basis and qualify for essential 199A deductions. Move beyond the boilerplate to build airtight, tax-efficient structures that survive both IRS scrutiny and market volatility. Register today!
- Draft management provisions to best fit passive investors vs. active developers.
- Analyze the "internal" vs. "external" liability shields and the veil-piercing risk in single-asset entities.
- Design enforceable provisions for mandatory vs. optional capital contributions.
- Get guidance to interpret and draft multi-tiered distribution provisions.
Abbreviated Agenda
- Why the LLC Reigns Supreme in Real Estate
- Governance and Authority: Drafting Management Provisions
- The Economic Engine: Capital Calls and Distributions Waterfalls
- Transferability and Exit Strategies
- Essential Administrative Provisions
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Credit Details
Credits Available
| Credit | Status | Total |
|---|---|---|
| Alaska CLE |
|
3 Total |
| Alabama CLE |
|
3 Total |
| Arkansas CLE |
|
3 Total |
| Arizona CLE |
|
3 Total |
| California CLE |
|
3 Total |
| Colorado CLE |
|
4 Total |
| Connecticut CLE |
|
3 Total |
| Delaware CLE |
|
3 Total |
| Florida CLE |
|
3.5 Total |
| Georgia CLE |
|
3 Total |
| Hawaii CLE |
|
3 Total |
| Iowa CLE |
|
3 Total |
| Illinois CLE |
|
3 Total |
| Indiana CLE |
|
3 Total |
| Kansas CLE |
|
3.5 Total |
| Kentucky CLE |
|
3 Total |
| Maine CLE |
|
3 Total |
| Minnesota CLE |
|
3 Total |
| Missouri CLE |
|
3.6 Total |
| Northern Mariana Islands CLE |
|
3 Total |
| Mississippi CLE |
|
3 Total |
| Montana CLE |
|
3 Total |
| North Carolina CLE |
|
3 Total |
| North Dakota CLE |
|
3 Total |
| Nebraska CLE |
|
3 Total |
| New Hampshire CLE |
|
3 Total |
| New Jersey CLE |
|
3.6 Total |
| New Mexico CLE |
|
3 Total |
| Nevada CLE |
|
3 Total |
| New York CLE |
|
3.5 Total |
| Ohio CLE |
|
3 Total |
| Oklahoma CLE |
|
3.5 Total |
| Pennsylvania CLE |
|
3 Total |
| Rhode Island CLE |
|
3.5 Total |
| South Carolina CLE |
|
3 Total |
| Tennessee CLE |
|
3 Total |
| Texas CLE |
|
3 Total |
| Utah CLE |
|
3 Total |
| Virginia CLE |
|
3 Total |
| Vermont CLE |
|
3 Total |
| Washington CLE |
|
3 Total |
| Wisconsin CLE |
|
3.5 Total |
| West Virginia CLE |
|
3.6 Total |
| Wyoming CLE |
|
3 Total |
| Arizona CPE for Accountants |
|
3.5 Total |
| New York CPE for Accountants |
|
3.5 Total |
| Washington CPE for Accountants |
|
3.5 Total |
| Wisconsin CPE for Accountants |
|
3.6 Total |
| CPE for Accountants/NASBA |
|
3.5 Total |
Select Jurisdiction
CLE
Other
Agenda
-
Why the LLC Reigns Supreme in Real Estate
- Comparative Analysis
- Tax Considerations
- Liability Protection
- Series LLCs
-
Governance and Authority: Drafting Management Provisions
- Manager-Managed vs. Member-Managed
- Scope of Authority
- The Purpose Clause
- Fiduciary Duties
- Removal and Successor Managers
-
The Economic Engine: Capital Calls and Distributions Waterfalls
- Initial vs. Subsequent Capital Contributions
- Failure to Contribute
- The Distribution Waterfall
- Tax Distributions
-
Transferability and Exit Strategies
- Restrictions on Transfer
- Rights of First Refusal (ROFR) and First Offer (ROFO)
- Drag-Along and Tag-Along Rights
- Buy-Sell Provisions
- Waiver of Partition
-
Essential Administrative Provisions
- Indemnification and Exculpation
- The Partnership Representative
- Dispute Resolution
- Books and Records
- Closing Remarks
Who Should Attend
This program is designed for attorneys. Accountants and paralegals may also benefit.
Speakers
Speaker bio
Adam N. Matasar
is an attorney with Jones Walker LLP, where he represents corporate clients ranging from start-ups to public companies in a wide variety of matters, including mergers and acquisitions, debt and equity offerings, governance, public disclosure, real estate and other joint ventures, and a broad array of other corporate matters and commercial transactions. Mr. Matasar earned his B.A. degree from Tulane University and his J.D. degree, summa cum laude and Order of the Coif, from Tulane University Law School. He was the managing editor of the Tulane Law Review and president of the Tulane Law School Civil Law Society. Mr. Matasar is admitted to practice in Louisiana.
Speaker bio
Andrew L. Crabtree
is the principal of the Law Offices of Andrew L. Crabtree, P.C., where his firm focuses on transactional and litigated real estate, landlord-tenant, construction and general commercial business matters. He has a broad background in residential condominium development and sales in commercial leasing; and represents commercial owners, developers, purchasers and tenants, including a national franchise chain in commercial leasing and landlord and tenant matters. Mr. Crabtree represents businesses and individuals in federal and state trial courts, as well as in arbitrations and before administrative tribunals involving commercial disputes, constitutional claims, partnership and shareholder disputes, breach of contract claims, business torts, unfair competition, employment claims, trade secrets and intellectual property cases. He also represents contractors, owners, developers, design professionals, municipalities and state agencies relating to public and private construction and development projects, mechanics' liens, commercial lease disputes and landlord-tenant matters. Mr. Crabtree is a member of the American Bar Association, New York State Bar Association and Suffolk County Bar Association. He earned his B.A. degree, magna cum laude, from the State University of New York at Albany and his J.D. degree from Fordham University Law School.
Speaker bio
Sterling Owens
is an attorney with The Law Office of Sterling Owens in Memphis and staff attorney for the Neighborhood Preservation Clinic at the University of Memphis Cecil C. Humphreys School of Law. She practices primarily in the areas of tax, real estate and small business law. Ms. Owens earned her undergraduate degree from Tulane University and her J.D. degree from the University of Memphis Cecil C. Humphreys School of Law. Prior to attending law school, she worked in investment real estate in Washington, D.C., Maryland, and Memphis, Tennessee.
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