Description
Any joint venture starts as a tenuous arrangement between business entities until the details of the project are negotiated and solidified in the terms of the joint venture agreement. Join us for this 90-minute video for a study of the steps needed to structure a successful and ongoing joint venture, including a practical examination of tax and revenue issues.
Topics to be discussed include:
- Structuring a workable joint venture agreement
• Assessing business objectives and key issues
• Legal framework and structure
• Contributions and financing, including default issues
• Profits and returns from the joint venture
• Governance and management; control and minority issues; deadlock
• Exit Strategies and transfers of ownership interests
• Corporate opportunities and restrictive covenants
• Documenting the joint venture
• Certain regulatory and security laws aspects
- Tax Diligence
• Tax Aspects of the Deal and the Agreement
• Contributions: cash, in-kind (built-in gain/loss property), or mixed?
• Allocations and distributions – understanding the tax consequences
o Phantom income and tax distributions
o Debt and allocation of partnership liabilities
• Tax elections
• Tax audits – new partnership audit rules
- Joint venture agreements in construction deals
• Construction teaming agreements
• Selection and qualification of joint venture entity
• Special issues that are of most concern in a construction joint venture - including ownership and control, minority member protection, tie breakers, and insurance/bonding/parent guaranty
If you are licensed in New York, this content is appropriate for both newly admitted and experienced New York attorneys. Although, this content is appropriate for all New York attorneys, newly admitted attorneys cannot earn CLE credit for the completion of the course when presented via on-demand.