Structuring Preferred Stock and Preferred Returns in Business and Real Estate Transactions CLE

Structuring Preferred Stock and Preferred Returns in Business and Real Estate Transactions

April 2013

Structuring Preferred Stock and Preferred Returns in Business and Real Estate Transactions

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Teleseminars are midday continuing legal education conferences broadcast over the telephone. From the convenience of your office or home, you are able to dial into an 800 number, and hear nationally recognized practice leaders speak on important issues in the law. You are also able to ask them your questions. Teleseminars marry the best of technology and education to bring the world of CLE to your office or home.

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Program Description:

The first investors in or creditors of a company or real estate project often take a disproportionate share of risk that the venture will succeed. Those stakeholders, whether their capital exposure is in the form of equity or debt, often demand a preferential return - either that they get their money back first or their return be adjusted upward to reflect the increased risk they are taking. Preferred returns can be achieved with securities - preferred stock or warrants - or through certain contractual arrangements where early stakeholders receive cash payments after the company or real estate project achieves certain benchmarks. There are subtle but important differences in structuring preferential returns in C and S Corporations versus pass-through entities, and a host of drafting issues. This program will provide you with a real-world guide to techniques for structuring preferred returns, drafting considerations and general tax issues.

Structuring and drafting preferred returns in business and real estate transactions
Utilizing debt and equity structures for preferred returns
Preferred returns in C and S corporations v. pass-through entities
Securities techniques, including preferred stock and warrants, to achieve preferential returns
Non-securities contractual arrangements - cash and “payment in kind” distributions
Drafting issues - lockboxes, benchmarks, “hurdles” and more

Faculty:

Tyler J. Sewell is an attorney in the Denver office of Morrison & Foerster, LLP, where he specializes in mergers and acquisitions. He focuses his practice on advising financial and strategic buyers and sellers in public and private M&A transactions and complex corporate transactions. He negotiates and documents leveraged acquisitions, divestitures, asset acquisitions, stock acquisitions, mergers, auction transactions, and cross-border transactions. Mr. Sewell received his B.S., with merit, in ocean engineering from the United States Naval Academy and his J.D., magna cum laude, from the University of Pennsylvania Law School.

Richard R. Goldberg is a retired partner, resident in the Philadelphia office of Ballard Spahr, LLP, where he established an extensive real estate practice, including development, financing, leasing, and acquisition. He is past president of the American College of Real Estate Lawyers, past chair of the Anglo-American Real Property Institute, and past chair of the International Council of Shopping Centers Law Conference. Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute. Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland School of Law.