Continuing Legal Education

TELESEMINAR: Real Estate Partnership / LCC Divorces – A National Perspective

November 8, 2012
12:00 – 1:00 p.m.
1.00 MCLE hours


Recent years have taken a substantial toll on the real estate industry and real estate partnerships and LLCs.  Partnerships formed to develop and sell or lease property have been pressured by falling market values, lenders’ refusal to refinance, and internal operational and ownership challenges. Faced with these challenges, the owners of these partnerships often decide to “divorce,” to separate assets, allocate debt, wind up operations and go their separate ways. For attorneys advising clients on these divorces, the challenges are manifold – framing the right structure to separate assets among the owners without losing value in the underlying project, working with reluctant lenders to allocate debt among the partners, and avoiding the most adverse tax consequences of the divorce. This program will provide you with a practical guide to formulating effective structures for accomplishing a real estate partnership divorce with a minimum of adverse tax consequences.


  • Strategies for accomplishing a real estate partnership/LLC divorce
  • Techniques for dissolving an entity and separating assets – dissolve & exchange, outright sales, “Russian Roulette,” redemptions, cross-purchases, and more
  • Lender issues – range of plausible alternatives for modifying or reallocating debt, including refinance options
  • Practical guidance on modifying existing partnership and operational agreements to accomplish a divorce
  • Major tax issues to consider when formulating a real estate partnership divorce


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Program Speakers:
Richard R. Goldberg
, Ballard Spahr, LLP, Philadelphia
Brian J. O'Connor, Venable, LLP, Baltimore


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.  Earlier in his career, he served as vice president and associate general counsel of The Rouse Company for 23 years.  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.

Brian J. O'Connor is a partner in the Baltimore office of Venable, LLP, where he is co-chair of the firm’s tax and wealth planning group. He provides sophisticated tax and business advice to closely-held and publicly-traded businesses and their owners.  Before joining Venable, Mr. O’Connor was an attorney-advisor in the Office of the Chief Counsel of the IRS, where he worked on high profile legislative projects, regulations and other published guidance relating to pass through entities.  Mr. O’Connor received his J.D., magna cum laude, from Washington and Lee University School of Law and his LL.M. in tax law, with distinction, from Georgetown University Law Center.