Continuing Legal Education

TELESEMINAR: Structuring Preferred Stock and Preferred Returns in Business and Real Estate Transactions – A National Perspective (Live Replay from 4/16/13)

June 24, 2013
12:00 – 1:00 p.m.
1.00 MCLE hours


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 – which was originally presented on April 16, 2013* – 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
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Program Speakers:
Tyler J. Sewell
, Morrison & Foerster, LLP, Colorado
Richard R. Goldberg, Ballard Spahr, LLP, Pennsylvania


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.



*Please Note: Attorneys may not receive credit for viewing the same program more than once within a 12 month period.