JOINT VENTURES IN BUSINESS, PART 1 & PART

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1 JOINT VENTURES IN BUSINESS, PART 1 & PART 2 First Run Broadcast: December 17 & 18, :00 p.m. E.T./12:00 p.m. C.T./11:00 a.m. M.T./10:00 a.m. P.T. (60 minutes) Businesses frequently pool their resources capital, expertise, marketing power in joint ventures to grow in existing or new markets, leveraging their strengths by partnering with companies with complementary strengths. Joint ventures come in many varieties, including contractual strategic alliances and formal entity-based ventures. Keys to long-term stability and success in these ventures include understanding the current and future contributions of each party, access to information and decision-making authority over time, dispute resolution and transfers of interests in the JV. This program will provide you with a practical guide to planning and drafting joint ventures, including financial and tax considerations, decision-making authority and transfers of interests in the JV, ownership of jointly developed property and dispute resolution. Day 1 December 17, 2013: Joint ventures in business and real estate planning and drafting considerations Types of joint ventures contractual strategic alliances v. shared entities Framework of considerations formality, capital, tax issues, management control, exits Choice of entity incorporated entities v. LPs and general partnerships v. LLCs Decision-making, access to information, deadlocks and resolution Day 2 December 18, 2013: Contributions capital, marketing and distribution, expertise, intangible assets Economics allocation of profits and losses, and distribution policies Transfers of JV interests rights of first offer/refusal, restrictions on transfers, dissolution Ownership development of intellectual property and ownership of property Speakers: Peter J. Kinsella is a partner in the Denver office of Perkins Coie, LLP, where he has an extensive practice advising businesses of every size on technology and commercial transactions, and joint ventures. Prior to joining his firm, he worked for ten years in various legal capacities with Qwest Communications International, Inc. and Honeywell, Inc. Mr. Kinsella has extensive experience structuring and negotiating data sharing agreements, complex procurement agreements, product distribution agreements, OEM agreements, marketing and advertising agreements, corporate sponsorship agreements, and various types of patent, trademark and copyright licenses. Mr. Kinsella received his B.S. from North Dakota State University and his J.D. from the University of Minnesota Law School.

2 VT Bar Association Continuing Legal Education Registration Form Please complete all of the requested information and fax or with credit card info or mail it with payment to: Vermont Bar Association, PO Box 100, Montpelier, VT Fax: (802) PLEASE USE ONE REGISTRATION FORM PER PERSON. First Name Middle Initial Last Name Firm/Organization Address City State ZIP Code Phone # Fax # Address Joint Ventures in Business, Part 1 December 17, :00PM 2:00PM 1.0 GENERAL MCLE CREDIT VBA Members $75 Non-VBA Members $115 NO REFUNDS AFTER December 10, 2013 PAYMENT METHOD: Check enclosed (made payable to Vermont Bar Association) Amount: Credit Card (American Express, Discover, Visa or Mastercard) Credit Card # Exp. Date Cardholder:

3 VT Bar Association Continuing Legal Education Registration Form Please complete all of the requested information and fax or with credit card info or mail it with payment to: Vermont Bar Association, PO Box 100, Montpelier, VT Fax: (802) PLEASE USE ONE REGISTRATION FORM PER PERSON. First Name Middle Initial Last Name Firm/Organization Address City State ZIP Code Phone # Fax # Address Joint Ventures in Business, Part 2 December 18, :00PM 2:00PM 1.0 GENERAL MCLE CREDIT VBA Members $75 Non-VBA Members $115 NO REFUNDS AFTER December 11, 2013 PAYMENT METHOD: Check enclosed (made payable to Vermont Bar Association) Amount: Credit Card (American Express, Discover, Visa or Mastercard) Credit Card # Exp. Date Cardholder:

4 Vermont Bar Association CERTIFICATE OF ATTENDANCE Please note: This form is for your records in the event you are audited Sponsor: Vermont Bar Association Date: December 17, 2013 Seminar Title: Joint Ventures in Business, Part 1 Location: Credits: 1.0 General MCLE Credit Luncheon addresses, business meetings, receptions are not to be included in the computation of credit. This form denotes full attendance. If you arrive late or leave prior to the program ending time, it is your responsibility to adjust CLE hours accordingly.

5 Vermont Bar Association CERTIFICATE OF ATTENDANCE Please note: This form is for your records in the event you are audited Sponsor: Vermont Bar Association Date: December 18, 2013 Seminar Title: Joint Ventures in Business, Part 2 Location: Credits: 1.0 General MCLE Credit Luncheon addresses, business meetings, receptions are not to be included in the computation of credit. This form denotes full attendance. If you arrive late or leave prior to the program ending time, it is your responsibility to adjust CLE hours accordingly.