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DATELINE:  BOSTON, MA…

At the outset of a joint venture, many real estate investors don’t focus on the inevitable question – what could possibly go wrong?

 

At the recent Real Estate Bar Association for Massachusetts (REBA) 2008 Spring Conference Attorney Mark Furman, chairman of the litigation department of Tarlow, Breed, Hart & Rodgers, P.C., outlined not only what can go wrong, but also how to approach the resolution of disputes among co-venturers.

 

Disputes or claims that arise out of joint ownership agreements run the gamut. Common areas of discord include: self dealing, usurping corporate opportunities, entitlement to compensation or fees not fairly allocated, the right to work in a venture, mismanagement, unequal treatment, or exclusion from information, participation, and decision-making.

 

Under Massachusetts law, joint venture parties have the same fiduciary duties as partners, owing each other the duty of utmost good faith and loyalty, particularly in regard to minority shareholders. Co-venturers may not act out of self-interest or avarice in violation of their duty of loyalty to their partners and the business.

 

In matters involving business policy, majority shareholders have the initial burden of demonstrating a legitimate business purpose for the action taken. This includes majority shareholders exercising discretion in declaring or withholding dividends, deciding whether to merge or consolidate, establishing the salaries of corporate officers, dismissing directors with or without cause, and hiring and firing corporate employees. The minority shareholders then have the burden of demonstrating that the same legitimate objective could have been achieved through an alternative course of action less harmful to the minority’s interest. The Courts then weigh the legitimate business purpose against the practicability of a less harmful alternative. The Courts also consider the reasonable expectation of the parties.

 

In situations involving corporate opportunities and self-dealing, the burden is on those who benefit from the venture to prove that the decision was fair to the corporation. An agreement among owners should minimize claims. If it is a joint venture, the scope of the venture should be narrowly defined.

 

Although Massachusetts courts have indicated that the fiduciary duties owed between joint venturers can be modified or limited by contract, there has been a reluctance to allow for the total elimination of fiduciary duties. Statutory provisions also exist under Massachusetts law that can be used to limit or eliminate the personal liability of a manager or member of a Limited Liability Corporation (LLC) or limit the liability of a director of a business corporation.

 

Massachusetts courts will apply the law of the state of incorporation to claims concerning the internal affairs of a corporation, including claims for breach of fiduciary duty. The scope of fiduciary duties can vary from state to state, and the statute of limitations, burdens of proof, and available remedies may also differ.

 

Some claims may only be brought as derivative claims on behalf of a company. A derivative action must be brought to recover for breach of duties owed to the corporation. Because a derivative action is brought on the grounds of breach of duty owed to the corporation, any recovery will benefit the corporation. Claims that the majority has been paid excessive compensation must be brought as derivative claims. Direct claims for breach of duty owed to a shareholder may be brought directly by the aggrieved minority shareholder. Direct claims include those challenging the termination of employment and certain “freeze out” techniques.

 

In Massachusetts, breach of fiduciary duty through diversion of corporate opportunities and self dealing is usually subject to a three year statute of limitations while certain other contractual claims may be subject to a six year statute of limitations. The statute of limitations may be extended by virtue of the Plaintiff not having knowledge of the wrongdoing, fraudulent concealment, or in derivative actions, the adverse domination of the corporation by the alleged wrongdoers.

 

The court has broad equitable powers to fashion remedies where there has been a breach of fiduciary duty. Courts attempt to restore as nearly as possible the wronged party to the position they would have been in had there not been wrongdoing. Remedies should neither grant the minority a windfall nor excessively penalize the majority. The remedy should be consistent with the reasonable expectations of the parties.

 

Massachusetts statutory remedies are determined by provisions of the Limited Liability Company Act, the Uniform Partnership Act, the Limited Partnership Act, and the Business Corporations Act.

 

Tarlow, Breed, Hart & Rodgers, P.C.

Formed in 1991, Tarlow, Breed, Hart & Rodgers, P.C. is committed to providing high quality, comprehensive legal services to its clients. Featuring a breadth and depth of experience and perspective usually found only at larger law firms, Tarlow, Breed, Hart & Rodgers, P.C. offers sophisticated legal counsel to entrepreneurs, businesses, individuals, families, and institutions.

The firm’s areas of expertise include litigation and dispute resolution, corporate law, employment matters, mergers and acquisitions, estate planning, taxation, real estate, bankruptcy, and municipal law.

 

The expertise and collegiality of the firm’s fifty plus members, associates, and support staff has consistently resulted in the building of lasting relationships of trust and confidence.

 

The offices of Tarlow, Breed, Hart & Rodgers, P.C. are located at 101 Huntington Avenue, Prudential Center, in Boston, MA 02199. For additional information, or to arrange for a consultation, please call 1-617-218-2000, e-mail info@tbhr-law.com, or visit www.tbhr-law.com.

 

 

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The homes on lending the loans and other amounts always face several issues. Sometimes late monthly payments affect the credit report and it becomes difficult because future lending becomes almost impossible from the banks and other institutions. If you are like the others who faced issues with the foreclosure of lending terms then MN foreclosed homes resource is for you to read the interesting ways and work-around which can be adopted to solve different issues.

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The apartments on the first floor often offered as a potential opportunity to translate it into non-residential fund and use the office or shop. How to approach this issue in terms of marketing planning.

Any whether flat on the ground floor suitable for use by commercial real estate? Consider this question in the case of real estate Kharkov.

For commercial increasingly used 2, 3-bedroom apartment. apartments, an area of 50 m2. In such facilities may be located offices (as for the large number of visitors, and «quiet»), shops, business services (hairdressing, dry cleaning, etc.).

To measure the consistency of the property commercial passenger measure (the number of people passing by the property / day), the level of proximity to major transport hubs. Also provide the level of business activity area (the availability of administrative, office buildings, other commercial real estate).

Also the level of urban migration (migration is low, as a sleeping area and past the property taking place every day, residents of one area, the high – at the center when passing of the property may be people from all parts of the city, visitors).

For the office Commercial real estate broker

For client offices the most important factor is the proximity to the center (where the maximum level of business activity). For «quiet» offices, which do not involve a large number of visitors per day, the main factor is the availability of transport. However, the area should have a high level of business activity. (Areas near subway stations: «M. Zhukov», «Moskovsky Prospect», «them. Maselskogo A.», «Ak.Pavlova», «Student», «23 August», «Botanical Garden», «Square uprising») . Also, if the activity is related to the production or brokering, the office can be located in the industrial zone of the city. Here is the main factor is the proximity of production or a large warehouse, proximity to the subway is a secondary factor, but should be comfortable car door.

For commercial real estate sale and facilities services.

Stores high-price goods group, clothing stores, luxury items, are located in the center, where a large number of people with high incomes, as well as the day goes a lot of people, and high levels of urban migration.

For non-food shops, clothing stores, salons, which are not located in the center, a factor proximity to the subway or to the central commercial facility is central.

Florida has always been the holidaymaker’s paradise. This state in the southwestern US has miles and miles of white sand beaches to which the rich and well heeled flock to every year. Tourism and hospitality industries are highly developed. You can strike gold with investing in real estate in Florida.

The beaches of Florida are like no other anywhere in the world. The warm, sunny weather and mild winter make it an attractive destination round the year. As the tourism boom caught on, associated industries like hospitality and family entertainment have seen consistent innovations to attract more customers. Luxury hotels, beachside resorts, golf courses, movie theaters, family amusement parks and museums keep Florida humming with tourist traffic. Therefore, owning real estate either as residential or commercial purpose can bring returns that are extremely profitable.

Condos, apartments and houses are the most common form of residential property in Florida. The main reasons to Florida real estate investing are:

• It has a sustainable economy because of its consistent top ranking as preferred choice for family holidays and business meetings.

• While it might seem that the beachfront is saturated with high-priced properties, the truth is much land is still available for development. This means affordable properties at lower rates can be bought if only one took the effort to scout out.

• Florida has well developed infrastructure. It also boasts of good educational facilities.

• The state has nil income tax and low tax on real estate. The returns from real estate therefore translate as higher balance with the bank.

• Home mortgage rates are the lowest in the country hovering around 6% for a 30-year loan.

There are just a couple of things you should watch out for. Pick up properties in areas with good growth potential. Move away from the herd approach of sticking only to glamorous localities. Local law in Florida prohibits passive investing. So, choose a property option that would bring good rentals as well as make you comfortable living there.

Copyright © 2006 Joel Teo. All rights reserved.

They say bureaucracy in India can be slower than the most patient snail. So, more than seven years after the proposal was first mooted, the Securities and Exchange Board of India (Sebi) came out with its draft guidelines for real estate mutual funds (MFs). This move has brought much joy and relief to the MF industry.

Now, the industry is out to convince domestic investors that the move could not have come at a more opportune time. In these volatile times, real estate acts as a good diversification option due to its low correlation with equity and bonds. Besides, retail investors can now invest in actual real estate projects with amounts as low as a few thousand rupees.

“Sebi’s move to launch realty MFs will not only foster diversification in the MF industry, but will also promote wider participation in the real estate sector,” says Vineet K Vohra, MD & CEO, ING Investment Management, a fund house that helps manage around $200 billion in various real estate projects around the globe.

Mr Vohra says the move will help bring the Indian market place closer to global norms. As for delivering returns, sample this… ING’s Global Real Estate Fund, which invests in shares of international real estate companies, emerged unscathed in the recent stock market turbulence.

The fund not only took the crash in its stride, but also delivered positive returns over the same time period. If you had invested Rs 10,000 separately in the BSE Sensex, BSE Realty index and ING Global Real Estate Fund on January 10, ’08, your investment would be worth Rs 7,900, Rs 5,500 and Rs 10,800, respectively , as on April 22, ’08. Sebi has given approval to two kinds of real estate funds. The first category is of real estate MFs, which will invest in real estate projects and mortgage-backed securities.

These will be closed-ended funds, listed on the exchanges. As their net asset values (NAVs) will be declared daily, investors will have the option to exit any day. So, you can now say goodbye to the old tradition of illiquidity in real estate investments. Real estate investment trusts (REITs, in short) constitute the second category of real estate funds.

These products are very popular abroad. The most common version of this class of funds allows an investor to earn fixed income like returns through rents of commercial properties . Most REITs are listed on the exchanges and have tax incentives for investors.

Put simply, REITs work like fixed income instruments (rents as coupons), while realty MFs will seek capital appreciation (like a stock price going up) by investing in properties. For years, real estate was synonymous with lack of transparency in transactions and absence of an index, making it difficult to track prices.

Various fund officials like ING’s Mr Vohra hope that the introduction of REITs in India will change all that. They are betting on such products ushering in greater liquidity to this asset class, as well as freeing up developer capital for further investment, changing the dynamics of the sector as well.

With the current real estate boom and no signs of any fall in demand for homes or offices, this may be the best time for investors to own a share of the lucrative realty sector. Real estate MFs and REITs offer the cheapest and most convenient way to do so. However, let’s hope that smoother legislative framework and a clear taxation policy will be put in place for these products, making them investor-friendly .

Owing to its direct connectivity with prime commercial destinations of Mumbai like Bandra-Kurla Complex (BKC), Kalina, CST Road, Jogeshwari-Vikroli Link Road, the real estate around LBS Marg is buzzing with activities. Both commercial and residential properties are selling like a hot cake in the region.

Not just LBS Marg, Mumbai properties around Ghatkopar, Powai, and Vidyavihar are also witnessing a strong surge in demand.

Availability of superior road infrastructure with linkage to Eastern Express Highway has further fuelled the growth in the belt and this has resolved the connectivity issues between Eastern and Western suburbs.

Furthermore, Sakivihar road connects Andheri, and from the Eastern Express Highway people can easily drive down to Airoli, Vashi, Ghatkopar, Chembur and Sion.

The real estate around LBS Marg is truly a quintessence of how infrastructure boosts property values in a market.

The first proposed metro rail coming up at the Versova-Ghatkopar route is one of the reasons for spur in real estate development in the region. The railway stations of Ghatkopar, Vikhroli, Kanjurmarg, Bhandup and Mulund are at a throwaway distance from LBS Marg.

Meanwhile, the IT and ITeS sector drives the commercial properties around LBS Marg. Finance, Banking and Management Consultancies and even premium hospitality majors are aggressively scouting for land around the LBS Marg belt from Ghatkopar to Thane.

Corporate majors like Wipro, Accenture, CapGemini, WNS Spectramind, ICICI Prudential, HCC, Colgate Palmolive, CIPLA, Johnson & Johnson have already set up their base in the region and quite an impressive demand is there for Grade A quality office space.

The property values, however, are still far lower than places like BKC, and this is something that is driving the demand curve in the area. According to sources, the lease rates here in this region are from Rs 50 to Rs 200 per sq. ft against Rs 200-Rs 350 per sq. ft of BKC.

For more details on Mumbai Property Prices, log on to magicbricks.com

I don’t know a thing about you, but I am willing to bet that you think your taxes are too high. Let’s face it, we all know that we pay taxes for a reason but sometimes it just feels like we pay too much. After all, we worked hard for our money! Why do we have to give so much of it away? We pay federal income tax, Medicare tax, somebody named FICA takes a huge chunk of our change; we pay state taxes and even local taxes. We even pay property taxes on our land. That is probably the tax you hate most—your property tax. You pay money to your state and city governments on your property. So in a way, you could pay for that property two or three times: once to buy it, once for local property tax purposes and once for state property tax purposes. Of course, in Texas it is different. In Texas, you can actually save money because you only pay Texas property taxes once.

In Texas, you only pay property taxes to your local a local taxing unit. In Texas, you will not have to pay state property tax. This means that the money you pay in Texas property taxes each year funds only your city, county and (if you live within the boundaries of one) school district.

This is partly how taxes were originally supposed to work, and it helps take the sting out of your property taxes when you can see the people who are benefited by them. After all, you live in the same district as the school you are funding. You don’t have to wonder where your Texas property tax money is going. You can see it working within your community. In fact, you get to have a say in how your property tax is spent! In Texas, the county, city, school and the special districts decide how they spend the money that is paid in property taxes. If you are active in your community, you could help make these decisions.

Your property will get looked over by an appraiser and then you are notified of how much Texas property taxes you will owe. This number is not set in stone; you have a right to dispute the report. You can file a dispute or an application for a tax exemption until April 30. Starting on May 15, an appraisal review board starts going through the disputes and applications and makes decisions regarding final tax amount.

In conclusion, living in Texas can save you a considerable amount of money in Texas property taxes because it does not have a state property tax. Not only that, but it is one of the few states in the union that invites its tax payers to be a part of every step of the taxing process. You can help decide how much you will pay in taxes and how your tax money will be spent. No other state in the union has such a citizen-centric tax process.

The North Shore of Lake Pontchartrain is filled with small communities and cities that offer the best of both worlds: easy access to big city amenities and the atmosphere of small town living. This is the draw that most people feel when it comes to purchasing real estate and making those important decisions about where you will live and work.

There are few decisions you will face in life that are more important than where you will raise your family. In other words, the place you will call home. The area known as the North Shore presents many beautiful options when it comes to establishing roots and growing families.

This is also an incredible place in which to enjoy the single lifestyle with its close proximity to New Orleans, the Mississippi Gulf Coast, and the many attractions and events that abound throughout the region.

Do not make the mistake, however, of allowing the allure of New Orleans and the big city lifestyle to overshadow the many benefits of Mandeville, Louisiana. Real estate is one of the first things you will want to consider. Real estate is much more affordable in St. Tammany Parish as you will get much more house for your money with your Mandeville La real estate buy.

Another important consideration when it comes to real estate in Covington, Louisiana and other surrounding areas is the education that can be had for the price of a longer commute in most cases.

When you look at the big picture, Covington, Louisiana real estate has a lot to offer growing families as well as those that are just starting out. Schools are only a small token of the many family benefits that abound on the North Shore of Lake Pontchartrain with the lake itself being one of those attractions that most families find an enjoyable part of living there.

Hammond Louisiana real estate is another worthy consideration for those seeking to escape the hectic pace of life in the immediate vicinity of New Orleans, Metairie, or Kenner. You will face a little bit longer of a drive time, but prices for real estate are much lower than in New Orleans.

There are plenty of attractions that are well suited for families in the area as well. One huge event to take place in the Hammond area is the Louisiana Renaissance Festival held each year in the fall.

Couple events such as this with easy access to New Orleans and other North Shore communities, and Hammond is yet another winner for those seeking not only a home for their families but also a sense of community that is often absent in larger cities.

When it comes to quality of life, Mandeville Louisiana real estate is truly one of the best available options for families in or around the Crescent City. Check out the local school systems, entertainment and cultural events, and take advantage of the close proximity to all of the conveniences that cities such as New Orleans have to offer consumers, businesses, and families alike.

There are few living arrangements that offer all of these benefits tied up in the pleasant package that St. Tammany Parish presents.

Commercial real estate means a property that is able to generate additional income for the its owner. When one says commercial real estate it generally includes building for offices, apartment units, real properties, raw land and condos. All kinds of properties that are able to produce revenue for the owner are called commercial properties. Commercial real estate does not include those that are habitable such as apartment building or houses.

During the last decade there has been a lot of people who has been investing in it or land that are considered commercial. People are generating huge income out of these commercial real estates. There are certain principles of commercial real-estate. The owner of the property, the agent of real estate and the developer follows the same principles. The agents of real estate that are used for commercial purposes help in giving the best features to a prospective buyer. They also provide the best deals so that the buyers can buy from them and in the process can increase their profits. Agents of commercial real estate are helpful for tenants and buyers.

The best commercial estate should be chosen depending on ones requirements. Choosing the property at the best of locations helps in future growth and development of the commercial property. The benefits of a good location are enormous as the number of people visiting and buying from ones commercial establishment is high. It should be chosen in such places for higher efficiency. The best areas to choose a commercial real-estate are near areas of high traffic like railway station or bus station. These areas can be used for restaurants, stores or hotels.

The best way to generate high revenues is by investing in such property. It is important to remember that investing at the right time and right place is the best way to earn more and more profits. The best way to find a good real-estate for commercial purpose is by consulting financial advisors. Even if one has a small business investing in commercial real estate is a good option as business can be expanded by buying such type of property in an appropriate place. In case of people with large business commercial real estate is the best place and way to expand business and generate more revenue.

However it is important to remember that there are several providers of commercial real estate. So the reputation of the concerned provider should be thoroughly checked. Moreover there are several terms and conditions and interest rates and these should be checked before entering into an agreement in order to get the best deal.

There are several websites that give the best deals in such a business. So the best way to search the best deals is through there Internet as one finds a lot of information on agents and financial institutions that provide quotes of its properties. By using the on-line facility one can save a lot of time and money on knowing the various rates. Apart from these advantages comparison on the services provided can be made.