Building and Defending Real Estate Investments: Tax Strategies, Brokerage Litigation, and Asset Protection Pitfalls

Brandi Joffrion | B. Joffrion Consulting LLC

Ms. Joffrion specializes in guiding entrepreneurs, startups, and small businesses in choosing the right legal structure for their ventures, whether that’s forming a Limited Liability Company (LLC) or a corporation. With years of experience advising clients on the nuances of business entities, she helps demystify the process and ensure that your business is set up for success from the start.

Her consulting is rooted in a rich legal background. Prior to focusing on business formations, Ms. Joffrion worked extensively in litigation, developing a deep understanding of how the legal system impacts business operations. Additionally, she had the privilege of overseeing an Anti-Money Laundering (AML) compliance department for an overseas law firm. This role sharpened her skills in navigating complex regulatory frameworks and emphasized the importance of risk management in business operations.

Her consulting is rooted in a rich legal background. Prior to focusing on business formations, Ms. Joffrion worked extensively in litigation, developing a deep understanding of how the legal system impacts business operations. Additionally, she had the privilege of overseeing an Anti-Money Laundering (AML) compliance department for an overseas law firm. This role sharpened her skills in navigating complex regulatory frameworks and emphasized the importance of risk management in business operations.

James A. Hochman | Schain, Banks, Kenny & Schwartz Ltd.

Jim represents many commercial real estate brokerage firms, landlords, tenants, and commercial real estate investors, assisting in all phases of commercial and residential real estate. He is also a licensed real estate managing broker.

Before joining Schain Banks, Jim was a Partner at two other law firms from 2005 to 2016. Prior to that, he operated a private law practice in Wheaton, Illinois concentrating in real estate and real estate related litigation. Additionally, before his return to private practice, Jim served as Senior Vice President and Senior Counsel to CBRE (formerly known as CB Richard Ellis and Coldwell Banker Commercial) for 22 years, where he represented CBRE in all aspects of its real estate services lines of business in 20 states in the Central United States. He has also served as general counsel to a real estate development firm specializing in condominium conversions, and, preceding that assignment, as branch counsel for a national title insurer.

Jim has handled hundreds perhaps thousands of residential transactions, many of which were the purchase or sale of condominium units. He represented a condominium developer in the late 1970’s handling “mass closings”, meaning the simultaneous sale of hundreds of units. Jim also represented 15 sellers of office condo units to a developer, while also negotiating the unit sellers’ lease back of their offices from the multi-unit investor, all as a prelude to the deconversion of that building.

Beyond Jim’s experience, he also actively supports license portability legislation for commercial real estate brokers, and he is the architect and drafter of statutes in several states on this issue.

Further, he sponsored (and co-authored) the Illinois Commercial Real Estate Broker Lien Act.

Several states have adopted similar statutes through his drafting and lobbying efforts including Delaware, Georgia, Indiana, Kansas, Missouri, New Hampshire, North Carolina, Ohio, Pennsylvania, Rhode Island, Tennessee, and Texas.

Jim serves as a faculty member for the Society of Industrial and Office Realtors (SIOR) teaching a course in commercial real estate leases and lease negotiations. Jim taught a course at John Marshall Law School (now known as University of Illinois Chicago School of Law) in the LLM for Real Estate Law Program in Real Estate Documents and Negotiation. After 22 years of service, Jim retired as a Commander in the United States Naval Reserve with his final assignments as special assistant counsel to the U.S. Commander in Chief, Pacific Forces. President of the Blue Spring Lake Management District, a 2010 home government entity in Jefferson County, Palmyra, Wisconsin.

Tod A. Northman | Tucker Ellis LLP

Tod Northman, a partner in the Cleveland hallway of Tucker Ellis LLP, has more than three decades experience in commercial law, real estate, business transactions, artificial intelligence technology, and dispute resolution.

With a skillful combination of negotiations and corporate counseling, Tod helps guide clients through difficult situations with pragmatic advice and a can-do attitude. Tod represents publicly traded and privately held companies in diverse industries across the country and has particular expertise in the aviation and autonomous vehicles industries.

Session I – Optimizing Real Estate Deals: Advanced Entity Structures and Tax Strategies | 1:00pm – 2:00pm

• The Opco/Propco model: Legal design considerations, implementation methodologies, and benefits for real estate acquisitions and operations
• Best practices for legal counsel: Approaches to maintain organizational separateness, ensuring compliance, and delivering effective advisory services in real estate matters
• Tax strategies for real estate: Tax-advantaged structuring options, identification of potential risks, and guidance on regulatory developments relevant to real estate investments

Break | 2:00pm – 2:10pm

Session II – Brokerage Litigation and Defense: From Commission Claims to Cross-Border Compliance | 2:10pm – 3:10pm

• Types of brokerage litigation
  • Collection of brokerage fees
  • Defending brokerage matters
• Tools
  • Firm’s understandings
  • Key statutes
• Examples of types of cases
  • Simple broker commission collections
  • More complex collections
  • Defending brokers
  • License portability

Break | 3:10pm – 3:20pm

Session III – The Problem with a Good Idea: Exploring the Limits to Asset Protection | 3:20pm – 3:50pm

• Good entity legal hygiene
• Best practices in structuring a multi-entity enterprise
• Veil piercing of series LLCs
• Evaluation of legal landscape of veil piercing and reverse veil piercing claims