Partnerships and Joint Ventures

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Partnerships and Joint Ventures is a practice-focused treatise for attorneys, business advisors and sophisticated business owners who structure and counsel collaborative business arrangements. Written by Mark Kaufman, this single-volume resource combines statutory analysis with real-world considerations to help readers navigate the full lifecycle of partnerships and joint ventures, from initial planning through dissolution.

The book begins with core principles and definitions, then distinguishes among major partnership forms, including general partnerships, limited partnerships, limited liability partnerships and limited liability limited partnerships. It explains how each structure allocates authority, risk and liability protection, while addressing formation requirements, agreement drafting considerations and tax implications.

Operational chapters cover day-to-day governance and risk management, including management frameworks, partnership property, fiduciary duties and allocation of profits and losses. The treatise also addresses common change-of-composition events such as admission or withdrawal of partners, death or incapacity, plus dissolution, winding up and termination.

Expanded treatment of limited partnerships, LLPs and LLLPs provides guidance on formation and registration, liability shields and advanced transactions such as conversion, merger, domestication, insolvency and bankruptcy.

The joint venture section delivers focused guidance on structuring and negotiating joint ventures in today’s deal environment, including:

• Evaluating strategic, financial and cross-border joint ventures
• Choosing contractual vs. entity-based structures
• Building governance provisions, ownership terms and exit planning
• Planning dispute resolution and termination provisions
• Addressing antitrust, securities and cross-border compliance issues
• Considering Small Business Administration requirements

Practical tools, including checklists, drafting pointers and model agreement concepts, help readers work efficiently and reduce avoidable risk in collaborative transactions. Updated annually, the 2026 Edition supports day-to-day counseling across industries and deal sizes. 

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