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Top Lawyers Q&A: Benjamin Kramer, Shareholder with Johnson Muffly & Dauster

1. How do you remain personally well-informed on estate-planning and business-succession issues?

Being well-informed on legal issues can be difficult with all the changes each year, but we have a very collaborative firm and discuss important issues among our firm’s lawyers often. It is equally important to keep track of market trends as our clients rely on us for more than just legal advice. My colleagues and I discuss upcoming changes in the law as well as difficult matters or novel issues regularly which helps keep all of us up to date. We utilize a number of legal subscription services,  the Colorado Lawyer, and continuing education classes.

2. What are the biggest challenges you face in negotiating real estate contracts?

I think the biggest issue to address is always understanding the deal in detail so that you can address practical concerns. It can be tempting to pull out forms but no two transactions are the same so you need to navigate the individual characteristics of the deal, like length of due diligence periods, what type of diligence is the most important (i.e. are the increased risks for environmental issues), when is earnest money non-refundable and how much? Having a good sense of the market allows you to know what is reasonable to ask from buyers and sellers. Most of the work begins after the contract is executed. Issues like title and survey review take time and you have to be very detail-oriented to avoid issues after closing. If diligence reveals issues it is important to be able to explain the risks to your client in plain English so they can understand why a resolution is important and you can help the parties figure out a practical solution.

3.  In addition to real estate, you have extensive experience in estate planning.How are you able to leverage your estate-planning experience in developing structures for business and real estate deals?

Understanding estate planning allows me to set up entity structures that provide the flexibility clients might need down the road as their businesses grow or the value of their real estate holdings increases. It allows me to advise clients who might want to bring the next generation into the business or who might want to sell their business or real estate but need to do so in a tax efficient manner, including keeping an eye on potential estate tax liabilities.

4. You have a degree in business administration with a focus on finance. How does that level of education help you in your current practice? 

I think it helps me provide practical advice and the ability to talk to clients knowledgably about finance and accounting matters. It also helps me identify issues that may require a CPA and ensure corporate documents properly address accounting and tax issues.  

5. If you were not a lawyer, what would you be doing? 

If it were up to me I’d probably be a ski bum, but that doesn’t pay very well, so I think I’d be in real estate or finance — I enjoy being my own boss!

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Source: BizWest