b'2.The second problem is dissention or dissatisfaction as certain members almost always pull more weight than others, and then begin to resent the slackers.3.The third problem is compensationthose who pull more weight want additional compensation, but the ones who dont pull their weight cant see what others are contributing that justifies it.4.The fourth problem is that people who found the deal and are taking the lead on putting it together usually want to earn fees and a larger share of profits than they would get from their cash contributionsonce you go down that road, you are squarely in the realm of selling investment contracts (securities) and not joint venture interests.5.The worst case we saw were a group that started litigation on a project immediately after closing. The only winners in that deal were the litigation attorneys.Trying to do joint ventures will cause you to stay with smaller deals. They will restrict your ability to scale up and buy bigger properties. If you wanttoscale,youneedtosyndicate.Youcanstopbeingafraidof syndicating with passive investors once you learn how to do it legally.Key Takeaways Many people try to claim they are selling joint ventures, when they are actually selling securities. They make these claims in an effort to avoid complying with securities rules. A former SEC commissioner once said: 36'