Equity Joint Ventures: Structuring Capital Contribution, Waterfall and Other Payment Provisions
Promoted Interest, Carried Interest, Cash Flow Splits, and Related Issues

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Commercial Law
- event Date
Wednesday, December 14, 2022
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will guide deal counsel on structuring capital contribution and distribution provisions in equity joint venture (JV) agreements. The panel will discuss key legal and tax issues and JV agreement provisions, including promoted interest, carried interest, cash flow splits, and related provisions.
Faculty


Ms. Camerik has extensive experience in representing financial institutions, corporations and other institutional clients in a broad range of real estate and public finance transactions and in a variety of capacities including as borrowers, lenders, owners, agents, participants, credit enhancers, joint venture partners, bond purchasers and underwriters. Her experience in real estate transactions includes the acquisition, sale, financing, development, leasing and management of all types of commercial real estate and in all kinds of commercial real estate transactions including the creation of joint ventures, mortgage and mezzanine financing, loan syndications and participations, restructurings and workouts, real estate acquisitions and dispositions, section 363 sales and other bankruptcy restructurings, portfolio and multi-asset transactions. Ms. Camerik has extensive experience representing clients in public finance matters including the credit enhancement of tax-exempt bonds, the purchase and sale of bond-financed projects and the workout and restructuring of defaulted bond issues, both in and out of bankruptcy court proceedings. She has also been involved in numerous significant bankruptcy and restructuring matters.

Mr. Levy represents publicly traded real estate investment trusts (REITs), master limited partnerships (MLPs), “yieldcos” and “Up-Cs,” in connection with mergers and acquisitions, securities offerings, debt syndication transactions, structured asset acquisitions and dispositions, and spin-off, split-off and split-up transactions. He also represents C-corporations in connection with restructurings and conversions to REIT status, REITs and other finance and yield vehicles in connection with specialty financing transactions, including “to be announced” contracts, mortgage servicing rights, REMIC transactions, A/B note structures, interest and principal strips, derivative instruments and IRS private letter ruling requests and tax controversies. In the private transaction area, Mr. Levy represents sponsors, management teams, investors and funds in connection with the formation and financing of private investment vehicles; the structuring, creation and financing of joint ventures; the acquisition, development and disposition of assets; the structuring of Section 1031 like-kind exchange transactions and transactions involving tenancy-in-common and long-term leasehold interests; and leveraged partnerships, synthetic partnerships, and UPREIT and DownREIT partnership transactions.
Description
Capital contribution and waterfall provisions are critical and complex components of equity JV agreements and are fiercely negotiated. Counsel drafting and negotiating these provisions must ensure that the clauses are consistent with the economic arrangement of the parties.
The provisions dealing with capital contributions address the venture's need for capital investment and the members' or partners' funding obligations. Counsel must navigate issues such as the timing and amounts of contributions, the consequences for failing to fund contributions, and ways to make up for unfunded contributions.
The sequential order of the waterfalls is critical to ensuring the waterfall provisions work as intended and the distributions conform with the substance of the deal among the JV partners. Structuring waterfall provisions requires an understanding of payment priorities, economic terms, and tax implications.
Counsel must ensure the waterfall provisions are consistent with the partnership tax allocation provisions of the JV agreement to avoid adverse tax consequences for the entity and its members or partners.
Listen as our authoritative panel of deal attorneys discusses best practices for structuring capital contribution and waterfall provisions in equity JV agreements, focusing on how to avoid potential legal and tax pitfalls.
Outline
- Structuring capital contribution provisions
- Structuring waterfall provisions
- Promoted interest
- Carried interest
- Cash flow splits
- Tailoring tax provisions to waterfalls
Benefits
The panel will review these and other key issues:
- What are the critical considerations for counsel when drafting and negotiating capital contribution provisions in JV agreements?
- What are the different types of waterfall provisions, and when should each be used?
- What are the key considerations and best practices for counsel drafting and negotiating waterfall provisions in JV agreements?
- What are pitfalls to avoid when tailoring tax provisions to waterfall provisions?
Unlimited access to premium CLE courses:
- Annual access
- Available live and on-demand
- Best for attorneys and legal professionals
Unlimited access to premium CPE courses.:
- Annual access
- Available live and on-demand
- Best for CPAs and tax professionals
Unlimited access to premium CLE, CPE, Professional Skills and Practice-Ready courses.:
- Annual access
- Available live and on-demand
- Best for legal, accounting, and tax professionals
Related Courses

USTR Final Action on Port Entry Fees for Chinese-Operated, -Owned, and -Built Vessels; Non-U.S. Built Vehicle Carriers
Tuesday, May 6, 2025
1:00 p.m. ET./10:00 a.m. PT

Supply Agreements: Structuring Defense, Indemnity, and Insurance Provisions
Thursday, May 29, 2025
1:00 p.m. ET./10:00 a.m. PT

M&A Asset Sales vs. Stock Sales: Pros and Cons of Each Structure, Buyer and Seller Preferences, Negotiation Strategies
Friday, May 23, 2025
1:00 p.m. ET./10:00 a.m. PT
Recommended Resources
Navigating Modern Legal Challenges: A Comprehensive Guide
- Business & Professional Skills
- Career Advancement
How to Build a Standout Personal Brand Without Sacrificing Billable Hours
- Career Advancement