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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Real Property - Finance

Date & Time
  • event Date

    Tuesday, March 19, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE course will guide real estate counsel through the essential components of a real estate joint venture, including attention to provisions for allocating management rights and responsibilities, establishing a manager/developer promote, structuring capital contributions (and remedies for failure to fund), distributing available cash, reflecting the agreed transfer rights, providing for an orderly exit (if appropriate), and resolving disputes.

Faculty

Seth R. Niedermayer
Partner
Kramer Levin Naftalis & Frankel LLP

Mr. Niedermayer counsels and represents investors, developers, operators, financial institutions, and REITs in the full range of real estate transactions — acquisitions and sales, developments, partnerships and joint ventures, and lending, borrowing and financing transactions. Mr. Niedermayer’s projects involve commercial, residential, multifamily, mixed-use, luxury, and resort and hospitality properties, and include everything from traditional commercial transactions and financings to foreign investments in U.S. developments and some of the highest-profile developments in New York City and nationwide.

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Nathalia Bernardo
Associate General Counsel, Real Estate
Rockwood Capital, LLC

Ms. Bernardo represents clients in a broad range of real estate transactions, including joint ventures, ground leases, acquisitions and dispositions, and complex development and management agreements for properties in multiple asset classes. She advises REITs, private equity firms, institutional real estate investment advisers, family offices, high net worth individuals, and closely held real estate owners, developers and investors in domestic and international transactions involving gaming, hospitality and entertainment properties as well as residential, commercial, industrial and mixed-use assets. Ms. Bernardo serves as an adjunct professor of law at Cornell University Law School and an adjunct assistant professor at Columbia University Graduate School of Architecture, Planning and Preservation.

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Description

Joint venture arrangements are subject to very few hard and fast rules, which allows the parties great flexibility in setting agreed terms. There are numerous factors to consider when drafting a joint venture agreement. These include the joint venture's purpose, the management arrangements, procedures for calling capital and penalties for failure to fund, distribution of available funds (which may consist of a promoted interest), transfer rights, exit mechanisms, and dispute resolution.

Given the inherent flexibility and the multitude of factors to consider when drafting a joint venture agreement, the overriding consideration should be to memorialize an arrangement that adequately meets your client's objectives and needs.

Joint venture agreements don't follow a stock package of terms. Instead, the terms are developed on a "deal-by-deal" basis, taking advantage of a host of available variations that enable counsel to align the structure of the joint venture to meet the client's goals.

Listen as our authoritative panel of real estate practitioners discusses considerations for real estate joint venture agreements.

Outline

  1. Purpose
  2. Capital contributions and failure to fund
  3. Distribution waterfalls and clawback
  4. Governance
  5. Exit mechanisms
  6. Transfer rights

Benefits

The panel will review these and other high priority issues:

  • What are the various methods for calling capital and penalizing those who fail to fund?
  • What are the best approaches for structuring promote provisions?
  • What rights and limitations should apply when members of a joint venture want to transfer their interests?