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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Real Property - Finance

Date & Time
  • event Date

    Tuesday, July 29, 2025

  • 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 enable real estate counsel to draft joint venture agreements that anticipate and provide a structure for addressing loan defaults, poor property performance, and bad acts by the manager or general partner. The panel discussion will include manager removal and related provisions that enable investors to control and mitigate losses.

Faculty

Michael J. Fritz
Partner
Dorsey & Whitney Llp

Mr. Fritz concentrates his practice on commercial real estate capital market transactions and general corporate counseling. He regularly advises national and multinational clients in the commercial real estate industry. Mr. Fritz has over 17 years of experience in handling complex and high-value transactions, such as acquisitions, dispositions, financings, and joint ventures. A large part of his practice is dedicated to representing developers, sponsors, investors, and other capital market participants. Mr. Fritz regularly handles the acquisition, development, and disposition of commercial real estate assets, mortgage and mezzanine financings, preferred equity investments, and the structuring of joint ventures. In his joint venture practice, he focuses on helping his commercial real estate clients structure joint ventures for both single asset and programmatic real estate investment strategies

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Description

The term of a joint venture agreement might extend through up and down real estate cycles. Counsel must include provisions that contemplate contingencies such as manager defaults or "bad boy" acts under the JV agreement, defaults on a mortgage or other financing, and bankruptcy. If the property is perceived to be underperforming or mismanaged, the investor will want the right to act swiftly to protect its investment, particularly in connection with removing the real estate operator from its role as the manager.

In addition to removing the operator as manager, investor protection may include minimizing or extinguishing the operator's right to promote and other income and terminating third-party contracts entered into by and benefitting the operator. Conversely, the operator will want to protect its position by seeking notice and cure rights, restricting the definition of removal events, and negotiating the degree of loss of promote and other rights after removal.

Listen as our authoritative panel discusses provisions which should be included in real estate joint ventures to address the potential downside to the transaction, the rights of the parties in the event the investors seek to remove the operator, and the impact of removal on distributions, buy-sell provisions, and third-party arrangements.

Outline

I. Real estate joint ventures: roles of operator and investor partner(s) when the deal is going as planned

II. Events that may trigger defaults under the JV agreement

A. Poor property performance, mismanagement

B. Loan default

C. Default or bad acts by the operator/manager

III. Removal of manager

A. Significant removal events

B. Notice and cure provisions

C. Impact on promote, capital contributions, distributions

D. Property management and other third-party contracts

Benefits

The panel will review these and other critical issues:

  • When should an investor be entitled to remove and replace the operator/manager of the joint venture?
  • What are the investor's primary concerns vs. the manager in negotiating removal provisions in the JV agreement?
  • How might a change in management impact promote, capital contributions, and distributions?