About the Course
Introduction
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 issues and JV agreement provisions, including promoted interest, carried interest, cash flow splits, and related provisions.
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 and key economic terms.
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 pitfalls.
Presented By
With over 35 years of experience, Ms. Camerik counsels nearly every type of institutional market participant in the real estate sector, including owners, developers, sponsors, lenders and investors, and represents financial institutions, corporations, family offices, private equity funds, insurance companies and other institutional clients in a full range of high-value real estate transactions, across all real estate asset classes. Her broad-based experience encompasses all types of commercial real estate assets and transactions throughout the United States. Ms. Camerik advises on the acquisition and disposition of real estate (including in complex M&A, private equity and bankruptcy-related transactions), the financing of real estate assets (including construction, bridge, land, and permanent mortgage and mezzanine loans) on behalf of borrowers, lenders and agents, leasing transactions (including ground leases and sale/leasebacks), development matters (including asset and property management agreements), the formation of joint ventures and the recapitalization of existing ventures, loan syndications and participations, the workout, restructuring and disposition of defaulted loans, and various bankruptcy-related transactions (including section 363 sales and DIP financing).
Mr. Razavilar advises institutional investors, sponsors, developers, lenders and investment managers in complex real estate and private-equity transactions across all major asset classes, including hospitality, mixed-use, multifamily, industrial and retail. He maintains a national practice focused on corporate real estate, with particular emphasis on joint ventures, real estate platforms and sophisticated finance transactions. Mr. Razavilar regularly advises on the formation and recapitalization of operating platforms, programmatic joint ventures and real estate investment funds, as well as preferred equity, mortgage and mezzanine lending, ground leases and construction finance. With a foundation as a tax lawyer, he brings particular experience in REIT structuring (including domestically controlled REITs), opportunity-zone strategies, UBTI planning and tax-efficient, multi-tier joint ventures.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Wednesday, February 25, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Structuring capital contribution provisions
II. Structuring waterfall provisions
A. Promoted interest
B. Carried interest
C. Cash flow splits
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?
Related Courses
Equity Joint Ventures: Structuring Capital Contribution, Waterfall, and Other Payment Provisions
Wednesday, February 25, 2026
1:00 p.m. ET./10:00 a.m. PT
