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Product ID: 404830EAU
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Joint Venture Agreements in Real Estate

OnDemand Webinar (88 minutes)

Real estate joint venture agreements are complex.

Learn how to avoid and resolve conflicts associated with them. Raising capital for or investing in an asset or a purchase can often involve the need to form a joint venture or an investment vehicle. A seller of an asset may also choose to bring in a joint venture partner rather than complete an outright sale. Joint venture partners need to reach agreement on certain key terms of their relationship in a way that allows the parties to move forward with the relationship with a clear understanding of how the venture will be managed, the responsibility of and credits to each party for capital infusions, if any, and the rights of each party to receive the profits from the project and the return of their capital. Obligations of each party as to financing may also be an issue, including lender required guarantees. Frequently, these issues have significant tax consequences which need to be considered and addressed in the document. This program will address these issues with a focus on enabling the participant to identify issues of concern, understand the typical range of solutions in the market and assure that the negotiated documents reflect the agreed upon terms. While the focus will be on joint ventures, typically involving fewer members, some of the issues may be equally relevant to investment vehicles.


Kenneth S. Kramer, Nossaman LLP


Key Issues in Joint Ventures

• Contributions and Valuation of Non-Cash Contributions

• Management and Control of Entity

• Distribution Waterfall and Return of Capital

Contribution Issues

• Contribution Value of Property Contributed

• What Are the Obligations and Need for Further Capital

• Impact of a Failure to Contribute

Management Issues

• Managing Member or Manager

• Authority of Manager and Limitations

• Voting Deadlock or Internal Disharmony

Distribution Waterfall

• Single or Dual Distribution Structure (i.e. Income vs. Capital Events)

• Preferred Return

• Return of Capital

• Promotional Share