Default Provisions in Real Estate Joint Ventures: Bankruptcy, Distressed Property, Removal of Manager

Promote, Distributions, Exit Rights, and Third-Party Contracts After a Default

Recording of a 90-minute premium CLE video webinar with Q&A


Conducted on Tuesday, August 31, 2021

Recorded event now available

or call 1-800-926-7926
Course Materials

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.

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.

READ MORE

Outline

  1. Real estate joint ventures: roles of operator and investor partner(s) when the deal is going as planned
  2. Events that may trigger defaults under the JV agreement
    1. Poor property performance, mismanagement
    2. Loan default
    3. Default or bad acts by the operator/manager
  3. Removal of manager
    1. Significant removal events
    2. Notice and cure provisions
    3. Impact on promote, capital contributions, distributions
    4. 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?

Faculty

Guggenheim, Daniel
Danny Guggenheim

Member
Mintz Levin Cohn Ferris Glovsky and Popeo

Mr. Guggenheim dedicates the bulk of his practice to the representation of private equity funds, real estate companies...  |  Read More

Lanzkron, Joseph
Joseph Lanzkron

Partner
Cleary Gottlieb Steen & Hamilton

Mr. Lanzkron’s practice focuses on real estate, corporate, and financial transactions. He regularly advises...  |  Read More

Razavilar, Pejman
Pej Razavilar

Partner
McDermott Will & Emery

Mr. Razavilar focuses his practice on corporate real estate, including complex joint ventures, real estate platforms...  |  Read More

Soejoto, Michael
Michael D. Soejoto

Member
Mintz Levin Cohn Ferris Glovsky and Popeo

Mr. Soejoto’s practice focuses on commercial real estate joint ventures, funds and other partnerships and...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video

Download