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
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.
Outline
- Real estate joint ventures: roles of operator and investor partner(s) when the deal is going as planned
- Events that may trigger defaults under the JV agreement
- Poor property performance, mismanagement
- Loan default
- Default or bad acts by the operator/manager
- Removal of manager
- Significant removal events
- Notice and cure provisions
- Impact on promote, capital contributions, distributions
- 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
Daniel B. Guggenheim
Member
Mintz Levin Cohn Ferris Glovsky and Popeo
Mr. Guggenheim is an accomplished commercial real estate attorney who focuses his practice on traditional real... | Read More
Mr. Guggenheim is an accomplished commercial real estate attorney who focuses his practice on traditional real estate matters, such as acquisitions, dispositions, and financings. His practice also encompasses complex investment structuring involving joint ventures, preferred equity, participations, syndications, co-investments, parallel vehicles, private REITs, and discretionary funds. In addition to his practice, Mr. Guggenheim serves as a lecturer in law at USC’s Gould School of Law, where he teaches the real estate joint ventures course and regularly guest lectures for the real estate transactions and finance course. He also frequently speaks about commercial real estate topics in webinars and at conferences and contributes articles to real estate and legal publications.
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Joseph Lanzkron
Partner
Cleary Gottlieb Steen & Hamilton
Mr. Lanzkron’s practice focuses on real estate, corporate, and financial transactions. He regularly advises... | Read More
Mr. Lanzkron’s practice focuses on real estate, corporate, and financial transactions. He regularly advises high-profile clients on complex real estate acquisitions, dispositions, and joint ventures. Mr. Lanzkron also represents both borrowers and lenders in various mortgage and mezzanine financing transactions across multiple property types, including both securitized and balance sheet loans.
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Pej Razavilar
Partner
McDermott Will & Emery
Mr. Razavilar focuses his practice on corporate real estate, including complex joint ventures, real estate platforms... | Read More
Mr. Razavilar focuses his practice on corporate real estate, including complex joint ventures, real estate platforms and real estate finance. He regularly represents both the “money” and “sponsor” side of real estate transactions and has significant experience at all levels of the real estate private equity capital stack. Mr. Razavilar also advises clients in connection with the formation, structuring and recapitalization of real estate operating companies/platforms (including private REITs), programmatic joint venture arrangements, and real estate investment funds and other investment vehicles, including sponsor capital and GP-capital funds. In addition, he has significant experience in preferred equity transactions, construction financing, mortgage- and mezzanine-financing arrangements, ground leases, the acquisition and disposition of real property (including entity level sales), and the formation and structuring of “qualified opportunity zone funds” and “qualified opportunity zone businesses”.
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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
Mr. Soejoto’s practice focuses on commercial real estate joint ventures, funds and other partnerships and strategic relationships. He has extensive experience handling the federal income tax aspects of real estate transactions and real estate–related investments. Mr. Soejoto represents private equity and hedge funds, real estate investment trusts (REITs), private and institutional investors, and owners and developers of commercial real estate properties. He also advises clients on California real property and documentary transfer tax issues.
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