Real Estate Finance: Joint Ventures and Partnerships

Chaired by Stephen Butler, a Partner at Kirkland & Ellis, and taught by leading practitioners, this program will examine all aspects of real estate joint ventures.

Join us for this full day webcast featuring a bonus hour of ethics CLE.


Conducted on Tuesday, December 5, 2017

Joint ventures have become a critical component of real estate investment and finance. This seminar will examine all aspects of real estate joint ventures, including capital contributions, waterfall structures, preferred equity, tax treatment and more. We will also discuss joint ventures which offer the flexibility to participate in multiple transactions on a programmatic basis.


Real Estate Joint Ventures: Waterfall Structures, Developer Promote, IRR Lookback, Clawback and Catchup 8:45am-10:15am CST (9:45am-11:15am EST)
Thomas D. Kearns, Olshan Frome Wolosky • Jeffrey J. Temple, Morrison & Foerster
  • Economics of joint ventures — capital contributions, capital calls, return of capital
  • Waterfall structures — calculating IRR and promote
  • Management and governance
  • Clawback and claw-forward provisions; clawback guarantees
  • Fee waiver provisions
Break 10:15am-10:20am CST (11:15am-11:20am EST)
Structuring Preferred Equity Investments in Real Estate Joint Ventures 10:20am-11:50am CST (11:20am-12:50pm EST)
Mark S. Fawer, Arent Fox • Benjamin R. Weber, Sullivan & Cromwell
  • Preferred vs. regular equity; preferred equity vs. mezzanine debt
  • Structuring the preferred equity deal
  • Relationship to mortgage lender
  • Impact of entity bankruptcy on preferred equity holder
  • Tax ramifications of preferred equity
Lunch Break 11:50am-12:30pm CST (12:50pm-1:30pm EST)
Legal Ethics in Representing Real Estate Joint Ventures 12:30pm-1:30pm CST (1:30pm-2:30pm EST)
Devika Kewalramani, Moses & Singer

Forming and operating real estate joint ventures may present a myriad of legal ethics issues: client identity, conflicts of interest, confidentiality, privilege, disclosure and  consent. The speaker will highlight the ethical implications in representing joint ventures and will discuss how lawyers can take practical steps to avoid violating the New York Rules of Professional Conduct. 

Break 1:30pm-1:35pm CST (2:30pm-2:35pm EST)
Tax-Related Tips for Real Estate LLC and LLP Agreements: Capital Commitments, Tax Allocations and Distributions, and More 1:35pm-3:05pm CST (2:35pm-4:05pm EST)
Micah W. Bloomfield, Stroock & Stroock & Lavan • Stephen Butler, Kirkland & Ellis • Mayer Greenberg, Stroock & Stroock & Lavan
  • Capital contributions, capital accounts and tax allocations
  • Tax distributions and withholding
  • Liquidation alternatives for LLCs and LPs — tax elections under Sections 704 and 754
  • Special partners — REITs, tax-exempt organizations, foreign partners
  • Allocation of profits and losses; treatment of depreciation — Section 704(c); Reg. 1.704-3
Break 3:05pm-3:15pm CST (4:05pm-4:15pm EST)
Structuring Programmatic Real Estate Joint Ventures: Deal Sharing and Exclusivity, Pooling Variations, Default Remedies, Exit Provisions 3:15pm-4:45pm CST (4:15pm-5:45pm EST)
Michael Saarinen, Alston & Bird • Timothy P. Selby, Alston & Bird
  • Programmatic JV structures
  • Deal sharing and exclusivity
  • Distribution of returns, payment of promote and clawback provisions
  • Governance issues; default remedies and removal rights
  • Deadlocks, lockouts and exit provisions


Micah Bloomfield Stroock & Strooc…
Stephen Butler Kirkland & Ellis
Mark Fawer Arent Fox
Mayer Greenberg Stroock & Strooc…
Thomas Kearns Olshan Frome Wolosky
Devika Kewalramani Moses & Singer
Michael Saarinen Alston & Bird
Timothy Selby Alston & Bird
Jeffrey Temple Morrison & Foers…
Benjamin Weber Sullivan & Cromw…

Group Discounts

Groups of 4 or more from the same organization registering at the same time will receive a 25% discount. So, for every three attendees, the fourth one is free.

CLE Credits By State

See CLE State Map >

Our Refund Policy

For in-person seminars and webcasts, refunds can be requested up to 48 hours before the seminar. You may substitute an attendee at any time. For more information regarding refunds, please contact us at 1-800-926-7926.