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Real Estate Joint Ventures: Capital Contributions, Waterfall Structures, Clawback, Governance, Exit Rights, and More

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, March 19, 2024

Recorded event now available

or call 1-800-926-7926

This CLE course will guide real estate counsel through the essential components of a real estate joint venture, including attention to provisions for allocating management rights and responsibilities, establishing a manager/developer promote, structuring capital contributions (and remedies for failure to fund), distributing available cash, reflecting the agreed transfer rights, providing for an orderly exit (if appropriate), and resolving disputes.


Joint venture arrangements are subject to very few hard and fast rules, which allows the parties great flexibility in setting agreed terms. There are numerous factors to consider when drafting a joint venture agreement. These include the joint venture's purpose, the management arrangements, procedures for calling capital and penalties for failure to fund, distribution of available funds (which may consist of a promoted interest), transfer rights, exit mechanisms, and dispute resolution.

Given the inherent flexibility and the multitude of factors to consider when drafting a joint venture agreement, the overriding consideration should be to memorialize an arrangement that adequately meets your client's objectives and needs.

Joint venture agreements don't follow a stock package of terms. Instead, the terms are developed on a "deal-by-deal" basis, taking advantage of a host of available variations that enable counsel to align the structure of the joint venture to meet the client's goals.

Listen as our authoritative panel of real estate practitioners discusses considerations for real estate joint venture agreements.



  1. Purpose
  2. Capital contributions and failure to fund
  3. Distribution waterfalls and clawback
  4. Governance
  5. Exit mechanisms
  6. Transfer rights


The panel will review these and other high priority issues:

  • What are the various methods for calling capital and penalizing those who fail to fund?
  • What are the best approaches for structuring promote provisions?
  • What rights and limitations should apply when members of a joint venture want to transfer their interests?


Bernardo, Nathalia
Nathalia Bernardo

Associate General Counsel, Real Estate
Rockwood Capital

Ms. Bernardo represents clients in a broad range of real estate transactions, including joint ventures, ground leases,...  |  Read More

Niedermayer, Seth
Seth R. Niedermayer

Kramer Levin Naftalis & Frankel

Mr. Niedermayer counsels and represents investors, developers, operators, financial institutions, and REITs in the full...  |  Read More

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