Real Estate Joint Ventures: Waterfall Structures, Developer Promote, IRR Lookback, Clawback and Catchup

Recording of a 90-minute CLE webcast with Q&A

Conducted on Thursday, June 1, 2017
Recorded event now available

This CLE video webcast will provide guidance to real estate counsel on the various methods of structuring waterfall provisions and promote payments in real estate joint venture agreements. The panel will also discuss management and governance, transfer rights, capital accounts, guaranty obligations, fee waivers, clawback provisions, and more.


Waterfall provisions governing distributions are a critical component of any real estate joint venture agreement, reflecting the economics of the deal. After investors have received a return of their capital and IRR, promote payments are made to developers/managers. Capital call, fee waiver and guaranty provisions should also be considered in drafting the agreement.

While promote is usually structured on a ‘‘deal-by-deal’’ or a ‘‘whole fund’’ basis, there are a host of variations that enable managers/developers and investors to better align distribution of profits to the joint venture’s goals.

Listen as our authoritative panel of real estate finance practitioners discusses structuring waterfall provisions and promote payments in real estate joint venture agreements as well as management and governance, clawback, fee waiver, and guaranty provisions.


  1. Economics of real estate joint ventures
  2. Return of capital, preferred returns, promote interests
  3. “Whole fund” vs. “deal-by-deal” waterfall
  4. Clawback and claw-forward provisions
  5. Capital accounts and tax allocations
  6. Management and governance—major decisions, budget approval, replacement of manager
  7. Transfer rights for developer member, investor member


The panel will review these and other key issues:

  • What are the various methods for structuring waterfall provisions and promote?
  • When are capital call provisions, and personal guaranties of JV obligations, appropriate?
  • How do clawback and claw-forward provisions affect distributions?
  • How much management and decision-making authority should be given to the sponsor?
  • What are the different types of capital account allocations?


Thomas D. Kearns, Partner
Olshan Frome Wolosky, New York

Mr. Kearns is a partner in the real estate department of Olshan Frome Wolosky LLP. He has significant experience in both real estate and corporate law. Tom specializes in representing owners, operators and developers in the acquisition, development, leasing and financing of office, residential and retail properties. He has extensive experience with joint venture, LLC, tenant-in-common and other agreements between co-venturers and with sophisticated condominium or other joint ownership arrangements of real estate. He is also an expert on the impact of federal and state securities laws on real estate.

Jeffrey J. Temple, Partner
Morrison & Foerster, New York

Mr. Temple represents a broad spectrum of clients in connection with investments in, and the financing, development, operation and disposition of, commercial real estate assets, with particular emphasis on the representation of institutional lenders, real estate investment fund sponsors and private equity investors. His practice focuses on the representation of both lenders and borrowers in complex, multi-tiered finance transactions and credit facilities of all types, including transactions involving the acquisition and disposition of real estate assets and the acquisition and sale of loans and loan portfolios.


CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

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*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00

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Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

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Program Materials

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Program Materials

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Customer Reviews

Great program.

Jennifer Doran

Hinckley, Allen & Snyder

It was well organized, moved through the materials quickly and covered them well.

Angela Taylor

Polsinelli Shughart

The program had good speakers and was an appropriate length of time.

Douglas Van Valkenburg

Day Pitney

The speakers stayed on point and covered the topic thoroughly.

Daiva Tautvydas

The teleconference addressed a highly relevant topic that recurs in my practice. The subject matter was very timely and informative.

Saleem Moghal

Paul Hastings Janofsky & Walker

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Real Estate Law Advisory Board

David A. Barksdale


Ballard Spahr

Jacob Bart


Stroock & Stroock & Lavan

Brian W. Blaesser


Robinson & Cole

Ronald B. Grais


Sugar Felsenthal Grais & Hammer

Ren R. Hayhurst


Bryan Cave

Thomas C. Homburger

Of Counsel

K&L Gates

Susan C. Tarnower


Kilpatrick Townsend & Stockton

Clark T. Thiel


Pillsbury Winthrop Shaw Pittman

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