Real Estate JVs: Structuring Capital Call Provisions and Contribution Default Remedies
Strategies for Mitigating Legal, Operational and Tax Risks
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will guide real estate counsel in structuring capital call provisions and default remedies in joint ventures that address the rights and obligations of the respective partners when one partner is unable to meet its capital obligation. The program will discuss some of the rules that might apply to these situations in the absence of specific language in the partnership agreement.
Outline
- Capital call provisions
- Which partners may call for capital
- When are contributions required or permitted
- Tax issues with non-cash contributions
- Multi-tier and GP-LP structuring
- Enforcement by creditors
- Delaware LP/LLC Acts
- Contribution default remedies
- Priority treatment for contributing partner
- Dilution
- Other remedies
- Tax issues
- Multi-tier and GP-LP structuring
- Third-party considerations
- Delaware LP/LLC Acts
Benefits
The panel will review these and other key issues:
- Defining initial contributions and circumstances for subsequent capital calls
- Key rights and remedies for contribution defaults
- Operational, legal and tax implications of default remedies
Faculty
Danny Guggenheim
Partner
Pircher Nichols & Meeks
Mr. Guggenheim dedicates the bulk of his practice to the representation of private equity funds, real estate companies... | Read More
Mr. Guggenheim dedicates the bulk of his practice to the representation of private equity funds, real estate companies and other investors in connection with commercial real estate joint ventures, financings, acquisitions and dispositions. He has represented clients on all sides of the table in complex transactions involving real estate in nearly all 50 states as well as Canada and Mexico. Mr. Guggenheim is actively involved in elevating the legal profession by teaching, mentoring and supporting the next generation of professionals. He has been a coach and organizer for the Real Estate Joint Venture Challenge at major universities on the West Coast and serves as a Lecturer in Law at USC Gould School of Law, teaching the Real Estate Joint Ventures course.
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Michael R. Ray
Partner
Pircher Nichols & Meeks
Mr. Ray’s practice focuses on advising clients across various sectors in connection with commercial transactions... | Read More
Mr. Ray’s practice focuses on advising clients across various sectors in connection with commercial transactions and business ventures, including mergers and acquisitions, and public and private offerings of securities and compliance matters. Mr. Ray’s practice also emphasizes the representation of real estate private equity investment fund sponsors in connection with the organization and formation of their funds, capital raising activities and the execution of real estate joint-venture transactions.
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Michael D. Soejoto
Partner
Pircher Nichols & Meeks
Mr. Soejoto heads the firm’s tax department. His practice focuses on the federal income tax aspects of real... | Read More
Mr. Soejoto heads the firm’s tax department. His practice focuses on the federal income tax aspects of real estate transactions and real estate-related investments, with an emphasis on structuring matters related to partnership formation and work-outs, and advising and structuring transactions for real estate investment trusts (REITs) and tax-exempt investors. Mr. Soejoto represents private equity and hedge funds, 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. In addition to tax related work, Mr. Soejoto’s practice includes the negotiation, structuring and drafting of complex joint venture agreements, and the negotiation and structuring of operating companies that serve as investment advisors and general partners of private equity funds.
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