Structuring Real Estate JVs: Capital Contributions, Distributions, Allocations, Taxes, Governance, Exit Strategies

Negotiating Joint Venture Deals in Property Development to Minimize Financial and Legal Risks

A live 90-minute CLE webinar with interactive Q&A

Thursday, July 27, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, June 30, 2017

This CLE webinar will provide real estate and finance counsel with a review of key legal and financial issues when forming a real estate joint venture for property development. The panel will outline strategies to minimize sponsor and capital partner risk and to minimize future disputes. The panel will offer approaches to address governance and control of the venture, capital contributions and capital calls, related party agreements, and exit strategies.


Buying or developing real estate through joint ventures has many advantages, particularly as an alternative source of financing or to deal with high prices in desirable, competitive markets. The joint operating agreement and other related documents are very complex and fiercely negotiated.

Real estate and finance counsel need to understand all of the pertinent issues to successfully allocate control and address economic issues when negotiating and structuring a joint venture operating agreement. Tax structure and potential tax pitfalls must be anticipated and addressed at the outset of the deal.

Counsel for all parties must anticipate disputes over capital calls and negotiate potential penalties for a party unable to contribute additional capital and buy-out terms. Exit rights and strategies must be carefully thought out and clearly addressed in the operating agreement or other documents.

Listen as our panel of real estate and finance attorneys explains the legal issues to consider at the formation of a real estate joint venture to minimize financial and legal risk for owners, sponsors and capital partners. The panel will outline effective ways to determine governance and control of the venture, as well as capital contributions and fees, related party agreements, and exit strategies when structuring the operating agreement.


  1. Capital contributions and capital calls
  2. Distributions, allocations and other tax provisions
  3. Governance and control issues
  4. Allocating financial and legal liabilities
  5. Related party agreements
  6. Exit strategies


The panel will review these and other key issues:

  • What are the current legal trends regarding the establishment and operation of joint ventures?
  • How should governance and control issues be determined?
  • What are current issues relating to governance dispute resolution and buy-out terms?
  • What risk allocation and risk shifting measures should be included in the joint venture operating agreement to protect the real estate owners and equity partners?
  • What are the tax pitfalls with phantom income for the party contributing the property to an LLC and how should this issue be addressed up front?


Lloyd G. Kepple, Partner
Fox Rothschild, Minneapolis

Mr. Kepple represents financial institutions, corporations and institutional investors in connection with their national real estate equity investment and financing activities. He assists insurance companies, investment funds and banks in structuring and closing investment and financing transactions, including joint ventures and partnerships; acquisitions and sales of commercial real estate; mortgage lending and development; and corporate real estate sale and lease-backs.

Thomas G. Maira, Partner
DLA Piper, New York

Mr. Maira represents a large range of clients in all asset classes across the U.S., including private equity funds, lenders, real estate investors, owners and operators, investment banks, public and private companies, REITs, government agencies and entrepreneurs. He advises on real estate joint ventures, acquisitions, dispositions, real estate finance, and real estate development, workouts, leasing and asset management. He has deep industry experience, particularly in the area of cross-border transactions.

Jonathan McLester, CPA, Partner
GreerWalker, Charlotte, N.C.

Mr. McLester is the Partner-in-Charge of the firm’s Tax Practice as well as the Practice Area Leader of the Real Estate Practice and has over 19 years of public accounting experience. Among past and present clients are public and private companies of all sizes including: a major league professional football team; motorsports industry clients; nationally and internationally known real estate and hotel companies; local real estate investors and developers; and one of the most prominent private equity firms in the world.

Live Webinar

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This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


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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.

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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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Live Webinar & Audio Download $344.00

Includes Special Savings of $250.00 (through 06/30/17)

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Includes Special Savings of $250.00 (through 06/30/17)


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Discount Deadline
June 30, 2017
(5 days)

or call 1-800-926-7926

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Customer Reviews

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James Mayer

Holland & Knight

I appreciated that the presenter was well organized and had thoroughly researched the subject matter. I found the materials and presentation informative thought provoking.

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Kelly Law Registry

It was a very good program with very experienced speakers.

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Very good current, practical and applicable discussion and information provided.

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Clawson & Staubes

I appreciated that there was a great deal of current case law on the subject and the speakers were concise and informative.

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Jacob Bart


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