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

Recording of a 90-minute CLE/CPE webinar with Q&A

Conducted on Thursday, July 27, 2017
Recorded event now available

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 negotiate 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?


Learning Objectives

After completing this course, you will be able to:

  • Recognize current trends in tax planning when establishing and operating joint ventures
  • Discern appropriate provisions in joint venture operating agreements to address tax issues for owners, equity partners and LLC members
  • Identify tax pitfalls with and solutions for phantom income when a party contributes property to an LLC


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.


Strafford webinars offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.


CLE On-Demand - Streaming Video

Note: Self-study CPE and EA credits are not offered on this On-Demand webinar.

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.

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

*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

How does this work?

Recorded Event

Includes full event recording plus handouts.

Note: Self-study CPE and EA credits are not offered on recorded events.

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.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email to place your order.

Recorded Webinar Download $297.00

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Recorded Audio Download (MP3) $297.00

How does this work?


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Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website:

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Program Materials

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Program Materials

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CLE Credits By State

See CLE State Map >

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Customer Reviews

Clearly had right speakers for this seminar.

James Mayer

Holland & Knight

The speakers were very experienced.

Cal Johnson


I appreciated the 'real world' examples on how a Seller or a Buyer would actually approach a particular rep or warranty issue in today's market.

Jon Yergler

Lowndes Drosdick

The speakers knew their topics and spoke in practical terms addressing real business risks.

Kenneth J. Clarkson

Sullivan Ward

Webinar contained lots of new information and real life examples.

Adena Patterson


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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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