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.

Description

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.

Outline

  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

Benefits

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?

Faculty

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

Live Webinar $247.00

Includes Early Discount Savings of $50.00 (through 06/30/17)

Add a colleague on the same connection in the same room for only $97.00 in the shopping cart or by calling customer service.

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.


Recordings

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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 $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 06/30/17)

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Recorded Event

Includes full event recording plus handouts (available after live webinar).

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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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 customerservice@straffordpub.com to place your order.

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Available 48 hours after the live event

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Available 24 hours after the live event

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DVD (Slide Presentation with Audio) $247.00 plus $9.45 S&H
Available ten business days after the live event

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Registration Plus Recorded Event

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Live Webinar & Webinar Download $344.00

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

Live Webinar & Audio Download $344.00

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

Live Webinar & DVD $344.00 plus $9.45 S&H

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


Webinar

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.

Early Registration
Discount Deadline
June 30, 2017
(5 days)

or call 1-800-926-7926

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Customer Reviews

Clearly had right speakers for this seminar.

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.

Toni Morlas

Kelly Law Registry

It was a very good program with very experienced speakers.

Craig McMahon

Kimball Tirey & St. John

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

Matthew Moore

Clawson & Staubes

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

Thomas G. Mancuso

Haskell Slaughter

or call 1-800-926-7926

Real Estate Law Advisory Board

David A. Barksdale

Partner

Ballard Spahr

Jacob Bart

Partner

Stroock & Stroock & Lavan

Brian W. Blaesser

Partner

Robinson & Cole

Ronald B. Grais

Counsel

Sugar Felsenthal Grais & Hammer

Ren R. Hayhurst

Partner

Bryan Cave

Thomas C. Homburger

Of Counsel

K&L Gates

Susan C. Tarnower

Counsel

Kilpatrick Townsend & Stockton

Clark T. Thiel

Partner

Pillsbury Winthrop Shaw Pittman

or call 1-800-926-7926

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