Real Estate Joint Ventures

Our attorneys help clients navigate opportunities and issues that may arise related to forming both single-asset and multi-property portfolio joint ventures to acquire, develop, finance and operate real estate in a wide range of asset classes, including residential / multi-family, office, parking, hotel, restaurant, retail, industrial and mixed-use projects. The firm represents parties involved in all aspects of joint venture transactions, including sponsors, operators and developers, as well as institutional investors such as real estate funds.

Our Real Estate, Corporate, Fund Formation, Tax and Finance lawyers form a team of the necessary scale and expertise to handle joint venture transactions efficiently, whether they are small and straight-forward, or large and complex. We counsel clients with respect to all aspects of a joint venture transaction, including:

• Transaction Structure. We create structures for joint ventures that address state, local and federal tax issues and regulations (such as realty transfer tax, unrelated business taxable income (UBTI), foreign investment, 1031 exchanges and Qualified Opportunity Zone (QOZ) investments), ERISA compliance (such as structuring joint ventures to comply with venture capital operating company and real estate operating company rules) and lending issues (such as providing for mezzanine financing and coordinating transfer provisions in loan and joint venture documents). We ensure that any investment or project structure conforms to the requirements of the governing documents of the joint venture partners, such as an investment fund that is required to structure investments to comply with the requirements of its investors. We also have experience addressing issues that arise when real estate investment trusts and tax-exempt entities invest in joint ventures.
• Negotiation of Joint Venture Documents. We draft and negotiate agreements for all stages of the joint venture. We have broad experience in drafting and negotiating real estate and joint venture interest purchase agreements and operating agreements. We draft and negotiate joint venture agreements for common, preferred and other investment structures. We also draft and negotiate related documents such as construction and property management agreements, leasing agreements, guarantees and indemnities. We develop incentive programs through which key personnel and other employees invest in or receive carried interest from joint ventures
• Investment Decisions. We have experience in the key investment decisions that arise in drafting and negotiating joint venture agreements. We create capital contribution and distribution structures that reflect the development stage of the project (e.g., a project under construction versus a stabilized project). We advise on and negotiate governance, “major decision” and other approval rights of investors and replacement of the project operating partner. We understand and advise on market return, carried interest or other incentive compensation structures for different types of projects in both single-asset and portfolio joint ventures. We counsel clients regarding a wide variety of transfer restrictions and investment exit strategies, including rights of first refusal, buy-sell rights and forced sale rights, and ensure that the related project loan documents accommodate these provisions.
• Transaction Diligence. As a corollary to the negotiation and drafting process, we undertake legal due diligence for joint ventures to highlight and address significant issues that relate to any given deal. Our team conducts a thorough review of documents, including those relating to property title, easements, compliance and permitting requirements and physical property evaluations.
• Managing Joint Ventures Post-Closing. Our multidisciplinary team of lawyers regularly counsel established joint ventures on an ongoing basis with respect to investment, governance, tax and other strategic concerns. Additionally, our litigation practice has litigated a variety of issues related to joint ventures and represented clients in workouts and other distressed situations. We also have advised clients in all stages of the process of removing and replacing operating partners.
• Representative Clients. We have represented numerous clients across the country in forming joint ventures and making equity investments in residential / multi-family, office, parking, hotel, restaurant, retail, industrial and mixed-use projects and similar projects, including:

Institutional Investor Representation:

• Alcion Ventures
• American Land Fund
• Equus Capital Partners
• Global One Investments
• LEM Capital
• Lubert-Adler Real Estate Funds

Developer / Operator Representation:

• Alterra Property Group
• Buccini/Pollin Group
• Campus Apartments
• Dranoff Properties
• The Goldenberg Group
• Keystone Property Group
• Korman Communities
• Parkway Corporation
• Post Commercial Real Estate
• Rosehill Group
• Scully Company