Learn how to avoid and resolve conflicts associated with joint ventures and capital issues.
Raising capital for or investing in an asset or a purchase can often involve the need to form a joint venture or an investment vehicle. A seller of an asset may also choose to bring in a joint venture partner rather than complete an outright sale. Joint venture partners need to reach agreement on certain key terms of their relationship in a way that allows the parties to move forward with the relationship with a clear understanding of how the venture will be managed, the responsibility of and credits to each party for capital infusions, if any, and the rights of each party to receive the profits from the project and the return of their capital. Obligations of each party as to financing may also be an issue, including lender required guarantees. Frequently, these issues have significant tax consequences which need to be considered and addressed in the document. This program will address these issues with a focus on enabling the participant to identify issues of concern, understand the typical range of solutions in the market and assure that the negotiated documents reflect the agreed upon terms. While the focus will be on joint ventures, typically involving two direct members, some of the issues may be equally relevant to investment vehicles.Learning Objectives
- You will be able to define the joint venture relationship.
- You will be able to review, evaluate and resolve key terms of the joint agreement.
- You will be able to explain expectations and goals for the project or investment.
- You will be able to describe management issues.
Agenda
Key Issues in Joint Ventures
- Contributions and Valuation of Non-Cash Contributions
- Management and Control of Entity
- Distribution Waterfall and Return of Capital
Contribution Issues
- Contribution Value of Property Contributed
- Obligations and Need for Further Capital and Failure to Contribute
- Current Capital Needs Due to Financial Markets
Management Issues
- Managing Member or Manager
- Authority of Manager and Limitations
- Voting Deadlock or Internal Disharmony
Distribution Waterfall
- Single or Dual Distribution Structure (I.E. Income vs. Capital Events)
- Preferred Return
- Return of Capital
- Promotional Share
Speakers
Kenneth S. Kramer,
Nossaman LLP- More than 35 years of experience as a real estate attorney
- Advises major regional developers and investors with diversified portfolios on a full spectrum of office, industrial, recreational, and retail property transactions, including acquisitions and dispositions, leasing, financing, joint ventures, workouts, and alternative energy transactions
- Leasing experience includes: build-to-suit office lease for approximately 150,000 square foot tenant with expansion rights, build-to-suit lease of distribution and office facility of approximately 175,000 square foot project; build-to-suit lease for 400,000 square foot warehouse and distribution facility, and a recent lease renewing, expanding and renovating two office buildings with renovation of common areas and the addition of a third build-to-suite R&D building to the campus (the latter transaction was completed during the COVID-19 pandemic and required modification of the financial structure for improvements)
- Lectures on leasing transactions, build-to-suit leases, and other real estate topics
- Former chair of Nossaman’s Real Estate Transactions Practice Group, and is the current assistant managing partner of Nossaman
- J.D. degree, University of Southern California School of Law; B.A. degree, University of Pennsylvania
Who Should Attend
This live webinar is designed for attorneys, presidents, vice presidents, real estate professionals, closing specialists, lending professionals, loan officers, directors, branch managers, and accountants.
