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Real Estate Joint Ventures:
Opportunities and Legal Risks Negotiating and Structuring the JV Operating Agreement
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TUESDAY, OCTOBER 2, 2012
Presenting a live 90-minute webinar with interactive Q&A
Michael Ray, Partner, Pircher Nichols & Meeks, Los Angeles
Daniel B. Guggenheim, Senior Associate, Pircher Nichols & Meeks, Los Angeles
Michael D. Soejoto, Pircher Nichols & Meeks, Los Angeles
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Real Estate JVs
__________________________________________________________
Strafford Webinar:
“Real Estate Joint Ventures:
Opportunities and Legal Risks”
October 2, 2012
Daniel B. Guggenheim, Esq.
Michael R. Ray, Esq.
Michael D. Soejoto, Esq.
© 2012 Nothing herein is to be construed as legal, tax, investment, business or insurance advice.
5
ASSUMPTIONS REGARDING TYPICAL
REAL ESTATE JOINT VENTURE
2
PRE-FORMATION ISSUES:
LETTERS OF INTENT
3
MANAGEMENT ISSUES:
GOVERNANCE AND CONTROL GENERALLY
4
MANAGEMENT ISSUES:
OTHER IMPORTANT DETAILS
5
SPONSOR AS SYNDICATOR:
ONE SIZE DOES NOT FIT ALL
6
SPONSOR AS SYNDICATOR:
REGULATORY ISSUES
7
SPONSOR AS SYNDICATOR:
OTHER CONSIDERATIONS
8
INITIAL CONTRIBUTIONS:
GENERALLY
9
INITIAL CONTRIBUTIONS:
TAX CONSIDERATIONS
10
ADDITIONAL CONTRIBUTIONS
11
REAL PROPERTY CONTRIBUTIONS
12
CAPITAL CALL LOGISTICS
13
COMMON CONTRIBUTION DEFAULT
REMEDIES: GENERALLY
14
COMMON CONTRIBUTION DEFAULT
REMEDIES: TAX CONSIDERATIONS
15
DISTRIBUTION HURDLES
16
DISTRIBUTION STRUCTURES
17
TAX ALLOCATIONS
18
RELATED PARTY AGREEMENTS
19
EXIT STRATEGIES:
BIG PICTURE ISSUES
20
COMMON TRIGGERS FOR AN EXIT
21
TYPICAL EXIT MECHANISMS
(MORE THAN ONE MAY BE USED)
22
VALUATION ISSUES:
GENERALLY
23
VALUATION ISSUES:
TAX CONSIDERATIONS
24
OTHER OVERLOOKED ISSUES WITH EXITS
25
