Joint ventures and entity structures define the ownership, governance, and economic rights of the parties in a real estate investment or development project. The documentation must address capital contributions, management authority, profit distributions, transfer restrictions, dispute resolution, and exit mechanics — all of which directly affect the value and risk allocation among participants.

Snow LLP advises sponsors, developers, investors, and institutional partners on the negotiation and documentation of joint venture agreements, operating agreements, and partnership structures for commercial real estate transactions.

Representation Includes

  • Joint venture negotiation and documentation
  • LLC operating agreements and limited partnership agreements
  • Preferred equity structures and mezzanine arrangements
  • Promote and waterfall distribution provisions
  • Management rights, voting, and approval requirements
  • Transfer restrictions, rights of first refusal, and buy-sell provisions
  • Capital call and dilution mechanisms
  • Exit, liquidation, and dissolution provisions

Transaction Considerations

Joint venture and entity documentation is often negotiated concurrently with the underlying real estate transaction, which creates time pressure on the parties to reach agreement on economic terms, governance provisions, and exit mechanics before closing. Snow LLP advises sponsors and investors on the full range of joint venture issues, from initial term sheet review through final documentation, and coordinates the entity structuring with the underlying property acquisition, financing, and development workstreams.

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Matters are handled directly, with an emphasis on responsiveness, clarity, and practical risk management.

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