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.

The firm 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. The firm 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.

Issues That Recur in Joint Venture Transactions

  • Capital and distribution waterfall. Capital contributions, preferred returns, promote or carried interest, and the tiers of the distribution waterfall define the economic relationship between sponsor and investor.
  • Governance and major decisions. Approval rights, the list of major decisions reserved to the members, and deadlock provisions determine how the venture is controlled and how disputes are resolved.
  • Capital calls and dilution. Procedures for funding shortfalls — additional capital calls, member loans, and default and dilution remedies — allocate the consequences of a failure to fund.
  • Transfer restrictions. Rights of first offer and refusal, tag-along and drag-along rights, and change-of-control limits govern each member's ability to transfer its interest.
  • Buy-sell and deadlock. Buy-sell, forced-sale, and appraisal mechanics provide the means to resolve deadlock or effect an exit when the members cannot agree.
  • Exit and liquidation. Sale, refinancing, dissolution, and liquidation provisions are aligned with the exit rights and restrictions in the underlying financing and property documents.

Contact Snow LLP

To discuss a commercial real estate matter, contact Snow LLP directly.

Contact Snow LLP