real estate joint ventures: opportunities and legal risks

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.

dguggenheim@pircher.com

Michael R. Ray, Esq.

mray@pircher.com

Michael D. Soejoto, Esq.

msoejoto@pircher.com

© 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