Panel: Joint Ventures — Structuring Deals That Don't Blow Up

Joint ventures are one of the most powerful tools in real estate — and one of the most litigated. The vast majority of JV disputes stem from documents that were vague where they needed to be specific, or optimistic where they needed to be realistic. By the time you're in a dispute, the cost of fixing those problems dwarfs what it would have cost to structure them correctly.

Angela Park is a real estate attorney who has been in the room when JV partnerships fall apart — and in the room when they get put back together through expensive litigation and buyouts. She moderates this panel with two experienced JV operators who have been on both sides of difficult partnership situations. The discussion is candid, specific, and built around real anonymized case studies.

Topics covered: structuring the management agreement so there's no ambiguity about who controls what decisions; deadlock provisions — how to write them so they actually break deadlocks vs. just creating documentation of the dispute; buy-sell mechanisms — the shotgun clause, the right of first refusal, and which structures actually protect minority partners; preferred return structures that align incentives vs. those that create resentment when the deal underperforms; capital call provisions — what happens when one partner can't fund, and how to structure dilution fairly; major decision thresholds that should require unanimous consent vs. majority manager approval; and the removal-of-manager provision — when it's available and why your JV document almost certainly needs one.

Case studies presented: a two-partner JV that deadlocked on a refinancing decision; a value-add deal where one partner wanted to sell at a loss and the other didn't; and a development JV where a capital call dispute nearly stopped a $40M project. Live Q&A throughout the second half. 1.0 CE credit.