Joint Ventures

Our Business and Corporate Law attorneys have deep experience in forging sophisticated joint venture and strategic alliance agreements and/or investment vehicles. We regularly assist clients in planning and executing complex consolidations and disaffiliations of businesses and mission-critical systems. We also are well versed in helping clients to create new lines of business and revolutionize old ones.

With our breadth of experience, SederLaw attorneys are familiar with, and have helped to create, transactional structures of varying types related to asset acquisition and disposition, financing and entity organization and governance. We participate in a broad range of transactions with investors, lenders, issuers, developers, owners, managers, operators, mortgage bankers and brokers, investment bankers, underwriters, financial advisers and others.

Our attorneys assist our clients in considering the major negotiating points involving equity joint ventures, including:

· Pre-formation issues

· Financial obligations and capital requirements

· Cash distribution provisions

· Allocations of profits and losses and other tax matters

· Decision-making (governance and control) and deadlock resolution

· Default remedies

· Transfer restrictions and exit mechanisms

· Venturers as vendors, customers and employees

· Securities offering matters

· Antitrust matters

· Governing law selection

A contractual joint venture may also involve requirements contracts, joint product development agreements, long-term management arrangements, licensing arrangements and other contractual mechanisms pursuant to which two separate businesses forge a relationship that is stronger than an ordinary vendor/purchaser relationship.

We have extensive experience representing developers, landowners, equity investors, syndicators, lenders, tenants, and others in all aspects of real estate transactions. We offer experience in planning, negotiating, documenting, forming, and implementing all types of joint ventures, including limited liability companies and partnerships, as well as providing guidance during partner disputes and litigation. In addition to equity investment through customary joint venture mechanisms, we structure a wide array of funding vehicles, including senior and subordinated project and entity-level debt, construction loans, acquisition and development loans, mezzanine financing, shared appreciation loans, various hybrid debt/equity instruments, development management agreements, and land development funds.