Practice Areas / Joint Ventures & Entity Counseling
Practice Area
Joint Ventures & Entity Counseling
The right partnership structure turns a good deal into a great project.
Overview
We represent developers, sponsors, owners, investors, and tenants in real estate joint ventures — from two-party partnerships to multi-member investment structures. Our work includes the structuring and formation of LLCs and partnerships, drafting and negotiation of operating agreements, and counsel on management rights, equity returns, distribution waterfalls, and buyout provisions. We continue to advise on entity governance throughout the life of each project.
Our joint venture experience includes preferred equity structures, programmatic ventures, co-sponsor arrangements, and multi-tiered capital stacks.
Entity Counseling
We counsel clients on the full range of non-corporate entity matters, including LLCs, partnerships, limited partnerships, and other alternative structures. Our practice covers every stage of an entity's existence, from initial structuring and formation through governance, recapitalization, restructuring, and dissolution.
This practice area supports every corner of our real estate and transactional work. We advise on entity structures underlying joint ventures, preferred equity investments, private equity and hedge fund platforms, special purpose vehicles, holding companies, and complex acquisition and disposition transactions.
Our Services
- Structuring and formation of LLCs and partnerships
- Drafting and negotiation of operating agreements, partnership agreements, and trust instruments
- Preferred equity transaction structuring
- Capital contributions, distribution waterfalls, and promote arrangements
- Fiduciary obligations of managers, general partners, and managing members
- Management rights, governance, voting rights, and transfer restrictions
- Legal opinions on entity formation, authority, and enforceability
- Buyout, transfer, and exit provisions
- Tax-efficient entity arrangements in coordination with tax counsel
- Entity conversions, mergers, and wind-down procedures
- Series LLC structures and special purpose entity formation
- Inter-entity agreements, management agreements, and shared services arrangements
Experience
Representative Matters
Co-sponsors and investors in joint venture to develop a 600,000 square foot life science project in Somerville, Massachusetts, including negotiation of operating agreement, waterfall provisions, and management rights.
Preferred equity investor in 188-unit multifamily apartment community in Covington, Georgia, including joint venture operating agreement and assignment and assumption of Fannie Mae loan.
Preferred equity investor in 188-unit multifamily apartment community in Covington, Georgia, including joint venture operating agreement and assignment and assumption of Fannie Mae loan.
Preferred equity fund in multiple investments across Massachusetts, Georgia, and North Carolina, with over $100M deployed across 60 projects.
Sponsor in portfolio of investment and property ownership entities with preferred equity for development of properties throughout Massachusetts.
Sponsors in multiple joint ventures in condominium projects with preferred equity and common equity investors throughout Massachusetts.
Restaurant group in restructuring ownership of parent and subsidiary entities operating restaurants in Nantucket, Massachusetts and Palm Beach, Florida.
Developer and nonprofit organization in joint venture for development of affordable housing in Roxbury, Boston, Massachusetts, including for-profit and nonprofit partnership arrangements.
Explore
Related Practice Areas
Project Development
Structuring, negotiating, and financing complex development projects from concept through completion.
EXPLORE PRACTICE
Financing
Construction loans, permanent loans, refinances, and mezzanine financing with regional and national lenders.
EXPLORE PRACTICE
Acquisitions & Sales
Purchase and sale of commercial real estate including multifamily, office, retail, industrial, and mixed-use properties.
EXPLORE PRACTICE
Every deal starts with a conversation
Tell us about your transaction and we'll show you how we can help.