Joint ventures have an important role in real estate and are notoriously complex and risk-prone. However, they are often absolutely essential.

This one-day intensive training course, delivered by James Wilkinson (Partner, Global Corporate Group) and his team at Reed Smith, covers their many forms and the documentation required to give them effect.

Meeting the needs of property developers, dealers and investors, lenders and financiers, representatives of public and private companies, investment bankers, pension funds, insurance companies, land owning public bodies and corporates, local authorities, solicitors, surveyors, estate agents, accountants, tax advisors, statutory undertakers and finance brokers.

Lack of knowledge is the biggest risk of all.
 

Course Content:

What is a joint venture and why are joint ventures necessary 
(a) The benefits of joint venture partnerships and common imperatives;
(b) Why and when you want a joint venture partner, such as to provide:
(i) risk capital;
     (ii) the necessary land and/or rights;
     (iii) better funding arrangements; and
     (iv) the requisite expertise;
(c) Introduction of the case study on the Coffee Cup Building.

Joint venture structures 
(a) Possible structures:
     (i) Partnerships; 
     (ii) limited liability partnerships;
     (iii) unit trusts;
     (iv) limited liability companies;
     (v) trusts of land; and
     (vi) contractual joint ventures;
(b) Tax aspects of the joint venture structures.
(c) Wider market conditions, Brexit, legislation, regulation.

Preliminaries
(a) Heads of terms;
(b) Effect of subject to contract;
(c) Confidentiality agreements;
(d) Due diligence; and
(e) Negotiation.

Documentation 
(a) Shareholders’ agreement / partnership agreement;
(b) Articles of association;
(c) Business plan; and
(d) Key issues to address in documentation:
     (i) Rights and obligations including allocation of risk and responsibilities;
     (ii) Target investors and how to align objectives, business plans and financial management for a win-win outcome;
     (iii) Recruiting expertise and putting together a suitable management structure for this joint venture and not just any joint venture;
     (iv) Approaches to accessing funding or funding on better terms;
     (v) Working out the risk vs reward split; and
     (vi) Decision making and profit distributions, leadership, management and governance.

Real estate 
(a) Development agreement;
(b) Property management agreement; and
(c) Asset management agreement.

Common pitfalls 
(a) What happens if more funding is required?
(b) Introduction of a third joint venture partner to the case study to provide more funding;
(c) Introduction of the possibility of acquiring a property in Paris;
(d) New partner promotes; and
(e) How do share transfers work in the context of joint ventures, permitted transfers, pre-emption rights, first offer rights, first refusal rights, change of control, drag and tag.

Exit/deadlock 
(a) The risks of going and the risks of not going;
(b) Deadlock, remedies and resolutions;
(c) Put and call options;
(d) Dealing with partnership disputes;
(e) Sale of assets/distribution of assets; and
(f) Dealing with conflict and working out routes of exit:
     (i) Termination for cause; and
     (ii) Termination for convenience.

What others say

Thought provoking conference! Essential, common sense and practical advice for anyone contemplating or engaged in Joint Ventures.

CEO
Tuath Housing Association

Good comprehensive coverage of the subject matter delivered in clear and confident presentations. 

Head of Legal & Democratic Services
North Somerset Council

Great overview of a complex process. Use of case study was an excellent way to convey the subject matter.

Development Partnership Manager
Ashford Borough Council