(For this past program, we offer two options for purchase: a Homestudy (DVD and written materials) or written materials alone.)
Attorneys, real estate developers and professionals, investors, accountants, lenders, brokers and others involved in the creation and operation of real estate joint ventures
With the recent uncertainty in financial markets and the increasing unavailability of debt, real estate joint ventures continue to be an important funding source for real estate projects. Joint ventures can generate large rewards for the developer and the capital provider, but they require careful attention to a number of business issues as well as the negotiation of a complex agreement.
This two-day seminar will provide a practical approach to issues that often arise in the formation and operation of joint ventures including a comprehensive discussion of the approaches used in negotiating the key terms of an operating agreement from the perspective of the developer and the financial partner. Of particular importance during these challenging times, it will also include a discussion of what to do when things go wrong, from restructuring an existing joint venture to differing exit strategies.
The topics in this intensive program range from structuring the joint venture, to key economic and business terms and practical tax considerations. They will also include timely subjects such as the formation of private equity funds, public/private partnerships and special tax considerations in the formation and restructuring of the partnerships.
Our notable faculty includes experienced developers and equity providers, as well as leading real estate and tax lawyers and accountants. The conference will provide practical solutions to formation, operational and exit issues and give a unique look into the intricacies of structuring and restructuring joint ventures.
~Program Co-Chairs: Robert M. Hamilton, Esq. and Chauncey M. Swalwell, Esq.
Robert M. Hamilton, Esq., Program Co-Chair
Allen Matkins Leck Gamble Mallory & Natsis LLP / Irvine, CA
Chauncey M. Swalwell, Esq., Program Co-Chair
Stroock & Stroock & Lavan LLP / Los Angeles, CA
Specified and non-specified property funds; private equity funds; investment criteria; sponsor compensation; look-backs; exclusivity/non-compete; control issues; current trends
Paul D. O'Connor, Esq.
Allen Matkins Leck Gamble Mallory & Natsis LLP / Irvine, CA
William S. Allen, Director of Acquisitions
Turner Development Company, Inc. / Newport Beach, CA
Analyzing the tax implications of different partnership structures with an eye towards maximizing the bottom line
Philip Holthouse, Esq., CPA, Co-Founder
Holthouse Carlin & Van Trigt LLP / Santa Monica, CA
David Erard, CPA, Principal
Holthouse Carlin & Van Trigt LLP / Irvine, CA
Partner expectations; time horizons; deal structures; capital returns; valuation of property contributions; developer compensation; "waterfall" structures for cash flow and capital events (IRR formulas); fees; guarantees; current trends
Robert M. Hamilton, Esq., Program Co-Chair, Moderator
Allen Matkins Leck Gamble Mallory & Natsis LLP / Irvine, CA
Chauncey M. Swalwell, Esq., Program Co-Chair, Moderator
Stroock & Stroock & Lavan LLP / Los Angeles, CA
Brett M. Foy, Esq., Co-President, General Counsel
Zelman Development Co. / Los Angeles, CA
David A. Brown, President, CEO and CIO
Somera Capital Management / Santa Barbara, CA
Navigating unrelated business taxable income (UBTI) and fractions rule issues; built- in loss awareness
Richard J. Kaplan, Esq.
Pircher, Nichols & Meeks / Los Angeles, CA
Thomas D. O'Rourke, CPA
Haskell & White LLP / Irvine, CA
Various structures used in public/private partnerships; objectives of the parties; benefits and disadvantages in teaming with a public entity; special considerations; tax concerns; exit mechanisms
Anthony Canzoneri, Esq., Chairman
Brown Winfield Canzoneri Abram Inc. / Los Angeles, CA
Curt M. de Crinis, President
C.M. de Crinis & Co., Inc. / Sherman Oaks, CA
Sponsored by Allen Matkins Leck Gamble Mallory & Natsis LLP and Stroock & Stroock & Lavan LLP
Special concerns for counsel when representing both a partner and the joint venture; disclosure requirements; waivable and non-waivable conflicts; standard of conduct between partners in fiduciary duty vs. good faith and fair dealing
Robert K. Sall, Esq.
The Sall Law Firm, APC / Laguna Beach, CA
Legal perspective on revisiting the joint venture agreement; foreclosures; forced sales; cram-down and other dilution provisions; guarantor substitution; transfer restrictions; defeasance; remedies; lock-out provisions; developer removal
Stuart A. Graiwer, Esq.
Stroock & Stroock & Lavan LLP / Los Angeles, CA
Business perspective on buy-sell agreements; carried interests; capital shortfalls and calls; deadlock resolution; exclusivity/non-compete; dealings with affiliates; tax implications on forfeited properties; lender guarantees
David J. Butler, Principal
Cedar Hill Real Estate Partners LP / San Francisco, CA
Perspectives from key players on a hypothetical project gone bad
Chauncey M. Swalwell, Esq., Program Co-Chair, Moderator
Stroock & Stroock & Lavan LLP / Los Angeles, CA
Kenneth H. Fearn, Founder and Managing Partner
Integrated Capital, LLC / Los Angeles, CA
Jon Kline, Esq., Founder and President
Clearview Hotel Capital, LLC / Newport Beach, CA
Gary E Swon, Managing Director, Real Estate Finance
RBS Global Banking & Markets / Irvine, CA
There is a $25 cancellation fee for Course Materials orders and $50 for Homestudy orders
Law Seminars International is a State Bar of California approved MCLE provider. This program qualifies for 11 California MCLE credits including 1 ethics. Upon request, we will apply for CLE credits in other states and other types of credits.
Our complete Homestudy Course, consisting of a DVD recording and the written course materials, is available for $1005. The written course materials alone are available for $100. We will ship your Homestudy order via UPS ground within two weeks after the seminar or the date we receive payment (whichever is later).
Order Homestudy
Robert M. Hamilton, Program Co-Chair and managing partner of Allen Matkins Leck Gamble Mallory and Natsis LLP's Orange County office, focuses on business and tax planning. He has a broad-based commercial transactional practice including the formation, financing, merger and reorganization of joint ventures, partnerships, and limited liability companies, public and private syndicated offerings, real property taxation and general business tax planning.
Chauncey M. Swalwell, Program Co-Chair and partner in Strook & Strook & Lavan LLP's Los Angeles office, focuses on commercial real estate, including the representation of private and institutional investors and lenders in connection with the acquisition, sale, development, leasing and financing of hotels, office buildings, regional shopping centers, industrial parks and other projects. He has extensive experience in the structuring and negotiating of joint ventures on behalf of private equity and institutional investors and promoters.
William S. Allen, Director of Acquisitions with Turner Development Company, Inc., is responsible for the Turner Opportunity Fund's acquisitions and strategic planning efforts. Previously, he was a Principal with Carlyle Realty and founded the firm's West Coast office.
David A. Brown, Co-Founder, President, Chief Executive Officer and Chief Investment Officer, of Somera Capital Management, focuses on the real estate investment business and has experience in all aspects from both a technical and investor perspective. He is involved in the company's investment strategy formation, sourcing, analysis, structuring and management of assests.
David J. Butler, Principal at Cedar Hill Real Estate Partners LP, an opportunistic real estate private equity fund. He is responsible for the west coast investment activities. Previously, he was a Vice President and Head of the San Francisco office for JPMorgan Asset Management-Real Estate, where he focused on origination and execution of real estate joint venture private equity investments in the Western US.
Anthony (Tony) Canzoneri, chairman of Brown Winfield Canzoneri Abram Inc., has been involved in all aspects of real estate transactions, including the negotiation and documentation of acquisitions, dispositions, financings, development agreements, ground and space leases, mixed-use projects and master plan communities. He has been named a Southern California Super Lawyer.
Curt M. de Crinis, President of C.M. de Crinis & Co., Inc., has served as financial advisor on dozens of public financings for a wide range of public projects. Clients have included redevelopment agencies, cities, counties, state authorities, park and recreation districts, water districts and joint power authorities.
David Erard, CPA, principal at Holthouse Carlin & Van Trigt LLP, focuses on private equity clients with real-estate related businesses and investments. He is also experienced in partnership agreement provisions, special allocations in partnerships, revalutations of partnership property, and structuring of partnership transactions. Previously, he was with KPMG.
Kenneth H. Fearn, Founder and Managing Partner of Integrated Capital, LLC, a private equity real estate group with a focus on hospitality, office, industrial and residential real estate. Integrated Capital has a portfolio of nine hotels and one industrial park between Southern California and the Washington DC/ Maryland corridors. Previously, he was Managing Director and Chief Financial Officer of Maritz, Wolff & Co., which specializes in private equity real estate acquisition and development.
Brett M. Foy, Co-President and General Counsel of Zelman Development Co., was a real estate attorney specializing in shopping center development. He is responsible for joint venture structuring, entitlements, retail project management, and Business Development.
Stuart A. Graiwer, partner at Stroock & Stroock & Lavan LLP, is experienced in real estate transactions, including acquisitions and dispositions, complex joint venture and partnership agreements and financings, as well as real estate asset classes, including office, mixed-use, multi-family, land development, hotel and retail.
Philip Holthouse, CPA, co-founder of Holthouse Carlin & Van Trigt LLP, provides tax planning and tax consulting services for privately held businesses and high net-worth individuals primarily in the real estate, entertainment and service industries. He also consults on leasing and real estate transactions and serves as a part-time faculty member for USC's Graduate Taxation Program.
Richard J. Kaplan, partner at Pircher, Nichols & Meeks in the real estate transaction group, has experience in federal, state and local taxation, with an emphasis on real estate transactions, including real estate investments by tax-exempt organizations, partnerships, joint ventures, limited liability companies and real estate investment trusts.
Jon Kline is the Founder and President of Clearview Hotel Capital, LLC, a hotel investment company focused on purchasing and asset-managing hotels in urban and unique locations. Previously, he was President and CFO of Sunstone Hotels.
Paul D. O'Connor, partner with Allen Matkins Leck Gamble Mallory & Natsis LLP's Orange County office, is also a member of the firm's business and tax planning practice group. His commercial transactional practice focuses on formation, financing, merging and reorganization of joint ventures, partnerships and limited liability companies, public and private syndicated offerings and general business tax planning.
Tom D. O'Rourke, CPA, tax partner with Haskell & White LLP, focuses on the Firm's real estate clients. He specializes in real estate, hospitality, construction industries and innovative tax planning. Previously, he worked for Ernst & Young.
Robert K. Sall, shareholder of The Sall Law Firm, APC, focuses on handling business litigation, legal malpractice cases and fee disputes, with experience in both prosecuting and defending lawyer-client fee disputes and arbitrating such disputes under the MFA Program. He is a member of the Los Angeles County Bar Association Professional Responsibility and Ethics Committee.
Gary E. Swon is Co-Founder and Managing Director of the Real Estate Finance team at RBS Global Banking & Markets, a leader in commercial mortgage lending, mezzanine debt and structured finance, preferred equity, and joint venture investing. Previously, he was the Managing Director of The Equitable Life Insurance Company of Iowa.
