Attorneys, real estate developers, governmental representatives, investors, investment advisors, accountants, lenders, brokers and others involved in the creation and operation of real estate joint ventures or the formation of, investment in, or management of, pools of real estate agents
With the ongoing fluctuations in financial markets and limited availability of debt, real estate joint ventures continue to be an important funding source for real estate projects. Joint ventures can generate large rewards for developers and capital providers, but they require careful attention to a myriad of business issues as well as the negotiation of a complex agreement.
This two-day seminar provides a practical approach to issues that often arise in the formation and operation of joint ventures, including approaches used in negotiating the key terms of an operating agreement from the perspective of the developer and the capital partner. Of particular importance, it also includes observations on formation of public/private partnerships and lender/developer partnerships formulated in the context of restructurings, as well as special tax considerations in formation and restructuring of the partnerships.
Our notable faculty includes experienced developers, lenders and equity providers, as well as leading real estate and tax lawyers and accountants. This conference provides practical solutions to formation, operational and exit issues and gives a unique look into the intricacies of structuring and restructuring joint ventures.
~ Paul G. Churchill, Esq. and Charles V. Thornton, Esq., Program Co-Chairs
Paul G. Churchill, Esq., Program Co-Chair
Goodwin Procter LLP / San Francisco, CA
Charles V. Thornton, Esq., Program Co-Chair
Paul, Hastings, Janofsky & Walker LLP / San Francisco, CA
Overview of the Bay Area economy and real estate
Cynthia A. Kroll, Ph.D., Senior Regional Economist and Executive Director
University of California Berkeley / Berkeley, CA
Update on debt and equity markets; process of deleveraging; disintermediating the operator from the deal when things go wrong; what to expect when investors take control
Robert L. Gray, Jr., Senior Managing Director
Rockwood Capital LLC / San Francisco, CA
Amy G. Price, Managing Director
Morgan Stanley / San Francisco, 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
Charles V. Thornton, Esq., Program Co-Chair, Moderator
Paul, Hastings, Janofsky & Walker LLP / San Francisco, CA
Dean Pappas, Esq.
Goodwin Procter LLP / Los Angeles, CA
Randall C. Single, Esq.
Greenberg Traurig LLP / Palo Alto, CA
What it is; how it is used; the ins and outs
Paul D. O'Connor, Esq.
Allen Matkins Leck Gamble Mallory & Natsis LLP / Irvine, CA
Recognizing basic differences in tax structures for different types of partnership structures with an eye towards maximizing the bottom line
Jessica Duran, Senior Manager
Deloitte Tax LLP / San Francisco, CA
Special tax issues for Real Estate Investment Trusts (REITS), tax-exempts, foreign investors and other special partnerships: Navigating Unrelated Business Taxable Income (UBTI) and fractions rule issues; built-in loss awareness
Edward L. Glazer, Esq.
Goodwin Procter LLP / Boston, MA
Various structures used in public/private partnerships; benefits and disadvantages in teaming with a public entity; development agreements; special considerations; tax concerns; exit mechanisms; case study of the Hunter's Point and Candlestick projects
Kofi Bonner, Regional Vice President, Moderator
Lennar Corporation / San Francisco, CA
Michael Cohen, Esq., Director, Office of Economic and Workforce Development
City of San Francisco / San Francisco, CA
Charles R. Sullivan, Esq., Deputy City Attorney, Head of Real Estate/Special Projects
Office of the City Attorney Denis Herrera / San Francisco, CA
David A. Hamsher, Esq.
Paul, Hastings, Janofsky & Walker LLP / San Francisco, CA
Sponsored by Goodwin Procter LLP and Paul, Hastings, Janofsky & Walker 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; new case law on law firm conflicts
Mark L. Tuft, Esq.
Cooper, White & Cooper LLP / San Francisco, CA
Rick S. Kirkbride, Esq.
Paul, Hastings, Janofsky & Walker LLP / Los Angeles, CA
Terms the lender wants to see; lender approval rights for transfers and change of control; workouts; dealing with special servicers; bankruptcy remote and whether it matters; distress and formation for continuity
Peter Aitelli, Esq.
Morrison & Foerster LLP / San Francisco, CA
COD rules; basis shifts; gain on foreclosure; recourse vs. non-recourse loans; tax elections
Thomas S. Wisialowski, Esq.
Paul, Hastings Janofsky & Walker LLP / Palo Alto, 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
Rachel B. Horsch, Esq.
Pillsbury Winthrop Shaw Pittman LLP / San Francisco, CA
Business perspective on buy-sell agreements; carried interests; capital shortfalls and calls; deadlock resolution; exclusivity/non-competes; dealings with affiliates; tax implications on forfeited properties; lender guarantees
David J. Butler, Principal
Argosy Real Estate / San Francisco, CA
Chauncey M. Swalwell, Esq.
Stroock & Stroock & Lavan LLP / Los Angeles, CA
Internal disputes; buy-sells; termination rights
J. Daniel Sharp, Esq., Partner
Crowell & Moring LLP / San Francisco, CA
Joel Zeldin, Esq.
Shartsis Friese LLP / San Francisco, CA
Robert A. Julian, Esq.
Winston & Strawn LLP / San Francisco, CA
Regular tuition for in person or webcast attendance for this program is $995 with a group rate of $845 each for two or more registrants from the same firm. For government employees, we offer a special rate of $695. For students and people in their job for less than a year, our rate is $497.50. All rates include admission to all seminar sessions, food and beverages at breaks, and all course materials. Make checks payable to Law Seminars International.
You may substitute another person at any time. We will refund tuition, less a $50 cancellation fee, if we receive your cancellation by 5:00 p.m. on Thursday, September 9, 2010. After that time, we will credit your tuition toward attendance at another program or the purchase of a Homestudy. 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 13 California MCLE credits including 1 ethics credit. Upon request, we will apply for CLE credits in other states and other types of credits.
The conference will be held at the InterContinental Mark Hopkins Hotel at One Nob Hill in San Francisco, CA 94108. Call the hotel directly at (800) 662-4455 for reservations at the special negotiated rate of $179 and mention that you are attending a Law Seminars International conference. Rooms are on a first come, first served basis.
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Our complete Homestudy Course, consisting of a DVD recording and the course materials (either a binder or searchable CD), is available for $1005. The course materials alone are available for $100. We will ship your Homestudy order via UPS ground within two weeks after the seminar or from the date we receive payment.
Order Homestudy
Paul G. Churchill, Program Co-Chair, partner in the Business Law Department and Chair of Goodwin Procter LLP's San Francisco office, specializes in real estate matters including acquisition, development, leasing, disposition, secured financing and restructuring work. He is listed in Best Lawyers and is a California Super Lawyer.
Full bio and contact info for Paul G. Churchill at Goodwin Procter LLP
Charles V. Thornton, Program Co-Chair, partner at Paul, Hastings, Janofsky & Walker LLP and Head of the Real Estate Practice, focuses on real estate, including negotiation of joint ventures, purchase and sales and leasing transactions. He is listed in Best Lawyers and Chambers USA, and is a Northern California Super Lawyer.
Full bio and contact info for Charles V. Thornton at Paul, Hastings, Janofsky & Walker LLP
Kofi Bonner, Moderator, Regional Vice President, Lennar Urban of Lennar Corporation, provides direct analysis and information to the Western Regional Management in all aspects of operations including land acquisitions, land dispositions, vertical development, and coordinated sales and marketing plans.
Peter Aitelli, partner, Morrison & Foerster LLP, represents domestic and foreign clients in commercial real estate equity and debt transactions, including the structuring and formation of joint ventures.
David J. Butler, Principal, Argosy Real Estate, is responsible for West Coast investment activities. Previously, he was Vice President and Head of the San Francisco office for JPMorgan Asset Management-Real Estate.
Michael Cohen, Director, City of San Francisco Office of Economic and Workforce Development, is experienced in economic development and works with communities to promote investment, innovation and business growth.
Jessica Duran, Senior Manager, Real Estate Tax practice at Deloitte Tax LLP, is experienced in structuring and compliance related to U.S. and international closed and open-ended real estate funds.
Edward L. Glazer, partner, Business Law Department, and member, REITs, Real Estate Investment Management and Tax Practice Groups, Goodwin Procter LLP, focuses on structuring and implementing tax-oriented commercial transactions.
Robert L. Gray, Jr., Senior Managing Director, Rockwood Capital LLC, is responsible for originating, underwriting and structuring new investment opportunities and identifying new real estate operating partners.
David A. Hamsher, attorney, Global Real Estate Group at Paul, Hastings, Janofsky & Walker LLP, focuses on negotiation of joint venture agreements, purchase and sale agreements, financing transactions, exclusive negotiation agreements and community benefit agreements.
Rachel B. Horsch, partner, Pillsbury Winthrop Shaw Pittman LLP, focuses on real estate transaction law, representing owners, developers, managers, lenders and users, including development, acquisition, joint ventures, leasing and financing.
Full bio and contact info for Rachel B. Horsch at Pillsbury Winthrop Shaw Pittman LLP
Robert A. Julian, litigation partner, Winston & Strawn LLP, is experienced in litigating breach of fiduciary duty cases, managing related corporate investigations, and litigating commercial cases, with an emphasis on insolvency.
Rick S. Kirkbride, partner, Paul, Hastings, Janofsky & Walker LLP, represents institutional real estate companies and capital providers in the development, acquisition and sale, finance, leasing, operation, management, licensing, branding, repositioning, roll-up, foreclosure, workout, restructuring and bankruptcy of hotels, condo-hotels and resorts.
Cynthia A. Kroll, Ph.D., Senior Regional Economist and Executive Director, staff research, Fisher Center for Real Estate and Urban Economics, University of California, Berkeley, is known for her research on California economic trends and their implications for real estate development opportunities and land development issues.
Paul D. O'Connor, partner, Allen Matkins Leck Gamble Mallory & Natsis LLP, focuses on commercial transactions including formation, financing, merger, and reorganization of joint ventures, partnerships, limited liability companies and corporations, public and private syndicated offerings, and business tax planning.
Full bio and contact info for Paul D. O'Connor at Allen Matkins Leck Gamble Mallory & Natsis LLP
Dean Pappas, partner, Goodwin Procter LLP's Business Law Department, and member, Real Estate, REITs & Real Estate Capital Markets Group, is experienced with real estate and corporate transactions.
Amy G. Price, Managing Director, Morgan Stanley's real estate investing business for the Western U.S., oversees all investment activities including acquisitions and asset management and was recently responsible for management.
J. Daniel Sharp, partner, Crowell & Moring LLP, practices in trial and appellate courts and arbitration in real estate and mortgage banking, professional liability, corporate control disputes, insurance coverage, and the representation of individual investors, corporate officers, and directors.
Randall C. Single, shareholder, Greenberg Traurig LLP, focuses on real estate joint ventures, financings, acquisitions and dispositions, loan and lease workouts and development.
Full bio and contact info for Randall C. Single at Greenberg Traurig LLP
Charles R. Sullivan, Head of the Real Estate/Special Projects team, Office of the City Attorney Denis Herrera, focuses on transactional real estate, including acquisitions, leasing, development and management.
Chauncey M. Swalwell, partner, Stroock & Stroock & Lavan LLP, focuses on commercial real estate, including private and institutional investors and lenders in the acquisition, sale, development, leasing and financing of hotels, office buildings, regional shopping centers and industrial parks.
Mark L. Tuft, partner, Cooper, White & Cooper LLP, is outside counsel to lawyers and law firms on professional responsibility and liability, law firm mergers and dissolutions, and State Bar disciplinary matters.
Thomas S. Wisialowski, partner, Tax and Real Estate Departments, Paul Hastings Janofsky & Walker LLP, advises on structuring major corporate venture capital and real estate transactions.
Joel Zeldin, partner, Shartsis Friese LLP, specializes in general business litigation, including contract disputes, business torts, corrporate and partnership governance and dissolution matters, and the representation of lawyers in professional and business contexts.
