Law Seminars International Presents: A Two-Day Comprehensive Conference on

Real Estate Joint Ventures and Funds: The New Reality
How changing sources of capital, in the form of equity funds, is driving joint ventures

(For this past program, we offer two options for purchase: a Homestudy (DVD and written materials) or written materials alone.)

September 20 & 21, 2010
Washington Marriott at Metro Center Hotel in Washington, DC

Who Should Order This Homestudy

Attorneys, real estate developers and professionals, investors, accountants, lenders, brokers and others involved in the creation and operation of real estate joint ventures and funds

Why Order

This two-day conference will provide a comprehensive examination of the issues that often arise in the formation, operation and termination of real estate joint ventures and real estate funds, including in-depth discussions of key economic and business terms found in these vehicles.

The topics in this intensive program include tax considerations, legal structures, governance issues and exit strategies. In addition, the issues arising from the impact of the current wave of distress being experienced by many joint ventures will be scrutinized from both a business and legal perspective, including the need for additional capital, removal of the managing partner, tax issues, and bankruptcy considerations.

Our distinguished faculty includes leading real estate, tax and securities lawyers, developers, fund sponsors, investors and advisors. This program will offer a great deal of practical information and will impart a deeper understanding of both real estate joint ventures and real estate funds. This timely course will be of great benefit to active participants in the real estate industry and their professional advisors.

~ Michael D. Goodwin, Esq. and Sheldon J. Weisel, Esq., Program Co-Chairs

What You Will Learn

What Attendees Said


Monday, September 20, 2010

8:00 am

Registration and Continental Breakfast

8:30 am

Introduction and Overview

Michael D. Goodwin, Esq., Program Co-Chair
Arnold & Porter LLP / Washington, DC

Sheldon J. Weisel, Esq., Program Co-Chair
Goulston & Storrs PC / Washington, DC

8:45 am

Capital Markets Update: De-Leveraging of Real Estate, the Resurgence of Equity and the Implications for Joint Ventures

Equity markets

W. Judson Ryan, Senior Vice President
Cassidy Turley / Washington, DC

Debt markets

Martin O. Kamm, Managing Director, Real Estate Investment Banking
Jones Lang LaSalle / Washington, DC

10:00 am


10:15 am

Traditional Joint Ventures: Key Business and Legal Terms

Capital contributions and shortfalls; return expectations; allocation of profits; waterfall structures; developer compensation; governance and control; fees; guaranties; major decisions; removal rights; lender guaranties; time horizons

Douglas M. Firstenberg, Founding Principal
StonebridgeCarras, LLC / Bethesda, MD

Robert G. Gottlieb, Esq.
Venable LLP / Washington, DC

Kevin Mulhall, Principal
Walton Street Capital / Chicago, IL

11:30 am

Joint Ventures in Non-Venture Formats

Comparisons with different forms of joint participation: Ground leases; mezzanine debt; participating mortgages; participating development and consulting agreements

Michael D. Goodwin, Esq., Program Co-Chair
Arnold & Porter LLP / Washington, DC

12:15 pm

Lunch (on your own)

1:30 pm

Real Estate Funds: Key Business Terms

Subscription requirements; sponsor compensation and fees; allocation of profits; IRR and other investor expectations; open vs. closed funds; investment criteria; governance and control; liquidation timeline

Tae-Sik Yoon, Esq., Senior Vice President, Capital Markets
Akridge / Washington, DC

W. Matt Kelly, Managing Director, Investment Management
The JBG Companies / Chevy Chase, MD

2:30 pm

Real Estate Funds: A Legal Overview

Legal structures; fund formation process; subscription agreements; securities requirements; key documents; major decisions; investor rights

David W. Bonser, Esq.
Hogan Lovells / Washington, DC

David A. Winter, Esq.
Hogan Lovells / Washington, DC

3:30 pm


3:45 pm

Key Tax Considerations in All Types of Ventures

Overview of key tax aspects of the formation and operation of joint ventures and real estate funds; proposed carried interest legislation

Brian J. O'Connor, Esq.
Venable LLP / Baltimore, MD

Steven R. Schneider, Esq.
Goulston & Storrs PC / Washington, DC

4:45 pm

Delaware Series LLC as a New Venture Structure

What it is; how it is used; the ins and outs

Louis G. Hering, Esq.
Morris Nichols Arsht & Tunnell LLP / Wilmington, DE

5:30 pm

End of Day One


Tuesday, September 21, 2010

8:00 am

Continental Breakfast

8:30 am

When Partners Collide: Distressed Joint Ventures

Dealing with issues arising during the current downturn, including capital calls; cram-downs; major decisions; change of control; springing guaranties; fiduciary duties between partners

Sheldon J. Weisel, Esq., Program Co-Chair, Moderator
Goulston & Storrs PC / Washington, DC

Peter D. Johnston, Senior Vice President, Regional Manager
Boston Properties Inc. / Washington, DC

James P. Walker, Principal, Capital Markets Group
Prudential Real Estate Investors / Parsippany, NJ

9:45 am

Tax Traps of Unwinding Ventures and Workouts

COD rules; basis shifts; gain on foreclosure; recourse vs. non-recourse loans; tax elections; 1031 options

Ossie Borosh, Esq.
Goulston & Storrs PC / Washington, DC

Carey W. Smith, Esq.
Arnold & Porter LLP / Washington, DC

10:30 am


10:45 am

Joint Ventures in Bankruptcy

How bankruptcy filing affects the relationship of the members of the joint venture

Andrew J. Currie, Esq.
Venable LLP / Baltimore, MD

11:30 am

Partnering with Special Partners

Unique issues that arise when partnering with public entities, such as REITs, regulated entities, such as pension funds, and foreign investors, including securities, tax and accounting issues

Joseph G. Howe, III, Esq.
Arnold & Porter LLP / Washington, DC

12:15 pm

Lunch (on your own)

1:30 pm

Exit Strategies: Parting is Such Sweet Sorrow

How ventures unwind: Buy/sell agreements and why they don't always work; forced sales; lender issues; impasse and deadlock; exiting a real estate fund; transfer restrictions

Wendy L. Fields, Esq.
Katten Muchin Rosenman LLP / Washington, DC

2:15 pm

Drafting and Negotiating Tips

Practical insights from a seasoned veteran

Robert S. Towsner, Esq.
Goulston & Storrs PC / Boston, MA

3:00 pm


3:15 pm

Joint Ventures and Their Lenders

Lender requirements for joint ventures: loan covenants; buy/sell agreements; substitute guaranties; lender approval rights over transfers and change of control; bankruptcy remote entities; workouts

Keith J. Willner, Esq.
Mayer Brown LLP / Washington, DC

4:00 pm

Ethical Considerations and Courtroom Strategies for Counsel

Ethical considerations when representing both the venture and one of its partners; waivable and non-waivable conflicts; disclosure requirements; lessons from courtroom battles between partners

Deborah B. Baum, Esq.
Pillsbury Winthrop Shaw Pittman LLP / Washington, DC

Jack McKay, Esq.
Pillsbury Winthrop Shaw Pittman LLP / Washington, DC

5:00 pm

Evaluations and Adjourn



There is a $25 cancellation fee for Course Materials orders and $50 for Homestudy orders

Continuing Education Credits

This program qualifies for 13 VA CLE inc 1 Ethics credits. 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 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

Faculty Bios

Michael D. Goodwin, Program Co-Chair, Chair of the Real Estate Practice at Arnold & Porter LLP, focuses on commercial real estate development, hospitality, public/private partnership and debt and equity financing. He is listed in Chambers USA, Best Lawyers and Who's Who Legal, and named a "DC Super Lawyer".
Full bio and contact info for Michael D. Goodwin at Arnold & Porter LLP

Sheldon J. Weisel, Program Co-Chair, Director in the Real Estate Group at Goulston & Storrs PC, represents owners and developers of all types of commercial real estate. He is listed in Chambers USA and Best Lawyers, and named a "DC Super Lawyer".
Full bio and contact info for Sheldon J. Weisel at Goulston & Storrs PC

Deborah B. Baum, partner at Pillsbury Winthrop Shaw Pittman LLP, focuses on civil litigation matters, complex real estate-related disputes, lender liability cases, health care litigation, zoning appeals and Fair Housing Act and constitutional litigation. She was Chair of the DC Board on Professional Responsibility Hearing Committee.

David W. Bonser, partner at Hogan Lovells, focuses on advising and representing public and private companies in corporate, securities and partnership transactions, including merger and acquisition and joint venture transactions. He is the Group Coordinator for the firm's worldwide capital markets and corporate governance coordinating group.

Ossie Borosh, attorney in the Tax and Real Estate Groups at Goulston & Storrs PC, focuses on federal taxation of partnerships, joint ventures and limited liability companies. She handles tax advantaged acquisitions and dispositions of real estate.
Full bio and contact info for Ossie Borosh at Goulston & Storrs PC

Andrew J. Currie, partner, Venable LLP, focuses on debt restructuring, reorganization, insolvency, bankruptcy matters and transactional work, emphasizing bankruptcy litigation and transactions, including representation of Chapter 11 debtors, creditors' committees of unsecured creditors and unsecured and secured creditors. He was named a top bankruptcy lawyer by American Lawyer and The Deal.

Wendy L. Fields, partner at Katten Muchin Rosenman LLP, focuses on commercial real estate transactions, including asset, stock and other equity acquisitions and dispositions, financings, workouts, equity and debt participations and other partnership and joint ownership arrangements.
Full bio and contact info for Wendy L. Fields at Katten Muchin Rosenman LLP

Douglas M. Firstenberg, Founding Principal of StonebridgeCarras, LLC, focuses on strategic planning and project conceptualization, including major transaction negotiation.

Robert G. Gottlieb, partner at Venable LLP, is a tax and business attorney who focuses on structuring and negotiating complex real estate, partnership and business transactions including capital formation and financing.
Full bio and contact info for Robert G. Gottlieb at Venable LLP

Louis G. Hering, partner at Morris Nichols Arsht & Tunnell LLP and member of the Commercial Law Counseling Group, focuses on organizing and structuring all forms of Delaware alternative entities, including Delaware statutory trusts serving as registered investment companies, limited partnerships used as investment funds and limited liability companies formed as joint ventures and used in connection with structured finance.

Joseph G. Howe III, partner at Arnold & Porter LLP, focuses on tax and business law, including REITs and structuring and negotiating complex real estate, partnership and business transactions involving multiple tax systems and joint venturing among parties from multiple countries.
Full bio and contact info for Joseph G. Howe III at Arnold & Porter LLP

Peter D. Johnston, Senior Vice President and Regional Manager of the Washington, DC office of Boston Properties Inc., is in charge of all operations including project development, leasing, construction, property management and administrative activities.

Martin O. Kamm, Managing Director, Real Estate Investment Banking, Jones Lang LaSalle, is responsible for structuring and restructuring creative debt and equity real estate capital solutions.

W. Matt Kelly, Managing Director of Investment Management at The JBG Companies, co-heads its investment management group and oversees their investment strategy and the investment and acquisition activity of their investment funds.

Jack McKay, partner at Pillsbury Winthrop Shaw Pittman LLP, is experienced in litigation in courts across the U.S. and in American Arbitration Association and International Chamber of Commerce arbitrations, including joint venture and partnership agreements.

Kevin Mulhall, Principal at Walton Street Capital, is responsible for the identification and underwriting of new investment opportunities and the management of development projects. Previously he was a Vice President of Development at Equity Office Properties Trust.

Brian J. O'Connor, partner at Venable LLP and Co-Chair of the Tax and Wealth Planning Group, focuses on partnership, corporate, real estate and international taxation. Previously he was an attorney-advisor for the Office of Chief Counsel for the Internal Revenue Service.
Full bio and contact info for Brian J. O'Connor at Venable LLP

W. Judson Ryan, Senior Vice President at Cassidy Turley, focuses on investment sales, including office, multifamily, retail, industrial and commercial land transactions. He also handles differing structures such as equity placements and partnership transfers.

Steven R. Schneider, director in Goulston & Storrs PC's Tax Group, focuses on partnership and S corporation tax planning, including corporate real estate partnerships, investment funds and joint ventures.
Full bio and contact info for Steven R. Schneider at Goulston & Storrs PC

Carey W. Smith, partner in Arnold & Porter LLP's Real Estate and Tax Practice Groups, focuses on joint venture, private equity and debt placement in commercial real estate and is experienced in tax and transactional issues in debt restructuring, recapitalization and other distressed asset situations and taxation of partnerships, corporations and limited liability companies.
Full bio and contact info for Carey W. Smith at Arnold & Porter LLP

Robert S. Towsner, director at Goulston & Storrs PC, focuses on corporate, real estate and tax matters, limited liability companies and structuring and documentation of complex tax-sensitive transactions.
Full bio and contact info for Robert S. Towsner at Goulston & Storrs PC

James P. Walker, Principal in the Capital Markets Group at Prudential Real Estate Investors, focuses on portfolio and complex transactions, new joint venture investment programs, structured debt opportunities and distressed situations, along with restructuring debt and equity joint ventures. He also oversees coordination of financing activities for the firm's portfolios.

Keith J. Willner, partner at Mayer Brown LLP and one of six international firm-wide Real Estate Practice Group Leaders, focuses on acquisition, venturing, financing, leasing and disposition of real estate, including complex structuring issues, and tax, ERISA, bankruptcy and corporate considerations.
Full bio and contact info for Keith J. Willner at Mayer Brown LLP

David A. Winter, partner at Hogan Lovells, advises sponsors of, and investors in, private equity, venture capital, mezzanine, real estate, and other investment funds, including small business investment companies, on fund formation and maintenance matters such as federal income tax issues.

Tae-Sik Yoon, Senior Vice President of Capital Markets at Akridge, coordinates the capital markets activities of the firm, including accessing capital needed to complete transactions and to foster the company's growth. He is also involved in business development and identifying new investment opportunities at Akridge.