Cozen O’Connor’s Joint Venture Practice advises developers, sponsors, investors, and owner/operators on complex real estate joint ventures. Our attorneys have decades of experience leading single-property, portfolio, and programmatic joint ventures (JV) targeting all classes of real estate.

Experience

Cozen O’Connor sees joint ventures as the epitome of a “lifecycle practice.” The job is not just to paper a single agreement but to counsel clients on JV strategy, structure, and formation, as well as related acquisition, financing, development, operation, and exit. At every step along the way, the JV team utilizes Cozen O’Connor’s full-service platform and collaborates with respected colleagues in tax, construction, leasing, environmental, land use and zoning, litigation, and other relevant practices.

Firm attorneys represent significant real estate interests, including financial institutions, real estate funds, family offices, private equity firms, pension trusts, and REITS, in high-stakes joint ventures:

• Advised a private real estate investment firm in a multi-tiered sale of two portfolios of industrial assets valued in excess of $1 billion and the establishment of two new JVs;
• Represented the JV partnership engaged in the $1 billion redevelopment of a blighted four-acre urban site into a mixed-use project;
• Led a U.S. real estate management fund in the formation of a programmatic JV with a Bahraini-based institutional investor and $700 million real estate portfolio recapitalization;
• Represented a U.S. pension fund in its majority JV stake for the development of a dozen $100 million+ multifamily and mixed use projects in a half-dozen U.S. states with varied development partners;
• Negotiated a 35-asset, high-nine-figure JV recapitalization between a real estate operating company and a foreign sovereign wealth fund with related hundreds of millions of dollars in debt financing.

Services

Cozen O’Connor has deep experience with all joint venture arrangements (90/10, 50/50, fund-of-one, multi-tier, and programmatic) and with the considerations core to every joint venture agreement:

• Capital Contributions and Distributions. Negotiate capital contribution obligations, distribution waterfalls, preferred returns and rate of returns, promotes, and other ROI incentives, focusing on tax efficiency, regulatory compliance, and balance between risk and reward.
• Governance and Operations. Design management structures to clarify the roles and responsibilities of each stakeholder, including capital call protocols, budgeting and reporting, investment and tax strategy, day-to-day operational oversight, and communication and consent requirements.
• Remedial Rights and Exit. Establish joint venture commitments and consequences for lack of fulfillment, including remedies for capital defaults and cost overruns, transfers of ownership interests, buy-sell or forced-sale provisions, dispute resolution protocols, and exit/liquidity strategies and terms.
• Real Estate Transactions & Finance. Execute acquisitions and dispositions with customary due diligence of title, survey, zoning, environmental, leases, and contracts. Negotiate contracts for construction, architecture/engineering, property management, asset management, and development services. Negotiate bridge and permanent financings; construction mortgage loans; mezzanine loans; preferred equity investments; and participated, syndicated, and CMBS loans.
• Aligned Interest. JVs are most successful when capital commitments and distributions are equitable, decision-making is collaborative, and conflicts are minimal. Cozen O’Connor prioritizes building good rapport and mutual trust among counterparts to foster healthy long-term JV relationships.

Distinction

Cozen O’Connor offers exceptional value in the real estate joint venture legal marketplace. We have the credentials, sophistication, and experience to compete with any Am Law 20 firm, combined with an institutional commitment to predictable rates. To ensure that our services remain accessible to well-managed middle-market clients, Cozen O’Connor avoids the high-leverage staffing model used by many large firms. Appointing senior counsel backed by very tight teams to handle all aspects of a project leads to demonstrably better communication, workflow, and outcomes.