Joint Venture Agreement Law

The Real Estate attorneys at Olshan have extensive experience in the formation of joint ventures for the purpose of commercial and residential real estate acquisition and development.

We are highly skilled in bringing together parties with diverse strengths and common goals, including real estate developers, property owners, public and private, and institutional and individual investors. We assist clients in structuring the ownership entity, advise on the relevant tax implications, and negotiate and draft all related documents, including pre-formation, LLC, partnership and tenant in common agreements. In particular, we have developed an expertise in Delaware limited liability company law, the law sophisticated real estate investors normally use for real estate joint ventures. We are experts in the securities laws governing capital raising activities for real estate ventures, including the pending crowdfunding and Reg D advertising rulemaking arising from the recently passed federal JOBS Act.

We have represented clients in forming joint ventures related to office buildings, retail centers, industrial facilities, mixed-use buildings, residential developments, and land development, including those ranging from single-asset acquisitions to the development of complex real estate portfolios.

We work with our Tax lawyers to address income allocation issues and, when disputes arise between joint venture parties, we work with our Real Estate Litigation attorneys in efficiently litigating and/or resolving fiduciary duty, tax and other joint venture issues.

Resources on our website in this area include:

Delaware vs. New York LLC - our Client Alert on the advantages of using a Delaware LLC
LLC Agreement Questions - our LLC checklist in the form of questions to clients
Real Estate Law Blog - Tom Kearns' updates on developments in laws governing real estate transactions and LLCs
@TDKearns - Tom's Twitter feed on real estate, LLCs and crowdfunding issue

Represented joint venture of Kaufman Organization and French insurance firm AXA Financial in acquisition of 40 West 25th Street from Japanese investment firm Unizo Holdings for more than $120 million.
Represented joint venture of Tristar Capital and RFR Holding in acquisition of an Amazon.com Inc. office building in Bellevue, WA from Schnitzer West LLC for approximately $310 million.
Represented joint venture of Tristar Capital and RFR Holding in acquisition of Facebook’s new Dexter Station office building from developer Capstone Partners for $286 million. The 10-story, 335,000 square-foot office building is located in Seattle, Washington and is Facebook’s largest engineering outpost outside of the company’s Silicon Valley headquarters.
Represented joint venture of TriStar Capital and RFR Holding in an acquisition of an Amazon.com Inc. 290,000 square foot mixed-used building in Seattle, WA for approximately $270 million.
Represented joint venture of TriStar Capital and RFR Holding in acquisition of a 12-story, 318,700 square foot office building located in Seattle, Washington featuring Amazon’s headquarters for $244 million.
Represented Madison Equities in joint venture with Pizzarotti, a multi-national construction company based in Italy, and with Gemdale Properties and Investment, one of China's largest developers, in building 206-unit condominium at 45 Broad Street in the Financial District, valued at $86 million.
Represented Kaufman Organization in the joint venture agreement with Invesco and served as lead counsel for the joint venture in the 2010 acquisition of the 277,000 sq ft. office condominium unit of 100-104 Fifth Avenue, New York from the bankruptcy estate of Rock US Holdings for $93.5 million including the acquisition loan and a construction loan for improvements; the resolution of various operating issues after acquisition; and the 2013 sale of the property to Clarion for $230 million.

Represented Kaufman Organization and affiliates in the joint venture agreement with Lubert Adler Management, and served as lead counsel for the venture in the purchase of an 11-story, 115,000-square-foot office building at 27 West 24th Street, located between Broadway and Avenue of the Americas, in an all-cash transaction valued at $55.5 million.
Represented the purchaser of the iconic Mobil Building at 150 East 42nd Street, including securing a $700 million loan from Morgan Stanley Mortgage Capital Holdings to complete their acquisition of the leasehold position. The deal included a 99-year ground lease extension with the land owner, purchasing the existing leasehold from Hiro Real Estate, and creating a sub-leasehold condominium to accommodate Mt. Sinai Medical Center. Several Olshan practice groups represented the buyers in the transaction: Tax & Planning, Real Estate and Corporate/Securities.
Represented Madison Equities in a joint venture with Extell for the acquisition and development of the new W Hotel in Times Square.
Represented Madison Equities in the joint venture agreement with Boston Properties and served as lead counsel for this office building assemblage on Manhattan's 8th Avenue consisting of nine lots, two air rights parcels and three different sellers for more than $200 million.
Represented Kaufman Organization as an investor in a joint venture deal to acquire a Long Island city warehouse occupied by the New York City Housing Authority.
Represented Kaufman Organization in a joint venture with the private equity real estate firm KBS Real Estate Advisors and acted as co-counsel for the venture in connection with the purchase and as sole counsel for the venture in the subsequent sale of this office and retail building in Manhattan's SoHo district.
Regularly represent owners and developers in joint venture arrangements with insurance companies, investment funds and other industries. Our clients have partnered with Principal Life, Goldman Sachs, Invesco, KBS and many others.