Real Estate Joint Ventures

Institutional investors, owners and developers in joint venture transactions face a raft of complex issues and market challenges as they invest in real estate across the United States and Europe. Clients count on Goodwin’s comprehensive understanding of the unique relationships and matters that arise during the life cycle of joint ventures, from formation concerns to exit rights. From single-asset developments to stabilized portfolios, clients leverage our multidisciplinary approach to joint venture transactions, integrating expertise from our tax, ERISA, corporate, securities, regulatory, construction and litigation teams. We regularly advise clients on joint ventures that are REIT compliant and/or UBTI sensitive (including “fractions rule”) compliance, as well as a variety of governance and economic structures, including complex promote waterfalls, clawbacks and multi-tiered transactions. Additionally, our European team is experienced in navigating the AIFMD and merger control considerations that can impact EU joint ventures.

Examples include:

  • Structuring, negotiating and governance of joint venture agreements
  • Single-asset and large portfolio acquisitions and dispositions
  • Entity-level investments, roll-ups and recapitalization of existing joint ventures
  • Complex debt transactions 
  • Acquisition and construction financing
  • Preferred equity ventures
  • Workouts, restructurings and other distressed situations
  • Forward-funding and sale and leaseback structures
  • Sale and/or recycling of real estate assets (addressing the needs of both taxable and tax-exempt partners) 
  • Bankruptcy and securities issues
  • Tax structuring
  • ERISA and REIT compliance
Related Practices

Real Estate Industry

Rising interest rates? Falling tenant demand? “High-yield” or “value-added”? Across the global real estate capital markets, how you position yourself with respect to risk and return is critical for maximizing your investments. Whether assessing demographic trends and capital flows or anticipating geographic shifts, Goodwin’s Real Estate Industry Group offers deep market insight and a practical approach to help you make the most of every investment decision – from private fund formation and all types of real estate transactions to REIT and real estate M&A, we excel at what we do.

Read More

Acquisitions + Dispositions

Many of the world’s leading investors turn to Goodwin’s global team of lawyers to serve as transactional counsel on all aspects of U.S. and European commercial real estate investment. Our real estate lawyers structure complex direct and indirect purchases and sales of interests in real estate. On these transactions, Goodwin’s team works alongside investment managers and advisors, fund sponsors and real estate operating companies, as well as a wide range of cross-border investors, including open-ended funds, sovereign wealth funds, national pension funds, banks and ultra-high net worth managers on investment and development opportunities around the world, who are looking to acquire or sell assets or interests in real estate. Our experience encompasses transactions involving a diverse range of property types, including retail properties, offices, medical office and hospital facilities, hotel and leisure properties, industrial properties, and mixed-use assets. 
Read More

Design + Construction

Complex issues exist in every design and construction project, and development project participants rely on Goodwin’s Design +Construction lawyers to help mitigate risk and ensure successful project execution. Experienced, practical advice and representation is provided to owners, developers, investors, lenders and contractors in connection with the design and construction of real estate projects. Our interdisciplinary practice involves lawyers with real estate and litigation expertise who concentrate in this specialized area, along with development, tax, private equity and finance lawyers whose expertise is valuable on complex development projects. The deep and broad experience of our Design & Construction lawyers allow them to efficiently identify issues of concern, provide pragmatic and informed advice, better communicate with development project participants of all types, and effectively represent clients in all aspects of this complex area with a primary focus on advancing the clients’ interests.
Read More

Development + Permitting

Real estate development requires technical expertise and dedication. Building a successful project starts with good working partnerships and Goodwin is committed to guiding our clients from concept to completion of every project. We counsel developers, investors, corporate owners and managers, nonprofit institutions and investors in large-scale projects of all kinds.

Read More

Dispute Resolution

Real estate disputes cause considerable disruption and distraction. Our lawyers work hard to help you avoid them altogether. Goodwin’s team has unparalleled expertise in both keeping clients out of disputes and resolving disputes involving real property interests. Our litigators work closely with members of our core real estate transaction teams spanning numerous industries, including hospitality and leisure, development and permitting, environmental, design and construction, leasing, and REITs to serve our clients’ needs in a seamless manner.
Read More

Finance + Restructurings

Whether the strategy is to cut losses and move on, work through, step back or place bets on the future, Goodwin's real estate finance lawyers are active market participants, creatively guiding clients through the challenges of the various credit markets. We understand the complexities involved in both existing and proposed capital structures and the varying motivations of stakeholders. Our broad and deep experience allows us to counsel clients effectively as they address a variety of financing needs and opportunities in an ever-evolving, and sometimes volatile, market.
Read More

Hospitality + Leisure

The world’s leading hospitality and leisure companies face an evolving market and increased competition which demand exceptional guidance and legal counsel. Goodwin is dedicated to providing best-in-class service to the hospitality and leisure industry, advising both hotel operators, including a number of the major luxury brands and hotel owners and investors on a wide range of matters. We have worked with many of the hospitality industry’s marquee names on some of the largest and most complex deals over the past decade. Our lawyers across the globe have handled hospitality transactions and related legal issues in more than 50 countries, including asset and portfolio acquisitions and dispositions, hospitality company corporate IPOs and M&A transactions, complex structuring relating to REITs and investments by tax-exempt entities, formation of investment funds targeting hotels, financings of all types, development and operational joint ventures project development, including acquisitions, joint ventures, financings, design and construction, hotel management and franchise agreements, retail leasing, food and beverage operations agreements and employment, including union matters. We understand how to navigate cross-border and multi-jurisdictional transactions and how to overcome the challenges presented by diverse legal systems, cultures, conventions, and languages.
Read More

Leasing

Landlords and tenants engage Goodwin’s Leasing practice for comprehensive legal counsel in office, industrial, retail and mixed-use leasing matters. Clients can face a full range of issues in lease transactions, including tax, ADA and environmental issues, as well as the negotiation of architect and construction contracts and subcontracts. Goodwin’s Leasing practice is broad-based in scope, with specialists who have devoted their careers to representing clients in leasing and related transactions efficiently and cost-effectively. Clients count on Goodwin’s insight into how leasing transactions fit in the broader context of real estate investment and corporate operations.
Read More

Investment Funds

Real estate investment managers, ranging from first time fund sponsors to established industry leaders, as well as public REITs, insurance companies and investment banks, depend on Goodwin for the best structure and terms when raising and deploying capital. Our international Real Estate Investment Funds Practice has a reputation as a market leader in advising funds and their sponsors and managers in fund structuring and formation in all key real estate industry verticals. Our work involves U.S., European, Canadian, Latin American and global funds ranging in size from less than $25 million to more than $4 billion. Our lawyers also work with financial institutions, private equity and hedge fund managers expanding their investment funds to include real estate as an investment focus.
Read More

Real Estate Tax

Tax issues often arise when structuring real estate funds, joint ventures, REITs and transactions, particularly when doing so across borders. Our real estate clients turn to Goodwin’s tax experts to help them overcome the hurdles that these issues present. Our tax expertise is at the core of the firm’s real estate transactional practices with dedicated real estate tax experts who are recognized and differentiated by their global industry knowledge, creativity, clarity, and integration with client planning. Working seamlessly with other members of our transaction teams and knowing and understanding a client’s business, allows them to appropriately balance tax considerations and business objectives to achieve the best possible results.
Read More

REITs and Real Estate M+A

When businesses need counsel at the intersection of real estate and the public markets, they turn to Goodwin, a proven leader and innovator. From the dawn of the REIT market in the 1960s through the modern REIT era that began in the early 1990s, our lawyers are the industry vanguard – helping to draft the Real Estate Investment Trust Act of 1960, pioneering the creation of the first public UPREIT structure, and successfully representing issuers in the largest and most complex REIT IPOs to date. Goodwin has been consistently recognized as a leader serving the public REIT market, including in connection with alternative uses of the REIT vehicle, REIT conversions and innovative compensation structures like the modern LTIP partnership unit. As REITs have matured into a mainstream investment with expanded reach around the globe, the industry’s top players continue to rely on our expertise and dedication. And as REITs seek to take advantage of regulatory reforms that broaden their access to capital, such as new exemptions from registration or innovative equity securities, our lawyers are always first on the scene.
Read More
Related Practices
Real Estate Industry

Rising interest rates? Falling tenant demand? “High-yield” or “value-added”? Across the global real estate capital markets, how you position yourself with respect to risk and return is critical for maximizing your investments. Whether assessing demographic trends and capital flows or anticipating geographic shifts, Goodwin’s Real Estate Industry Group offers deep market insight and a practical approach to help you make the most of every investment decision – from private fund formation and all types of real estate transactions to REIT and real estate M&A, we excel at what we do.

Read More
Acquisitions + Dispositions
Many of the world’s leading investors turn to Goodwin’s global team of lawyers to serve as transactional counsel on all aspects of U.S. and European commercial real estate investment. Our real estate lawyers structure complex direct and indirect purchases and sales of interests in real estate. On these transactions, Goodwin’s team works alongside investment managers and advisors, fund sponsors and real estate operating companies, as well as a wide range of cross-border investors, including open-ended funds, sovereign wealth funds, national pension funds, banks and ultra-high net worth managers on investment and development opportunities around the world, who are looking to acquire or sell assets or interests in real estate. Our experience encompasses transactions involving a diverse range of property types, including retail properties, offices, medical office and hospital facilities, hotel and leisure properties, industrial properties, and mixed-use assets. 
Read More
Design + Construction
Complex issues exist in every design and construction project, and development project participants rely on Goodwin’s Design +Construction lawyers to help mitigate risk and ensure successful project execution. Experienced, practical advice and representation is provided to owners, developers, investors, lenders and contractors in connection with the design and construction of real estate projects. Our interdisciplinary practice involves lawyers with real estate and litigation expertise who concentrate in this specialized area, along with development, tax, private equity and finance lawyers whose expertise is valuable on complex development projects. The deep and broad experience of our Design & Construction lawyers allow them to efficiently identify issues of concern, provide pragmatic and informed advice, better communicate with development project participants of all types, and effectively represent clients in all aspects of this complex area with a primary focus on advancing the clients’ interests.
Read More
Development + Permitting

Real estate development requires technical expertise and dedication. Building a successful project starts with good working partnerships and Goodwin is committed to guiding our clients from concept to completion of every project. We counsel developers, investors, corporate owners and managers, nonprofit institutions and investors in large-scale projects of all kinds.

Read More
Dispute Resolution
Real estate disputes cause considerable disruption and distraction. Our lawyers work hard to help you avoid them altogether. Goodwin’s team has unparalleled expertise in both keeping clients out of disputes and resolving disputes involving real property interests. Our litigators work closely with members of our core real estate transaction teams spanning numerous industries, including hospitality and leisure, development and permitting, environmental, design and construction, leasing, and REITs to serve our clients’ needs in a seamless manner.
Read More
Finance + Restructurings
Whether the strategy is to cut losses and move on, work through, step back or place bets on the future, Goodwin's real estate finance lawyers are active market participants, creatively guiding clients through the challenges of the various credit markets. We understand the complexities involved in both existing and proposed capital structures and the varying motivations of stakeholders. Our broad and deep experience allows us to counsel clients effectively as they address a variety of financing needs and opportunities in an ever-evolving, and sometimes volatile, market.
Read More
Hospitality + Leisure
The world’s leading hospitality and leisure companies face an evolving market and increased competition which demand exceptional guidance and legal counsel. Goodwin is dedicated to providing best-in-class service to the hospitality and leisure industry, advising both hotel operators, including a number of the major luxury brands and hotel owners and investors on a wide range of matters. We have worked with many of the hospitality industry’s marquee names on some of the largest and most complex deals over the past decade. Our lawyers across the globe have handled hospitality transactions and related legal issues in more than 50 countries, including asset and portfolio acquisitions and dispositions, hospitality company corporate IPOs and M&A transactions, complex structuring relating to REITs and investments by tax-exempt entities, formation of investment funds targeting hotels, financings of all types, development and operational joint ventures project development, including acquisitions, joint ventures, financings, design and construction, hotel management and franchise agreements, retail leasing, food and beverage operations agreements and employment, including union matters. We understand how to navigate cross-border and multi-jurisdictional transactions and how to overcome the challenges presented by diverse legal systems, cultures, conventions, and languages.
Read More
Leasing
Landlords and tenants engage Goodwin’s Leasing practice for comprehensive legal counsel in office, industrial, retail and mixed-use leasing matters. Clients can face a full range of issues in lease transactions, including tax, ADA and environmental issues, as well as the negotiation of architect and construction contracts and subcontracts. Goodwin’s Leasing practice is broad-based in scope, with specialists who have devoted their careers to representing clients in leasing and related transactions efficiently and cost-effectively. Clients count on Goodwin’s insight into how leasing transactions fit in the broader context of real estate investment and corporate operations.
Read More
Investment Funds
Real estate investment managers, ranging from first time fund sponsors to established industry leaders, as well as public REITs, insurance companies and investment banks, depend on Goodwin for the best structure and terms when raising and deploying capital. Our international Real Estate Investment Funds Practice has a reputation as a market leader in advising funds and their sponsors and managers in fund structuring and formation in all key real estate industry verticals. Our work involves U.S., European, Canadian, Latin American and global funds ranging in size from less than $25 million to more than $4 billion. Our lawyers also work with financial institutions, private equity and hedge fund managers expanding their investment funds to include real estate as an investment focus.
Read More
Real Estate Tax
Tax issues often arise when structuring real estate funds, joint ventures, REITs and transactions, particularly when doing so across borders. Our real estate clients turn to Goodwin’s tax experts to help them overcome the hurdles that these issues present. Our tax expertise is at the core of the firm’s real estate transactional practices with dedicated real estate tax experts who are recognized and differentiated by their global industry knowledge, creativity, clarity, and integration with client planning. Working seamlessly with other members of our transaction teams and knowing and understanding a client’s business, allows them to appropriately balance tax considerations and business objectives to achieve the best possible results.
Read More
REITs and Real Estate M+A
When businesses need counsel at the intersection of real estate and the public markets, they turn to Goodwin, a proven leader and innovator. From the dawn of the REIT market in the 1960s through the modern REIT era that began in the early 1990s, our lawyers are the industry vanguard – helping to draft the Real Estate Investment Trust Act of 1960, pioneering the creation of the first public UPREIT structure, and successfully representing issuers in the largest and most complex REIT IPOs to date. Goodwin has been consistently recognized as a leader serving the public REIT market, including in connection with alternative uses of the REIT vehicle, REIT conversions and innovative compensation structures like the modern LTIP partnership unit. As REITs have matured into a mainstream investment with expanded reach around the globe, the industry’s top players continue to rely on our expertise and dedication. And as REITs seek to take advantage of regulatory reforms that broaden their access to capital, such as new exemptions from registration or innovative equity securities, our lawyers are always first on the scene.
Read More

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Contacts

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David Evans

Chair, European Offices
Partner
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Minta E. Kay

Chair, Real Estate Industry Practice
Partner
View Bio

Dean Pappas

Chair, Los Angeles
Partner
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