When we represent investors in a real estate transaction, we are involved from the beginning, structuring the investment in an efficient manner while taking into account governance, tax, financing and liability issues.

We understand that different parties in a transaction have different goals and bring distinct expertise to the table. Our advice is tailored to the roles and objectives of our specific clients. We are regularly called upon to act for both financial sponsors and managers/developers. We understand the issues from all angles, which enables us to address the concerns of each party and develop win-win scenarios to get deals done.

We have experience representing project sponsors, who bring financial and organizational backing to investments and transactions, to structure and document the transaction as well as all of the upstream agreements which are essential to a smooth execution. We craft joint venture agreements, partnership and co-ownership documents, as well as a myriad of other ownership structures. Our involvement is not limited to putting structures in place, as we also anticipate key issues that require careful consideration in sophisticated investments.

Our expertise can benefit clients in structuring governance mechanisms, major decisions, liquidity and transfer provisions and exit strategies to ensure the investment's liquidity and marketability.

Fasken Martineau's lawyers are experts at drafting documents to include cash-call clauses, dilution mechanisms, distribution mechanisms, cash waterfalls and promote mechanisms to protect investor's preferred returns while incentivizing operating partners to deliver value. Our agreements are drafted to maximize tax efficiency by acknowledging investors' varying tax situations.

We work with our clients to maximize their input in joint ventures, whether as managers or equity sponsors, and aim to propose fair mechanisms which offer appropriate compensation in the event of removal, without jeopardizing the venture's ability to move forward.

We also develop mechanisms to avoid deadlocks amongst investors and prevent the partners' investment from being tied up during protracted disputes.

In short, we do everything needed to ensure the viability of the underlying investment and assist investors in achieving their objectives.

Our Clients

We act for major real estate investors and developers; managers; operating partners; pension funds, financial institutions and lenders; real estate investment trusts (REITs); real estate investment funds and institutional investors; private equity funds and sponsors; insurance companies; crown corporations and public and quasi-public entities; office and retail landlords; major tenants; builders, owners and managers of hospitality properties; and developers of commercial, multi-residential, mixed-use, industrial and office properties.

We are passionate about investing in the future. We encourage start-up companies, whether as owners, investors, operators or developers, and also work with existing blue chip investors and development companies.

Our Expertise

  • Joint venture agreements
  • Partnership agreements, including co-ownership agreements
  • Operating agreements
  • Subscription and contribution agreements
  • Asset and property management agreements
  • Development agreements
  • Investment management agreements
  • Cash waterfalls, promoted and carried interest structures
  • Cash management agreements
  • Transfer, liquidity and exit strategies