Overview
Robinson Bradshaw provides comprehensive legal assistance with respect to the structuring and negotiation of equity and contractual joint ventures, and our attorneys have significant experience in the formation and documentation of limited liability companies.
We have developed a Joint Venture Handbook to assist our clients in considering the major negotiating points involving equity joint ventures, including:
- Pre-formation issues
- Financial obligations and capital requirements
- Cash distribution provisions
- Allocations of profits and losses and other tax matters
- Decision-making (governance and control) and deadlock resolution
- Default remedies
- Transfer restrictions and exit mechanisms
- Venturers as vendors, customers and employees
- Securities offering matters
- Antitrust matters
- Governing law selection
Please feel free to contact us to request a complimentary copy of the Joint Venture Handbook.
A contractual joint venture may involve requirements contracts, joint product development agreements, long-term management arrangements, licensing arrangements and other contractual mechanisms pursuant to which two separate businesses forge a relationship that is stronger than an ordinary vendor/purchaser relationship. We have the capabilities and experience to help our clients in all of these areas.
Our equity and contractual joint venture clients cover a broad spectrum of industries and include health care providers, private equity investors, sports and entertainment clients, and real estate developers. We involve lawyers with industry experience as required for any joint venture.
Experience
Health Care
- Serve as lead counsel to an international public health care company in the closing of hundreds of joint venture transactions, including dialysis clinic joint ventures, vascular access joint ventures and ambulatory surgery center joint ventures.
- Formed kidney care accountable care organizations in major markets throughout the United States to participate in the CMS Comprehensive Kidney Care Contracting model.
- Represent one of the nation’s largest providers of outpatient medical imaging in joint ventures with hospital systems to develop and operate outpatient imaging centers.
- Represent a clinically integrated network of North Carolina behavioral health providers.
- Represent one of the nation’s largest nonprofit health systems in strategic partnership, co-development and other collaboration arrangements with industry partners, focusing on remote patient monitoring, AI-enabled clinical trial matching, advanced robotics surgical training and other innovative health-tech ventures.
- Represent a nonprofit health system in the formation and operation of a joint venture with a physician group to provide management and governance services to physician practices and pursue value-based arrangements to facilitate care for the patients of such practices.
Real Estate
- Represent real estate developers and private equity funds, private investors, co-developers and landowners in the formation of joint ventures to develop a broad range of properties throughout the Southeast. Project types include residential developments, commercial office complexes, industrial and distribution facilities, regional malls, power centers and mixed-use sites.
- Represent developer of “build to suit” distribution facilities across the United States for a Fortune 50 company, which includes an exit component upon completion of the facilities.
- Represent developer of Markley + Main, a mixed-use development located in an opportunity zone in Greenville, South Carolina, that includes 277 apartment units, commercial space and a 559-space parking garage.
- Represented the sponsor and co-manager of The Townes at Millstone Village, a development of 304 multifamily units and 133 townhomes in downtown Kannapolis, North Carolina.
- Served as legal counsel for a national health care provider in real estate joint ventures for a medical school and research campus in Charlotte, North Carolina.
- Serve as lead counsel to a real estate investment company in real estate joint venture transactions for multifamily residential, single-family residential, retail, office and industrial projects throughout the southeast United States.
- Serve as legal counsel for an asset management firm in their work on behalf of a pension plan in real estate joint venture transactions for multifamily residential and other projects in the southeast United States.
Sports & Entertainment
- In two separate transactions, reorganized Roush Racing, first creating the Roush Fenway Racing joint venture in a transaction with Fenway Sports Group, and then creating Roush Fenway Keselowski Racing in a joint venture with NASCAR driver Brad Keselowski.
- Reorganized Evernham Motorsports and created the Gillett Evernham Motorsports joint venture in a transaction with the Gillett family.
- Formed a joint venture between two major competitors in NASCAR racing for the sharing of information regarding, and the joint development of, racing engines for NASCAR Nextel Cup series race cars.
- Represented a party in connection with a joint venture in connection with a major INDYCAR Series race team.
- Represented a player agency in joint ventures with several other agencies to create an NFL player representation agency and a major league soccer player representation agency.
- Worked with various NASCAR race teams in connection with joint ventures to field individual race teams.
