How a Delaware Operating Agreement Can Erase the Duty Your Co-owner Owes You
If you own an interest in an LLC, you probably assume your co-owners owe you loyalty and care. You assume they can’t…
The Deeds She Signed Came Back to Bind Her
A Nantucket owner tried to erase her own companies. The record would not let her. The Land Court’s decision in Harshman v.…
Failure to Fund: Default Rules and Contractual Remedies When a Joint Venture Member Does Not Make Its Capital Contribution
Two couples agreed to form an LLC as equal members to develop and operate an upscale restaurant. One couple made its full…
When the Sponsor Stalls: Governance Lessons from Arctaris v. LC Baltimore for Institutional Investors
Institutional capital regularly takes non-managing positions in real estate joint ventures, relying on sponsor execution and structural protections to safeguard the investment.…
Why Capital Partners Need SPE Covenants in the Operating Agreement
Special purpose entity covenants occupy an awkward place in real estate joint venture documentation. The covenants themselves typically appear in the loan…