In this alert:
- Ropes & Gray Real Estate Group Prominently Featured at IMN’s 2nd Annual Real Estate General Counsel Forum
- Acquiring and Selling Notes: What You Need to Know
- Of Operating Partners and Capital Partners: The Joint Venture Trends a General Counsel Should be Aware Of
- Bad Boy Carve-Outs, Bad Boy Carve-Outs, What You Gonna Do? Evaluating Asset Protection Methodologies, Including Personal Guarantees
- An excerpt from "Bad Boy Carve-Outs, Bad Boy Carve-Outs, What You Gonna Do? Evaluating Asset Protection Methodologies, Including Personal Guarantees"
In light of the economic downturn and recent notable court decisions strictly enforcing the terms of non-recourse carve-out guarantees, operating partners increasingly demand that their capital partners share the risks and liabilities associated with these “bad boy” guarantees. More and more, such risk-sharing arrangements are being documented outside of the joint venture agreement through a separate reimbursement or contribution agreement. Capital partners often insist that this backstop only applies when such liabilities do not result from the operating partner’s bad acts, or result from external events or circumstances beyond the operating partner’s control.
Please see full alert below for more information.
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