How developers and investors can structure joint ventures that protect their interests from the ground up.
Large-scale real estate and hospitality projects in Nigeria are frequently structured as joint ventures, bringing together landowners, developers, and investors who each contribute different resources — land, capital, or development expertise — toward a shared project.
While this model can unlock projects that would be difficult for any single party to undertake alone, it also introduces complexity around governance, profit-sharing, and control that must be addressed clearly from the outset.
Most joint ventures are structured through a special purpose vehicle (SPV), with the terms of the relationship governed by shareholders' agreements, subscription agreements, and board charters. These documents should clearly define decision-making authority, capital contribution obligations, and what happens if a party wants to exit the arrangement.
Ambiguity in these founding documents is one of the most common sources of dispute in real estate joint ventures, often surfacing only once a project is already underway.
Raising capital for a joint venture project typically involves a mix of equity contributions and project-level financing, supported by security packages and revenue models that satisfy lenders and investors alike. Structuring this financing in a way that is both bankable and fair to all parties in the joint venture requires careful legal and commercial coordination.
This is especially true where a project involves phased development, requiring financing structures flexible enough to accommodate future capital raises.
Beyond the initial structuring, joint venture partners need mechanisms for resolving disagreements, adapting to changing project circumstances, and eventually exiting the arrangement, whether through a sale, refinancing, or other exit strategy.
STOHB, BUCKNOR & DURSON advises developers, investors, and landowners on structuring real estate and hospitality joint ventures that are built to last — protecting each party's interests while keeping the underlying project commercially viable.
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