On Friday, November 22nd, Columbia Business School welcomed over 80 graduate students from real estate programs at Columbia, NYU, MIT, and Harvard for the 13th annual Coming to Terms: Negotiating Joint Ventures event. Co-hosted by the Paul Milstein Center for Real Estate and the MIT Center for Real Estate, this full-day workshop offered a unique opportunity for students to explore the complexities of structuring and negotiating joint venture agreements—essential skills in real estate investment and development.
The day began with an engaging session led by Tod McGrath (CBS ’84), and Karen Holdridge. Tod is a Lecturer at the MIT Center for Real Estate and Vice President of Finance at Boston Properties, while Karen is an Adjunct Professor at Columbia Business School and Senior Vice President, NY Regional General Counsel at Boston Properties. They outlined key business objectives of joint venture agreements, sharing insights into the priorities and challenges faced by both developers and equity partners. Through role-playing scenarios, they illustrated common points of contention, preparing students for the realities of complex negotiations. Following this session, Tod led a discussion on the importance of partnership structures for allocating profits and aligning interests. Among the key topics introduced in the morning lecture was the Treynor Ratio, a quantitative framework to assess the risk and fairness of a partnership waterfall.
Following a quick lunch break, students transitioned to the case-study component, centered on a hypothetical mixed-use development. Students were divided into pre-assigned teams, assuming the role of either Managing Members (developers) or Investor Members (capital partners). Each received a draft joint venture agreement prior to the event, featuring ambiguous and challenging provisions designed to provoke debate. Teams worked closely with legal counsel from Goodwin Procter, King & Spalding, DLA Piper, Clifford Chance, Goulston & Storrs, Fidelity Investments, BXP, and Corebridge RE Investors. Attorneys helped students navigate the agreement and strategize for the upcoming negotiations. Industry professionals also visited the teams, sharing insights from their decades of experience in negotiating real estate deals.
After this four-hour breakout session, the students were ready for the main event. Representatives from each team were selected to lead a mock negotiation on key topics, including waterfalls, governance, transfers, exit rights, contribution caps, and removal rights. Representatives were permitted a limited number of time-outs to confer with their counsel and teammates, but the negotiations proceeded largely uninterrupted, resulting in fierce advocacy and dynamic exchanges. A panel of senior industry professionals observed the negotiations and provided constructive feedback, highlighting each team’s strengths and areas for growth. Judges included leaders at TMG Partners, The Olayan Group, Related Companies, ProLogis, Leggat McCall Properties, Seven Valleys, Dune Real Estate Partners, Norges Bank Inv. Mgt., The Kaufmann Organization, BXP, Rithm Capital, and Tishman Hotel & Realty.
Following the (sometimes intense) negotiations, students, judges, and attorneys gathered for a well-deserved networking reception. This informal setting allowed students to unwind and discuss broader topics, from market trends to career aspirations. Overall, the event was a tremendous success, leaving participants with a deeper understanding of joint ventures and valuable connections across the industry. The Coming to Terms workshop remains a signature event for Columbia Business School, offering students a unique opportunity to blend academic learning with practical experience, interact with peers from different programs, and learn directly from industry leaders.
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Richard Hays ’25 is an MBA student at Columbia Business School, specializing in Real Estate Finance, and serves as the Co-VP of Education and Case Competitions for the Real Estate Association. Prior to business school, Richard worked at Grayslake Advisors – a real estate-focused economic consulting firm – where he performed financial analysis for high-stakes legal disputes. He graduated from Vanderbilt University in 2018 with a B.A. in Economics.