Five Points to Keep in Mind if You Invest in Property Joint-Ventures

06 OCT 2023

In response to a growing interest among investors for portfolio diversification, alternative property investment avenues like joint-venture property investments have become more popular and accessible.

Property joint-ventures (‘PJV’) are agreements between two or more parties that create value through property development, acquisition or management. While generating these values, parties also share risks. Historically, PJVs were primarily accessible to institutional and corporate investors due to their substantial capital requirements. Nowadays, they are on demand for real estate investment across sectors.

In this blog post, we will be discussing five key aspects for parties to keep in mind about PJVs.


No or Less Reserved Matters

Reserved matters are clauses in an agreement that cannot be acted upon by directors without the approval of the shareholders.

It might not always be beneficial to overload your PJVs with reserved matters. The more reserved matters you have, the more reliant you become on your shareholders.  In a PJV, a developer would like to minimise the number of reserved matters as much as possible so that no additional shareholder-level approval is required.

This can be achieved by linking approvals to an approved business plan or a development plan. Another way to reduce shareholder involvement is when a matter relates to a group obligation under a transactional document, or an agreement approved under a PJV agreement.

When it comes to reserved matters, what is crucial is that the developer becomes obliged to contact shareholders and seek their approval only in very specific and limited circumstances.

Exit Mechanisms

 Allow parties to exit the PJV. A party or parties involved in a PJV may seek an exit mechanism, such as one that permits an exit after the project’s practical completion or a couple of years after the PJV agreement is executed.

Where such exit mechanisms are provided for in the PJV agreement, the remaining parties to the PJV should be given the option to purchase the interest sold at a price and on terms that are at least as favourable as those offered to the third parties. Further, a reasonable period, such as 30-business days, should be given to the potential purchasers to respond and decide whether to accept the offer. Only if the parties in the PJV reject the offer, should the seller proceed to sell their interests to a third-party.

How much Minority Protection?

A delicate equilibrium in a shareholders’ agreement can be achieved through carefully drafted voting provisions. The higher the percentage required for passing a resolution, the more caution should be exercised to prevent minority shareholders from posing a threat to the business.

This equilibrium is vital to ensure that on the one hand a minority investor does not frustrate the business and on the other hand, majority shareholders are prevented from engaging in unfair conduct.

Under the UK company laws, minority shareholders are already offered some level of protection. For instance, certain resolutions such as amending the company’s articles of association require a special resolution (at least 75% majority). Therefore, such resolutions can sometimes be blocked by the minority shareholders.

Additionally, companies can further determine the protection offered to their minority shareholders by tailoring their articles of association, imposing various thresholds for different types of decisions. For example, they can increase minority protection by requiring a special majority or even unanimity or conversely, reduce it by using simple majority.

Lastly, minority shareholders can be given veto powers courts typically approve such power only when the decision or the action would be detrimental to the company’s creditors. Therefore, the granting of minority shareholder veto powers should be approached with caution.

Regulating the Termination of a PJV

Cross-default clauses are clauses aimed to protect lenders’ interest by ensuring that if a borrower defaults, the lender can benefit from the default provisions outlined in the breached article. This in overall causes a default triggered in one situation to be carried over to another. While these provisions are aimed to safeguard lender’s interest, they lead to a negative domino effect.

In PJVs developers should exercise caution regarding these cross-default provisions, as they can be triggered by defaults under a development agreement.

It is crucial to control and even limit instances that could result in severe financial outcomes. Such as ‘for-cause removals’ that lead to the termination or removal of the development manager, resulting in the sale of the investment property at a low, discounted price. Such for-cause removals in PJVs should only be available when an individual, the development manager, commits offences that result in imprisonment of not less than six-months.


While there might be a limit on how much an investor needs to invest in a PJV, loans should be made available for additional funding when deemed necessary. These loans should be offered at higher interest rates and should be repaid before other payments. The equity percentage of investor parties in the PJV should only be altered, reduced, when they have committed to providing funding but failed to honour their commitments.

Yulia Barnes

Managing Partner

Yulia Barnes is our Managing Partner. She is an experienced solicitor and advises on a wide range of contentious and non-contentious matters for both private and corporate clients.

Experience Yulia started her legal career at a large international Magic Circle firm. She then became a partner at a regional law firm and headed a Dispute Resolution Department. She then moved in-house before starting her own Boutique practice, Barnes Law, with the aim of providing exclusive services to high net-worth individuals and privately-owned businesses. More details can be found on her LinkedIn profile.

Expertise Yulia and her team are widely recognised for their professional and practical approach to matters. She is committed to ensuring that her clients’ objectives are achieved in the most cost-effective way possible.

Approach Yulia has a wealth of experience working with businesses of all sizes: from large multinational corporations to start-ups. She has particular expertise in a hospitality industry, investment funds, private and corporate clients, and focuses on startups and technology-driven companies. Yulia brings the same level of attention to detail, professionalism and a personal touch to every case and client, and truly immerses herself in her clients’ businesses. She prides herself on her problem-solving, commercially astute approach and her track record of partnering with clients to help them achieve their strategic objectives.

Will Moran


Will joined Barnes Law as an Associate Solicitor in Spring 2023, shortly after qualifying in September 2022.

Will works mostly on real estate and corporate/commercial matters. Will enjoys providing advice on transactional matters.

Away from the office, Will can be found reading or playing golf. While he played rugby until university, and rowed throughout his degree, he now tends to watch both from the sidelines. During the winter he can also be found skiing.

Will plans to continue developing his legal skills and experience at Barnes Law, under the expertise and guidance provided by Yulia.

Mark Corran


Mark is an experienced solicitor whose practice areas include intellectual property (IP), IT, data protection and general commercial law.

Mark advises businesses of all sizes – from sole traders to corporations. Among his clients are: clothing and lifestyle brands, restaurants and food suppliers, IT companies, banks, hedge funds and venture capital firms, education providers, medical and pharmaceutical brands.

Outside of his practice, Mark also advises members of the Institute of Directors as part of its Directors’ Advisory Service.

Recent transactions
  • Prosecuting a UK trademark application on behalf of an education provider and representing them in related UK IPO opposition and revocation proceedings;
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  • Advising footwear brands, alternative asset managers and hedge funds on their global brand protection, including overcoming various refusals, representing them in opposition proceedings and settlement negotiations;
  • Representing a central bank in opposition proceedings before the UK IPO;
  • Advising a lifestyle brand concerning trademark clearance and protection, negotiations for a website/app development and maintenance agreement.

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Family Law Adviser

Ioulia has a solid background in family law and offers guidance, clarity, and support to clients during one of their most challenging times in their life.

She advises on all three pillars of separation: divorce, children matters and financial settlements. Ioulia is a member of Resolution and is keen to try to settle matters at early stages.

Ioulia is dedicated to assisting clients and navigating them through their legal matters with clarity and support.

Alex Reidy


Alex joined Barnes Law in September 2023 after finishing his master’s degree in law. Prior to joining Barnes Law, Alex worked in property litigation at Ashfords. Alex assists Yulia on a variety of both contentious and non-contentious matters.

Outside of the office, Alex enjoys reading and hiking. Prior to working in law, Alex was a competitive tennis player.

Alex continues to develop his skills in legal practice under Yulia’s guidance, he plans to sit the Solicitor’s Qualifying Exams (SQE) in 2024.


Mehves Selamoglu


Mehves joined Barnes Law in August 2023, right after graduating from Queen Mary, University of London (LLB Senior Status). As part of her qualification journey, Mehves is currently pursuing her Legal Practice Course (‘LPC’) at the University of Law. She also holds a degree in European Union Law from Maastricht University, Netherlands.

Mehves works closely with Yulia on a variety of contentions matters and also writes Barnes Law’s legal blogs, manages social media accounts and is responsible for marketing.

Outside of work and studies, she enjoys running, tennis and yoga.

Mehves is looking forward to developing her legal skills at Barnes Law.


Julia Podgornova

Investor Relationship Manager

Julia guides clients in making important business decisions based on comprehensive risk assessment and strategy. She supports investors in devising strategies designed to maximise each business’s potential from pre-seed to IPO.

Julia’s particular area of expertise are IT start-ups at different stages. Julia supports business through their fund-raising journey. As an Investor Relations Manager, Julia communicates with investors to facilitate a smooth round and legal part of each transaction.

In her free time Julia enjoys sailing, ballroom dancing, art exhibitions and travel.