Morning Session: Joint Venture Fundamentals
The day began with a dynamic lecture from Tod McGrath (CBS ’84) and Karen Holdridge, senior leaders at BXP and longtime instructors at MIT and Columbia. They broke down how developers and equity partners think about JV objectives, using role-playing to demonstrate common negotiation friction points. A key topic was the Treynor Ratio, introduced as a way to evaluate risk-adjusted fairness in partnership structures.
The session felt like stepping into an actual deal room. We moved quickly from basic pro rata splits into preferred returns, waterfalls, and real-world twists, like the developer absorbing the first $2 million of overruns but earning it back via a catch-up. Tod connected each structure to capital markets theory, pushing us to consider whether outcomes like a 32% developer IRR versus an 18% investor IRR were truly “fair.” Every tweak to the model revealed something about incentives, alignment, and how risk is actually shared.
Afternoon Prep: Case Study & Strategy
After lunch, students split into developer (Managing Member) and investor (Investor Member) teams to analyze a hypothetical Joint Venture. Using a draft agreement intentionally written with ambiguities, teams worked alongside attorneys from firms including Goodwin Procter, King & Spalding, DLA Piper, Clifford Chance, Goulston & Storrs, Fidelity, BXP, and Corebridge RE Investors.
The prep session felt incredibly hands-on. Sitting with John Mallinson and Jarvis Brown (Corebridge) and Pete Sibilia (Rithm Capital), we debated hurdle rates, promote splits, and contribution caps, all while adjusting waterfalls in Excel. On governance, we tackled executive committee control, manager removal rights, and operating guidelines, issues that determine what actually happens once a project is under way. The coaching was constant and candid: frame every ask, justify every change, and ground everything in risk–return logic. It felt like training for a real institutional negotiation.
The Main Event: Live Mock Negotiations
After several hours of preparation, teams faced off in a timed mock negotiation, presenting positions on waterfalls, governance, exit rights, transfers, and removal provisions. Judges from TMG Partners, The Olayan Group, Related, Prologis, Leggat McCall, Seven Valleys, Dune, NBIM, The Kaufmann Organization, BXP, Rithm Capital, and Tishman Hotel & Realty offered real-time feedback on communication and strategy.
From our investor side, the most tense moment came during the debate over Article 9’s Buy-Sell provision. Developers argued the mechanism could force a sale before stabilization and ultimately prove detrimental, while investors viewed it as a necessary safeguard. The compromise; tying exits to post-completion milestones and keeping Buy-Sell as a backup, made clear how “boilerplate” JV clauses are really about power, timing, and trust.
Evening: Building Community
The day wrapped with a networking reception, where students connected with judges, practitioners, and peers across institutions. The workshop once again proved why Coming to Terms is one of CBS’s most impactful experiential learning programs, combining academic rigor with real-world negotiation practice and direct exposure to industry leadership.
Kyle Thomas '26 is an MBA candidate at Columbia Business School with a focus on real estate investment and development, and a prominent member of the Real Estate Association. Before business school, he founded and operated a UK-based residential investment firm, overseeing acquisitions, asset management, and portfolio growth. He holds a first-class BSc in Economics and Finance from Queen Mary, University of London.