Extract to table

This degree of contractual freedom is essential for a 50/50 joint venture, where the governance framework must be carefully tailored to balance each party's rights, responsibilities, and protective mechanisms

No entity-level election is required to achieve partnership classification; it applies automatically unless the entity affirm atively elects to be treated as a corporation

Because CBR will be contributing the eight-project portfolio to the JV (with a book value of $90,000,000 and a tax basis to CBR of approximately $34,200,000, resulting in $55,800,000 of built-in gain), the JV must address the allocation of this built-in gain under Section 704(c) of the Code

The Management Committee shall have a Chairperson, whose role shall rotate annually between the CBR designees and the Lumen Ridge designees

CBR shall be entitled to designate the initial Chairperson for the first year of the JV's operations (Year 1 following closing), and the right to designate the Chairperson shall alternate between the members in each subsequent year

The Chairperson shall not have a casting vote or any enhanced voting authority