Share on LinkedInShare on LinkedIn

ARTICLE · 27 OCTOBER 2010

Valuation Issues in a Buy-Sell Shotgun

Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP
Contributor
Blake, Cassels & Graydon LLP

Blake, Cassels & Graydon LLP

As one of Canada’s top business law firms, Blake, Cassels & Graydon LLP (Blakes) provides...

View firm profile
Explore more from Blake, Cassels & Graydon LLP

One issue arising in the negotiation of a real estate joint venture buy-sell gunshot is that of "dissimilar interests", for instance, if there were favourable or unfavourable financing attaching to the interest of one joint venture participant but not to that of the other, if the interest of one joint venture participant attracted a preferential rate of return, or if such interest carried with it the benefit of equity purchase options at a price less than fair market value.

CanadaReal Estate and Construction
Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP
Author LinkedIn connections

Copyright 2010, Blake, Cassels & Graydon LLP

Originally published in Blakes Bulletin on Real Estate Joint Ventures, October 2010

Dissimilar Interests

One issue arising in the negotiation of a real estate joint venture buy-sell gunshot is that of "dissimilar interests", for instance, if there were favourable or unfavourable financing attaching to the interest of one joint venture participant but not to that of the other, if the interest of one joint venture participant attracted a preferential rate of return, or if such interest carried with it the benefit of equity purchase options at a price less than fair market value. The buy-sell shotgun works well in the valuation of the respective interests of joint venture participants when those interests are similar in nature. Determining such valuation becomes more complex when the interests of the joint venture participants are different. Some mechanism is required in the joint venture agreement to value the various

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

Register for freeORLog in

Related Articles

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

Related Comparative Guides

See more popular content from

Article

Could The Old Ontario Construction Lien Act Still Apply To Your Project? The Court Of Appeal Weighs In

A 2026 Ontario Court of Appeal decision reveals that construction contracts signed years after legislative reforms may still be governed by the old Construction Lien Act if the procurement process began before July 1, 2018. The ruling demonstrates how early project proposals and negotiations can determine which statutory regime applies, regardless of when the final contract was executed or where the project was ultimately built.
CanadaReal Estate and Construction
Miller Thomson
Miller Thomson
Article

Here’s The Drill: Introducing The New CCDC 32 – 2026 Progressive Design-Build Contract

CCDC 32 introduces a progressive design-build framework that allows owners and design-builders to collaboratively develop project scope, budget, and schedule before committing to a final price. Through a two-phase structure with project gates and off-ramp provisions, this standardized contract addresses complex construction projects where requirements cannot be fully defined at the outset. How does this collaborative approach balance flexibility with cost certainty while reshaping traditional roles in const
CanadaReal Estate and Construction
WeirFoulds LLP
WeirFoulds LLP
Article

Canada Imposes Counter-Tariffs On C$27.6-Billion Of U.S. Imports, Effective September 8, 2026

Canada has announced C$27.6-billion in counter-tariffs on U.S. imports, effective September 8, 2026, targeting over 700 product classifications across steel, aluminum, dairy, electronics, and other sectors. The measures represent a dollar-for-dollar response to U.S. Section 338 tariffs, with rates ranging from 15% to 50% depending on the product category. The government has also introduced a C$7.5-billion support package for affected Canadian workers and businesses.
CanadaInternational Law
Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP
Article

Digging Deeper: Canadian Mining Sector Tax Update

Canada’s mining sector is at an important inflection point. Against a backdrop of growing global demand for critical minerals and increased competition for investment capital, the Canadian federal government has recently introduced a series of tax measures designed to encourage investment and strengthen the competitiveness of Canada’s mining industry. For investors, these measures may meaningfully influence the after-tax economics of projects and financing structures across the mining value chain.
CanadaEnergy and Natural Resources
Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP
Article

Fall Forecast: What To Watch In Canada’s Communications Sector

Canada's broadcasting, telecommunications, and satellite industries face significant regulatory changes this fall as Parliament advances key legislation. From the CRTC's implementation of the Online Streaming Act amid U.S. trade tensions to new lawful access requirements for service providers and the establishment of Canada's first space launch framework, these developments will reshape operational requirements across the communications sector.
CanadaMedia, Telecoms, IT, Entertainment
Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP
Article

Snap Election, Strict Rules: Navigating Compliance While Engaging In B.C.’s Provincial Election

British Columbia's snap election on October 24, 2026, brings unprecedented compliance challenges for businesses seeking to engage in policy discussions. With some of Canada's strictest lobbying rules, stringent election financing laws, and new foreign influence regulations all converging during the campaign period, organizations must navigate a complex web of registration requirements, spending caps, and reporting obligations while avoiding significant legal and reputational risks.
CanadaGovernment, Public Sector
Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP
Article

Kalibrate Consent Agreement Targets Third-Party Information Sharing As Abuse Of Dominance

On September 24, 2026, the Competition Bureau (Bureau) announced it had entered into a consent agreement with Kalibrate Canada Inc. (Kalibrate) to address concerns regarding Kalibrate’s collection and distribution of detailed retail fuel data through its Kalibrate Market Intelligence product (KMI). More broadly, the matter signals the Bureau’s willingness to challenge information-sharing arrangements under multiple provisions of the Competition Act (Act), including through abuse of dominance where the intermediary itself is alleged to be dominant.
CanadaAntitrust/Competition Law
Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP
Article

Ontario Proposes Amendments To Streamline Electricity Transmission Development

Ontario's Ministry of Energy and Mines has proposed exempting electricity transmission projects procured by the Independent Electricity System Operator from the traditional leave to construct approval requirement. This regulatory change could significantly streamline the development timeline for bulk system transmission infrastructure, including the pending Toronto Third Line procurement, while maintaining environmental assessment and Indigenous consultation requirements.
CanadaEnergy and Natural Resources
Blake, Cassels & Graydon LLP
Blake, Cassels & Graydon LLP