GP Capital Contributions: How Much Skin in the Game Is Enough?
There is a telling asymmetry in how most real estate fund conversations unfold. LPs spend considerable time evaluating the sponsor’s acquisition capabilities, asset management…
Read moreInsights on Real Estate Capital
Legal updates on real estate syndications, fund formation, and tokenized offerings under U.S. securities law.
Manager Authority vs. Token Holder Rights in Digital Real Estate Structures
Investors in tokenized real estate often believe that owning a token means owning a piece of the decision-making. The answer, in almost every U.S.…
Read morePreparing for SEC Scrutiny in a Tokenized Real Estate Offering
A tokenized offering does not receive a lighter securities law analysis because the asset is on a blockchain. The SEC’s position is substance over…
Read moreWhat a Fully Digital Commercial Real Estate Closing Could Look Like
A fully digital commercial real estate closing is not a single product or a single platform decision. It is a stack of legal authorizations,…
Read moreERISA Plan Asset Risks for Real Estate Fund GPs and Management Companies
Consider a real estate fund manager who has successfully built a track record and is ready to raise an institutional fund. A pension fund…
Read moreBroker-Dealer Risk for Real Estate Sponsors Receiving Transaction-Based Compensation
A real estate fund manager who raises capital directly from investors is doing something that looks, in important respects, like what a registered broker-dealer…
Read moreDesigning a Compliant Tokenized Real Estate Fund
Tokenization can make a real estate fund easier to distribute, administer, and track. It does not exempt the offering from securities law, does not…
Read moreWhen Does a Real Estate Fund’s Management Company Need to Register as an Investment Adviser?
A real estate fund manager who has spent years sourcing, acquiring, and operating commercial properties might reasonably assume that investment adviser regulation does not…
Read moreCommon Legal Pitfalls in Real Estate Tokenization Structures
The hardest problems in tokenized real estate are not technical. They involve how the token connects to the underlying title, how the governing documents…
Read moreBalancing Cash Compensation vs. Back-End Promote in Real Estate Fund Structures
A real estate sponsor negotiating the economics of a new fund faces two distinct pressures pulling in opposite directions. The first is operational: the…
Read moreWhat Sponsors Get Wrong About Tokenized Real Estate Offerings
Tokenized real estate is being marketed as faster, cleaner, and more investor-accessible than traditional syndication. Some of that is true. A great deal of…
Read moreFee Streams in Real Estate Syndications: What Sponsors Earn and What Investors Should Understand
A real estate investor once described reviewing a syndication offering document as similar to reading a restaurant menu written in a foreign language. The…
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