Tokenizing Tax Lien Certificates
Are You Running an Unregistered Investment Company? A property tax lien is a lien on real estate. The Investment Company Act excludes companies primarily…
Read moreInsights on Real Estate Capital
Legal updates on real estate syndications, fund formation, and tokenized offerings under U.S. securities law.
Tokenizing a Music Catalog
Is the Token a Note or an Equity Interest? Ask a sponsor whether a tokenized royalty offering is debt or equity and you get…
Read moreThe CLARITY Act Just Failed. If You Tokenize Real Estate, It Was Never Your Bill
Your feed is full of people telling you that US crypto regulation died on Tuesday afternoon. Bitcoin dropped. Coinbase and Circle sold off. Bernstein…
Read moreTokenizing Mineral Rights
A sponsor came to me with a mineral deal and a securities memo written for a different asset class. He had assembled royalty interests…
Read moreTokenizing Carbon Credits
On October 2, 2024, three federal agencies filed actions arising out of the same carbon credit facts. The CFTC charged fraud in connection with…
Read moreSelling Fractional Digital Deeds on a Single-Family Home
A client called last month with twelve rental houses in one Texas submarket. He wanted to split each house into a thousand fractional interests,…
Read moreAppraisals, Fairness, and Valuation Disclosure in Digital Real Estate Securities
A property appraisal and the fair value of the security an investor holds are related but not equivalent. The appraisal estimates what the building…
Read moreMark-to-Market Problems in Tokenized Real Estate Investments
A tokenized real estate offering that publishes a live price on its investor dashboard is not necessarily offering mark-to-market pricing. It may be displaying…
Read moreCan Tokenization Support Staged Closings and Tranche-Based Capital Raises?
Yes, tokenization supports staged closings and tranche-based capital raises. What it does not do is replace the legal framework that governs them. Every offer…
Read moreWaterfall Complexity in Multi-Class Tokenized Real Estate Offerings
The distribution waterfall is where multi-class tokenized real estate offerings fail most often, and most expensively. Not because sponsors draft the wrong priority order,…
Read moreFee Design in Tokenized Real Estate Vehicles: Acquisition, Asset Management, and Exit Fees
Tokenization does not simplify fee disclosure in a real estate offering. It complicates it, because the same offering now contains traditional real estate compensation…
Read moreThe Label Is Not the Rights: Senior Debt, Mezzanine Debt, and Preferred Equity in Tokenized Real Estate Capital Stacks
A token labeled “mezzanine” is not mezzanine debt. A token labeled “preferred” does not automatically provide preferred equity protections. And a token described as…
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