Rolling Closings in Private Offerings: Legal and Operational Considerations
A rolling closing structure is often described as an investor-friendly feature of a private offering, and in one sense that is accurate. Giving investors…
Read moreInsights on Real Estate Capital
Legal updates on real estate syndications, fund formation, and tokenized offerings under U.S. securities law.
Subscription Closing Mechanics in Real Estate Syndications
The wire hits the escrow account on a Tuesday afternoon. The purchase and sale agreement has a hard closing deadline on Thursday. The sponsor…
Read moreInvestor Accreditation Workflows: Practical Documentation and Process Design
Here is a question most real estate sponsors cannot answer precisely: if the SEC sent an examination request tomorrow asking how you verified each…
Read moreHow to Handle Investor Suitability Reviews in Private Real Estate Offerings
Most real estate sponsors know they cannot admit unaccredited investors into a Rule 506(c) offering. Fewer understand that admitting an accredited investor into the…
Read moreWhat Sponsors Should Collect During Investor Intake in Real Estate Syndications
A real estate sponsor finishes a two-year fundraise. The offering closed with thirty-two investors. Several months after the final close, the fund’s administrator prepares…
Read moreRisk Disclosure for Construction, Lease-Up, and Refinance Uncertainty in Real Estate Offerings
A ground-up multifamily development offering presents a three-phase business plan. Phase one is construction: a 22-month build on a fully permitted site with a…
Read moreDrafting Use-of-Proceeds Language for Real Estate Capital Raises
A real estate investor commits 0,000 to a value-add multifamily syndication. The PPM’s use-of-proceeds section reads, in its entirety: “Proceeds of this offering will…
Read moreForward-Looking Statements in Real Estate Offerings: Where Sponsors Get Exposed
A real estate sponsor is presenting a value-add multifamily offering to a group of investors. The pitch deck includes a waterfall showing a projected…
Read moreHow to Document Sponsor Track Record Without Creating Securities Risk
A real estate sponsor is preparing for an institutional raise. The acquisition team spent three months assembling a track record package covering eighteen deals…
Read moreThe Most Common GP Operating Agreement Disputes in Real Estate Firms and How to Prevent Them
Two principals co-found a real estate investment firm. They raise their first fund together, close several acquisitions, and build a track record. The relationship…
Read morePriority Access to Co-Investment Rights: What the Documents Must Say and Why Vague Language Creates Disputes
An institutional LP commits million to a real estate fund at the first close. During the negotiation, the sponsor agrees to provide priority…
Read moreFailure to Fund GP Capital Contributions: Legal Consequences, Governance Impact, and Structural Protections
A real estate fund is eight months into its investment period. Three acquisitions have closed. The fund’s LP advisory committee receives a notice from…
Read moreHave a deal that needs structuring?
Get counsel specific to your offering. Schedule a consultation with Jason Powell.
Or reach directly