How Minimum GP Co-Investment Requirements Work in Real Estate Fund Structures
A real estate sponsor is in the middle of a first institutional raise. The fund’s strategy is compelling, the track record is credible, and…
Read moreInsights on Real Estate Capital
Legal updates on real estate syndications, fund formation, and tokenized offerings under U.S. securities law.
Conflict Approval Procedures for Fund Sponsors: Building a Framework That Works Before the Problem Arrives
A real estate fund’s LP advisory committee (LPAC) is asked to approve a transaction in which an affiliated entity will provide property management services…
Read moreConflict of Interest Disclosure: What Investment Advisers and Fund Sponsors Must Tell Investors and How
On August 29, 2025, the SEC charged Vanguard Advisers with failing to adequately disclose conflicts of interest in its Personal Advisor Services managed account…
Read moreCompeting Funds and Side Vehicles: Managing Conflict Risks Across a Real Estate Sponsor Platform
A real estate sponsor manages a flagship value-add fund with three years left in its investment period. It also manages a separately capitalized opportunistic…
Read moreAllocation of Investment Opportunities Among Affiliates: Fiduciary Obligations, Disclosure Requirements, and the Governance Framework That Protects Both
A real estate investment adviser manages two affiliated funds. Fund I is in its fourth year, past its investment period, with limited capital available…
Read moreUsing Due Diligence Questionnaires to Strengthen Sponsor Disclosures in Real Estate Offerings
In September 2023, the SEC charged Prime Group Holdings LLC, a private equity firm focused on self-storage real estate, with failing to adequately disclose…
Read moreMaterial Changes in a Real Estate Offering: How Sponsors Identify What Must Be Disclosed
Most real estate sponsors understand, at least in principle, that the PPM cannot be misleading. What is harder in practice is knowing when a…
Read moreUpdating Offering Documents Mid-Raise: When Amendments Become Necessary and How to Execute Them
A real estate sponsor launches a value-add apartment offering in January. The PPM reflects the deal as it was underwritten: a floating-rate bridge loan…
Read moreDisclosure Controls for Real Estate Sponsors: Building a Process That Can Withstand Scrutiny
In fiscal year 2025, the SEC filed 456 enforcement actions and obtained orders for monetary relief totaling .9 billion. The agency’s stated enforcement priorities…
Read moreSubscription Document Packages for Real Estate Offerings: How the Pieces Fit Together
A real estate sponsor prepares to close the first tranche of a new offering. The PPM is polished, the property analysis is thorough, and…
Read morePPM Drafting for Real Estate Syndications: What Sponsors Get Wrong and Why It Matters
A real estate sponsor shows an investor a well-produced pitch deck. The property is a value-add multifamily acquisition in a growing submarket. The projected…
Read moreDelegation of Authority to the Management Company: Building the Framework That Actually Works
A real estate fund closes its second institutional raise. The GP entity sits at the top of the governance structure. The management company employs…
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