We provide comprehensive advice on the structuring and implementation of real estate joint ventures, syndications, and funds and pooled investments.
- Formation of ownership, investment, and management vehicles for joint ventures, syndications, and fund investments
- Advising on critical issues such as choice of entity and jurisdiction, contributions, funding, allocations and distributions, governance and management, capital call protocols, distribution waterfalls, dispute resolutions, and exit strategies
- Preparation of governing documents, including operating agreements, partnership agreements, shareholder agreements, contribution agreements, and development agreements, management agreements, and vender contracts
- Advising on the appropriate exemptions from registration of an offering and sale of equity or debt securities with the Securities and Exchange Commission (SEC) and state security regulatory agencies
- Preparation of syndication offering documents for the unregistered offering and sale of securities under Section 4(a)(2) of the Securities Act of 1933, as amended (Securities Act) Rule 504 of Regulation D of the Securities Act, and Rules 506(b) or 506(c) of Regulation D of the Securities Act, including investor questionnaires, private placement memorandums, subscription agreements, SEC Form D and state Blue Sky filings, purchaser representative questionnaires, third-party accredited investor verification letters, and bad actor disqualification verifications and waivers