Most sponsors start raising before they are legally ready
Talking to investors too early
Sponsors describe the deal and expected returns before any exemption is in place. By the time they call us, the deal already has a compliance problem baked in.
Recycled offering documents
Documents borrowed from another sponsor's raise almost never match the new deal's economics or structure. They create liability nobody sees until a lender, auditor, or investor does.
One early conversation prevents both.
From entity formation to fund governance
We structure the legal side of real estate capital raises so sponsors can focus on the deal.
Real Estate Syndication
Single-asset capital raises built around your specific deal, not a template from someone else's.
- Exemption strategy: We determine whether 506(b), 506(c), Regulation A+, Regulation S, or Regulation CF fits your investor base and marketing plan, then build the structure around that decision.
- Entity formation: Issuer entity, sponsor entity, manager/GP entity, and any SPVs required for the capital stack.
- Offering documents from scratch: Private placement memorandum, LLC agreement, limited partnership agreement, investment management agreements, and subscription agreements, each drafted to match your deal economics, not adapted from a prior raise.
- Promote, waterfall, and investor economics: We design the preferred return, sponsor promote, and distribution waterfall alongside you, flagging structures that will be hard to administer or will not survive a downside scenario.
- Regulatory filings and compliance: Form D submissions, investor disclosures, capital call documentation, and Blue Sky/state securities filings coordinated wherever your investors are.
Real Estate Fund Formation
Multi-asset vehicles for sponsors who have outgrown single-deal raises and need a structure that scales with their deal pipeline.
- Fund design: Closed-end, open-end, semi-specified, blind-pool, and co-GP structures matched to your acquisition strategy and investor expectations.
- Fund documentation: Private placement memorandum, limited partnership agreement and LLC agreement, side letters, management agreements, and subscription documents drafted for institutional-grade governance.
- Carried interest and fee structures: Promote, waterfall, management fees, and expense allocations designed to withstand LP scrutiny and due diligence.
- Regulatory navigation: Investment Advisers Act, Investment Company Act, ERISA, and broker-dealer compliance counseling so the fund operates within the right exemptions from day one.
- Capital raising support: Marketing material review, placement agent agreements, and investor onboarding frameworks.
- Lifecycle counsel: Amendments, capital calls, investor communications, follow-on raises, recapitalizations, and dispositions as the fund matures.
Built for sponsors who plan to raise more than once
Our best work is for real estate sponsors, developers, and investment managers who are serious about raising capital the right way and intend to do it more than once. The common thread is a client who sees legal structure as part of building a durable platform, not a box to check at closing.
That includes first-time syndicators who want to start with a clean, defensible structure, experienced operators scaling from one-off syndications into funds, and growing platforms adding vehicles to their pipeline.
Deal Size
Lower seven figures through ~$1B.
Geography
National practice. Licensed in TX, WA, OR, and ID. Based in Austin.
Who we do not take on
Deals where the sponsor wants to raise first and paper it later. Structures built to evade registration rather than comply with an exemption. Clients unwilling to make required disclosures to investors.
What to expect
We quote timing, scope, and cost on the first call. No vague answers. A sponsor cannot plan a raise around uncertainty, so we do not create any.
You get direct answers early
Every new prospect asks some version of the same three questions: Which exemption should I use, and can I advertise? How long until documents are ready? What will this cost? We answer all three on the first call.
We shape the economics, not just the paperwork
We structure and negotiate the promote, waterfall, preferred return, and governance terms. We flag splits that are hard to administer and fees likely to draw investor pushback. Sponsors who only want a scrivener can find one cheaper.
Closing is the beginning, not the end
We handle amendments, capital calls, investor communications, follow-on raises, recapitalizations, and dispositions. 95% of clients come back for a second engagement. Most stay for many more.
The Attorney
Jason Powell
- Co-author, The Lawyer's Guide to Raising Capital for Business People
- Author, The Real Estate Syndication and Funds Handbook (forthcoming)
- Licensed in Texas, Washington, Oregon, and Idaho
In-house GC background
Served as general counsel to two companies before private practice. Thinks about cost, timing, and operational reality, not just legal risk in the abstract. When he drafts a waterfall, an operating agreement, or an investor disclosure, he is thinking about how it reads to a lender, an auditor, a frustrated investor, and a future buyer, not just whether it satisfies the rule.
Outside general counsel across deals
The person clients call between raises, not just during them. He thinks about the relationship across your deal pipeline, not just one transaction.
Dickinson Wright platform
Full-service national firm behind a single point of contact. Tax structuring, acquisition agreements, lender negotiation, litigation support when needed. Boutique responsiveness, institutional credibility.
Capital raises we've structured for sponsors
Green Single-Family Fund
Real estate fund, green single-family construction.
Multifamily OZ Fund
Opportunity Zone fund, multifamily.
Secured Lending Fund
Private money lending fund, secured real estate lending.
Vacation Rental Portfolio
Regulation A+ offering, single-family vacation rentals, public-investor access.
Mobile Home Park Fund
Purchase and operation of mobile home parks.
Apartment Acquisition
Multifamily offering, acquisition and operation of apartment properties.
Frequently asked questions
When should I engage securities counsel in my raise? +
Can I reuse offering documents from a previous deal or another sponsor? +
Which exemption should I use? +
How long does it take to get offering documents ready? +
What documents will I receive? +
Do you advise on deal economics or just document them? +
Ready to structure your next raise?
Schedule a 30-minute discovery call. We will scope the deal, identify the right exemption, and give you a clear timeline and cost estimate.
Backup contact: jpowell@dwlaw.com · 512-567-5308