Practice areas / Real Estate Law
Real Estate Law · Miami
Investing as an LP in a syndication? Know what you're actually signing.
Most limited partners don't come from a real estate background; the sponsor does. We review the PPM, the operating agreement, and the fee structure so you know what you're actually agreeing to before you wire your capital.
Who this is for
Built for the people writing the check, not running the deal
- →Limited partners investing in a sponsor-led syndication
- →Investors evaluating a PPM or operating agreement before committing capital
- →LPs facing a capital call and unsure of their rights
- →Family offices allocating across multiple sponsor-led deals
Representative matter
View all matters →Represented LPs in a syndicated, value-add student housing investment.
Common questions
What LPs ask first
What is a PPM, and should I have a lawyer review it before investing?
+
A Private Placement Memorandum discloses the deal terms, risks, and sponsor's fee structure. It's written by the sponsor's counsel to protect the sponsor. Having your own counsel review it before you invest is how you find out what you're actually agreeing to, not just what the summary deck says.
What is a capital call, and what happens if I can't fund one?
+
A capital call is a sponsor's request for additional LP capital after the initial investment, usually for unexpected costs or a shortfall. What happens if you can't fund it varies entirely by the operating agreement. Some are lenient; some dilute your interest well beyond a dollar-for-dollar basis. This is one of the first things worth reading closely, before you're the one facing the call.
What is a waterfall structure, and how does it affect my return?
+
It's the order in which profits get distributed between LPs and the sponsor, typically a preferred return to LPs first, then a split that increasingly favors the sponsor as returns rise. The exact breakpoints and the sponsor's promote can meaningfully change what actually reaches you as an investor.
Do I have any rights as a limited partner if the sponsor underperforms?
+
It depends entirely on what the operating agreement gives you: removal rights, major decision approval, reporting requirements. Most LPs have far less control than they assume, which is exactly why it's worth understanding those terms before you invest, not after something goes wrong.
I'm not a real estate professional. Do I need to understand every term before investing?
+
You need someone who does. Most LPs aren't expected to be real estate experts; that's the sponsor's job. But someone on your side should read the PPM and operating agreement with your interests in mind, not the sponsor's.