The Developer's Brief
Writing for developers, institutional investors, and the lawyers who close their deals. Practical, opinionated, and as short as the topic will allow.
A drafting case study: an operating agreement whose two dissolution provisions set different approval thresholds ("greater than 80%" versus "at least 80%") measured against different defined terms, and how to draft the threshold cleanly.
What makes an instrument a conveyance in Texas and Missouri, where the two states diverge on description, correction, and boundary agreements, and how each treats an instrument that conveys without being titled a deed.
Part three of the sponsor-side 4% LIHTC term sheet series: the four capital-contribution installments, the conditions to funding each, and why the stabilization installment is where the sponsor's leverage is decided.
Part two of the sponsor-side 4% LIHTC term sheet series: the credit sections, the pricing sentence, and the capital adjusters, how they fix what the investor buys and pays, where 2026 pricing sits after the 25% bond test, and the comments worth making.
Part one of a sponsor-side series on the 4% LIHTC equity term sheet in tax-exempt bond deals: why the transaction exists, what the term sheet does within it, and the fourteen components a complete term sheet contains, with an illustrative investor form.
How an investor's negotiated joint venture rights, from removal of the sponsor for cause to step-in management, buy-sell, forced sale, and affiliate transfers, collide with a lender's transfer and control covenants, and the carve-outs and compromises that make those rights exercisable.
A sponsor-side walkthrough of the only recognized federal path for taking 1031 exchange proceeds into a ground-up development outside an Opportunity Zone: tenancy-in-common co-ownership under Revenue Procedure 2002-22, and where it collides with the promoted waterfall, the construction loan, and the general contract.
How a buyer's federal tax analysis under Section 42 works when a low-income housing tax credit project is sold before any building has been placed in service, and how Revenue Ruling 91-38 builds eligible basis for a mid-construction step-in.
The incentive tools available to developers in Texas and Missouri are broadly comparable; the enforcement path — set by different immunity rules — is not.
How Delaware, Texas, and Missouri treat the fiduciary duties of an LLC manager and LP general partner — and how much of that duty each state lets the governing document reshape or eliminate.
A step-by-step map of whether a project's on-site solar (and any battery storage) can claim the Section 48E Clean Electricity Investment Credit under the OBBBA prohibited-foreign-entity rules, and why the credit opinion has become the principal obstacle.
Multifamily developers selling spare electrical capacity to AI operators — what to get right on zoning, utility regulation, and loan covenants in Texas and Missouri.
What Notice 2026-40, the IRS's first OZ 2.0 transitional guidance, means for developers raising and deploying capital across the 2027 seam.
After Tornetta v. Musk and Delaware's legislative response, why Texas has become the better choice for new LLCs and LPs — and what changed in the two governance reforms.
Sponsor-side insert provisions for a qualified opportunity zone business operating agreement that takes OZ 1.0 capital in 2026 and OZ 2.0 capital in 2027: vintage tracking, qualification by vintage, reporting, and protective covenants.
Three jurisdictions, two drafting paths, one objective — treating a four-member sponsor group as a single voting and contracting unit in a five-member LLC. A practitioner's read on Missouri, Texas, and Delaware.
Why a properly drafted as-is clause is a powerful defense in Texas commercial real estate purchases but does materially less work in Missouri — and what the two states share.
Why a lender's non-imputation endorsement request on a loan policy is unusual — and why the policy jacket already answers the underlying question.
A line-by-line walk through the balancing-provision and completion-guaranty mechanics that decide who pays when a construction loan goes out of balance.
Where Opportunity Zones stand in 2026: the 1.0 inclusion deadline, the 50% rural substantial improvement threshold, and what changes when OZ 2.0 goes live January 1, 2027.
A practitioner's primer on standby letter-of-credit law in Texas and Missouri — Article 5, ISP98, the independence principle, and the drafting traps that decide who pays when a draw is contested.
A response to a Missouri Bar Journal article on Delaware Statutory Trusts in § 1031 exchanges — what the article gets right, and the risk-side considerations that deserve more attention.
A CMBS refresher for practitioners — the 2025 reopening, the REMIC/PSA/special-servicer framework, conduit vs. SASB structural differences, and five practice tips for the next deal.
Discover how Section 4.8(3) of the Restatement (Third) and the Uniform Easement Relocation Act give property owners more flexibility to relocate easements. Learn the legal standards, key court decisio
A practitioner's primer on federal securities compliance for private real estate joint ventures — Rule 506, the March 2025 506(c) verification letter, 1940 Act exclusions, and the CTA.
Chapter 100 industrial development bonds — the Missouri mechanism for placing project title with the municipality so a developer secures real property tax abatement and sales tax exemption, and where the PILOT bites.
A developer's guide to temporary construction easements — easement vs. license, the provisions to insist on, and what to negotiate when the grantor pushes back.
How construction-phase mezzanine debt is structured, what the intercreditor agreement actually controls, and what happens to the completion guaranty when the mezz lender takes over.
I prepared a lecture for the National Business Institute titled Basic Documents Related to Financing Commercial Property Acquisitions.
Read my take on tort reform at the link below.
Consider the advice of a man who didn't complete the fifth grade and owned a ranch in Oklahoma — my grandfather, Jack.
"There's an old saying that victory has 100 fathers and defeat is an orphan.
I am a transaction attorney, an investor and a founder.
Today I received an email from a great client and friend forwarding to me an email from another person basically blaming an issue on me.
The Developer's Brief
Occasional dispatches on deal structure, entitlements, and the quiet patterns that move large projects. No filler.
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