The documents that govern the relationship between a sponsor and its capital. Fiduciary duty across Delaware, Texas and Missouri, voting and approval thresholds, securities compliance in a syndicated raise, and the loan-document points an investor negotiates alongside the venture agreement.
6 pieces
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.
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.
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.
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.
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.
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.
The Developer's Brief
Occasional dispatches on deal structure, entitlements, and the quiet patterns that move large projects. No filler.
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