Corporate & Securities

When purchasing a commercial property with existing tenants, buyers often begin and end their due diligence with the rent roll. It shows the current rent, lease terms, and security deposits used to evaluate the property’s income. That information is important, but it does not show every obligation the buyer may assume at closing. By acquiring...

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Private credit built its reputation on speed and flexibility, offering direct relationships to borrowers, fast underwriting, and terms traditional banks could not match. Now that same reputation is colliding with regulators who have decided the asset class deserves a closer look, and the managers caught unprepared are the ones who will pay the price. If you run a...

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In today’s market, fund managers regularly find themselves needing additional capital and thinking they should send a capital call notice to existing investors. This sounds simple, and sometimes this is the right approach, but often what the fund manager wants is not a capital call at all and is actually a new offering. The consequences...

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Signed into law on July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) reshapes the tax landscape for many transactions. The OBBBA is one of the most significant overhauls to the U.S. tax code since the Tax Cuts and Jobs Act of 2017 (“TCJA”). Buried in the headlines are several provisions with real, immediate...

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With lower barriers to fund formation, more accessible technology, and a growing pool of sophisticated investors, the number of first-time fund managers has grown substantially. Generally speaking, this new wave of operators, executives, and investors is good for the market. However, many emerging managers are excellent at identifying deals but less experienced navigating the legal...

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Real estate tokenization has been gaining traction from institutional investors, private equity funds, and property developers, leaving traditional real estate investors and fund managers questioning if they should break into the tokenization space. The draw to real estate tokenization centers on its ability to provide greater liquidity, access, and efficiency than the traditional real estate...

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In 2025, we saw significant regulatory developments for digital assets. The GENIUS Act was signed into law, while the CLARITY Act passed the House and is currently moving through the Senate. Each act aimed to provide a comprehensive statutory framework designed to provide certainty while fostering innovation in the digital asset ecosystem. As a follow-up...

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On November 17, 2025, the Securities and Exchange Commission’s (“SEC”) Division of Examinations (the “Division”) released its fiscal year 2026 examination priorities (the “Report”) reflecting practices, products and services the Division believes present potentially heightened risks to investors or integrity to the U.S. capital markets. These priorities continue 2025’s focus on fiduciary standards of conduct,...

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