Raising Money for Real Estate Deals: The Securities Rules, the Documents, and What Happens When the Deal Goes Sideways

Sean Tate, Founder | Tate Law Group

Sean Tate is a corporate and real estate attorney and the founder of Tate Law Group, a boutique transactional law firm based in Dallas, Texas. His practice focuses on real estate transactions, mergers and acquisitions, and private capital. He represents real estate sponsors, investors, entrepreneurs, and family offices in business and investment matters. His experience also includes work for Fortune 500 companies, national restaurant and fitness brands, a major healthcare system, and leading commercial real estate firms. Mr. Tate combines transactional legal experience with a background in business development and private investment. His work includes structuring transactions, advising on investment arrangements, and helping clients address the legal and commercial considerations involved in raising and deploying private capital.

• Education & Credentials

Mr. Tate earned his Juris Doctor from the University of Texas School of Law and has been licensed to practice law in Texas since 2013. During law school, he worked with early-stage companies on business plans and investor presentations that helped raise millions of dollars in capital. He also served as Chief Legal Officer for ventures operating under venture capital mentorship. Before founding Tate Law Group, Mr. Tate practiced in the corporate and real estate groups of large law firms, developing experience in transactional matters and commercial real estate.

• Recognition & Leadership

Mr. Tate’s perspective on the commercial real estate market and its investment environment has been featured in The Wall Street Journal and The Real Deal. His professional leadership includes serving on the TREC Community Investors Leadership Board and as Co-Chair of the Red Bird Public Improvement District.

• Professional Involvement

Mr. Tate serves on the TREC Community Investors Leadership Board and is Co-Chair of the Red Bird Public Improvement District. These roles reflect his involvement in community investment and real estate development initiatives in the Dallas area. His professional perspective on commercial real estate and investment markets has also been featured in The Wall Street Journal and The Real Deal.

• Experience

Mr. Tate’s practice centers on corporate transactions, commercial real estate, mergers and acquisitions, and private capital. He represents sponsors, investors, entrepreneurs, and family offices, advising on transactional structures and investment arrangements. His client experience includes Fortune 500 companies, national restaurant and fitness brands, a major healthcare system, and commercial real estate firms. During the multifamily real estate boom, Mr. Tate served as lead counsel at a securities-focused practice, where he structured private securities offerings under Rules 506(b), 506(c), and 504 for real estate sponsors raising capital from private investors. Following the increase in interest rates and tightening of credit conditions after 2022, he gained direct experience evaluating how offering documents, operating agreements, and floating-rate debt performed under changing market conditions. This work informs his understanding of the legal and financial considerations facing real estate sponsors and investors. Earlier in his career, Mr. Tate practiced in the corporate and real estate groups of large law firms. His experience working with early-stage ventures, advising on capital raises, and representing established businesses and real estate investors provides a foundation for his current transactional practice.

SESSION 1 – Raising Money Legally (Rules, Exemptions, and the Offering Documents) | Sean Tate | 2:30pm – 3:30pm

When a client says it wants to “bring in some investors” for a property acquisition, the lawyer’s first job is to recognize that the client is about to sell securities. This session explains why passive investment in a sponsor-controlled real estate deal is a securities offering. It then walks through the exemptions sponsors rely on, with a focus on how to choose between Rule 506(b) and Rule 506(c) based on the client’s investor relationships, marketing plans, and investor base. Regulation Crowdfunding, Regulation A, and intrastate offerings are covered briefly, so attendees can recognize when they fit. The session then covers the documents that make up a typical syndication, how sponsor compensation is disclosed, and how the choice between a Texas and a Delaware entity affects drafting. It closes with the compliance mistakes that most often create exposure for sponsors and their counsel.

BREAK | 3:30pm – 3:40pm

SESSION 2 – When the Deal Stops Performing (Capital Calls, Rescue Capital, and Sponsor Removal) | Sean Tate | 3:40pm – 4:40pm

This session follows the offering documents from Session 1 into a distressed deal. It briefly explains the market conditions that put many recent syndications under pressure. It then examines how capital call and additional contribution provisions work in practice, including mandatory versus voluntary contributions, notice mechanics, and dilution and member-loan formulas. It addresses rescue capital, including preferred equity and sponsor-funded rescues, and explains why a rescue round is itself a new securities offering, with its own exemption, disclosure, and conflict-of-interest issues. The session then covers removal-for-cause and removal-without-cause provisions, along with lender key-principal and guaranty requirements that can make a sponsor difficult to remove. A real removal dispute illustrates these points. It closes with practical drafting lessons for capital call, removal, fiduciary duty, and dispute resolution provisions in future offerings.