Articles Posted in Real Estate Financing

Author: Staff

The internet and social media have changed the way people communicate in a vast number of ways. They also offer numerous opportunities—and hazards—for investors. Securities laws and regulations have struggled to keep up with new technologies. A process known as “crowdfunding,” by which individuals and businesses solicit small donations from the general public for specific projects or causes, has become increasingly popular in the past few years. A bill enacted by the U.S. Congress in 2012 allows crowdfunding for investment purposes, subject to various rules. Real estate investors may also now invest in ventures, including real estate syndicates, through crowdfunding platforms.

What Is Crowdfunding?

A typical “crowdfunding” campaign seeks to raise money for a specific project through small contributions. Platforms offered by companies like Kickstarter and GoFundMe allow individuals to contribute via a website or a mobile app. Kickstarter is generally known for creative projects like films, while GoFundMe is known for more charitable causes, like raising money to help pay medical bills.

Contributions to crowdfunding campaigns on this type of platform are not “investments,” since the contributor does not receive equity in the project. Contributors to a Kickstarter project may receive a reward defined in the campaign. For example, people who contribute $20 might get a t-shirt, and people who contribute $50 might get a t-shirt and a poster. Investing through a crowdfunding platform requires compliance with securities laws.

One prominent example of a real estate crowdfunding company is RealtyShares.

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Author: Staff

California real estate investors have many options when deciding where to put their money. This includes a real estate syndicate, in which investors contribute money to a real estate project under the management of a syndicator or sponsor. Since a real estate syndicate investment often involves buying ownership equity in a business entity, such as a limited partnership or limited liability company, state and federal securities laws may be a factor. In order to avoid inadvertent securities law violations, syndicators and investors alike should be aware of the general requirements and exemptions in laws like the federal Securities Act of 1933.

Securities Law Enforcement

Both federal and state laws define “securities” very broadly. In addition to stocks and bonds, the term also includes a variety of “investment contracts.” An investor in a real estate syndicate often entrusts their money to a syndicator, who will handle the actual operations of the syndicate. This type of investment is likely, in many cases, to be an “investment contract” within the meaning of state and federal laws.

At the state level, the California Department of Corporations (DOC) is responsible for enforcing securities laws. The Securities and Exchange Commission (SEC) handles federal securities enforcement. Anyone seeking to sell a security, possibly including an interest in a real estate syndicate, to the public must register with securities regulators. This can be a time-consuming and expensive process, as demonstrated by the overall rarity of companies “going public” by making an initial public offering (IPO) of stock to the public. State and federal laws provide exemptions to these rules, however.

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Author: Staff

Real estate syndicates in California offer investors a way to invest in real estate projects under the management of a syndicator, also known as a sponsor. The syndicate itself may use one of several different business forms under California law, such as a corporation or a limited partnership.

The individual investors own a portion of the syndicate. This raises an important question about state and federal securities laws:  do investments in a real estate syndicate constitute “securities,” which might place them under the jurisdiction of state and federal securities regulators?

The rather complicated answer is that it depends on various factors, including how the syndicate was formed and the role of the investors in its ongoing operations. Determining the answer requires a careful and thorough review.

What is a “security?”

At the federal level, the Securities Act of 1933 regulates the offer, issuance, and sale of securities to the public. It defines “security” to include not only stocks, bonds, futures, and options, but also a wide range of “investment contracts” and other financial transactions.

California’s Corporate Securities Law of 1968 defines “security” in much the same way. It also adds provisions that exempt certain membership interests in limited liability companies (LLC) when the investors are “are actively engaged in the management of the limited liability company.”
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Author: Staff

Real estate syndication involves multiple investors pooling funds and putting them into real estate projects, either to acquire a property completely or as an equity contribution to fund the cost of a project. But there is a great deal of variety in which types of projects are considered real estate syndication, and certain private placements may be heavily regulated.

Sometimes disputes involving real estate syndicate projects are arbitrated before the Financial Industry Regulatory Authority (FINRA), which regulates all securities firms by regulating brokers and brokerage firms and monitoring stock market trade.

In an unpublished 2015 case in a California state appellate court called Stark v. Beaton, a defendant appealed after the court denied his petition to vacate an arbitration award associated with a real estate syndication project. The case arose when the parties submitted the defendants’ claims to expedited arbitration under the FINRA rules.

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