Amy Wan, founder & CEO, Bootstrap Legal  shares some crucial Do’s and Dont’s that will help syndicators work within SEC guidelines

This informative show starts off with Amy comparing the Pros & Cons of a GP/LP structure to a LLC. Which is the best structure for syndicators, and why? Amy dispels some common misconceptions. Next, you will learn how the Howey Test is used for determining if an asset can be considered a security.

We also discuss the legal repercussions of flouting SEC rules. What are some of the important SEC rules that you should be aware of? And can you really be barred from the real estate industry for flouting rules? Amy shares some must-know information that will be really interesting to people who are currently (or planning to be) in the syndication business.

You will also learn the THREE basic types of syndication structures, and the Pros & Cons of each structure. Which is the right syndication structure for you? Tune in to find out.


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Time Stamped Show Notes:


  • 00:00 – Check out the first and leading investor management software platform for CRE owners and real estate firms, IMS
  • 01:42 – Whitney introduces Amy to listeners
  • 02:42 – GP/LP vs. LLC – which is the best syndication structure, and why?
  • 05:32 – Considerations for putting together a succession plan for a GP/LP structure  
  • 07:08 – Are legal requirements more flexible for a GP/LP structure? Amy dispels a common misconception   
  • 07:48 – Amy recalls an real-life incident, and shares how the Howey Test came into being
  • 08:45 – What is a Howey Test, and what does it tell you?
  • 09:20 – Amy states the FOUR main principles of a Howey Test which help you determine if an asset can be considered a security
  • 11:00 – Amy explains when a syndication structure can be considered as a JV
  • 12:30 – Can you get into trouble for flouting SEC rules?
  • 13:45 – Minimum entities in a real estate syndication
  • 15:23 – How to segregate liability in a real estate syndication
  • 16:05 – THREE basic types of real estate syndication
  • 17:25 – How to conduct due diligence in a real estate syndication
  • 18:15 – Should you structure your syndication as a blind pool?
  • 19:40 – Recommended structure for smaller, single-asset syndicators
  • 22:52 – How to structure distributions in a real estate syndication
  • 24:23 – How can new syndicators build a solid investor base?
  • 25:23 – Does the SEC permit co-mingling personal and business funds?
  • 27:53 – What are the repercussions of flouting SEC rules?
  • 31:26 – Amy shares her contact information
  • 31:56 – Schedule a call with Whitney now!
  • 31:58 – Join our Facebook group to connect with like-minded individuals and real estate experts like Amy
  • 32:08 – A Special Thanks to our sponsor, Life Bridge Capital


In this episode, you will learn

  1. GP/LP vs. LLC – which is the best syndication structure, and why?
  2. Howey Test for determining a security
  3. Three different types of real estate syndication, and their Pros & Cons
  4. Repercussions of flouting SEC rules



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