In this deep-dive episode, I sit down with Kim Lisa Taylor, a corporate securities attorney and the founder of Syndication Attorneys, to explore the legal foundations of raising capital for private real estate and business ventures. Kim shares her experience guiding clients through over $5 billion in securities offerings, and she walks us through the legal structures, compliance requirements, and must-know insights for both active and passive investors.

We cover the essentials—from accredited investor definitions and Regulation D rules to how to analyze offering documents and why investor communication is non-negotiable. Kim also shares common pitfalls, red flags to avoid, and the key documents that every investor should understand before wiring a dime. Whether you’re looking to raise money or invest passively, this episode will empower you with the tools to navigate securities law with confidence.

Timeline Summary

[0:00] - Kim’s mission to help entrepreneurs raise capital legally

[3:01] - Why building real relationships still drives investor trust

[6:22] - The real definition of an accredited investor (hint: it’s more than income)

[10:40] - Comparing Rule 506(b) vs. 506(c): Which exemption fits your strategy?

[14:44] - The role of the issuer, asset manager, and how syndications are structured

[19:46] - LLCs vs. LPs: Which entity protects investors best?

[27:56] - What counts as a security and what legal documents you need

[33:11] - What’s in an investment summary—and why it matters more than the PPM

[36:38] - Understanding sources and uses, management fees, and load

[41:14] - Preferred returns, waterfalls, and how they’re structured

[44:05] - Kim’s criteria for trustworthy sponsors and communication plans

[47:07] - The danger of promissory statements and SEC red flags

[52:17] - Exciting asset classes beyond multifamily and Kim’s upcoming book

[55:23] - Resources for passive investors and where to dive deeper

5 Key Takeaways

1. Know the Difference Between 506(b) and 506(c) – Understanding how these exemptions work is critical for both fundraisers and investors. Each has different requirements for accreditation and advertising.

2. Always Review the Investment Summary First – This is your most accessible and informative document for understanding the deal, including how your money will be used.

3. Syndicator Structure Matters – Look closely at how the deal is organized (LLC vs. LP), who’s managing the asset, and how fees and distributions are structured.

4. Watch for Legal Red Flags – High-pressure language, promises of guaranteed returns, or lack of proper legal documentation are all signs of potential noncompliance.

5. Communication is Key – Sponsors should clearly lay out how they’ll communicate post-investment. Quarterly updates, transparent reporting, and investor alignment are green flags.

Links & Resources

• SyndicationAttorneys.com – Free books, legal resources, and to schedule a call

• Podcast: Raise Capital Legally

• YouTube: Syndication Attorneys

• Upcoming Event: Go Beyond Multifamily virtual event in June

If this episode brought you clarity and confidence in investing, please rate, follow, and review the podcast. And don’t forget to share it with fellow investors looking to protect their capital and make smarter decisions.