Resources for learning legal / structuring

Interested as well

Your superiors and/or your attorney. 

Both as a snarky response (legal matters are why you have an attorney) and a proactive one (talk to your superiors and/or attorney and learn from them.) I guarantee you there are law school text books out there to read, but you don't need to pass the bar yourself. You need to learn from practitioners. 

I was talking to our lawyers on this recently as similar boat.

They said one place to start is getting up to speed with structures of the documents, then hone in on what gets negotiated most. 

For example, loan docs are likely to follow your areas loan market association (US might be LSTA linked below, APAC - APLMA). 

Then, once you understand structure, dive into most controversial parts of a section, ex: reps and warranties by asking your team/legal/etc what gets negotiated hardest for each type of deal (land, RSL, construction, investment) and contract (JVA, loan docs, D&C, etc.). Ask what is initial position for each party, and generally acceptable middle ground (or what cannot be conceded). You can ultimately put in a matrix for what your firm will/won't/might accept by clause by deal/contract/counterparty type.

To me, the reps & warranties is like the risk allocation matrix a high level term sheet might cover. Even though one party might not be able to control a risk, it can be allocated to them.

Curious to hear others thoughts 

LSTA - https://www.lsta.org/content/?_industry_sector=legal-documentation

As a deal guy, this is kind of one of those things you learn through repetition and being around really good attorneys and senior guys on your side who know how to get a deal done . If you listen to every piece of advice your attorney gives you, you’ll never get any deals done.

As a junior, I started out reading commercial leases, PSAs, and agency agreements and made sure I understood at least the basics of every word of it… even if it seemed like boring mundane attorney shit. Follow every draft exchanged between the attorneys and try to understand where the motive is behind every redline exchanged by both parties. 

I remember at first being shocked how a ~3-10 page agency agreement can involve so much negotiating. A couple hundred leases later I now have a fairly good idea of how many things can go wrong between lease signing and rent commencement. There’s a reason landlords and leasing brokers fight so hard over conditions for each payment, timing of each payment, and how much gets paid out in each payment tranche. 

As part of my analyst program training materials I was given the book:  Negotiating Commercial Real Estate Leases by Martin Zankel. 

I read it. Helped me understand contracts as an instrument that can be fine tuned and played out in the short, medium and long term.  What is a contract term friendly to you? To them? To someone else? To nobody? 

If you have a divergent mind plus I think a flexible/pragmatic and at times empathetic predisposition, I think you can be a great deal maker with contracts.  I always look at the big picture before agreeing to any one term.

Lastly, observe and understand human psychology.  Not necessarily for entering contracts but what comes after (which can influence how you write contracts and conduct due diligence; including who you marry).  “It’s all your fault: working with high conflict personalities” is a gem. 

In dealmaking contracts have 3 goals: (i) setting the price and the terms of the transfer, both of the payment and of the property, (ii) allocating the risks among the parties, (iii) remedies in case of breaches.

Don't have RE experience so my understanding is limited to my property law classes, but as an ex-lawyer you would start it from the bottom and try to understand what exactly you want to accomplish, which will often be just make the payment or receive the property.

Cool, now, what is important to you and what is secondary? What is important to you is worth pushing in the negotiations and what is secondary you can concede to the other party in negotiations if that helps you make them more willing to grant you an advantage in the terms that you're more interested in.

Now, try to think what might go wrong, think about the property, about the counterparty, about different externalities specific to your case, etc. etc. need to think about the downside to the point of being a pessimist. Think now here if X went wrong, what I might be able to do under the contract? Am I protected? Can I ask him to do something to manage this (if not, might want to draft then something). What about his rights? What can he do? How doing A might affect me under A, B, C situations? Is he "overreaching" too much? Maybe I should push back on that, never know and might just be his "safe clause" but he might be willing to reduce his powers.

Then in the structuring you can also think about how you want the payment, if in escrow, if paid in periods, what happens if it doesn't pay, earn-outs, etc. In the loan agreements similar, think about the collateral, think about how much flexibility you can have under those agreements based on what you might want to do PRECISELY in those cases when you might need to go out from your usual "manual" to save a property/your investment, see on what the bank has covenants, if they seem a bit too much try to push back on some deeming them irrational, etc.

I don't believe one might be gaining as much from reading extensive textbooks on contracts (but it helps) when everything is negotiation based and you just need to think about your position. I do think, however, that reading some of those guides might allow you to gain "enlightenment" by seeing potential risks/scenarios you didn't think of. But assuming you're already experienced in this you should have a fair idea on what is acceptable/what not, what is huge risk/what you can concede on and what is a must to keep/etc. and just have a good lawyer because language in a contract rules over your intentions.

Grab 10 models of contracts/templates that look very different and read them. You'll see that they often have the same structure: parties/payment/ways to pay/disclosures and what each one is responsible/remedies and other things in-between. Then just read the clauses and think what they are trying to prevent in the downside and who might benefit from that/what would be some weaknesses to the way the clause is drafted (e.g., if I state in the disclosure that party B is passing the property to party A, and under party B's knowledge there are no property issues and everything is in good order/to the standards, then think about what would be the alternative, think what would happen if we removed what I underlined? If we remove the knowledge standard then I might be liable as party B for anything that is wrong in the property without difference if I know it or didn't. The "in good order/up to the standards" is also quite subjective, what does it exactly mean, might need to draft that more elaborate or risk the court to decide what is "good order"?)

If you end up drafting, think that you'll end up in court and need to prove solely with your contract how things should have went. Would your contract be enough to have everything clear and precise? Or will the judge find lots of vague words and terms that could have meant thousands of things? You might still want a lawyer to check the drafting because some things might also be heavily case law based/your State's rules, so you should also be aware of what you can't write/what will be deemed abusive by a judge and removed anyway.

The LSTA guide from Milbank LLP and Working with Contracts by Charles Fox are very good in contract drafting, albeit I used them for transactional practice (corporate/finance), but might be useful for RE if you combine it with some resources from above.

Oversimplification but the best way to learn is to get more deals done and be present during the legal calls.

For getting a handle on legal structuring in real estate, I highly recommend starting with "The Book on Advanced Tax Strategies" by Amanda Han or exploring some of the deep-dive threads on BiggerPockets. Understanding the difference between holding companies and operating entities is crucial, especially when you are trying to shield your personal assets from property-level liabilities. I have found that while the theory is great, looking at actual organizational charts from SEC filings can give you a more realistic view of how the big players separate their management fees from their equity holdings. Once you have the theoretical side  as a solid fix for my entity formation and registered agent needs, which was a huge help because they manage all the compliance deadlines that are easy to miss when you're focused on closing deals. Having a professional service handle your service of process and annual reports ensures that your "corporate veil" remains intact, which is the whole point of setting up these structures in the first place.
 

You've probably done this, but if not, here's where I'd start.

Print whatever document you want to learn — JV/LLC agreement, loan agreement, PSA, guaranty — grab a yellow highlighter, and read it end to end. Highlight anything you don't completely understand. Even if you think you kinda maybe understand it, highlight it. Unless you could sit across from an attorney and explain what it means in your own words, highlight it. It's a humbling exercise, but that highlighted page is your new starting point.

Then work through each highlight one at a time. Google it, chatgpt, ask your attorney (most will spend 10 minutes walking you through a concept on a deal you're already paying them on), or post it here. Don't move on until you understand both the mechanics and the reason the clause is in there. 

Thanks to everyone for their replies. Frankly i’ve found taking the initiative to understand this over the last 12 months has set me apart from other colleagues at the same experience level. I only mention that in case any young folks are reading this thread. Fwiw, AI has been incredibly helpful (which is probably in itself a harbinger for serious changes in the industry - but that’s a different story). Also being extremely “present” on legal calls and writing things down that people seem to heavily negotiate, and digging in on those has been super informative.

Deal structuring has tons of resources to learn on places like YouTube.  I will caution you however, the people who generate this content are often times not exactly the sharpest crayon in the box. This isn't to say they aren't intelligent, its just they are not for the most part practicing professionals in that area of expertise.  You can pick up the basics this way.  

Additionally, this is a tough thing to just learn because deal structures rarely follow a template. Every deal is unique to the circumstances.  As for the legal side, you can pick up some books on contract law and that will give you a huge advantage over pretty much everyone else. Is this worth your time to do? That is highly debateable.