Last quarter, we said litigation was the word. This quarter, the word turned into action.
Across commercial real estate, private capital, and M&A, the warnings from the spring became letters, demands, and deadlines over the summer. Lenders sent guaranty demands and forbearance agreements with real conditions attached. Investors pulled out operating agreements they never read the first time. Regulators started asking sponsors to prove the numbers in their marketing. And the sponsors who came out ahead weren’t waiting for a better offer. They restructured, recapitalized, and moved first.
In this quarter’s Dealmaker Report, Dugan Kelley and the Kelley Clarke team share what they’re seeing from the front lines, including:
- Why the SEC’s rulemaking agenda could bring the biggest shake-up to Regulation D since the JOBS Act
- When a loan from an investor becomes a security, and what a new Texas Business Court decision means for sponsors who borrow
- Why an earnout is a bet where the buyer controls the dice, and what sellers should negotiate before signing
- How AI is picking winners and losers in commercial real estate and M&A
- What guarantors need to know about non-recourse loan workouts and the “bad boy” carve-outs that can make a loan personal
- Your projected 2027 tax numbers for year-end planning
Q4 is where it comes to a head. Year-end forces decisions on loans, on tax, and on what to tell investors. Whether you’re raising capital, borrowing from investors, restructuring debt, or preparing for an exit, we hope these insights help you make those calls while you still get to choose how.
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