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Small Axe Podcast

Jun 6, 2022

Welcome back! Today we are joined by Nicholas Moore, Nick is a partner in the real estate and private equity practice group handling virtually all transactions involving income-producing commercial real estate. With several years’ experience, Nick represents local, regional, and national developers, owners, syndicators, general partners, limited partners, and investors as they acquire and divest commercial real estate through sophisticated transactions. He uses his experience to provide straightforward actionable and practical advice with the ability to refine clients’ strategies for acquisitions, development, leasing, financing, and joint ventures. In this episode, Nick shares discuss the importance of being actively involved in a business venture. Nick stresses the importance of demonstrating engagement and participation in order to avoid appearing as if one is not involved in a business venture. Let’s Dive in!

[00:01 – 5:13] Opening Segment

  • Who is Nick Moore?
    Moore started working in commercial real estate five years ago and has since developed a talent for working through real estate documents.
  • He is a partner at a law firm, Robertson, and specializes in real estate transactional work.
  • Nick has transacted over 200 million in transactional volume this year
    • He has closed a transaction on Monday for an $18 million deal in Houston
    • He has a private equity Joint Venture Partnership


[05:13 - 12:15] How to Draft a Purchase and Sale Agreement


  • You can draft up a PSA to document a real estate transaction.
  • The PSA is an agreement between the buyer and seller that sets forth the terms of the purchase.
  • A Purchase and Sale Agreement is the most formal type of real estate contract, and it is enforceable.
  • Make Sure You Don't Lose a Deal in a Seller's Market
    • You need to move from LLI to PSA as soon as you can.
    • Create a timeframe where the PSA has to be distributed after LOI is executed.
    • Don’t accept any offers within that time period.
    • Find council you if it’s the first time, you can switch.


[12:16 - 26:03] What to Expect When Joining a JV Partnership


  • Disclosure is key on the front end, so try to communicate as much as possible
  • Sellers should be aware of timelines and what is refundable before making offers
  • Know the structure of the JV before making an offer
  • Passive Investing Isn't Necessarily a Bad Thing
  • If you're going to syndicate your business, make sure you have a Price Placement Memorandum (PPM)
  • If you are a practitioner in a business partnership, there has to be some check and balance and fluidity in order to keep the business running smoothly.
  • In order to be successful with the SEC, you need to make sure that you are actively involved in your business, even if you have delegated certain responsibilities to others.
  • A member-managed LLC is a way for all of the members to collectively make decisions for the company, similar to how a quarterback by committee works


[26:04   – 30:50] Closing Segment.

  • SEC Requires Private Placement Memorandum to Include Comprehensive Disclosure
  • The SEC has determined that only accredited investors can participate in private offerings, and the issuer means it's a company issuing the security.
  • The Ppm is a disclosure document, and it references the company operating agreement.
  • The best way to analogize it is your Ppm is the brochure, and your OA operating agreement is the fine print.
  • You're signing a joint signature page to the operating agreement. You don't sign a Ppm.
  • Morris believes that patience and gratitude are key virtues and wants his grandchildren to know this about him.

Find out more and connect with Nick through his: LinkedIn or visit their website at


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I believe that you only need a small axe to build a lasting empire. Let’s start building yours!


To know more about me and all the real estate opportunities you can find, you can connect with me on LinkedIn, Instagram, and Facebook, or check out my website and book a call with me.


Tweetable Quotes:

“Try to have it as inclusive as you can upfront so that you're not changing expectations and things because it can, I've seen it sour sellers, and in a seller’s market. That's the last thing you want.” – Nick Moore


“You can find counsel, if it's the first time you can switch to us, if it's your second time, whatever the case may be. But give yourself that opportunity to source that PSA without losing your deal to somebody else who comes in the interim.

– Nick Moore