Counsel for the companies rebuilding how property is bought, financed, managed, and lived in, with software economics on one side of the ledger and real-estate and data regulation on the other.
Proptech is a software business wearing a real-estate problem. The cap table, the IP, and the growth round all look like any technology company's. The asset underneath is land and buildings, though, and the moment a platform lists, finances, or manages property, a second body of law arrives that pure SaaS never has to answer to.
A listing marketplace answers to state brokerage licensing and to fair-housing rules that reach its algorithms. A fractional-ownership or iBuying model can cross into securities and consumer-finance law. A property-management or smart-building platform holds resident data that privacy regulators now police. None of this is exotic once it is mapped. Mapped late, it stalls a financing or unwinds at diligence.
The tests are older than the products. A fractional interest is a security when buyers put in money expecting profit from someone else's efforts. A referral fee from a lender or title company is barred by Section 8 of RESPA unless it pays for services actually performed. We advise proptech as a corporate and private-capital firm with real-estate fluency, and test the model against those rules before the round closes.
Priced rounds, SAFEs, and convertibles for proptech founders and the funds backing them, with clean cap tables, option pools, and terms that hold at the next round and at exit, and with real-estate and data exposure diligenced alongside the usual technology-company items.
Entity formation, terms of service, customer and partner contracts, and platform agreements for listing marketplaces, property-management software, and smart-building systems, structured for the brokerage, fair-housing, and consumer touchpoints the model creates.
Mapping the real-estate side of the business, including brokerage and licensing rules, fair-housing and advertising law, and the consumer-protection regimes that govern how a platform lists, prices, and transacts on property, and bringing in locally admitted or brokerage-law counsel where a license requires it.
Protecting the technology and governing the data through software and trade-secret protection, IP assignment and licensing, and a privacy posture for the resident, building, and transaction data that proptech platforms collect and that regulators increasingly police.
Structuring iBuying, fractional-ownership, and embedded-finance models where a proptech business edges into securities or consumer-finance law, advising on offering structure and disclosure, and on matters before the SEC where ownership is fractionalized or capital is raised.
Strategic acquisitions, sales to private equity or a strategic buyer, and the structuring and diligence that get a proptech deal to close, resting on documents and a governance record the same partners assembled across the company's earlier rounds.
Advertising that targets or excludes by a protected class is housing discrimination whether a person or a model chose the audience, and a tenant-screening or rent-pricing tool can produce a discriminatory effect that private plaintiffs may sue over without proving anyone intended it. The model's inputs and the ad platform's exclusions are diligence items.
In every state a broker may not share a commission with an unlicensed person, and listing, showing, or negotiating another's property for a fee is brokering. A marketplace paid a success fee out of the commission is therefore licensed, a flat-fee advertising medium, or exposed, and the question is answered state by state before launch.
Most fractional-ownership platforms sell securities and know it; the question is which exemption. Rule 506(c) allows general solicitation but requires verifying each buyer's accredited status. Regulation A requires an SEC-qualified offering circular and, in its larger tier, ongoing reports. Regulation Crowdfunding runs through a registered portal with per-investor limits.
A tenant-screening score is a consumer report under the Fair Credit Reporting Act, with an adverse-action notice owed to the applicant it rejects. Illinois's Biometric Information Privacy Act requires written consent before a building scans a face or fingerprint at the door, and private plaintiffs enforce it, one violation per person since a 2024 amendment.
Diligence here asks for paper, not assurances: a brokerage license in each state or a memo on why none is needed, and the Form D filed within 15 days of the first fractional sale. A missing Form D is a late filing; a missing exemption is a rescission right, and a buyer prices the second.
A platform with tenants in the EU or the UK is inside the GDPR wherever its servers sit, and moving resident data back to the United States needs a lawful transfer mechanism. Brokerage runs the other way: a license stops at the state line, so an expansion plan is a license map first.
Before the platform lists a single property, we test the model against the second body of law: does matching buyers trigger state brokerage licensing, does fractionalizing ownership create a security, does the rent-pricing algorithm raise fair-housing exposure? Each answer is built into the entity and the terms of service rather than patched in after a regulator asks.
Priced equity, SAFE, or convertible, the round is papered like any venture round, with the proptech overlay diligenced in parallel: licensing posture memorialized, resident-data practices documented, IP assigned. The round closes on a complete picture, and the diligence file starts life clean.
Each new state is a new brokerage and licensing regime, and each new market brings a new data-privacy rule set for the building and resident data the platform holds. One partner keeps the fifty-state map current and brings in locally admitted or brokerage-law counsel where a license or jurisdiction requires it.
When the strategic or sponsor arrives, diligence goes straight to the intersection: licenses, fair-housing exposure, data consents, cap table. Because the same partner built each layer as it happened, the record reads as one continuous ledger, and the deal prices on the business rather than on the clean-up.
A proptech company is diligenced twice, as software and as real estate, and the record has to survive both.
Proptech is the category of technology made for real estate: listing and marketplace platforms, property and lease management software, iBuying and fractional-ownership models, smart-building and IoT systems, and the data tools that sit underneath them. Legally, a proptech venture is a software or marketplace business whose asset is real property, so the work blends technology-company concerns with real-estate and data regulation that a pure SaaS company never faces.
Both. We act for proptech founders and the operating companies they build, and for the venture funds, growth investors, and strategic acquirers financing the category. Our corporate, venture, and private-capital work runs on both sides of the table, and on any given matter one partner stays accountable for the relationship throughout.
More than founders expect. Depending on the model, a proptech business may touch real-estate brokerage and licensing rules, fair-housing and advertising law, consumer-finance and securities questions where ownership is fractionalized or financing is offered, and data-privacy regimes that govern the property and resident information the platform collects. We map those exposures early and coordinate with locally admitted counsel, or with counsel in the relevant regulatory field, where a particular license or jurisdiction requires it.
Like a venture round, with one more diligence track. The instrument is priced equity, a SAFE, or a convertible note, and the cap table, option pool, and protective provisions are the standard ones. The proptech track adds a licensing memo for each state the platform operates in, the securities or lending exemption the model relies on, and the data map behind the privacy notice, each memorialized so the next round's counsel reads a file rather than redoing the work. Investors in this category ask for a regulatory representation. We draft it narrowly and make sure it is true.
Yes. The buyer of a proptech company diligences it twice, as software and as a regulated real-estate business, and the second pass is where the special indemnities come from: brokerage activity in a state without a license, an offering that outgrew its exemption, or data collected without the consent the privacy notice promised. Where the company holds brokerage or lending licenses, a change of control is itself a regulatory event with notice or approval periods that go on the closing checklist. We run the sale with that file assembled before the data room opens, so the deal prices the business rather than the clean-up.
Often, and in two directions. Platforms expand into other countries' housing and data rules, which are mostly national rather than local, and capital arrives from abroad, which can turn a round into a CFIUS question where the platform holds sensitive personal data on a large number of US residents. The firm works from Chicago, with offices in London and Dubai through partner firms, and coordinates locally admitted counsel in about 51 jurisdictions where a market's real-estate or data rules require it.
Transactions, IP, and growth capital for software and platform businesses, with the venture mechanics and licensing structures that proptech ventures share with the broader technology sector.
Explore →Corporate and transactional structuring for operators, investors, and the entities that hold the assets, on the real-property side of the law that proptech platforms have to answer to.
Explore →Fund formation, governance, and M&A for managers, sponsors, and the family offices behind them, relevant where a proptech model edges into financing or fractional ownership.
Explore →Buyouts, fund formation, and direct deals for the sponsors and family offices that acquire and back proptech companies through growth and into exit.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.