TGCI 177: Syndication Do’s and Don’ts

Top 6 Reasons To Invest Outside of Wall Street
Download this free e-book to find out why it's critical to your financial success and what the alternatives are.

I have read and agreed to your Privacy Policy

Episode 177: Syndication Do's and Don'ts

Copy of EP #18 - 2 Guests


In today’s show, Pancham interviews Bethany LaFlam – managing partner of Premier Law Group PLLC and co-creator of Asherah’s Box.

Her role in providing legal counseling and strategic matters to clients has helped protect syndicators and passive investors to stay out of legal troubles, a modern-day hero indeed! Following her entrepreneurial desires, she has now launched her own subscription box business and has been managing them since!

In this episode, she will showcase her expertise as she shares legal advice and the green and red flags to look out for when investing in a syndication deal! She’ll also share her knowledge on the basics of public and private offerings, and what you should know about the Private Placement Memorandum.


Listen and enjoy the show!

Pancham Gupta
Screen Shot 2022-02-21 at 3.51.18 PM
Bethany LaFlam

Tune in to this show and enjoy!

Copy of Quote #00 - 1 Guest

Timestamped Shownotes:

  • 0:38 – Pancham introduces Bethany to the show
  • 2:47 – Her law career and how she learned about real estate investing
  • 4:33 – Major differences between private and public offerings
  • 10:14 – The 3 main factors to look out for in a syndicated deal
  • 13:52 – Circumstances that limited partners need to be responsible for
  • 16:47 – Rule 506(c) vs. Rule 506(b) offering from an operator’s viewpoint
  • 20:09 – Taking the Leap Round
  • 20:09 – Launching her business as her investment outside of Wall Street
  • 24:05 – Her fears when she started her subscription box business
  • 25:10 – Raising funds as her investment that didn’t work out
  • 26:00 – Why rookie investors should go and invest right now
  • 26:56 – Platforms where you can contact and connect with Bethany

3 Key Points:

  1. Don’t invest with an operator who guarantees you positive returns as it’s not allowed. As a limited partner, you’re protected from those and the liability would go to the operator.
  2. It’s important to tell potential investors about the potential risks in a deal upfront instead of telling them after they’ve made their investment.
  3. You can’t solicit or advertise your deals publicly if you’re conducting an offering under Rule 506(b) thus, seeing those offerings in social media is a red flag to look out for.

Get in Touch:

Read Full Transcript

Welcome to the gold color investor podcast with your host Pancham Gupta. This podcast is dedicated to helping the high paid professionals to break out of the Wall Street investments and create multiple income streams. Here’s your host Pancham Gupta.


Hi, this is Joe Fairless if you want to diversify out of Wall Street investments and listen to the gold collar investor podcast.


Pancham Gupta  Welcome to the gold collar investor podcast. This is your host Pancham really appreciate you for tuning in today. My guest is Bethany LaFlam. Today she is an entrepreneur, a seasoned DEA lawyer, a mother and a visionary. With more than 20 years experience practicing law Bethany has leveraged that expertise into her business life. While her current role as the managing partner of Premier law group focuses primarily on real estate syndications and funds. Bethany began her career in big law at a prestigious downtown Los Angeles firm, law firm of Quinn Emanuel pursuing her dream of running her own business. She later launched EB-5 business law firm in Newport Beach, California, advising clients of on both legal and strategic matters and representing businesses on startups, mergers and acquisitions and securities. To further develop her entrepreneurial passions. Bethany merged her practice into a mid market Chicago based firm, Much Shellist where she ran the firm’s California corporate practice. Bethany’s clients have ranged from real estate syndicators and developers to aerospace to oil and gas services to medical and to various technology industries, serving as a strategist to develop sustainable business models. Advising on her raising capital and preparing for successful exits, Bethany was able to apply her knowledge to practical business settings. Bethany has consulted clients on commercialization and monetization with a specific focus on sports and music tech. Hey Bethany, welcome to the show.


Bethany LaFlam  Thank you. Thanks for having me.


Pancham Gupta  Are you ready to fire up my listener break on Wall Street investments?


Bethany LaFlam  Absolutely. Within the confines of the SEC, of course.


Pancham Gupta  Of course, of course. Yeah. So Bethany, really happy to have you on you protect people’s syndicators and passive investors to stay out of legal troubles. Right. And before we get started and get into that, can you give my listeners your brief background? And you know, more importantly, the person behind that background?


Bethany LaFlam  Absolutely. Thank you. Yeah, I’ve been practicing law for 22 years now. So I guess I’m dating myself a little bit. And I have been specifically practicing securities laws that relates to real estate syndications for the past three or four years now, and that is exclusively what I do is I help syndicators stay out of jail when they raise capital. And if you ask my partner, Mauricio, he’ll tell you the same. And I started practicing ages ago, I did the big law thing that you’re supposed to do at a law school, before that I grew up in the Midwest and a working class family. And so I didn’t know anything about real estate or investing in anything actually, growing up, went to law school came out to California for that, where I stayed and did the big law thing. And I worked in tech and operating companies in my first part of my career in law. And once I started working in real estate, I thought, I can’t believe it took me this long to figure out that real estate is here. I thought, everybody, everybody that in my world wanted to get these big wins in tech, right? They wanted this huge exit and 10 times and whatever. But as we all know, mostly what happens is you get zero, right? You get nothing you it’s all or nothing, right? And when I started doing ppm for the syndication deals, and what do you mean, there’s cash flow. So I am just enamored by this world now in having the law background has provided sort of different color for that. But growing up in a working class family in the Midwest till now, it’s unbelievable the difference in the things that we learned. So I definitely appreciate the work you all are doing, because it’s teaching people how to sort of get out of that sort of mindset that people are in whatever it is they grew up with. Right. And so thank you for that.


Pancham Gupta  Oh, thank you. Thank you. So let’s dive right in that knee then, like we’ll start from the very basics, like most people know what IPO is right, which is initial public offering, but you deal with mainly private offerings or syndications, like you refer just now. Can you explain to those who don’t know like, what is the difference between let’s say Facebook having an IPO and going public, versus having a Private offering or a syndication?


Bethany LaFlam  Sure, absolutely a private offering is where you are going to stay under an exemption from all of the disclosures that you have to make in a public offering but also limited to you smaller groups of people. And there, we stay mainly under what’s called a reg D. Exemption reg D offering, right. So that’s your exemption to the public offering. And there are two laws that we see under with REG D, there’s a 506 B, and a 506. C. And when we’re under a 506 C, the beauty of that is you can actually accept people who are not accredited investors. And what that means is that they have a net worth of less than a million dollars, excluding their personal residence, or I guess it’s easier to say what accredited is a million dollars, not excluding their personal residence, or they make 200,000 a year in income or more for the past two years, and expected again, this year, or 300, if they want to use their spouse to qualify under income, so 300,000 for married couples, that’s not a credit. So in a 506 b offering, you can accept up to 35 non accredited ends again, you have to give the same kind of disclosures, you have to give all the risk disclosures to these investors, because you’ve got some folks who are possibly not accredited. I see a question.


Pancham Gupta  And yeah, no, my question is mainly on. So you’re describing the private so public is really like if we just jump back into public offering, right like Facebook. So the difference between like at a very high level, like you said, in private offerings, these are exemptions. So private, like the public offering is not an exemption, right? The public


Bethany LaFlam  offering, you’re going to list the offering on some exchange, right, you’re going to get approval, and you’re going to do this whole registration process, right, you’re going to make all these reports to the the SEC, you’re gonna get, and you’re going to get approval for the offering. And it’s everything, every little thing that you do is going to be public. And then sort of scrutinized before, and then you can listen on an exchange, and you can offer it to the whole world. Right? And right, you can have as many people as you want, and, and all of that, but we’re looking at as a shorter time frame and a lot cheaper. So to do a public registration takes a really long time. And it’s very, very expensive. Most people in real estate do not have the time nor the resources to justify doing a public offering, which is why these exemptions are used, you know, hundreds of 1000s of dollars, several months, maybe years depending on on all of that you don’t have that long of a diligence period and a real estate transaction to do all of that. Right. So


Pancham Gupta  this exemption, so in this case, Reg D, it’s really Regulation D, which happens to be the D as an ABCD section of that, whatever regulation they have, right. And then within that there are multiple like 506B and 506C exemptions, right that you have, where that’s what you were describing that if you’re accredited, you will do 506C or if I was, you know, you can only do 506C and no sorry, if you are accredited, then you can do both. But if you’re sophisticated, then you can do only 506B right. And


Bethany LaFlam  there are other exemptions, REG A, REG S, we live mostly in the REG D world. So let’s go into the  REG A, REG S. But the REG D world yes is 506 B and 560. And the main difference there, like you said just now is the 506 b You can allow up to 35 non accredited. But the main difference here between this and a public offering is you can’t generally solicit or advertise. So you wouldn’t be able to offer it on here on your podcast, right? Because you got way too many people listening that you don’t know personally, right. So it’s got to be people that you know, personally or have a pre existing substantial relationship with or some other way to show the SEC, that you have not generally solicited or advertised, that’s the trade off for allowing non accredited investors in an exempt offering or a private offering. The one good thing about it besides that you can accept the non accredited is also the investors can self select meaning they can self verify whether or not they’re accredited. So if I come to your deal, and it’s a 506 B, and I can just tell you, I’m accredited and fill out a form. And if as long as it’s reasonable, you can believe me, you don’t have to check, right? versus a 506 C offering. You can not allow anybody who’s not accredited in but you do get to advertise and generally solicit, right? So you could you could blast it out on your show, you can put it all over Facebook, you could take out a billboard ad if you want to whatever it is, as long as it’s not misleading, you still have to follow anti fraud rules. So it can’t be false or misleading. But otherwise you can fully advertise your deal if it’s a five was succeed, but you do have to take reasonable steps to verify that someone is in fact accredited before you take their mind. So that’s that’s just one more step that you have to take. It’s a small expense, as you know, to do that it is a trade off for being allowed to advertise. So those are the rules for being able to do offerings that aren’t Public Offerings under reg D.


Pancham Gupta  Got it. Okay, so that was for mainly actually from the person who’s actually issuing the securities, like really the operators and creating these offerings. Now, from the passive investor point of view, what are some of the things that they need to be careful about when they are looking at a syndicated deal? Legally?


Bethany LaFlam  Yeah, it’s a good question. The first thing I mean, of course, I’m a little biased, right? Because I’m, I’m a securities lawyer. But the first thing is whether or not there is a PPM, a private placement memorandum, letting you as the passive investor know what all the risks of this DLR. And technically in a 506 C, the person who’s issuing the securities, they get to choose what disclosures to make. I’m pretty conservative there. So we make disclosures whether or not you’re doing a 506 B or a C. So that’s the first thing is do these people seem to know, too that? Does the operators seem to know what they’re doing? And are they trying to take steps to apprise? Me as a passive? Are you as a passive of what these risks are? So I can go in eyes wide open, knowing what I’m getting into? That’s the first thing. But another? I mean, it’s just kind of this isn’t really legal advice, necessarily. But from what I’ve seen, the team does. Is it a team you trust, right? Do they have a track record? And can you do a little background on them to know what kind of management they are? Right? Are they going to pick deals that are going to provide the kinds of returns that they’re offering? Or have they picked one? Have they given you enough information to make an informed decision in their offering memorandum, their business plan? To see whether or not this is a good deal? And do I trust them to do to manage the asset? Well, right. So the team is really, really important, I think, just as much as the asset. Right? And I’m sure all your listeners who are in tech right now understand what I’m saying? They’re like, Yeah, of course, right? Because you can have the best idea in the world. But if you have a team that’s gonna implement that idea, it’s just the greatest idea that was ever in your mom’s basement, right? You never get to see the light of day if you don’t have a good team. So. So I think that’s just as important as it is in any investment, right? To have a good team. So


Pancham Gupta  basically, like to summarize, like, you have, like, make sure the PPM details, all the rest, there is a PPM, right? And second, you said the team, right, really making sure like you trust the team, anything else legally, that they need to be worried about to make sure that the syndicator is doing it correctly, like we are, let’s say they have a PPM, anything else? Like? Should they go out and check for, you know, sec website for Form D or any other thing that they should cover?


Bethany LaFlam  Yeah, you can do some diligence, just see whether or not how many offerings someone’s done. That’s, that’s available on the SEC website, there’s not a lot that’s private anymore, right? So you can do some diligence on the operators, to see how many deals they’ve done and ask questions right about, Hey, I saw this deal, how to go and do some diligence there, absolutely can do that. And, you know, making sure that the asset class is one, of course that you’re comfortable with. Here’s the good news, though, about being a passive investor, is you are in fact, passive. And most of these deals are done in limited liability companies. But the rest are done in limited partnerships. And that means that when you invest as a passive, you are a limited liability company member or limited partner, meaning your liability is limited to how much you invest. So you stand to lose only what you invest, you cannot be on the hook for the other liabilities or debts of the company that is all on your operator. Right? So of course, you want to make sure you’re not going to lose your money. Absolutely. Everybody’s interested in that there’s no guarantees, you know, they can’t, that’s the other thing. Don’t go in with an operator who promises you or guarantees your return, because they’re not really allowed to do that. And that’s that scream scam. But you are protected by virtue of the fact that you are a limited partner and all the liability goes to your operator.


Pancham Gupta  Right? So let me ask you some questions that I actually get from investors on some of these calls. So if a tenant gets injured, let’s say on the property, and they let’s assume the property and landlord, they don’t really, the investors really limited partners do not have to take any of that branch. Right? That’s right. That’s exactly right. Right. So is there anything that can happen on site, which would make anything you can think of which the limited partners would have to be responsible for that? If something were to happen with that deal on during the life of the deal? 


Bethany LaFlam  The only thing that could happen two situations. One is they could lose their investment because the property lost money. And that’s it. So that’s that’s the main one, right? You could lose your Yes. The only other time that an investor might have to put up money is if the operator pays a distribution, when in reality, there was a liability that should have been paid instead. So a creditor could come back and say, Hey, you shouldn’t have made that distribution and the distribution would then be clawed back, but that is only for debt or liability. existed at the time the distribution was made. It’s not for any future or past that it’s, you shouldn’t be this distribution. Please give that back. That’s it. Man, we do get that question a lot in our documents, right? Because it’s like, Wait, I thought I could only be on the hook. That is the only time and it’s not for any debt. It’s just for debt that should have been paid with that money instead.


Pancham Gupta  Right? And also, if you really think about it, that is also to do with just that money. Like, personally, they are not liable for, you know, any of that. Right. Like,


Bethany LaFlam  that’s exactly right. That’s just profit that they should not have realized. Correct?


Pancham Gupta  Correct. Okay. Great. So are there any other things that the SEC wants passive investors to know, before they invest in a deal?


Bethany LaFlam  Well, they want them to know all the risks, which is the point of the PPM, right. And that is, the SEC really is there to serve investors, right is to protect investors. And we do the PPM to protect our issuers, right to make sure we say, okay, we told you what all the risks are. So invest, knowing that these risks could really happen, they could come to pass, you know, and it’s things that are we could reasonably foresee right? Before COVID. Of course, we have a risk in there for now. But we could not really foreseen that necessarily, right. But things you could reasonably foresee we do give risks for. So what the SEC really wants you to know is, what are the risks? So that’s what you want to look for an operator that’s willing to tell you, I’ve had first timers come to me before for some issuers, operators come to me and say, I don’t want to say that it’s gonna scare, it’s gonna scare my investors. That is actually what you want to tell people up front, because you don’t want something to come out after they’ve given you money that scares them, and then makes them upset, right? Just let them not come in if they’re going to be scared of this deal.


Pancham Gupta  Right, right. Exactly. Cool. So my one question that I have had one investor asked me, Is this right? So let’s say on one side, you have an offering, which only accepts accredited investors, meaning it’s five or six? See, I’m assuming let’s get that right. And then on the other side, you have an offering, which accepts both accredited and sophisticated investors. But everything else being equal, no difference whatsoever. As a passive investor, should I view these offerings differently?


Bethany LaFlam  That’s an interesting question. My opinion on this and it’s just, it’s my opinion, because legally speaking, I mean, if everything else is equal, the only difference is the one can have up to 35 people who aren’t accredited right? Now, I will say that a lot of operators don’t like to accept non accredited investors, because it’s a little scary to deal with, right? You have a lot of requirements on making disclosures. If you continue to raise after a certain time, you have to give audited financials, there’s a lot more responsibilities the operator owes to non accredited investors. So I think that would be a factor in my mind of if I want to deal with an operator who’s dealing with that, right. If I’m accredited, so I think that would be a factor. It’s, I guess, additional potential liability for a 506 b, right? Because you have a lot more responsibility to your investors.


Pancham Gupta  Right? Yeah, exactly. So that’s from the operator point of view. But from passive investor point of view, I guess they all need to be just aware that Okay, this one where the you they’re taking sophisticated investors, they have much more responsibility. But as me being the passive, I really don’t care, as long as they adhere to the rules.


Bethany LaFlam  Right? Yeah. And maybe as a passive, you like that. They’re going to be more on their toes? I don’t know.


Pancham Gupta  Right, exactly. Exactly. All right. Great. Well, thank you, Bethany, anything else you would like to add here from passive investor point of view that they should be careful about?


Bethany LaFlam  Yeah, actually, yes. If you are going into a deal, that is a 506. B, this is one thing to look for. If you have seen this deal on social media, they’re already not following the rules, right? Because that’s advertising and general solicitation. So just know that if you’re involved in a 506 B, and you don’t know the operator, or you were generally solicited to, then they’re already kind of walking a line or are just simply not following the rule. So that’s, that would be a red flag to me.


Pancham Gupta  Great. Cool. That’s awesome. So we’ll be back after this message to go to the second part of the show, which I call taking the leap round. If you want to know the top six reasons on why you should consider diversifying outside of the Wall Street, then you are in the right place. I have written a free report for you. It goes into not just the top six reasons why investing in stocks for one case may not be the sound strategy, but also what are the alternatives. Get your free report today on the gold collar forward slash download. I repeat the gold collar Forward slash download. So Bettany, this is a second round, I call it taking the leap Ron, I ask these four questions to every guest on the show. And my first question for you is, when was the first time for you, you know, to invest outside of the Wall Street?


Bethany LaFlam  Well, so this is actually an interesting story. As I mentioned a bit ago, I didn’t really know the wonderful benefits of investing in real estate until relatively recently. But when I had been practicing law, I left for a while and attempted to attempted to raise a fund, which would invest in a hybrid in real estate, and also in housing an accelerator for startups. So I was just trying to straddle both worlds, right. And I can just hear a collective cringe from all of your listeners, because most people want one or the other, right? They want to put their money in real estate, or they want to put it in tech, or startups or whatever. And they usually don’t live in the same body. Right? Or at least that was my experience. At the time that I was trying to raise this fun. I learned a couple of things from that failed bond. One is having practice law for about 15 years at the time, is not enough of a track record to raise a fund. Because investors were like, yeah, come at me with something better than this right? Being on that side of the debate on the last side of the table is not enough to be as an operator, like you’re right, I would have needed someone like you to help out with this side of it, too, is that risk or that risk factor? Looking back wish now that I had just focused on real estate at that time? We were at the time, we were looking at EB5 and it was really hot, then of course that since died hard, right? Or at least changed significantly. I should even stay on Yes, it’s surround, but it’s way different now than it was back then. So I guess I attempted to invest outside of Wall Street back then. And 20 What 13,14,15 or something like that. I didn’t make my first passive investment really until about four years ago. In real estate in real estate. So now I’m of course I’m hooked. Right? And I love it. And I mean, the the risk is just so much more palatable. Right? I won’t say there’s no risk, right, of course, but it’s more palatable than then the startup world where I was. And then of course, even your stock portfolio, which you see, or like my crypto account every day, it’s like it’s down 5% It’s down 5%. It’s now 5%. And it’s up to 100%. It’s like it’s a it’s an emotional roller coaster. So real estate is sort of like steady, which I think is nice save there. It’s there’s a little volatility and it goes up and down. Of course you want appreciation or whatever. But it’s not that roller coaster right that operating companies or Wall Street have so right. I might have skipped your question a little because you just asked one question, which is when and I just kept


Pancham GuptanI think that was when that but I think this is great overview I ever asked you like, I know you started something on the side as well as your hobby passion, like, I would call that also as an investment outside of like, you know, shorts. Yeah, you’re gonna talk about that.


Bethany LaFlam  Yeah, so I am I’m a bit of an entrepreneur, which I guess is I guess it’s sort of rare for for Arizona sometimes. But I started a business called the shares box, which is a subscription, gift box business subscription and custom gift boxes. But the real goal behind that actually, is to buy resort properties all over the world and do retreats, right. So everything in the boxes, freshers box are there to empower you and make you feel better and, and to somehow like nourish your soul. And so the idea is to buy properties where we can go do that live now that we can do things live again, right? But I once I got a taste of this real estate side, I decided I want to do that I want to buy these properties. And now that I know how to syndicate them and and do all this and I want to I want to retire by doing retreats all over the world. So because I’ll never really retire right? Around the world. So that’s a shares box. And yeah, that is outside of Wall Street. And that we just launched that actually in August. So it’s just brand new.


Pancham Gupta  Cool. Yeah, we’ll put a link to that website in the show notes. Cool. So did you have any fears that you have to overcome? When you did that fund or now when you started this investment, this subscription business?


Bethany LaFlam  Oh, yeah, I think the fund was fueled by fear. I mean, I was leaving my law job to go do that. Right. So I was leaving a salaried law job to go try and raise a fund. So yeah, that was definitely scary. Right? And trying to make that leap. But with the shares box, here’s my fear, actually, it’s not really about the fact that I was investing out of Wall Street, it was this sort of two different worlds, right? I mean, you’ve got this personality of You’re the lawyer and you’re serious. And then there’s this other business that’s, you know, it’s a little woowoo a little out there, right. And sort of marrying my two worlds into one two all kind of go into the same goal was a leap that I wasn’t sure my clients were even going to appreciate. So that was a little bit of a fear, as well. So far, everyone’s been wonderful about it. And actually really Interested in it? So that’s been exciting and fun. Yeah, it was a little scary. Yeah.


Pancham Gupta  It’s always scary. And until you do it. Right, right. That’s exactly right. Cool. So my third question for you is, can you share with us one investment that did not go as expected? Would that be that fund?


Bethany LaFlam  Funds that just didn’t really get off the ground? Yeah. Yeah. It was just an epic failure.


Pancham Gupta  Did you lose money there?


Bethany LaFlam  I did. Yeah. Yeah. I mean, I learned a ton, right? I learned a ton. And I wouldn’t wish that experience or that way of learning on anyone. Because it’s scary and embarrassing and things like that. But I haven’t heard any single person that I would ever listen to, again, who’s a success? Who hasn’t had a failure? You just have to remember that when you’re going through it. Like it sucks. It’s scary. But you have to remember, you know, most of the people that you want to listen to will tell you that they’ve had some terrible failure. And that’s nice story after it’s after the fact. Right.


Pancham Gupta  Yeah. Yeah. Cool. My last question for you is, what is one piece of advice would you give to people who are thinking of investing in Main Street that is outside of Wall Street?


Bethany LaFlam  You already can’t do it five years ago. So do it right now. It’s just, I mean, you got to get into it. I can’t recommend it enough. To me, this is like now real estate. It’s the least scary thing. Because you have more control. Right? And so, or at least you’re closer to it, right? I mean, and you can choose it, you can put money in Starbucks, that’s fine, whatever. But you put it there and you walk away and you’ve got you kid, there’s nothing you can do. You either do or you don’t right. I feel like it’s just so much more personal investing in private real estate deals, right? Or even startups or whatever it is. That’s not Wall Street. But do it now. I guess is my advice if you didn’t already. Yeah.


Pancham Gupta  Cool. Cool. So a bad name. This has been great. how can listeners reach you if they want to connect with you or you want to mention the website for your subscription service as well? Yeah, go Yeah,


Bethany LaFlam  absolutely. So my for my securities law, my email address, there is Bethany B E th a n y at p like Paul LG So The website for shares box is a S H E R H S And I’m Bethany at


Pancham Gupta  Awesome, great, thank you Bethany for your time here today. 


Bethany LaFlam  Thank you so much appreciate being here.


Pancham Gupta  

I hope you learn something from Bethany if you’re investing for the first time passively. These are some of the things that you really need to know and understand. Thank you for tuning in today. Really appreciate you. If you have any questions, email them to me at p at the gold collar That’s P as in Paul at the gold collar This is Pancham signing off. Until next time, take care.


Thank you for listening to the gold collar investor podcast. If you love what you’ve heard and you want more of pension Gupta, visit us at And follow us on Facebook at The Gold Collar Investor. The information on this podcast or opinions as always, please consult your own financial team before investing


Copy of EP #18 - 2 Guests

Leave a Reply

Your email address will not be published. Required fields are marked *