Recent Work: Governance and funding suite for Brisbane development
Advised on structuring and documentation for a Brisbane apartment development, delivering a clear active/passive equity governance framework with staged shareholder loan funding and milestone-aligned project management remuneration.
Overview
We advised on the structuring and documentation for a Brisbane apartment development in Toowong. The engagement delivered a comprehensive governance and funding architecture designed to support efficient project delivery while protecting passive investor interests.
Scope of Work
Our work encompassed three core workstreams:
Equity Governance Framework
We designed a clear active/passive equity governance structure that delineates decision-making authority, information rights, and protective mechanisms for passive investors. The framework establishes appropriate checks on management discretion while preserving operational agility for the development team.
Staged Funding Architecture
We structured shareholder loan funding subordinated to senior debt with clearly defined intercreditor priorities. The staging aligns capital calls with development milestones, managing cash flow efficiency for all stakeholders while maintaining bank covenant compliance.
Project Management Remuneration
We developed a project management remuneration model aligned to phased milestones. This structure incentivises timely delivery while ensuring appropriate accountability at each project stage.
Investor Protections
We embedded several protective mechanisms for passive investors:
- Monthly monitoring and reporting access with standardised information packages
- Safeguards and conditions precedent to distributions
- Readjustment mechanics to preserve the intended economic balance through delivery
- Clear escalation pathways for material deviations from the project plan
Duty Coordination
We also coordinated duty advice to inform sequencing and threshold management, ensuring the funding structure was implemented in a tax-efficient manner.
Outcome
A streamlined governance and funding suite that supports efficient project delivery while protecting passive investor interests, aligning with senior lender requirements and the staged equity contribution model.