Jason M. Powell

Jason Powell is a corporate, M&A and securities attorney whose practice focuses on structuring how capital is raised, deployed, and exited across real estate, private equity, and lower to middle-market companies and transactions. He advises sponsors, fund managers, fund principals, and operating companies on the full lifecycle of complex business transactions — from formation and capital raising through acquisitions, asset management, debt financings, joint ventures, reorganizations, recapitalizations, and exits.

Jason's practice spans five integrated areas:

Real Estate Capital Markets. Jason regularly counsels clients on the formation and operation of real estate investment vehicles, including private real estate funds, syndications, and joint ventures. He structures and negotiates private securities offerings under Regulation D, Regulation A, and Regulation S, drafts offering and governance documents, and advises sponsors through every stage of the investment lifecycle. His real estate practice covers multifamily, commercial, mixed-use, and development transactions across the United States.

Real Estate Tokenization & Digital Securities. Jason advises real estate sponsors, fund managers, and tokenization platforms on the legal structuring of digital securities offerings. He counsels clients on Regulation D-compliant tokenized offerings, ERC-3643 and other compliance-enabled token standards, smart contract structuring from a securities law perspective, and emerging regulatory developments under the GENIUS Act and pending Clarity Act framework. As traditional real estate capital markets converge with blockchain-based infrastructure, Jason works fluently across both — bringing deep securities law and real estate fund formation expertise to a practice area where most counsel are specialists in only one side of that intersection.

Investment Funds. Jason advises private equity funds, venture capital funds, and search fund principals on fund formation, capital raising, portfolio investments, and exit transactions. He structures and documents fund formation documents and side letters, advises general partners on governance and compliance, and counsels limited partners on investment terms and structuring. His investment funds practice serves emerging and established managers across asset classes, with particular depth in real estate-focused vehicles.

Corporate / Mergers & Acquisitions. Jason advises companies and their owners across the full corporate lifecycle — from entity formation and early-stage capitalization through growth-stage financings, strategic transactions, and exits. His corporate practice covers entity formation and selection, corporate governance, equity compensation arrangements, shareholder and operating agreements, commercial contracts, and the ongoing corporate matters that arise as businesses grow and raise capital. He represents founders, owners, and management teams on the corporate structuring decisions that shape long-term flexibility and exit optionality. His M&A practice represents buyers and sellers in mergers, acquisitions, and strategic transactions across industries on an industry-agnostic basis. He negotiates and documents stock and asset acquisitions, equity investments, debt financings, recapitalizations, joint ventures, and corporate reorganizations, advising clients on transaction structure, due diligence, definitive agreements, and post-closing matters. His M&A clients include founders, owners, and institutional buyers and sellers in lower and middle-market transactions.

Outside General Counsel. Jason frequently serves as outside general counsel to entrepreneurs and established companies, functioning as an extension of the management team across the range of legal issues that arise in operating and growing a business. He provides practical, business-oriented guidance that integrates legal strategy with operational and financial decisions. Before returning to private practice, Jason served as general counsel to two corporations, giving him firsthand experience navigating risk management, capital allocation, and transactional execution from the client's perspective.

Jason publishes regularly on two practitioner blogs:

• retokenlawyer.com — analysis of all things related to the tokenization of real estate assets including securities regulation and tokenization platforms
• crowdfundlawyer.com — analysis of all things related to real estate joint ventures, syndications and funds