Approached to JV by Private Equity Firm with "opportunity", who do I hire to walk me through this?
I've run a very niche (non Airbnb) real estate business in the mid-Atlantic for 11 years now. I initially approached a PE firm about investing with us in one deal but when they learned about our business model they decided they wanted to explore the possibility of applying our model to other commercial multi-family buildings in which they have ownership stakes.

Needless to say I'm aware of what sharks PE guys can be and I'm sure they are perfectly willing to pick my brain for my client contacts and market knowledge and then boot me to the curb. We have had several face to face meetings in which they have essentially asked me to help them create the perfect competitor to my own business.

We have another meeting scheduled where they want to know my ask for helping them build out this new business and I have no idea who to talk to about it and to go over scenarios with.  Is this something an RE attorney would be able to handle? I do have two paid advisors but one specializes in CRE finance and the other is a buyers rep.
[{"id": "fik7g8e", "text": "I would get a couple hours with a real estate attorney, and bring the notes of that to a meeting with an IP attorney.\n\nYou may also consider reaching out to your regional entrepreneurs network or entrepreneurs association and speak with someone about this. My guess is that someone there will have had run ins with surreptitious PE folks in the past.\n\nIf it's niche enough that they won't be able to get it off the ground w/o understanding the nuance, you've got plenty of leverage here.", "replies": [{"id": "fikofmo", "text": "I do believe it's incredibly niche and there are tons of nuances they aren't aware of just yet.  They  had been pumping me for information until I told them we need to get something down on paper before proceeding further.", "replies": [], "depth": 2}], "depth": 1}, {"id": "fik8fgt", "text": "I would not engage with them. The risk/reward doesn\u2019t sound good to me. What do you expect to get from them? Money? Strategic partnership? What could they do to you? Probably wreck your niche market.", "replies": [{"id": "fiko9ta", "text": "This is exactly what I'm afraid of. I give up the entire playbook only to be shown the door once they've gotten what they needed from me.  I guess the worst thing they could do is move in to my market with their mountains of investor capital and start competing with my current business for clients.  They won't know the nuances of the market but they could certainly buy the help they needed from elsewhere.", "replies": [{"id": "filouik", "text": "This is exactly what would happen.\n\nOnly share details with them if they're prepared to buy you out at a reasonable revenue multiple. Don't think this partnership will be in your best interest.\n\nAs others have said, if you just need capital, work with some debt brokers. There is so much investor capital needing to be deployed that many LPs are desperate to throw money at profitable deals.", "replies": [], "depth": 3}], "depth": 2}], "depth": 1}, {"id": "fik90ma", "text": "Present them with a GP/LP structure, where you retain control and a piece of the upside. Don\u2019t charge a carry fee, let them ping their clients for that. Can be creative on the waterfall (promote). That\u2019s the most basic form of what you should be reaching for. \n\nAlso look at Group RMC\u2019s deal structure if you can get your hands on a deck. Happy to answer dm\u2019s.", "replies": [{"id": "fikojpt", "text": "This is my question. Who do I get to advise me on what an appropriate GP/LP structure would look like?", "replies": [], "depth": 2}], "depth": 1}, {"id": "fikclgn", "text": "I am an occasional business consultant for niche business acquisitions, and while I don't know your market, I strongly suggest you come to the next meeting with a goal in mind and the legal documents to go with, such as an NDA and non compete agreement for them, if applicable to your state. Protect yourself. And bring a local business acquainted consultant with you, if you can find one (if not local then from your state).", "replies": [{"id": "fikm3yx", "text": "No idea why this post would be downvoted. This is strong advice to execute NDA and non-compete agreements.", "replies": [{"id": "fiknsn4", "text": "We already do have an NDA/Non-circumvent agreement in place but I don't know if they would sign an actual non-compete.", "replies": [{"id": "fikqbry", "text": "Once the mechanics of a deal is shared, you can't claw it back. Our company has done very unique proprietary deals totaling far north of a billion dollars since the early 1990's, we won't do business with a company that won't sign them. Yours may not, that is a risk you should consider.", "replies": [{"id": "filoajj", "text": "&gt; Once the mechanics of a deal is shared, you can't claw it back.\n\n+1", "replies": [], "depth": 5}], "depth": 4}], "depth": 3}, {"id": "fil9vh3", "text": "A legit firm would never sign those.\n\nAnyone who thinks they can enforce those in court would need extraordinarily deep pockets.", "replies": [{"id": "fiobpw3", "text": "That\u2019s dumb. Everyone in RE signs NDAs it is standard", "replies": [{"id": "fiogrkv", "text": "&gt; when they learned about our business model they decided they wanted to explore the possibility of applying our model to other commercial multi-family buildings in which they have ownership stakes.\n\nThis isn't real estate, it's intellectual property. Good luck getting a firm VC / PE firm to sign an NDA. Many of my friends are in this space and it's understood that no one will sign something like that. PE firms are in the business of scaling ideas with their own resources. This isn't trading an NDA for an OM / opex / rent roll\u2026", "replies": [], "depth": 5}], "depth": 4}], "depth": 3}], "depth": 2}, {"id": "fikny5h", "text": "This is my question. I do want to come to the meeting with a goal in mind but I have built my business all by myself over the past 11+ years and have never dealt with PE firms. I'd love to find someone who can walk me through what would be best for me and what I should be asking for. Who is that person? RE Attorney? Biz consultant? Someone who has negotiated these partnerships before?", "replies": [{"id": "fikrzx8", "text": "I could offer general advice by phone if you'd like, free, because I'm unlikely to be in your state or your niche. But if you want local advice, try searching for a business evaluation specialist - the folks who price businesses. They might be able to help you directly, and would otherwise be able to refer you to someone who can. Look in the biggest city in your state for such a company - they can be hard to track down.", "replies": [], "depth": 3}], "depth": 2}], "depth": 1}, {"id": "fikco6g", "text": "Do you need the money? If your model is that in demand you can find capital elsewhere without giving up your business model", "replies": [{"id": "fikope1", "text": "My market is incredibly competitive in CRE so having access to capital certainly has its advantages if I'm going to grow my business the way I need to. As it stands, I am literally turning away clients as I am at full capacity with nowhere to put them.", "replies": [{"id": "filygin", "text": "There is a lot of money out there. Look for someone else if these guys make you uncomfortable. Plenty of PE funds have no interest in directly competing with their placements. You should also consider debt financing: again, a lot of capital is available and at good rates. Either way, reach out to a couple capital consultants or advisors to see what potential sources of funds you might have.\n\nYou might also consider networking in your area and finding non-RE individuals interested in being silent partners.\n\nI\u2019m not in your market, and almost certainly not in your niche. I\u2019d be happy to offer any input or advice I can, or at least point you to some outfits I have interacted with.", "replies": [], "depth": 3}], "depth": 2}], "depth": 1}, {"id": "fikwokj", "text": "As a PE guy my self, be freakimg careful.  You want to get them to sign a non disclosure non compete, its got to be specfic, custom drafted by an attorney.  If they want a real partnership, they would be ok with this.   I suspect You are in a little over your depth here. My advice is to ask them to pay for 10 hours with a nuetral RE contract attorney,  which will draft the NDNC for you. That will cost between 2000 and 5000. If the pe guys aren't willing to pay for that,  they are likely trying to screw you, trust your gut. If you think they are trying to set up a competitor and cut you out. They probably are.. there are other ways to get capital. If your model is so great other pe guys will be interested too. You don't have to pick this firm. I and others wouls be interested in talking to you. Its a balance. You got to lift up your skirt a little to get someone interested,  but you cant reveal some or even most of the show without a NDNC", "replies": [{"id": "filglhd", "text": "I'll be the first to tell you that I am a lot over my depth here. I have never had partners (intentionally) and have built my business to where it is all by myself so this is all very new to me.\n\nI really was only looking for their help with one specific deal since they do a lot of CRE private financing but once they learned more about my model they became super intrigued by it and how they can apply to other properties they partner with.  I'm only interested in building the perfect competitor to my business if the upside is worth it to me.", "replies": [{"id": "filwnnt", "text": "I can\u2019t fathom how they would make the upside worth it to you. Seriously, run.", "replies": [{"id": "fiogz13", "text": "Agree with u/seattle-diarrhea-dad. If we're talking tons of capital, just let them buy you out at a high multiple and you won't have to worry about it. I would run if they try to pick your brain without giving you a hell of a deal first.", "replies": [], "depth": 4}], "depth": 3}], "depth": 2}], "depth": 1}, {"id": "fil4ux9", "text": "Recommend an experienced M&amp;A/Business attorney. A good one is worth every penny in these situations.", "replies": [], "depth": 1}, {"id": "fil73me", "text": "Bounce ideas around with other PE/RE guys. Decide on something that suits you but leave room for negotiation. In the end they are really only bringing the capital. Standard structure would likely be 80/20 (or whatever you can commit, syndicate) and maybe a waterfall that shifts to 60/40 after a 6. (This can be played with a lot) Keep that in the back of your head, but ask them what they envision first. Pointless to have a chat with a lawyer if they aren\u2019t on the same page.  \n\nHave chats, offer to present a structure that makes sense. Then go out and sort it out.", "replies": [{"id": "findjd8", "text": "This is what I'm trying to do but looking for some professional guidance. Who do I speak to about the best way to \"sort it out\". I'd be hesitant to talk to other PE guys locally as I'm sure it's a small club and everyone knows each other", "replies": [], "depth": 2}], "depth": 1}, {"id": "fiobc2x", "text": "The sort it out part is on you, maybe hold hands with an RE lawyer. Depends what stage you\u2019re at. \n\nHave your lawyer prepare JV docs after a chat with your new potential partners. Or ask them to draw up docs. From what it sounds like, you aren\u2019t that stage yet.", "replies": [], "depth": 1}]