Picture the scene. A refinancing is in progress. The lender wants a full beneficial ownership pack across the structure. Legal is pulling together director lists from the company secretarial system. Finance has its own version of the group chart, built two transactions ago in PowerPoint, updated once, then updated again by someone who has since left. The title company has slightly different records for one of the holding vehicles. Nobody is lying. Everyone has just been working from a slightly different version of the same reality.
The deal does not fall over. It nearly does. It takes three weeks longer than it should. The CFO, who is a director of 14 of the entities involved, is assured that everything is under control. They have learned to find that phrase more unsettling than reassuring.
Now picture the same moment from the other side of the table.
An institutional investor (a pension fund, an endowment, a sovereign wealth fund allocating to a U.S. real estat
