Land · room 07 of 07
Worked land structures.
Five situations recur on the land door often enough to be written as types. Each is worked the way the house works every structure: what arrives, what binds it, the routes open, the structure that holds, and where it breaks. Nothing here names a party, a parcel, a value or a date.
The five are a landowner who wants units rather than cash, three cities under one platform, a developer without land, a masterplan plot with a state counterparty, and a portfolio that must exit parcel by parcel.
Land · seven rooms
01 · How a type is read
Five rows, each time
A type is a situation that recurs with its constraints attached, and it is read the same way every time.
Each of the five is worked in the same five rows, so that a reader who knows one knows where to look in the others.
The situation as it reaches the firm: the parties, the state of the access, the programme intended and the register expected.
The constraints, each attributed to the instrument that creates it and the party who can move it.
The structures open to the parties, with what each trades.
The design that survives the constraints, as a chain, a set of terms and a sequence.
The failure particular to the type, decided early and found late.
02 · A landowner who wants units, not cash
Worked land structure one
A family that has held a parcel for two generations wants to stay in what it becomes.
The parcel is urban infill in a Gulf capital, entitled, unencumbered, and held by a family of four signatories through a company one of them runs. The family will not sell for cash. It will contribute, if it keeps a stake, a say and a way out for the one member who wants cash.
A parcel, a family company, a manager forming a closed-ended platform in one of the centres, and a relationship through which the parcel reached the manager. The family wants units, a seat, and consent over what is built. One signatory wants to be paid out.
The tier's test on the family company as a holder; the valuation basis, which must match the platform's later basis; the transfer charge on the contribution in the parcel's state; the signatory who wants cash and will not sign a contribution; and the platform's need to control the parcel it holds.
A sale for cash, which the family refuses. A contribution into a single class, which gives the family a vote it will use on its own parcel. A contribution into a separate class with a lock-up and no consent rights, with the departing signatory paid by deferred consideration from the platform's first close. A joint venture, which gives the family control and makes the platform a minority in its own seed.
The third route. The family company contributes at an independent valuation into a contribution class with a lock-up matched to the programme and no consent over use, programme or sale. The family holds through its company, which passes the tier's test as an undertaking where the individuals might not. The departing signatory is paid by the platform, in cash, against a share of the contribution, funded from first close. The family's seat is on the investors' committee, where every later dealing with it is approved by the other holders. The say the family wanted becomes a right to be consulted on design, written into the development agreement as a consultation and nothing more.
The say. A consultation right drafted as a consent surfaces at the first design change, when the platform discovers the family can stop the scheme on its own parcel. The second failure is the signatory: a contribution signed by three of four surfaces at the registry, which wants the fourth.
No party, no parcel, no value and no date. The type recurs; the instance is read in correspondence.
03 · Three cities, one platform
Worked land structure two
Parcels in three states under one exposure statement.
A manager has access, through relationships, to logistics land near ports in three Gulf states, and wants one platform with an international register. Each state permits a foreign holder differently, charges a transfer differently, and markets a private placement differently.
Three parcels, three ownership regimes, a manager in one of the centres, and a register of institutions in the Gulf, Europe and Asia. The exposure statement names logistics, the three states, and entitled land only.
In the Kingdom, the holder category under the 2025 ownership law and its areas, and the disposition charge on non-Saudi ownership at exit. In Qatar, the named areas a non-Qatari may hold in and the approvals an onshore fund needs to hold real estate. In Kuwait, Decree 195 of 2025, which opens ownership to a licensed real estate fund or portfolio whose activities include dealing, and closes it to everything else. In each, the private placement regime for the register. The concentration limit, which the first parcel breaches alone.
One platform holding all three parcel companies directly, which fails in at least one state. Three platforms, which triples the register. One platform in a centre above a portfolio holder, with a parcel company in each state designed to that state's category: a Saudi vehicle with non-Saudi holders within the permitted areas, a Qatari company in a named area, a Kuwaiti licensed vehicle with dealing among its activities. A ramp-up period for the concentration limits until the third parcel is in.
The third route. The platform is a closed-ended exempt or qualified investor fund in a centre; the portfolio holder sits beneath it; each parcel company is designed to its state before the exposure statement is final, and the one that cannot be solved leaves the seed. The transfer charge in each state is priced into the exit test, parcel by parcel and portfolio whole. The marketing into each state the register sits in is read before the first approach, and the platform's documents carry each regime's required statements.
The category read off the platform. A manager who assumes that a fund permitted to hold land in one state is permitted in the next surfaces at the second registry. The other failure is the register: a placement made into a state whose regime was not read surfaces at the regulator, after the close.
No party, no parcel, no value and no date. The type recurs; the instance is read in correspondence.
04 · A developer without land
Worked land structure three
A developer with a programme, a record and a contractor, and no site.
The developer has appointed the firm. It has delivered three schemes of the typology, has a contractor and a lender, and has no land because the land it wants is held by families who will not sell to a developer. A platform that holds land through relationships is the counterparty it needs, and the question is on what terms it enters.
A developer, a parcel the platform holds under option, a manager who wants the developer's programme and not the developer's control, and a lender whose facility will sit on the parcel company.
The registry's view of the option and of the joint venture shares; the off-plan sales regime, which requires the developer's registration before the first sale; the lender's consents, which reach the programme and every change of control; the platform's tier, which caps assets under development and requires the developer's agreements to go to the committee if the developer is affiliated to anybody on the platform; and the platform's term, inside which the programme must finish.
Forward funding, which makes the developer a contractor and pays a margin: rejected by a developer who wants a promote. Forward purchase, which makes the developer buy the land: rejected by a developer without the capital. A land-for-equity joint venture, with the platform contributing the parcel at the option price and the developer contributing the programme, a minority of the equity and its promote above the hurdle. An option and development agreement, with the developer taking title at the value event and the platform paid out: rejected by a platform that wants the completed asset.
The joint venture. The platform holds the majority and a senior class; the developer holds a minority, the promote and the programme. The control matrix gives design, programme, budget and sales to the developer within thresholds, and financing, disposal and change of control to the platform. Overrun is paid from contingency, then promote, then both in proportion with dilution. Step-in triggers are dated and defined. The developer's three exits are priced by formula at formation. The developer registers for off-plan sales before the first launch, and the lender's facility is signed beside the joint venture so that its triggers do not arrive first.
The threshold left to a budget to be agreed, which the developer in possession of the site wins. The second failure is the promote measured on a valuation day rather than on realisation, which surfaces at exit.
No party, no parcel, no value and no date. The type recurs; the instance is read in correspondence.
05 · A masterplan plot with a state counterparty
Worked land structure four
A plot inside a state-led masterplan is governed twice.
The plot sits inside a masterplan a state body is delivering, on a usufruct with a term, under a design code, a phasing plan and a master developer's consents that sit above the ordinary planning regime. The access came through the master developer's own programme for private participation, and the platform is a hospitality vehicle with an operator already chosen.
A plot under a usufruct from a state body, an operator's management agreement in negotiation, a manager forming a platform for the hospitality typology, and a master developer whose consent sits on every drawing.
The term of the usufruct against the platform's term and the operator's agreement; the master developer's consents as a second regime, with its own calendar that nobody in the platform controls; the state body's approval for any change of control above the plot; the design code and the phasing, which fix the programme from outside; and a buy-back the state body holds if the programme is not delivered by a date.
Buying the usufruct outright at formation, which puts the platform on the state body's clock with no protection. A conditional contract, conditional on the master developer's approval of the scheme, the operator's agreement being signed, and the lender's terms, with the platform holding the condition calendar. A joint venture with the master developer, which the master developer does not offer. An option over the usufruct, which the state body will not grant.
The conditional contract. The platform contracts for the usufruct conditional on three named approvals, each with a date and an owner, and takes the plot only when all three exist. The term of the usufruct is read against the operator's agreement and the platform's exit, and the exit is a sale of the parcel company to a holder the state body approves, with the approval process written into the exit test. The buy-back is read as the state body's step-in, and the programme is built so that its date is never reached. Every consent is a dependency on the sequence, with the party who grants it named, and the platform's term carries an extension for the master developer's calendar.
The term. A usufruct whose remaining term is shorter than the programme plus the exit surfaces at the sale, when the purchaser prices the years. The second failure is the value event: a platform that underwrote the masterplan's progress as if it controlled it surfaces at the first slip in a calendar it never held.
No party, no parcel, no value and no date. The type recurs; the instance is read in correspondence.
06 · A portfolio that must exit parcel by parcel
Worked land structure five
Eight parcels, developed and sold over a term, and no single purchaser for the whole.
A develop-and-sell platform holds eight residential parcels across two states, each with its own developer and lender, and will exit by selling each parcel company as its scheme completes. The register wants distributions as each sale closes; the manager wants to recycle into the pipeline for a period.
Eight parcel companies beneath a portfolio holder beneath a closed-ended platform in a centre, eight development agreements, four lenders, two states with two transfer regimes, and a register that subscribed to parcel-by-parcel exit.
The lenders' consents, one per facility, on the sale of each parcel company; the transfer charge and registration regime in each state, on each sale; the developers' promotes, which crystallise parcel by parcel; the recycling period in the constitution; the closed term and its extensions; and the last parcel, which may have no purchaser at the term's end.
Selling the portfolio holder whole, which the exposure statement did not contemplate and the register did not subscribe to. Selling each parcel company as it completes, with distributions as each closes. The same, with recycling into new admissions for a stated period, then distributions. Distributing the last parcel company in kind to the register, where the holders are permitted holders in that state.
The third route, with the fourth held in reserve. One company per parcel with no cross-guarantees, so each sells clean. The lenders' consents and the transfer charges priced into each parcel's exit at entry. Recycling permitted for a stated period after first close and not after, so the register knows when distributions begin. The promote on each parcel crystallised on that parcel's realisation, under the joint venture waterfall, before the platform's waterfall runs. The last parcel provided for twice: an extension on the committee's consent to sell it, and a distribution in kind where the register can receive it, with the holders who cannot paid in cash from the others.
Two parcels in one company, put there for convenience in the first year, which surfaces at the sale of one. The second failure is the in-kind distribution to a register that includes a holder the state does not permit, which surfaces at the registry on the last day of the term.
No party, no parcel, no value and no date. The type recurs; the instance is read in correspondence.
07 · Where the work stops
The line
Your counsel signs the law. We design the structure that advice is set against, and stress-test it before the documents are drawn.
Three rows: what returns from a worked type, what stays with the parties' own advisers, and who takes the decision.
The instance of the type, worked for the party who appointed the firm: what arrives, what binds with each constraint attributed, the routes with what each trades, the structure that holds as a chain, a set of terms and a sequence, and where it breaks. Written so the parties' counsel can draft to it.
Every instrument; every opinion on title, tenure, category and tier; every valuation; every tax position in every state, which sits with the tax adviser in its own name; and each party's own advice on whether to proceed.
The party who appointed the firm, on those opinions. The other parties decide for themselves and contract with each other.
The land door ends with these five. The access, the portfolio, the platform, the developer and the exposure are read before these five, and the fifteen worked structures under Perspectives work the same method on funds, platforms and positions.
None of this is advice, and none of it invites any investment or names any land. It is our reading of a structure, and your counsel signs the law.
Read with the fifteen worked structures under Perspectives, and the structures family
Land · 11 minute readLandLand reaches the firm through relationships with the people who own it, in several markets. The firm designs the platform the land can enter: the portfolio, the vehicle, the developer interface and the exposure an investor holds. Six rooms, for fund managers, developers and landowners.
Land · 11 minute readThe accessHow land reaches the firm: through relationships with the people who own it, in several markets. The states an access can be in, what a parcel’s file holds before a vehicle can hold the parcel, and what each kind of land needs.
Land · 14 minute readThe platformThe vehicle that holds a land portfolio: seven forms by centre and state, the tier and who may hold, classes and the waterfall, valuation and reporting, liquidity and financing, governance and related parties, and the exit written at entry.
What this room is attached to
- The method it follows Perspectives · worked structures
- The position it ends in Land · the exposure
- The door it belongs to Land