Fundraising Maven: Goodwin’s John Ferguson on Advising CRE Funds

John Ferguson knows a lot about real estate, and he might know even more about commercial real estate fundraising. Ferguson serves as co-chair of law firm Goodwin Procter’s global real estate group, whose practice is divided about 60 percent U.S. investment and 40 percent into countries across Europe and Asia. 

For the last 26 years, Ferguson’s focus has been representing investment managers who raise private capital for real estate investment. Not for nothing, Goodwin counts Brookfield, Ares Capital and The Carlyle Group among its clients. Ferguson sat down with CO to discuss his career and the heady world of big-ticket commercial real estate fundraising and investment strategy. 

(This article has been edited for length and clarity)

Commercial Observer: Are your clients mainly opportunistic funds, or are these value-add, core, core-plus? 

John Ferguson: I mean, we do all of that in the closed-end private equity-style fund model. We also have a bunch of open-end, more core, income-oriented-style fund clients, and we do non-traded REITs and other things. So we cover it all. Not surprisingly, what’s active in the market, and where the capital is flowing at any particular moment in time, tends to fluctuate. Right before the pandemic, gateway city, core office, was what everybody wanted. And then the pandemic hit, there’s some major shifts overnight, literally, and things like logistics and cold storage really heated up. Life science was really big for a while, they had a moment, and I think that moment might have passed. Now data centers are all the rage, from both a development perspective and more of a core perspective, so different pockets of the market are always seeing different levels of activity, 

What impact has President Trump’s tariff policy had on the CRE fundraising marketplace in the last month?

It is a bit early to tell the extent of the impact of the U.S. tariff pronouncements and events of the last month or so on the commitments and flows of non-U.S. capital into U.S. commercial real estate. Often, there is a lag. From our vantage point, during the second half of 2024 and the first quarter of 2025, we had been experiencing an uptick in transactions and capital-raising alongside our clients. It very much started to feel like many parts of the market were starting to clear, and certain markets had bottomed out. We experienced an uptick in buying, selling, financings, refinancings and recapitalizations, including, for example, in office. Anecdotally, we are seeing and hearing that some non-U.S. investors have become apprehensive about underwriting opportunities — which in commercial real estate tend to be longer-dated commitments often in the five- to 10-year range — and that has introduced potential additional risk that could result in a chilling effect on the flow of non-U.S. capital into the U.S., and/or raise the cost of that capital by increasing return expectations in underwriting.

Do you typically work with the same investors, or are you constantly representing new clients? 

I would say that there’s always a core stable of existing investors re-upping for the next fund, which all the new money tends to look to as a bellwether of confidence in the manager. So in order to attract new money, I do think it’s important for folks to have sticky, consistent, sort of old money re-upping with them as a seal of approval. But most of our clients are trying to branch out. There’s been a big movement to create retail capital theaters or put what have been historically institutional real estate products that are private onto wirehouse platforms and try to attract high-worth individual capital. 

Is there a way to almost democratize the entire industry, even if they’re just pension funds, so that instead of the same very small group of players, it’s not the same high-net-worth individuals or family offices that keep making money on their own money every year? 

A lot of the institutional capital, certainly in the U.S., going into real estate funds is public pension plan money. For example, many of the big institutional investors in real estate (think CalStrs, for example) consist of the retirement money of public employees of different states. So, to the extent that that’s the kind of democratization and participation to which you refer, I do think there’s a healthy component that’s already there. Typically, private funds are private placements, so under U.S. securities laws, unless you’re doing a registered offering, there are limitations on net-worth requirements and other limitations. So, if you’re talking about “democratization” of commercial real estate that is not within the current private placement regime, then you need to start looking at other vehicles, at least under current law. And those exist. Publicly offered vehicles, REITs, mutual funds that invest in REIT stock – they are out there. But if you’re talking about private funds that have historically been institutionally targeted, those to date have always been done under the private placement regime, and, by definition, that sort of excludes part of the direct market.

As an attorney, how did you go about building your client base to get to this point? What went into becoming a specialist attorney? 

Some combination of dumb luck, being in the right place at the right time, and doing a set of things that converged in the market, So I’ve been doing this for 26 years now. I started out of law school at Goodwin, doing a range of corporate transactional work, real estate transactional work down at the asset level, buying, selling, financing, and probably around 2004 the institutional real estate fund market, which had always existed, really kind of started taking off. We had a lot of real estate clients, we had broad corporate expertise, and we’ve always had at Goodwin a really well-known and deep public REIT practice, and so it really kind of grew next to our public market real estate practice as sort of a private component. We just have a long list of clients that have been big players in real estate, so we grew as the industry grew around us. 

What has been the most significant innovation that you’ve seen in 26 years in real estate finance? 

As is often the case in practicing law in a business context, things that start out as really novel, cutting-edge things, over time, tend to  become more normalized and commoditized. The market is always looking for the next new thing. For instance, 20 years ago, securitization structures were really innovative and cutting-edge, and those all still exist, but from the perspective of working on a lot of them in the industry, it’s become a bit of a volume business. I think that’s happening and probably will happen to the private fund world in our lifetime. What was really bespoke, regulatory, tax-intensive legal work 15 years ago is pretty normal now. So if you’re raising a fund, bringing in different flavors of non-U.S. and U.S. capital and mixing and matching it all, there’s a fairly well-known set of trodden paths to do that from a structuring perspective and piecing it all together. So it’s already happening, and I think it’ll continue to happen. 

As an attorney, are you mainly advising your clients on those structures, or are you giving advice as to where and how to invest? 

With our clients, I would say they look to us half for legal advice and half for market context, strategic intelligence. In 2025, perfect legal advice and perfect legal documents really are table stakes, and so I think the differentiator for us, and our business, is we do a lot of work in this space for a lot of different people, U.S, non-U.S., public or private, and a lot of the perceived value-add [we bring] is being able to talk about relative cost of capital, relative tradeoffs from doing one paradigm versus another paradigm. I mean, we have people who come in and say, “Oh, I want to do a fund.” And, we don’t think of ourselves as being in the business of selling funds. We do a lot of funds, but, we sort of start and say, “Well, why do you want to do a fund? What does that mean for you? And how are you planning to invest the money that you’re gonna raise?” And so we try to think of ourselves more as the enterprise architecture business than just selling any particular product, and it resonates with people.

Would be your best investment advice as a real estate finance expert? 

I think that best advice is to be patient and not let any particular kind of paradigm, or model vehicle that you have, unduly influence the behavior of your investment strategy and your investment conviction. For example, a typical private equity real estate fund, you get paid a management fee over a number of years to invest the money, and I think a lot of our clients and investment managers feel a lot of pressure to put the money out that they’ve raised, and they start hearing from their investors: “Hey, I’m paying you a fee. You’re not using my money. What’s going on?” And there’s a risk inherent in the model that someone feels from the pressure to make a lot of investments because that’s the way the system is built. And that may or may not be the right thing at the right time, depending upon how you plan to make money, what you’re seeing in the market, or what capitalization is available. And I think it’s just important to not let the capital markets unduly influence your core business, which is really not raising capital, but investing money for more returns. 

Brian Pascus can be reached at bpascus@commercialobserver.com