Our tax group works in concert with our real estate attorneys to service the real estate industry. This has led to some industry leading niche practice areas such as our Opportunity Zone Practice Group. Additionally, our tax attorneys have handled exceptionally complicated real estate joint ventures, REIT structuring, real estate fund formation, inbound and outbound investment transactions, 1031 exchanges, mergers and acquisitions, restructurings, financial instruments, investment funds, executive compensation and employee benefits, and tax controversy work.
Practice Group Leader: Jessica Millett
Real Estate Specific Tax Services
The Firm’s Tax Group provides sophisticated tax advice in all areas related to real estate transactions, including the following:
- Opportunity Zone investments and Qualified Opportunity Fund structures
- Structuring tax-free like-kind exchanges under Section 1031
- Real estate development joint ventures
- Complex equity participations and debt restructurings
- Fund manager compensation
- Real estate fund formation
- UBTI-sensitive structures, including fraction’s rule compliant partnerships
- Foreign investment in US real estate (including avoiding FIRPTA for foreign investors)
- Structures for investment in non-US real estate and debt
- Structuring leases
- Avoiding cancellation of indebtedness Income
- New York State and City transfer taxes
- Structuring REIT transactions and managing REIT compliance
Tax Services Complementing Real Estate Tax Practice
Complementing its transactional real estate tax work, the Firm’s Tax Group provides tax advisory services in the following areas:
Subchapter K and Passthrough Taxation (LLCs, Partnerships, REITs)
- Structuring fund investment and operational structures
- Advising on complex allocation rules
- Designing promotes and carried interests
- Structuring tax-efficient mergers and divisions of LLCs and partnerships
- Structuring transfers of interests in LLCs and partnerships
- Structuring for foreign and tax-exempt investors
- Negotiating side letters with investors
Mergers & Acquisitions
- Designing the deal, whether it is a headline merger of international public companies or a non-public strategic acquisition or buy-out
- Issuing opinions or obtaining IRS rulings on tax-free spinoffs and acquisitions
- Maximizing the tax benefit of financing costs
- Avoiding cancellation of debt income
- Preserving loss carryforwards and other tax benefits
- Managing accruals on distressed debt
- Analyzing debt and equity derivatives, including structured notes
- Designing securitization arrangements, rights offerings, bank capital, as well as conventional debt and equity
- Advising on rights offerings and bank capital
- Representing clients against the IRS and New York tax authorities
- Resolving disputes before they escalate
- Achieving highly favorable outcomes with vigorous advocacy
Given the globalization of commercial real estate, an in-depth familiarity in international tax issues is essential. Cross-border transactions (inbound or outbound) invariably have critical tax issues. Our tax attorneys have deep expertise in these issues and works closely with attorneys in our Real Estate Practice Group in these matters. Our tax lawyers also regularly advise our non-U.S. clients on a myriad of issues relating to investments in the U.S., including the following:
- Avoiding being engaged in a “trade or business” in the U.S.
- Minimizing withholding tax burdens
- Navigating anti-deferral regimes such as the PFIC and CFC rules
- Preserving exemptions for foreign pension and sovereign wealth funds
- Securing treaty benefits
- Integrating U.S. and foreign tax planning to minimize overall tax burdens
- Dealing with FATCA and other foreign accounts reporting
- Avoiding FIRPTA for foreign investors
- Structuring to comply with the portfolio interest exemption
- Negotiating cross-border financing arrangements
- Advising on loan origination issues for non-U.S. investors
- Structuring complex transactions
Partner Jessica Millett leads the D&S tax practice. Jessica Millett is an expert in U.S. tax issues that arise in complex real estate transactions, notably Qualified Opportunity Fund structures and cross-border investments. Ms. Millett is at the forefront of structuring investments into Opportunity Zones along with the D&S real estate team. She also has extensive experience in FIRPTA structuring for non-U.S. clients, and she is Chair of the Subcommittee for Foreign Investors of the ABA Tax Section Real Estate Committee.
The group is also bolstered by Stephen Land. Stephen Land is one of the most pre-eminent tax lawyers in the United States. He is an expert in international finance and advises on transactions and controversies involving complex financial instruments. He is a graduate of Harvard College – Harvard Law School – Harvard Business School – and an alum of Sullivan & Cromwell and Linklaters. Mr. Land is the former Chair of the Tax Section of the New York State Bar Association, leading its work as the most respected provider in the United States of technical commentary on tax regulations and legislation.
Our tax attorneys have handled exceptionally complicated real estate joint ventures, REIT structuring, real estate fund formation, inbound and outbound investment transactions, 1031 exchanges, mergers and acquisitions, restructurings, financial instruments, investment funds, executive compensation and employee benefits, and tax controversy work.
D&S is unrivaled in the Opportunity Zone space. Opportunity Zones are a game-changer for the real estate industry, and we are an industry leader in this space on the tax side as well as the real estate transactional side. For further information on our Opportunity Zone Practice Group, please click here.
In addition, the Firm’s tax lawyers pride themselves on being user-friendly to both clients of the Firm and non-tax-lawyers at the Firm. They are easy to speak to and can translate difficult and complex problems into understandable descriptions that are easy for non-tax minds to work with. Our tax lawyers have a mission to avoid the easy way out (i.e., of just saying “no”). Instead, they think around problems while both (i) being appropriately conservative and (ii) finding a solution that works.