Structure, negotiate, and execute complex commercial real estate transactions with a strategy aligned to investment objectives, financing considerations, operational flexibility, and long-term tax efficiency.

We advise investors, developers, businesses, and multinational owners in transactions where ownership structure, financing strategy, and tax positioning materially affect long-term outcome and exposure.

 

Commercial real estate transactions are often among the most significant financial and tax-sensitive commitments businesses and investors undertake - and seemingly minor structural decisions can materially affect tax exposure, financing flexibility, operational control, and long-term exit outcomes.

 

We advise clients where legal execution, capital structure, and tax strategy intersect.

 

In many cases, the most important real estate decisions are made before documents are signed, financing closes, or ownership structures become fixed.

 

What Most Real Estate Investors Get Wrong

 

• Underestimating tax consequences (especially on exit)

• Poor ownership structuring

• Overlooking lease liabilities and hidden costs

• Failing to align financing with long-term strategy

• Waiting too long to evaluate tax consequences or certainty strategies before transaction flexibility is reduced

 

In certain tax-sensitive transactions, advance certainty through a Private Letter Ruling may be appropriate before a transaction closes.

​

​

​

​

Acquisitions & Dispositions

 

We advise on acquisitions and ownership structures where tax treatment, financing alignment, operational flexibility, and exit planning must be coordinated from the outset, including:

 

• Purchase and sale of commercial properties

• Multi-entity ownership structures

• Joint venture arrangements

• Tenant in common (TIC) planning

 

Leasing & Operations

 

• Retail, office, and warehouse leasing

• Ground leases and long-term structures

• Licensing arrangements

 

Tax-Driven Real Estate Strategy

 

We advise on transaction structures designed to improve long-term tax efficiency, preserve flexibility, and reduce future controversy risk, including:

 

• IRC §1031 exchanges

• Capital gain preservation strategies

• Ownership and entity structuring

• Cross-border real estate considerations

• Transaction structures involving advance IRS certainty strategies, including Private Letter Ruling requests involving tax-sensitive transactions.

 

Early structuring decisions often determine whether flexibility, tax efficiency, or certainty can later be preserved.

​

​

​

​

Beyond the Real Estate Deal

 

Most real estate lawyers focus primarily on documenting transactions.

We focus on how transaction structure affects:

 

• Tax exposure

• Investment returns

• Financing flexibility

• Ownership alignment

• Exit strategy

• Long-term controversy risk

 

Because decisions made during acquisition and structuring often determine the issues that later arise in audits, restructurings, disputes, and exits, including disputes later addressed through IRS Appeals where positions were not strategically developed from the outset.

​

​

​

​

Representative Matters

​

• Structured §1031 exchanges involving multi-state commercial properties

• Advised on refinancing of commercial office assets

• Represented acquisition of mixed-use developments

• Designed structures to preserve capital gains treatment

• Negotiated leasing transactions across NY, VA, MD, and DC

• Obtained IRS guidance supporting transaction certainty

 

Many of these matters involved tax-sensitive structuring decisions where early planning materially affected long-term investment flexibility, audit exposure, and exit efficiency.

 

Who We Represent 

 

We represent:

 

• Real estate investors and developers

• Property owners and operators

• Family offices and institutional participants

• CFOs, finance leaders, and investment managers

• Domestic and multinational investors operating across jurisdictions​

 

Before You Commit to a Structure or Term

 

In commercial real estate transactions, early structural decisions often materially affect:

 

• Tax exposure

• Financing flexibility

• Operational control

• Exit efficiency 

• Long-term investment value

• Future controversy risk

 

A focused strategic evaluation can help determine:

 

• Whether the ownership and financing structure aligns with long-term objectives

• Whether tax-efficient or certainty-oriented strategies should be implemented early

• How investment, operational, and tax considerations interact

• How to reduce future audit and controversy exposure before positions become fixed

 

Commercial real estate transactions are not merely acquisitions - they are long-term strategic investments where structure often determines outcome.