Practice Areas & Industries: Sutherland Asbill & Brennan LLP

 




Real Estate Investment Trusts (REIT) Return to Practice Areas & Industries

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Practice/Industry Group Overview

Sutherland attorneys advise clients on REIT formation, organization, operation, regulatory compliance and distribution.

With depth and knowledge in tax, securities, real estate and corporate law, Sutherland helps clients explore and manage Real Estate Investment Trusts (REIT) and REIT investment opportunities. We are particularly sensitive to the requirements of institutional investors and insurance companies that co-invest with REITs. Our transactional experience with timber and agribusiness industries is especially strong—we secured the first ruling from the Internal Revenue Service that permitted holding timberland investments as a REIT.

Sutherland helps clients navigate the full range of REIT sponsor issues including formation, tax structuring, analysis of existing corporate structures, securities registration and related securities issues, real estate considerations, as well as distribution and marketing considerations. We work with clients to develop solutions that will enable them to smoothly operate and achieve their investing goals.

We also work closely with our clients who invest in REITs to understand their goals and strategies, and we employ innovative and sophisticated approaches that result in practical and cost-effective solutions to structuring their investments. Sutherland attorneys are active in the Real Estate Investment Securities Association (REISA) and the Investment Program Association (IPA), which provide perspective on the latest trends and challenges affecting REITs and allows us to serve as advocates for industry issues on behalf of our clients.

Why Sutherland
Timber REIT expertise.
While Sutherland attorneys assist with a wide range of REITs, we have carved out a particular niche in timber REITs and are renowned for our timber practice.

Team approach. REITs encompass a wide range of areas, and we can draw on Sutherland’s team of real estate, tax, corporate, finance and securities compliance attorneys to address them all.

Compliance services. We advise clients on all aspects of federal and state securities compliance for REITs, including compliance issues for broker-dealer platforms that distribute investments in REITs, as well as SEC disclosure issues, FINRA advertising issues and FINRA arbitration matters.

State and federal reach. REITs are impacted by a range of laws and regulations, from state blue sky issues to SEC and IRS oversight. We help clients address every issue they face and work proactively to head off potential challenges.

Fresh marketing approaches. We counsel clients on ways to reach investment advisers and their clients with customized marketing for structuring distribution activities.

A highly focused team. Working with clients, we identify a partner who will manage the relationship and the matter, ensuring continuity while drawing on knowledge from individual tax, corporate and real estate team members as needed.

Tax experience. We bring unique insight and perspective on the intent and application of the Internal Revenue Code and Treasury regulations that affect the formation of REITs.

Securities knowledge. Our attorneys advise companies at every stage of REIT development and beyond. We can help design appropriate structures, assist with nationally syndicated offerings, prepare SEC registrations and comply with ongoing SEC requirements.

Understanding and working within constraints. We understand the constraints that apply to operating a REIT, and are experienced in negotiating and documenting financial transactions involving REITs.

Nuts and Bolts
Our team approach allows us to advise clients on every aspect of REITs, including:

  • Tax structuring
    • Internal Revenue Code requirements
    • Treasury regulations
      • Ensuring REITs meet organizational and operational requirements
      • Structuring formations that will minimize taxes on transfer or acquisition of property
         
  • Entity formation
    • Securities law issues inherent in forming these entities
    • Corporate action needed to establish both public and private REITs
      • Analyzing existing corporate structure
      • Determining the most efficient and effective way to structure asset transfers
      • Preparing all necessary corporate and governance documents
         
  • Securities registration
    • Advising clients on creating structures to meet specific objectives
    • Obtaining initial financing for nationally syndicated offerings
    • Managing securities law considerations and helping prepare SEC registration statements and prospectuses or private placement documents, as applicable
    • Coordinating state registration processes and obtaining blue sky clearance
    • Assisting with ongoing SEC filing and disclosure requirements under the Securities Exchange Act of 1934
    • Assisting with ongoing FINRA compliance and filing obligations
       
  • Real estate matters
    • Conducting due diligence and assessing REIT qualification considerations
    • Reviewing existing leases and other agreements affecting the transfer of real property assets
    • Reviewing and endorsing any existing title insurance policies
    • Documenting the transfer or spin-off of real property interests
       
  • Distribution and marketing
    • Forming broker-dealers and negotiating distribution arrangements
    • Assisting firms in developing and implementing comprehensive compliance systems
    • Regularly reviewing and advising on appropriate use of marketing materials and approaches
    • Assisting with the design and implementation of compensation arrangements that comply with regulatory requirements, both for the sales force and the distribution network

Take Action
When the circumstances are right, Real Estate Investment Trusts provide an excellent investment vehicle. Sutherland attorneys can provide guidance on practical, innovative solutions.

Selected Experience
Sutherland advises REIT fund sponsor on marketing and distribution.
Sutherland advised REIT fund sponsor on marketing and distribution provisions.

Sutherland secures regulatory approval in connection with public company restructuring to a REIT.
Our firm obtained a private letter ruling on a cash-election dividend to purge the earnings and profits of a public company that was then converted to a REIT.

Sutherland represents timberland investment partnership in REIT conversion.
A timberland investment partnership composed of tax-exempt investors engaged Sutherland for counsel in converting to a private REIT.