Real Estate Investment Trust (REIT)

OUR PRACTICE

Since real estate investment trusts (REITs) were created in 1960, Sutherland has been advising corporations and other clients considering and implementing REIT structures as business, investment and/or tax strategies. Our services include advice on REIT formation, organization, operation, regulatory compliance and distribution.

For every client considering and implementing a REIT structure, we provide a multidisciplinary team of corporate, finance, real estate and tax attorneys who understand the critical issues to consider and assess. We work closely with clients responding to the challenges and opportunities in REIT formation, and we employ innovative and sophisticated approaches that meet client requirements for practical and cost-effective solutions.

Sutherland helps clients navigate the full range of issues presented in REIT formation and operation, including:

  • Tax Structuring – Our nationally recognized tax practice provides insight and perspective on both the intent and application of the Internal Revenue Code and the Treasury regulations applicable to the formation of REITs. In the formation process, our tax attorneys:

    - Ensure the REIT meets organizational and operational requirements.
    - Structure formation to minimize taxes on transfer or acquisition of property.
  • Entity Formation – Our corporate attorneys are experienced in the formation of REIT entities, the legal issues inherent in forming these entities, and the corporate action needed to establish both public and private REITs. During the formation process, our corporate attorneys:

    - Analyze existing corporate structure.
    - Determine the most efficient and effective way to structure asset transfers.
    - Prepare all necessary corporate and governance documents.

  • Securities Registration – Our securities attorneys regularly advise companies at every stage of development, from creating structures, to obtaining initial financing, to handling nationally syndicated offerings. They also:

    - Manage securities law considerations and help prepare U.S. Securities and Exchange Commission (SEC) registration statements and prospectuses or private placement documents, as applicable.
    - Assist with ongoing SEC filing requirements, such as annual reports on Form 10-K, quarterly reports on Form 10-Q, and press releases.

  • Real Estate Matters – We understand the constraints applicable to the operation of a REIT, and we are exceptionally experienced in the negotiation and documentation of financial transactions involving REITs. In the formation process, our real estate attorneys:

    - Conduct due diligence, including assessment of REIT qualification considerations.
    - Review existing leases and other agreements affecting the transfer of real property assets.
    - Review and endorse any existing title insurance policies.
    - Document the transfer or spin-off of real property interests.

  • Distribution and Marketing – Our broker-dealer practice team provides comprehensive services to the distribution operations of investment program and product sponsors, with a particular emphasis on practical, innovative solutions. Our attorneys:

    - Form broker-dealers and assist firms in implementing supervisory and compliance systems.
    - Regularly review and advise on marketing materials and approaches.
    - Assist with designing and implementing compensation arrangements, both for the sales force and the distribution network, that comply with regulatory requirements.

THE SUTHERLAND APPROACH

Sutherland provides practical and cost-effective solutions to client needs. Regardless of the size and complexity of a matter, we are sensitive to the need for continuity in case management.

Together with our clients, we identify a partner to manage the relationship and matter. This relationship partner collaborates with the multidisciplinary REIT team and draws on the experience of individual tax, corporate and real estate team members as needed. We deliberately do not overstaff transactions; however, in major matters requiring intensive legal activity, we have the resources to respond with the combined talents of approximately 425 lawyers.

© 2012 Sutherland Asbill & Brennan LLP