Kutak Rock’s REIT practice group represents every type of REIT, including equity REITs, mortgage REITs, hybrid REITs and special purpose REITs. We understand that our REIT clients require specific knowledge of the REIT provisions of the Internal Revenue Code, corporate law, corporate governance, securities laws, partnership law and taxation, joint ventures, mergers and acquisitions, executive compensation, employment benefits and the Employment Retirement Income Security Act (ERISA).
During the formation stage, we have advised clients on whether to organize their REIT as a self-advised or third-party (externally) advised REIT. REITs can be formed in both public and private securities offerings. The formation transactions can utilize the direct contribution of real estate assets to a REIT or to an UPREIT (umbrella partnership of a real estate investment trust) or single-property DOWNREIT in tax-deferred transactions. REITs also can be formed using a partnership roll-up, a structure which Kutak Rock attorneys pioneered in 1994. We also advise clients regarding the unique legal issues associated with certain types of investors such as pension plans, foreign investment vehicles and government investors, and the use of “blocking” investment structures.
In addition to REIT-specific issues, our attorneys assist clients with other areas of their business, including issues under the Investment Company Act of 1940, advising boards of directors on corporate governance and other matters, environmental concerns, bankruptcy, workouts and restructurings, joint ventures and real estate funding formations, securitization transactions, leasing, commercial construction and development, stock option plans, employment matters, shareholder rights plans, national securities exchange matters and dividend reinvestment plans.