Mastering REITs: Key tax, securities and other considerations

Howard Berkenblit
Sarah Wellings
Connie Lee
Howard Berkenblit | Sullivan & Worcester LLP
Sarah Wellings | Sullivan & Worcester LLP
Connie Lee | Sullivan & Worcester LLP
On-Demand: September 24, 2024

2 hour CLE

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Program Summary

This course provides attendees with a clear picture of legal, regulatory and tax considerations for real estate investment trusts (REITs), with a special focus on: the basics of REIT formation, the ongoing requirements in operation of REITs, the tax and corporate considerations of the presence of REITs at different levels in the real estate ownership structure, and what tax and securities law issues counsel must consider when representing REITs that are involved in real estate transactions, including contributions, joint ventures, and financing.

Key topics to be discussed:

  • Type of REITs and formation issues
  • Tax issues and ongoing requirements for REITs
  • REIT governance and securities issues

Closed-captioning available

Speakers

Howard Berkenblit_myLawCLEHoward Berkenblit | Sullivan & Worcester LLP

Howard is the leader of Sullivan’s Capital Markets Group. He specializes in counseling both public and private companies involved in equity and debt financings, including IPOs and follow-on public offerings as well as private placements, and regularly advises clients regarding ongoing corporate governance and disclosure matters, stock exchange listing standards and Sarbanes-Oxley Act and Dodd-Frank Act compliance.

Howard advises companies in a number of industries including real estate investment trusts (REITs), technology and life sciences companies. As part of his practice, Howard frequently advises Israeli and other international companies that seek to have their securities traded in the United States. His clients vary in size from smaller reporting companies and emerging growth companies to well-known seasoned issuers and are listed on Nasdaq, NYSE and OTC.

Howard excels at deciphering complex SEC rules and advising clients in how to apply them. He efficiently works through “gray” areas with clients to achieve an appropriate balance of business goals within the parameters of legal constraints. Howard’s goal is to help companies and their executives effectively negotiate transactions and achieve well-honed communications and disclosures as part of their overall strategies.

Howard writes and speaks extensively on many securities and governance topics. He is also the editor of The SEC Pulse, a blog that provides updates and commentary from our Capital Markets Group on issues affecting publicly traded and privately owned businesses, investment banks, foreign companies, boards of directors and company officers.

When not advising on Capital Markets matters, Howard enjoys long-distance running and acting in community theater productions.

 

Sarah D. Wellings_myLawCLESarah Wellings | Sullivan & Worcester LLP

Sarah is a member of Sullivan’s REITs Practice Group. She advises public and private REITs, both domestic and foreign, in various industries, including: data centers, office buildings, commercial retail space, distributed antenna systems, timberlands and agricultural properties. She focuses on structuring and compliance work, including cross-border transactions.

Sarah also has experience involving federal and state tax litigation and transactional planning involving corporate, franchise, personal income and sales/use tax matters, and in advising tax-exempt organizations, including public charities, on all aspects of operations.

 

Connie Lee_myLawCLEConnie Lee | Sullivan & Worcester LLP

Connie is a tax associate in Sullivan’s Boston office. She received her J.D. from Boston College Law School, where she served as a BC Law Ambassador and was active in several student organizations, including the Asian Pacific American Law Student Association, the Women’s Law Center and the LAHANAS Affinity Group. She was also a member of the Jessup International Moot Court Team.

Agenda

I. Understanding REITs | 1:00pm 1:20pm
  • Definition of REITs
  • The REIT structure and its evolution
  • Key benefits and advantages of REITs
  • Key components of REITs

II. Types of REITs | 1:20pm 1:40pm

  • Equity REITs
  • Mortgage REITs
  • Hybrid REITs
  • Specialized REITs

III. REIT organizational structure | 1:40pm 2:00pm

  • Shareholder rights and responsibilities
  • Board of Directors and management roles
  • REIT advisor and manager relationships

Break | 2:00pm 2:10pm

IV. REIT property portfolio management | 2:10pm 2:30pm

  • Property acquisition and disposition strategies
  • Property management and leasing operations
  • Risk management and asset allocation

V. Tax issues in REITs | 2:30pm 2:50pm

  • REIT taxation
  • Tax treatment of REIT income and gains
  • REIT qualification and compliance requirements
  • Tax implications of REIT distributions

VI. Advanced REIT tax topics | 2:50pm 3:10pm

  • REIT taxable income and losses
  • Calculation of REIT taxable income and losses
  • Impact of tax laws and regulations on REIT operations
  • Strategies for minimizing REIT tax liabilities
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