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"Proposed Treasury Regulations Dramatically Alter Existing Debt/Equity Law"

On April 4, 2016, the Internal Revenue Service (IRS) and Treasury Department proposed new Treasury regulations that, if finalized, would become retroactively effective to April 4, 2016, and dramatically alter the tax...more

"Corporate Finance Alert: SEC Staff Issues Rule 144 Guidance Related to REIT Shares Received in Exchange for Operating Partnership...

The staff of the SEC’s Division of Corporation Finance recently issued an interpretive letter concluding that, for purposes of Rule 144 under the Securities Act, the holding period for shares of a publicly traded real estate...more

Allocation Clause Held Enforceable in a Duty To Defend D&O Policy

In Housing. Auth. of New Orleans v. Landmark Ins. Co., 2016 U.S. Dist. LEXIS 24419 (E.D. La. Feb. 29, 2016), the court provided a rare analysis of the interplay between a duty to defend in a D&O policy and the allocation...more

EB-5 financing accelerates in 2016 and favors (1) Hotels, (2) Mixed-Use and (3) Multifamily as top 3 targets for EB-5 funding.

Hotel Lawyer in Los Angeles at the latest EB-5 Summit - If you have been thinking about tapping into EB-5 financing for your development project, this is the time to make your decision and act quickly. If you need...more

Maryland Appellate Court Says “No De Facto Series LLC”

In Kurz, et al. v. AMCP-1, LLC, et al., an unpublished opinion filed on February 10, 2016, the Maryland Court of Special Appeals refused to accept the plaintiff’s argument that the trial court, in disregard of Maryland law,...more

Ghost Offers in Real Estate Transactions

Too Clever by Half - Not so long ago I received a draft agreement of purchase and sale from a practitioner in which he named his purchaser client as “John Doe, in trust, and without personal liability, for a corporation...more

Eric Stern on How Higher Education Does Real Estate [Video]

Eric Stern, partner and co-leader of the real estate practice at Morgan Lewis, talks about the ways universities and colleges in the United States work with real estate developers to make their institutions more attractive to...more

Court Of Chancery Explains Jurisdiction For Veil-Piercing

This is an interesting decision for its discussion on what must be pled to obtain Chancery jurisdiction in a claim seeking to pierce the corporate veil. It is not enough to just allege the entity was used to defraud. Rather,...more

SEC Cites Firm’s Inadequate Books For Delaying Investigation

The SEC took the unusual step of citing the inadequacy of the books and records of the firm for “adversely impacting” its investigation and “causing unreasonably prolonged uncertainty concerning” the company’s historic...more

Unusual Area Of Law For The NC Business Court: Life Estate In A Beach House

When Governor McCrory appointed Judge Gregory McGuire to the Business Court, I doubt that he had any concern whether Judge McGuire had any expertise in the area of trusts and estates. After all, that area of law is not...more

What Condo Companies Can Do About Airbnb-like Organizations

Cheap, short-term rental accommodations through companies like Airbnb Inc. are popular for travelers and condominium owners, however they are not as appealing for condo corporations when they occur in their condo complexes....more

Section 1031 Exchanges: Innovative Strategies and Issues

This webinar addresses the requirements for 1031 Exchanges, the various types of 1031 Exchanges, and issues involving 1031 Exchanges in partnerships, limited liability companies and tenant-in-common situations. Please...more

Mind Your Real Estate Partnership Agreement Even In Bad Times (or be prepared to pay “reliance damages”)

Most sophisticated real estate investors are wise enough to know that they should abide by the terms of their investment entity’s governing agreement — the partnership agreement or LLC operating agreement. When times are...more

First Regulation A+ Offering Document Appears on EDGAR

Perhaps the first Regulation A+ offering document has appeared on EDGAR. According to the documents it is a Tier 2 offering for up to $50,000,000. The offering circular states the offering commenced on June 19, 2015. The...more

Kentucky Court Holds D&O Policy Not Triggered By Suit Against Condo Board

In its recent decision in State Auto Prop. & Cas. Ins. Co. v. Highland Terrace Counsel of Co-Owners, Inc., 2015 U.S. Dist. LEXIS 59663 (W.D. Ky. May 7, 2015), the United States District Court for the Western District of...more

Agencies Issue Final Rule Implementing Minimum Requirements for Appraisal Management Companies

On April 30, six federal regulatory agencies jointly issued a final rule establishing minimum requirements for state registration and supervision of appraisal management companies that provide appraisal management services to...more

Federal agencies issue final rule on standards for appraisal management companies

The CFPB along with five other federal agencies have issued a final rule that establishes minimum state registration and substantive requirements for appraisal management companies (AMCs), as required by Section 1473 of the...more

Don’t Forget Your Corporate Formalities … It’ll Cost You

Many individuals believe that it is easy to protect themselves in starting a business by simply setting up a new corporation or LLC. But it is important that shareholders or members abide by corporate formalities. Even the...more

(INFOGRAPHIC) Amalgamation of Interests - or How to Ensure You Wasted Time Setting Up Multiple Project Companies

There is a fairly customary practice in real estate development and construction intended to take advantage of the liability protections afforded by the Uniform Limited Liability Company Act. The practice is very...more

Idaho Real Estate & Development Law Update: Lack of Corporate Formalities Will Not Destroy the Limited Liability Protection...

In the case of Wandering Trails v. Big Bite Excavation released June 18, 2014, the Idaho Supreme Court clarified the requirements for piercing the veil of a limited liability company or LLC and thereby imposing liability on...more

Nonresidential Condominium Bill Becomes Law

Last week Governor Rick Scott signed into law SB 440, which became Chapter 2014-14 of Florida Laws. This bill removes the requirements imposed on residential condominiums under the Florida Condominium Act regarding elections...more

IRS Issues Another Significant Ruling on Spin-off of Real Estate

In certain recent transactions, a corporation distributes a subsidiary corporation holding the distributing corporation’s real estate assets to the distributing corporation’s shareholders in a tax-free “spin-off.” Not only...more

DBO Filing Procedures Set To Change Big Time

When I joined the Department of Corporations, it had no website and filings were made only in hard copy. In the ensuing years, the Department (now known as the Department of Business Oversight) created a website, established...more

Proposed Section 752 Regulations and LIHTC Transactions: Part I

One of the hot topics at the recent ABA Taxation Section meetings in Washington, D.C. was the IRS’s proposed regulations regarding the allocation of partnership recourse and nonrecourse liabilities under section 752 of the...more

Illinois Supreme Court Reaffirms Forcible Entry Remedy, Reversing in Spanish Court Two Condominium

One of the two most anxiously awaited cases on the Illinois Supreme Court’s civil docket was handed down this morning, and it was a big win for Illinois condominium associations: a sharply divided Court reversed the...more

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