Real Estate Investment Trust

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Practice Pointers on the Up-C Structure

In a structure commonly referred to as an “up-C,” an existing limited liability company or other partnership form (referred to here for convenience as “LLC”) undertakes a public offering through a newly formed corporation,...more

Americold Realty Tr. v. ConAgra Foods, Inc.: Citizenship of Maryland REITs

In Americold Realty Tr. v. ConAgra Foods, Inc., 136 S. Ct. 1012 (2016), the Supreme Court held that, for purposes of federal diversity jurisdiction, the citizenship of a Maryland real estate investment trust (formed pursuant...more

Real Estate Market Intelligence - Retail Development Quarterly Report - Q1 2016

Key Findings - The U.S. retail sector remains commercial real estate’s most sluggish sector, partially due to robust building during the 2000s, which left a hangover of space, and partially because the U.S. recovery...more

Director Duties: 2016 Amendments to the Maryland General Corporation Law and Maryland REIT Law

On April 26, 2016, Governor Hogan signed House Bill 354 (chapter 171), which amends the Maryland General Corporation Law (the “MGCL”) to clarify that a director of a Maryland corporation only has an obligation to comply with...more

"Key Takeaways: Changes Will Impact Investment in US Real Estate"

On May 4, 2016, Skadden presented the seminar “How FIRPTA and REIT Changes Will Impact Investment in US Real Estate.” Congressman Joseph Crowley, D-N.Y., gave the introductory remarks, and panelists included Jeffrey DeBoer,...more

MoFo Tax Talk - Volume 9, No. 1

IRS Publishes Proposed section 305(c) Regulations - On April 12th, the IRS published proposed regulations under Section 305(c) that address the treatment of deemed dividends to holders of stock and rights to acquire...more

Leaving Real Estate Investment Trusts in the Cold: How the Americold Case Could Preclude Establishing Diversity Jurisdiction in...

The Supreme Court’s most recent citizenship opinion, Americold Realty Trust v. Conagra Foods, Inc., could make removing or keeping a case in federal court based on diversity more difficult for a statutory trust with a...more

Supreme Court Upholds Strict Diversity of Citizenship of Non-Corporate Entities for Diversity Jurisdiction

In a unanimous decision on March 7, 2016, the United States Supreme Court affirmed its longstanding principle that unincorporated entities cannot claim diversity jurisdiction for federal court purposes. This case highlights...more

"FIRPTA Reform Impacts Investment Opportunities in US Real Estate"

In recent months, much has been written to describe the reforms to the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA) contained in the Protecting Americans From Tax Hikes Act of 2015 (the Act), which have been...more

Real Estate in Africa: Eight things you need to know

Insight from CBRE/DLA Piper survey to help potential investors in African real estate bridge the gap between perception and reality Real estate markets in parts of Africa have undergone considerable improvement in...more

Treasury Targets Related-Party Debt with Proposed Regulations to Treat Debt as Equity

Proposed regulations would establish a sweeping framework to treat debt as equity in an effort to curb the use of “excessive” related-party debt. On April 4, 2016, the US Department of the Treasury (Treasury) and the...more

USA FDI News - April 2016

USA FDI News highlights the FAQs arising from your projects - from how to finance a deal to selecting the right visa or tax strategy and more. We want to keep USA FDI News interactive and relevant to your international...more

Supreme Court Reinforces Strict Rule On Citizenship of Unincorporated Entities for Diversity Jurisdiction to the Detriment of...

Article III of the U.S. Constitution extends the jurisdiction of federal courts to “[c]ontroversies … between Citizens of different States.” U.S. Const. art. III, § 2, cl. 1. “This rule is easy enough to apply to humans, but...more

New Tax Incentives for Indonesian REITs

On 29 March 2016, the Indonesian Coordinating Ministry of Economy officially announced the 11th Economic Policy Package (“11th Package”). The 11th Package outlines several policy changes, including lowering the tax rate on...more

SEC Interpretive Guidance Permits Tacking of Rule 144 Holding Period for REIT Common Stock Acquired Upon Redemption of OP Units in...

On March 14, 2016, the Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) issued interpretive guidance (the “Guidance”) affirming that, in a traditional UPREIT structure, the...more

"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

O’Melveny Obtains SEC Interpretive Guidance for Bank of America Permitting the Immediate, Unregistered Resale of REIT Common Stock...

On March 14, 2016, the Securities and Exchange Commission’s Division of Corporation Finance issued an interpretive letter to Bank of America, N.A., and Merrill Lynch, Pierce, Fenner & Smith Incorporated clarifying the...more

SEC Issues Guidance Clarifying Rule 144(d)(1) Holding Period Requirements For REIT Shares Exchanged For Operating Partnership...

On March 14, 2016, the staff of the SEC's Division of Corporate Finance issued a no-action letter (the "No-Action Letter") concluding that, for purposes of Rule 144 promulgated under the Securities Act of 1933, as amended...more

Supreme Court Update: Americold Realty Trust V. Conagra Foods (14-1382), V.L. V. E.L. (15-648), Wearry V. Cain (14-10008) And...

More fun with an even number of Justices! The Court issued two orders today reflecting in different ways on the difficulties of deciding cases with a vacant seat. This morning, the Court released its much anticipated...more

U.S. Supreme Court: REITS Have Citizenship of their Members

Many entities that get sued with any regularity prefer being defendants in federal court, rather than state court. The reasons for this preference are varied, but essentially boil down to a perceived slight defense tilt in...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

SEC Issues Guidance with respect to the Conversion of a REIT’s OP Units

On March 14, 2016, the Staff of the Securities and Exchange Commission (SEC) issued interpretative guidance in response to a request from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated with respect...more

SEC Permits Immediate Resale Under Rule 144 of REIT Shares Issued in Exchange for OP Units

On March 14, 2016, the SEC issued a no-action letter permitting holders of shares of common stock of a publicly traded REIT, or REIT shares, received in exchange for privately placed units of the REIT’s operating partnership,...more

REIT Citizenship and the Impact of Americold Realty Trust on Jurisdictional Challenges

On March 7, 2016, the Supreme Court ruled unanimously in Americold Realty Trust v. ConAgra Foods, Inc. that unincorporated entities organized as “real estate investment trusts” (REITs) under Maryland law are citizens of every...more

The U.S. Treasury Releases New FIRPTA Regulations

On February 17, 2016, the U.S. Treasury released new regulations (the New FIRPTA Regulations) that reflect changes that the Protecting Americans from Tax Hikes Act of 2015 (the PATH Act) made to the Foreign Investment in Real...more

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