Real Estate

Real Estate Funds

Real estate funds have always been popular with investors looking to diversify their portfolios, but the recent global economic downturn has made these investments even more attractive and complicated for everyone involved. Whether you are an investor or a real estate fund, our attorneys can help you with the legal work necessary to take advantage of opportunities and represent your interests in transactions. Because we represent real estate funds, corporate and institutional investors, and high-net-worth individuals investing in domestic and foreign assets, we can leverage our comprehensive experience to your benefit.

Mintz Levin’s Real Estate Funds Practice is an interdisciplinary group of attorneys with real estate finance, corporate and securities, private equity, tax, ERISA, entity formation, and transactional experience. We represent different types of real estate funds in all aspects of their operations as well as represent funds in their formation and capital raising transactions. We have a deep understanding of 1933 and 1934 Act compliance, Investment Company Act issues, and federal income tax issues, including ERISA, UBTI, and FIRPTA requirements. We are experienced in the various asset classes, bringing together as a team, both the technical knowledge and the business approach necessary to help our clients achieve successful fund raising efforts.

Our clients include funds formed for the purpose of investing in a variety of real estate opportunities, including equity real estate, real estate operating companies, real estate related debt instruments, and mezzanine lending and foreign investment opportunities. We also represent funds that invest in other funds, such public and private pension funds, foundations, endowments, corporations, and other institutional investors. Our clients include funds formed as limited liability companies, partnerships, and trusts and include funds investing in both foreign and domestic assets.

We advise our clients in connection with the appropriate fund structures and the placement of fund interests, the general structure and operations of funds, and in the numerous compliance requirements of funds. This advice includes the preparation of placement memoranda, limited partnership agreements, limited liability company agreements and other fund organizational documents, subscription agreements, and all other necessary offering and organizational material.

We regularly provide counsel with regard to matters arising under US and foreign tax regimes, including the use of private REITs and leveraged blockers, parallel funds, ERISA, and federal and state securities laws, including the Investment Advisors Act and applicable exemptions under the Investment Company Act. We also provide advice to fund sponsors on tax, securities, and other issues relating to the fund sponsor’s organization and its internal compensation and “carried interest” arrangements for fund managers and employees. On an ongoing basis, we assist with compliance programs for REIT tax and unrelated business taxable income, and various regulatory and other requirements applicable to a fund, and the contractual, ERISA, and tax investment requirements of a fund.

Quick Facts

  • 500 lawyers in 8 offices
  • 35+ attorneys with 25+ years of experience in sophisticated, large-scale real estate, acquisition, disposition, development, financing, and leasing transactions
  • Practice and attorneys recognized by Chambers USA for real estate law
  • Strategic real estate consulting services with our affiliate, ML Strategies, LLC
  • Senior lawyers include a Commissioner of the Port Authority of New York and New Jersey
  • Integrated group of attorneys and professionals across practices, including Environmental Law, Litigation, Energy & Clean Tech, Tax, and government relations

Areas of Focus

  • Determine investment objectives and define associated risks
  • Advise on the appropriate real estate fund structure and operations, together with any related compliance issues
  • Prepare confidential private placement memoranda, limited partnership agreements, limited liability company operating agreements and other fund organizational documents, subscription agreements, and all other necessary offering and organizational materials
  • Prepare and review various other agreements that are ancillary to the operation of a real estate fund
  • Advise on state and federal laws affecting real estate funds including broker-dealer regulations, ERISA, tax matters, the Investment Advisers Act of 1940, and the Investment Company Act of 1940
  • Real estate fund investment types:
    • Affordable housing
    • Distressed debt
    • Hotels
    • Multifamily housing
    • Office
    • Retail
    • Urban development

Representative Clients

  • Boston Properties, Inc.
  • Broadcom Corporation
  • Colony Realty Partners
  • CVS Health Corporation
  • General Electric Company
  • GenOn Energy Holdings
  • Gillette (Procter & Gamble)
  • Manulife Financial / John Hancock Financial
  • Northeast Utilities Systems
  • Sentinel Properties, Inc.
  • Spectra Energy Corp.