Advanced Structuring of Real Estate Deals Involving LLCs, Corporations, and Trusts: From Due Diligence to Litigation

Ricardo Aponte-Parsi | United States Air Force

Ricardo Aponte-Parsi brings more than two decades of experience in commercial real estate, governance, and public–private project structuring. As Associate General Counsel, Department of the Air Force- Installations, Energy & Environment Division, he advises on high-value transactions involving complex ownership, regulatory compliance, and environmental law. His work spans risk management in multi-party projects, enhanced use leasing, affordable housing initiatives, and resolving high-stakes disputes.

A frequent CLE speaker for the National Business Institute, his recent programs include Title and Survey Review, Indemnification in Real Estate Contracts, and AI in Real Estate Transactions.

Michael I. Sanders | Nelson Mullins Riley & Scarborough LLP

Michael Sanders is a senior counsel in the Washington, D.C., office tax group. He focuses his practice on taxation, offering knowledge in matters affecting partnerships, limited liability companies, S-corporations, real estate, tax controversy, opportunity zone funds, and estate planning, including trusts and estates. He also has a large practice in exempt organizations involving healthcare and low-income housing, associations and joint ventures between for-profits and nonprofits, as well as structuring New Markets Tax Credit (“NMTC”) and Historic Tax Credit (“HTC”) transactions. He regularly serves as an expert witness in complex litigation.

Michael is the author of Joint Ventures Involving Tax-Exempt Organizations (4th Ed., 2013; 2016 Supplement) published by John Wiley & Sons, Inc. The book was recently cited by the majority opinion in the widely covered U.S. Supreme Court decision in Burwell v. Hobby Lobby Stores, Inc. He is also an adjunct professor at George Washington University Law Center and Georgetown University Law School teaching Income Taxation of Partnerships and Subchapter S Corporations and Tax Treatment of Charities and Other Non-Profit Organizations, and Joint Ventures Involving Tax Exempt Organizations (including healthcare, universities, LIHTC, new markets, HTC, and conservation organizations, respectively).

Michael is a frequent speaker on the Opportunity Zone Fund legislation, part of the 2017 Tax Cut and Jobs Act. He advises funds, investors, and real estate companies on the program requirements and provides up-to-date guidance.

Michael has been recognized by Chambers USA as a leading tax attorney, with clients noting that “he stands out for his persistence, accessibility, seasoned judgment and reasonableness, coupled with his creativity in finding solutions” and that he is “well connected in the industry, very experienced and bright.” In 2007, he was selected from a field of the nation’s leading lawyers and judges as a finalist for the Lawdragon 500 based upon his current impact on the biggest issues and deals in the law.

Prior to Blank Rome, Michael served as an attorney-adviser to the assistant secretary of tax policy at the Office of Tax Legislative Counsel and as a trial attorney at the U.S. Department of Justice (Attorney General’s Honors Program).

In 2016, Michael was honored by The George Washington University Law School for his 40 years of teaching at the law school.

I. Navigate title, due diligence, and closing risk in complex transactions | 1:00pm – 1:20pm

• Identify practical steps to manage title issues, mitigate closing delays, and address due diligence red flags in deals with multiple owners, distressed assets, or affordable housing components

II. Implement effective governance and stakeholder alignment | 1:20pm – 1:40pm

• Design governance structures that prevent internal disputes, align multi-party stakeholders, and maintain operational efficiency throughout the life of the transaction

III. Ensure regulatory and environmental compliance | 1:40pm – 2:00pm

• Apply federal, state, and local compliance frameworks, including environmental due diligence, to avoid enforcement actions or transactional delays in entity-owned projects

Break | 2:00pm – 2:10pm

IV. Mitigate and manage litigation risks | 2:10pm – 2:30pm

• Anticipate and prevent common sources of disputes in entity-owned real estate and develop strategies for defending or prosecuting claims related to contracts, title, and fiduciary obligations

V. Comparative classification of entities and special considerations | 2:30pm – 2:50pm

• Explore the distinctions among partnerships, LLCs, corporations, and single-member LLCs (SMLLCs). Address considerations for exempt organizations, including public benefit corporations, blockers, and tax-exempt use property under Section 168(h)

VI. Tax-advantaged structuring strategies | 2:50pm – 3:10pm

• Compare the use of Section 1031 exchanges with Opportunity Zones, highlighting key tax and transactional implications. Examine New Markets Tax Credits (NMTCs) and their potential to unlock underutilized tax incentives in real estate transactions