Maximizing Value: Unveiling the potential of real estate joint ventures

Cristina Arumi | Hogan Lovells US LLP

For over 20 years, Cristina Arumi has been focusing her practice on the tax aspects of capital markets and M&A transactions involving real estate investment trusts (REITs), real estate funds, and joint ventures in addition to tax components of foreign investment in U.S. real estate.

She regularly advises both public and private REITs, including mortgage REITs, closely held real estate companies, real estate funds, and non-U.S. real estate investors on a variety of matters. She has worked on multiple transactions involving mergers and acquisitions, the formation and initial public offering of UPREITs, REIT conversions, rollup transactions, downREIT transactions, and public debt and equity offerings.

Cristina also advises a number of REITs on ongoing operating matters, including compliance with tax protection agreements in the course of subsequent transactions and refinancings, and has years of experience representing clients in requests for private letter rulings from the IRS, as well as experience representing REITs and taxable REIT subsidiaries undergoing IRS audits.

Cristina advises non-U.S. clients – individuals, foreign pensions, and sovereign investors – of the U.S. tax implications of investments and operations in the United States, including the Foreign Investment in Real Property Tax Act (FIRPTA). She also advises both U.S. and non U.S. clients regarding U.S. tax implications on a variety of cross-border transactions.

Before re-joining Hogan Lovells in March 2019, Cristina was a principal of Ernst & Young LLP’s National Tax Department for six years. Prior to that, she was a partner and the global leader of the Tax practice area at Hogan Lovells. During her initial 17 years at the firm, Cristina advised on the tax aspects of many of the most complex and high-profile real estate-related transactions in the industry.

Sarah Beth Rizzo | Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Sarah Beth Rizzo advises clients on a wide range of federal income tax planning matters, including REIT transactions, mergers, acquisitions and dispositions, reorganizations, partnership transactions, private and public securities offerings, financings, private equity transactions and foreign investments in the U.S.

Ms. Rizzo has represented clients in various tax-free and taxable acquisitions, dispositions, financings, spin-offs and restructurings.

She has worked with numerous REIT clients in transactional and operational planning, including Alexandria Real Estate Equities, Inc., Healthpeak Properties, Inc., The GEO Group, Inc., Ladder Capital Corp and Western Asset Mortgage Capital Corporation.

Ms. Rizzo also represents U.S. and international corporations and investment banks in connection with public offerings of debt, equity and other financial instruments. She advised SmileDirectClub, Inc. in its $1.3 billion IPO and Moelis & Company in its $162.5 million IPO, both using “Up-C” structures. Ms. Rizzo also has experience assisting several clients in obtaining private letter rulings from the IRS, and in audits and tax controversy matters before the IRS. She has repeatedly been recognized by Chambers USA and was named one of Crain’s Chicago Business’ 2022 Notable Women in Law and 2021 Notable Rising Stars in Law.

Christopher Roman | Ropes & Gray LLP

Christopher Roman counsels clients on the tax and legal aspects of alternative investment funds, real estate and venture capital transactions, finance, and mergers and acquisitions.

Clients benefit from Christopher’s significant experience in both corporate transactional work and matters involving real estate and real estate investment trusts (REITs). In addition to representing both sponsors and investors in fund formations and investments, respectively, Christopher represents investors in secondary transfers of interests in private funds on both the sell side and buy side, as well as investors and sponsors in debt and equity co-investment transactions. He has also handled a number of very large real estate portfolio acquisitions, dispositions, and joint ventures involving sponsors, funds, and international investors (including sovereign wealth funds), particularly in the industrial property space.

Christopher also has significant experience involving REITs, including representation of companies and underwriters in REIT formations, securities offerings, debt financings, asset acquisitions, dispositions, M&A, and other transactions.

Clients also regularly call upon Christopher in connection with mergers and acquisitions transactions, particularly cross-border transactions, where he represents clients in a range of industries, including real estate, telecommunications, healthcare, and manufacturing. He regularly counsels some of the largest family offices in the United States, Europe, and Latin America.

Christopher is consistently recognized by Chambers USA: America’s Leading Lawyers for Business as a leading individual in Tax, where a client described him as “the best tax lawyer with whom I’ve ever worked. He is creative and commercial, and is able to distill complicated tax matters into easily digestible language for me.” “He is extremely responsive and takes the time to explain the nuances of each deal,” reports another impressed client, who adds, “If I could, I would use Chris for every single deal we have.” Christopher also is consistently recognized by Legal 500 in US Taxes: Non-Contentious.

John D. Rayis | Lockton Companies

John joined Lockton’s Transaction Liability Practice in 2022 as a Senior Strategic Advisor, advising clients on tax insurance and other transaction-related insurance. Prior to John joining Lockton, he spent 27 years as a Tax Partner at Skadden, one of the most prestigious firms in the U.S. He worked on complex corporate and partnership tax law matters, focusing on real estate investment trusts (REITS). John has often been hailed a top tax attorney and has received several accolades for his hard work in the REIT space from Chambers USA as well as other nationally regarded legal publications.

Practice areas: Representation & Warranties Insurance, Tax Insurance, Intangible Asset and Contingent Risk.

Session I – Maximizing Value and Managing Risks in Real Estate Joint Ventures: Key Strategies and Hot Topics | 11:00am – 12:40pm

• Partnership Real Estate Joint Venture Formations and Special Issues – Extracting Value
  • Understand the different ways a real estate joint venture partnership can be formed and why it may matter
  • Recognize when your entity qualifies for the passthrough regime in Section 199A
• The Ability to Defer Tax in Real Estate Joint Ventures
  • Identify planning opportunities
  • Recognize traps for the unwary
  • Distinguish between a good leveraged partnership and a bad leveraged partnership
• Hot Topics in Real Estate Joint Ventures
  • Understand the implications of recent and pending developments on tax planning and strategies
  • Understand the tax implications that result from common forms of debt workouts and restructuring transactions involving partnerships
  • Final FIRPTA regulations

Break | 12:00pm – 12:10pm

• Tax Insurance in Joint Ventures and Partnership Transactions
  • Identify situations the process of obtaining tax insurance where tax insurance is a viable option to mitigate risk resulting from known tax issues in the partnership M&A context
  • Guide clients through the process of obtaining tax insurance