Tax Strategies for Real Estate LLC and LP Agreements: Maintaining an Economic Advantage; Avoiding Costly Mistakes

Mr. Tuchman counsels clients by addressing the tax implications of transactions, financings, litigations, restructurings, contracts and other matters. He advises clients in connection with mergers and acquisitions, net operating loss carryovers and consolidated returns, and counsels entities as to the tax consequences and considerations of loan workouts, both in and out of bankruptcy. He works extensively in structuring real estate investments, focusing on partnerships and limited liability companies, particularly as they are employed in connection with cross-border investments. His experience encompasses large-scale commercial and residential deals, REITs and REMICs, tax-free exchanges and transfer taxes.

Mr. Wiener is an expert in structuring all types of tax-deferred Section 1031 exchange transactions, including forward exchanges, reverse exchanges, and build-to-suit exchanges. He has extensive experience structuring real estate dispositions by partnerships and limited liability companies where either the partners or members want to exchange separately or only some partners or members want to exchange while others want to sell for cash. Mr. Wiener also has deep expertise structuring real estate acquisitions where multiple purchasers are completing exchanges or where fresh cash is being invested alongside exchange proceeds. He has substantial experience structuring joint ventures and both negotiating and drafting complex distribution and tax allocation provisions in partnership agreements and limited liability company operating agreements. Mr. Wiener also has experience drafting the non-tax portions of joint venture agreements, such as management provisions and transfer restrictions.

Mr. Rappaport chairs FRB’s Taxation and Private Client Groups. He concentrates his practice in Taxation as it relates to Real Estate, Closely Held Businesses, Private Equity Funds, Family Offices and Trusts & Estates. He advises clients regarding tax planning, structuring, and compliance for commercial real estate projects, all stages of the business life cycle, generational wealth transfer, family business succession, and executive compensation. Mr. Rappaport also collaborates with other attorneys, accountants, financial advisors, bankers, and insurance professionals when they encounter matters requiring a threshold level of tax law expertise. He is known for his work on complex deals involving advanced tax considerations, such as Section 1031 Exchanges, the Qualified Opportunity Zone Program, Freeze Partnerships, Private Equity Mergers & Acquisitions, and Qualified Small Business Stock. Mr. Rappaport has served as a trusted advisor for prominent real estate funds, executives of multinational corporations, venture capitalists, successful startup businesses, ultra-high net worth families, and clients seeking creative solutions to seemingly intractable problems requiring tax-focused analysis.