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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Tax Law

Date & Time
  • event Date

    Tuesday, September 10, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

  • BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.

  • BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

$347.00
CLE
CPE
ALL

This CLE/CPE webinar will provide an in-depth analysis of recent Internal Revenue Service (“IRS”) final regulations addressing the ability of a REIT to qualify as a "domestically controlled REIT" and will offer valuable insights into the challenges, options and opportunities for real estate private equity sponsors and non-U.S. investors.

Faculty

Shiukay Hung
Partner
DLA Piper

Shiukay Hung is a Partner and the Co-Chair of DLA Piper’s National REIT Tax Practice. He is recognized as a leading tax lawyer by both Chambers USA and Legal 500. Shiukay’s tax practice primarily focuses on REITs and real estate private equity, including real assets credit and mortgage REITs. His clients include Canadian pension funds, sovereign wealth funds (SWFs), US sponsors, US-listed REITs, and non-traded REITs.

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Brian Senie
Partner
Kirkland & Ellis LLP

Mr. Senie advises clients on tax issues arising in real estate transactions and related transactions involving partnerships, REITs and qualified opportunity zone funds, including mergers, acquisitions, financings, restructurings and fund formation. He has provided counsel for private equity sponsors, publicly traded corporations and REITs in a variety of sectors ranging from multi-family residential, office and retail to lodging, gaming, healthcare and insurance.

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Stephen Bertonaschi
Senior Managing Director, Leader of Real Estate Tax Compliance
FTI Consulting

Mr. Bertonaschi specializes in advising clients in key areas, including entity formation and structuring, real estate asset acquisitions and dispositions, merger and acquisition tax advisory, real estate investment trust (“REIT”) due diligence and compliance matters. He has 20 years of experience, including deep expertise in institutional-owned real estate and private equity matters.

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Paige Anderson
Partner
Vinson & Elkins LLP

Ms. Anderson’s practice focuses on the federal income tax aspects of business transactions, particularly in the real estate industry. She advises REITs, private equity sponsors and investors, and other investors on a variety of tax matters, including the formation of public and private REITs, tax planning associated with equity and mortgage REITs, qualified opportunity zones, capital markets transactions and IPOs, mergers and acquisitions, joint ventures, reorganizations, financings, and tax aspects of foreign investment in U.S. real estate.

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Description

On April 24, 2024, the Treasury Department and the IRS released final regulations (the “Final Regulations”) under Section 897 of the Internal Revenue Code of 1986, as amended (the “Code”) addressing the circumstances under which a REIT is considered “domestically controlled.” A REIT’s qualification as domestically controlled offers a valuable tax exemption relied upon by many non-U.S. investors: a non-U.S. investor may sell shares in a domestically controlled REIT without being subject to U.S. federal income tax under the Foreign Investment in Real Property Tax Act (“FIRPTA”) rules.

The Final Regulations include a “look-through” rule initially invented in the proposed regulations published by the Treasury Department and the IRS on December 29, 2022 (the “Proposed Regulations”). This rule requires the look-through of “foreign-controlled” domestic corporations – such that, effectively, these corporations do not count as domestic owners for purposes of determining domestic control. Prior to the Proposed Regulations, foreign-controlled domestic corporations were commonly included in structures and generally believed by taxpayers and REIT advisors alike to count towards domestic control. Despite numerous comment letters to the Treasury Department recommending the elimination of this “look-through” rule, the Final Regulations largely adopt the framework from the Proposed Regulations, subject to a few modifications and a transition rule that would delay the application of the “look-through” rule to certain pre-existing structures.

TIt is anticipated that the Final Regulations will have a significant impact on many U.S. real estate sponsors and non-U.S. investors. Listen as our experienced and authoritative panel discusses the impact of the Final Regulations, including the opportunities, options and challenges ahead for taxpayers.

Outline

  1. Overview of the Final Regulations and potential impact on real estate sponsors and non-U.S. investors
  2. Determining "domestically controlled" under the “look-through” rule in the Final Regulations
  3. Transition rule for pre-existing REITs
  4. Ambiguities, challenges, and opportunities under the Final Regulations
  5. Impact of Loper Bright and the Stop Corporate Capture Act

Benefits

The panel will discuss these and other key issues:

  • Discuss key information regarding the Final Regulations, including the challenges and opportunities thereunder;
  • Provide illustrative examples; and
  • Share practical takeaways.

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Understand the significant tax implications for REITs and how to maintain compliance under the final regulations
  • Recognize the requirements of the new look-through rule and determining whether a REIT is "domestically controlled"
  • Identify key items necessary to meet the requirements for obtaining exempt status under the 10-year transition rule

  • Field of Study: Taxes
  • Level of Knowledge: Intermediate
  • Advance Preparation: None
  • Teaching Method: Seminar/Lecture
  • Delivery Method: Group-Internet (via computer)
  • Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
  • Prerequisite: Three years+ business, law or public firm experience at mid-level within the organization, overseeing and structuring investment transactions in U.S. real estate; supervisory authority over other attorneys, preparers/accountants. Knowledge and understanding of the Foreign Investment in Real Property Tax Act. Familiarity with different types of ownership entities and structures and related tax consequences for investments in U.S. real estate.

Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.

IRS Approved Provider

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).