About the Course
Introduction
This CLE course will examine the legal, tax, and commercial considerations that shape non-U.S. investment in U.S. real estate equity and debt, offering practical guidance on how to structure funds, joint ventures (JVs), and direct investments; negotiate investor protections; manage compliance obligations; and plan for efficient exits.
Description
Foreign investment is a major source of capital in the U.S. commercial real estate market. Foreign equity enters the market through direct cross-border acquisitions, JVs, or as institutional limited partners in funds (LPs). Foreign direct investment has contracted down due to interest rate spikes and tax uncertainties, though cross-border capital inflows are now rebounding. The $6.3 trillion U.S. commercial real estate debt market is dominated by domestic institutions, with foreign investors limited to two primary avenues of participation: securitized debt markets and private debt funds, with the latter attracting capital with stronger performance and higher yields. Given foreign market share and deal potential, it is important to understand the opportunities and challenges of foreign debt and equity investment.
Non-U.S. investors in U.S. real estate equity and debt face a complex interplay of structural, commercial, and tax considerations that drive critical decisions from entity selection through exit. This program will examine investments through private funds, JVs, and direct investments, comparing partnerships, REITs, corporate blockers, and treaty-based structures. From both the sponsor and investor perspectives, the panel will discuss how structural choices affect governance, investment flexibility, economics, reporting obligations, and exit strategies. The discussion will provide practical guidance for in-house and outside counsel on negotiating and documenting arrangements that accommodate foreign investor requirements while advancing the sponsor's investment objectives.
Listen as our authoritative panel examines the legal, tax, and commercial considerations shaping foreign investment in U.S. real estate equity and debt markets, and hear their front-line guidance on structuring deals and negotiating debt and investment fund agreements to mitigate risk and improve sponsor outcomes.
Presented By
Mr. Posthuma focuses on the formation of private investment funds. He forms strategic relationships with real estate companies, asset managers, and financial institutions to create thoughtful solutions for their fundraising and investment needs. Mr. Posthuma helps sponsors with open- and closed-end funds in a wide range of investment strategies, such as real estate (including core, value-add, and opportunistic), private equity, infrastructure, credit, hedge, and other alternative asset classes. He also works with clients on separate accounts, co-invests, joint ventures, club deals, and other investment transactions. Mr. Posthuma collaborates with asset managers who invest around the world, with a particular emphasis on funds and other investments in Brazil, Mexico, and other parts of Latin America.
Mr. Weiss advises on a broad range of domestic and cross-border transactions and tax planning opportunities. Working with his partners throughout the world, he assists investment funds, sovereign wealth funds, domestic and foreign multinationals, and their investors and executives in identifying, designing, negotiating, and implementing tax-advantaged transactions and operationally efficient global structures. This often entails cross-border private and public offerings, restructurings, acquisitions, expansions, dispositions, IP migrations, and cash repatriations. Mr. Weiss’ contributions to the tax law extend beyond his legal practice. He is a frequent speaker at tax conferences, a member of the International Tax Journal's advisory board, and the author of numerous tax articles and books. Mr. Weiss is also a Visiting Professor of Practice at Northwestern University's Pritzker School of Law, where he teaches the "Advanced Partnership Taxation" and "International Taxation of Partnerships" courses.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Thursday, January 14, 2027
- schedule
1:00 PM ET/10:00 AM PT
I. Selecting the investment structure: comparing funds, JVs, co-investments, and separate accounts, including
A. Feeder funds
B. Parallel vehicles
C. REITs and corporate blockers
II. Structuring real estate equity investments: addressing FIRPTA, ECI, domestically controlled REITs, and special considerations for foreign pension funds and sovereign investors
III. Structuring real estate debt investments: evaluating loan origination and acquisition strategies, "season and sell" arrangements, treaty-based structures, and the portfolio interest exemption
IV. Negotiating sponsor and investor protections, including those involving
A. Governance and consent rights
B. Investment restrictions
C. Conflicts of interest
D. Structural commitments in fund documents, JV agreements, and side letters
V. Coordinating economics, compliance, and exits: allocating structuring costs and tax burdens, addressing withholding and reporting responsibilities, and negotiating transfer and exit provisions
The panel will review these and other key issues:
- How should sponsors choose among funds, JVs, co-investments, and separate accounts for non-U.S. investors?
- When can a domestically controlled REIT or corporate blocker mitigate FIRPTA and ECI exposure for foreign LPs?
- Is the portfolio interest exemption or a "season and sell" approach better suited to foreign debt investments?
- How should governance, consent rights, and side letters address foreign investor requirements?
- With non-U.S. investors, how should parties allocate tax burdens, withholding duties, and exit rights?
Related Courses
Structuring Non-U.S. Investment in U.S. Real Estate Equity and Debt: Corporate and Tax Considerations
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