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21st Annual Real Estate Tax Forum


Speaker(s): Andrea Macintosh Whiteway, Blake D. Rubin, Dianne O. Umberger, Emma Preston, James B. Sowell, Jill E. Darrow, Lary S. Wolf, Linda Z. Swartz, Michael Hirschfeld, Robert D. Schachat, Sanford C. Presant
Recorded on: Jan. 28, 2019
PLI Program #: 252120

Andrea Macintosh Whiteway is a principal in the Partnership Transactions and Real Estate Group of the National Tax Department of Ernst & Young LLP, based in Washington, D.C.  She has substantial experience in sophisticated tax planning involving the use of partnerships, including in the dispositions and acquisitions of real estate and operating businesses, complex partnership transactions, real estate investment trust (REIT) tax status and tax structured dispositions of real estate involving REITs, corporate acquisitions and mergers, corporations and structuring private REITs as well as like-kind exchanges.

Andrea has been listed in the 2008 to 2018 editions of The Best Lawyers in America in the area of tax law and has also been selected as a fellow of the American College of Tax Counsel. She is ranked by The Legal 500 United States and Chambers USA as a leader in her field. Washingtonian Magazine named her as one of the top lawyers in Washington, D.C. Andrea is also recognized in Washington D.C. Super Lawyers. She is AV rated by Martindale-Hubbell and has the highest rating by AVVO.

Andrea had the honor of being the first woman to serve as chair of the Real Estate Committee of the American Bar Association Section of Taxation and currently serves on the Section of Taxation Nominating Committee. She also serves as Chair of the Federal Taxation of Real Estate Committee of the American Bar Association Section of Real Property, Trusts and Estates. She serves on the Advisory Board of the NYU Institute on Federal Taxation. She is also a former member of the steering committee of the District of Columbia Bar Section of Taxation and a past Chair of its Pass-throughs and Real Estate Committee. Andrea is an active member of Urban Land Institute.  She also serves on the Tax Policy Advisory Committee of the Real Estate Roundtable and is a member of the National Association of Real Estate Investment Trusts.

Andrea is the author of over 100 professional articles and has delivered more than 150 lectures on tax topics at conferences across the United States, including at the Tax Executives Institute, NYU Federal Tax Institute, Texas Federal Tax Institute, Tulane Tax Institute, ABA Tax Section Meetings, AICPA Conferences, ALI-ABA and Practising Law Institute seminars, University of Texas School of Law Tax Conference, Federal Bar Association and District of Columbia Bar Association programs. Andrea was recognized as one of Maryland’s Top 100 Women for 2007 by The Daily Record which presents this award to "high-achieving Maryland women who are making an impact through their leadership, community service and mentoring." 


Emma is a Tax Partner within the Alternative Investments practice of KPMG LLP.  She focuses on structuring cross border investment into the US by private equity, real estate and infrastructure investment funds and direct investors.

Professional and Industry Experience

Emma is experienced in partnership and corporate U.S. taxation as well as a wide range of cross border tax issues for non-US investors in to the U.S. She specializes in reviewing proposed and existing fund and portfolio company structures and advising upon strategies to improve tax efficiencies for foreign investors, including reviewing debt/equity combinations, utilizing US income tax treaties, managing the impact of FIRPTA, structuring conversions  into private REITs, and mitigating non-resident withholding tax on repatriation.  Emma also works extensively with non-U.S. sovereign wealth and pension funds in U.S. tax planning and structuring.

Emma regularly leads buy-side and vendor tax due diligence engagements for private equity, infrastructure and real estate assets, as well assisting buyers in reviewing and/or preparing financial models.  She also works with private equity and real estate funds to develop internal risk management protocols around tax strategy and compliance. 

Other Activities

Emma is a frequent speaker on inbound international tax issues in forums such as the Tax Policy Advisory Committee of the Real Estate Roundtable, the Practicing Law Institute’s Real Estate Tax Seminars, the ABA Real Estate Section and the DC Bar - Tax Section

Emma teaches KPMG’s partner level training on REIT issues for foreign investors, FIRPTA, and inbound US structuring for foreign sovereign wealth and pension funds.  

Function and Specialization
Emma is a Partner at KPMG LLP, Dallas, focusing on international taxation, mergers and acquisitions. 

Professional Associations
Certified Public Accountant (NY and TX)
New Zealand Law Society
New Zealand Institute of Chartered Accountants

Languages
English


Linda Z. Swartz is the Chair of Cadwalader’s Tax Group and a member of the Firm’s Management Committee. She focuses her practice on structuring complex global mergers and acquisitions, spin-offs, joint ventures, and restructurings, and on foreign tax planning strategies. She is consistently recognized as one of the country’s leading tax lawyers by Best Lawyers, Chambers USA, Euromoney Publications, Expert Guides, International Tax Review, International Who’s Who, The Legal 500, Super Lawyers, Tax Directors Handbook, and Who’s Who in American Law, among other industry guides.

Linda has advised clients in numerous high-profile transactions, including:

  • Procter & Gamble in the split-off and tax-free merger of its Specialty Beauty business with COTY in a Reverse Morris trust transaction; the tax-free exchange of its Duracell business for P&G shares held by Berkshire Hathaway; the sale of the Pringles Group to Kellogg; the proposed tax-free distribution and acquisition of its Snack business to Diamond Foods; and the tax-free distribution and immediate acquisition of its Folgers Coffee business by J.M. Smucker;
  • The Medicines Company in the sale of its infectious disease business to Melinta Therapeutics in the sale of three of its marketed cardiovascular products and related assets to Chiesi Farmaceutici.
  • Salix Pharmaceuticals in its $15.6 billion acquisition by Valeant Pharmaceuticals, and previously in its terminated combination with Cosmo Technologies, a subsidiary of Cosmo Pharmaceuticals, to form Salix Pharmaceuticals, plc;
  • Elan in the tax-free distribution of its stock of Prothena and subsequent sale to Perrigo, representing the largest U.S.-to-Ireland inversion in 2013;
  • Pfizer in its acquisitions of Wyeth, Warner-Lambert and Pharmacia, and the respective sales of its Capsugel and consumer health businesses;
  • U.S. Treasury Department Presidential Task Force on the Auto Industry with respect to the bankruptcy filings of General Motors and Chrysler; and
  • LyondellBasell as lead debtor’s counsel in its chapter 11 case. 

Linda is widely published on transactional tax issues and frequently speaks on a broad range of topics, including each year at the PLI conferences on corporate, partnership, and real estate tax issues. She is a Member of the Executive Committee of the New York State Bar Association Tax Section and is the former Chair of the Tax-Free Reorganizations, Bankruptcy, Consolidated Returns, Real Property, and Tax Accounting and Basis Committees of the New York State Bar Association Tax Section. She received her J.D. degree from the University of Pennsylvania Law School in 1987 and her B.A. degree, magna cum laude and Phi Beta Kappa, from Bucknell University in 1984.


Dianne Umberger is the National Tax Department’s REIT Leader for Ernst & Young (“EY”) and is a principal in the Real Estate Group in Washington, D.C. Since joining EY 20 years ago, Dianne has specialized in advising real estate investment trust (“REIT”) clients for the firm. For several years, she was involved in numerous REIT conversions and restructuring transactions for emerging REITs including EIAA Infra REIT, Cyrus One, Inc., Ryman Hospitality, CBS Outdoor, Corrections Corporation of America, Crown Castle, and CorEnergy Infrastructure Trust, Inc. 

Dianne has worked closely with our healthcare and infrastructure REITs, developing and advancing many of the key tax issues in these areas. In particular, Dianne has worked closely with the Internal Revenue Service and REIT industry leaders on several novel issues for the industry’s largest healthcare REITs including Ventas and Welltower, and she has extensive experience with both public and private infrastructure REITs including Du Pont Fabros, Cyrus One, CorEnergy Infrastructure Trust, Inc., and EIAA Infra REIT, to obtain groundbreaking private letter rulings on the treatment of assets and income favorable to the infrastructure industry. 
 
Prior to joining the firm, Dianne was an Attorney Advisor with the Office of Chief Counsel of the Internal Revenue Service, Financial Institutions and Products. In that role, she developed many of the Service’s ruling positions regarding REITs that positively impacted the REIT industry. Dianne represents numerous publicly traded and private REITs before the Service and has obtained many important rulings for EY’s REIT clients. Over the years, she has worked closely with NAREIT’s government relations and legislative committees to advance key REIT issues and she is a frequent speaker at industry events including NAREIT’s REITWise and other conferences, including PLI, ABA, IMN, and the Real Estate Tax Forum. Dianne received her BA with honors from the University of Connecticut and her JD from Villanova University.


Jill E. Darrow, Chair of the New York Tax Practice, concentrates her practice in tax law, with a focus on partnership transactions, financial services and real estate.

Ms. Darrow advises clients on the tax aspects of limited partnerships, joint ventures, limited liability companies, private equity funds, real estate investment trusts (REITs), carried interests, partnership mergers and divisions, unrelated business taxable income issues, FIRPTA issues and related matters.

Associations and Committees

Ms. Darrow is a member of the Real Estate and Partnership Committees of the Tax Section of the American Bar Association, the Committee on Taxation of Business Entities of the Association of the Bar of the City of New York, NAREIT and the New York State Bar Association.

Lectures and Awards

Ms. Darrow is a frequent lecturer and author on such topics as taxation of real estate transactions, partnership tax issues, hedge funds and private equity funds. She is listed in Super Lawyers and Who’s Who in America.

Education

Ms. Darrow received her undergraduate degree (A.B., 1975) from Barnard College, where she was elected to Phi Beta Kappa. She received her law degree (J.D., 1978) from the University of Pennsylvania Law School and her LL.M in Taxation (1983) from the New York University Law School.


Jim Sowell is a Principal at KPMG LLP and leads the Real Estate Practice in KPMG’s National Tax Office.  Jim’s practice is focused primarily on tax issues relating to partnerships, REITs, and debt workouts with respect to such entities.  Jim previously was an Associate Tax Legislative Counsel in the Office of Tax Policy at the U.S. Treasury Department where he was responsible for legislation and guidance relating to partnerships, REITs, and like-kind exchanges.  Jim is a former Chairman of the Real Estate Committee of the American Bar Association (Tax Section) and a former Vice Chairman of the Real Estate Roundtable’s Tax Policy Advisory Committee. Jim is a member and former President of the Board of Trustees for the Southern Federal Tax Institute and is an active participant on NAREIT’s Government Relations Committee. Jim has written numerous articles and speaks extensively on partnerships and REITs.

Jim has his undergraduate and law degrees (both with high honors) from the University of Florida and has an LL.M. in taxation from New York University, where he served as an editor on the Tax Law Review.

 


Lary S. Wolf, for more than 40 years, has worked with U. S. and foreign clients to design tax-sensitive structures for the ownership, operation and disposition of real property. He has been active in all areas of real estate and partnership taxation, including the formation of REITs and the transfer of properties to REITs and umbrella partnerships. He has designed structures for domestic and international real estate funds that address the issues of foreign and exempt investors. He is co-author of the book Federal Taxation of Real Estate, A Guide for Advisors and Investors. He has worked closely with New York State and City tax officials to devise solutions to industry problems involving real estate transaction taxes and was instrumental in developing the New York State and City tax legislation that made it feasible to use the REIT structure for New York properties. His experience with New York transaction taxes gives him a unique perspective in designing loan workouts on troubled properties. In addition to restructuring debt utilizing securitized financing and offshore sources, he has been involved in all aspects of complex bankruptcy reorganizations, including planning for federal, State and City taxes. He has worked with corporate debtors to reserve tax attributes, such as net operating loss carryovers. He also assists clients in federal, New York State and City tax controversies. He has represented both private and publicly held companies with federal tax audits, appellate reviews and U.S. Tax Court litigation on complex issues involving valuation, inventories, capital/expense determination and net operating loss utilization. He is a member of the Advisory Boards of Tax Management and a member of the Board of Governors and Chairman of the Tax Policy Committee of the Real Estate Board of New York.

He received his B.A. and J.D. from Rutgers University, where he was an editor of the Law Review.

Practice Areas

  • Real Estate Taxation
  • State and Local Taxation
  • Tax Controversy and Litigation


Michael Hirschfeld is a Managing Director in the firm's US National Tax office, where he focuses on corporate, international and partnership tax planning and compliance. Michael has over 40 years of experience with tax issues that affect partnerships/LLCs, REITs, cross-border investing, real estate acquisition, finance and investment, private equity, distressed debt, mergers and acquisitions, pharmaceutical, energy, pharmaceutical and clean technology clients. 
 
Michael was the chair of the Tax Section of the American Bar Association and a member of the Executive Committee of the Tax Section of the New York State Bar Association. Currently, he is the President of the Board at American Tax Policy Institute and an officer in the ABA Section of Real Property, Trust and Estate Law. Before Andersen Tax, Michael was a distinguished practitioner in residence at Cornell Law School and a retired law partner with an international law firm.
 
He is recognized as a leading tax professional in global publications, including Best Lawyers in America, Who's Who in America, The International Who's Who of Business Lawyers, The International Who's Who of Corporate Tax Lawyers and New York Super Lawyers
 
Michael is a frequent lecturer at the American Law Institute, the Association of the Bar of the City of New York, New York University, Practicing Law Institute, the International Fiscal Association and other organizations. He also published over 50 articles for The Journal of Taxation, The Journal of International Taxation and numerous additional global tax publications. 

Education:

  • The City College of New York, B.E.E.
  • University of Pennsylvania Law School, JD
  • New York University School of Law, LLM

Affiliations:
  • American Bar Association
  • New York State Bar Association
  • American Tax Policy Institute
  • Wolters Kluwer Legal Tax Advisory Board
  • American Tax Policy Institute
  • American College of Tax Counsel


Sanford C. Presant, Chair of the firm's Real Estate Fund Practice, focuses his practice on providing fund and joint venture best practice business and tax structuring advice to sponsors of the leading real estate private equity funds, REITs, and their local partners and investors in the U.S. and internationally.

Sandy has more than 30 years of experience as a tax and business lawyer for major funds and real estate companies. He has structured and negotiated the tax and business aspects for over 100 real estate funds (including their internal general partner structuring and executive compensation) in the U.S., Europe, Latin America and Asia, and more than 500 joint ventures (partnerships and LLCs) as both a corporate and tax attorney. Sandy is a well-known author and frequent lecturer on these topics as well. Sandy was the National Co Chair - Real Estate Fund Services at Ernst & Young from 2000 - 2005 and was Chair of DLA Piper’s Real Estate Fund Practice.

Sandy served as National Chairman of the American Bar Association's Committee on Partnership Taxation, is a member of the ABA Task Force on Debt Restructurings and Bankruptcy, and chaired the ABA Task Forces on Publicly Traded Partnerships and Partnership Tax Allocation Rulings. He is on the Tax Policy Steering Committee of the State Bar of California, on the advisory board for California CEB's Advanced Tax Planning for Real Estate Transactions, on the Board of Advisors of the Loyola Law School Tax LL.M. Program, and is a member of the Advisory Board for CCH's Journal of Passthrough Entities. He has been a regular guest commentator on the PBS program The Nightly Business Report and has been a presenter at the California Economic Summit. For 15 years, Sandy was an adjunct professor at New York University's Real Estate Institute. He speaks annually at a number of the principal tax conferences throughout the country.

Sandy has been a program director of the NAREIT Law and Accounting Conference (REITWISE). He currently is a Co-Chair (and founder) of PLI's Annual Real Estate Tax Forum in New York. He is the co-author of the two-volume treatise Tax Aspects of Real Estate Investments. He has been named a California Super Lawyer. He is listed in The Best Lawyers in America and has been recognized as a leader in tax by Chambers.

Sandy has substantial experience in structuring funds and joint ventures to minimize UBTI and ECI, including the use of blocker structures(including private REITs) reducing the withholding and tax for cross border investors and tax-exempt.


Based in Washington, D.C., Blake practices federal taxation, with emphasis on matters relating to partnership and real estate taxation. His practice includes planning, policy and controversy matters. He has extensive experience structuring large partnership and real estate transactions.

Blake is listed in The Best Lawyers in America and in Super Lawyers in both the tax and real estate categories. Chambers USA described him as “a masterful attorney whose expertise in partnerships and real estate is unparalleled;” “phenomenal for partnership tax issues;” “one of the best at tax structuring;” and “an absolutely sterling individual.” Legal 500 “highly recommends” him as an “industry leader” for both partnership and real estate matters; PLC Which Lawyer? recommends him as “highly regarded;” and Washingtonian Magazine named him as one of the top lawyers in Washington, D.C. He is also listed in Who’s Who in America and in Who’s Who in American Law.  He has been rated AV Preeminent by Martindale-Hubbell every year since 1997. He is the author of more than 180 professional articles, is a frequent lecturer on tax topics at conferences across the country, and has testified at the invitation of the U.S. House of Representatives Committee on Ways and Means as an expert on tax issues.

Blake has been active in both the District of Columbia Bar and the American Bar Association. He served as Chair of the 1,600 member District of Columbia Bar Section of Taxation, and twice served as Chair of its Passthroughs and Real Estate Committee. He served as Chair of the American Bar Association Section of Taxation Real Estate Committee. He serves as Partnership and Real Estate Chair for New York University’s Annual Institute on Federal Taxation, and also serves as Chair of three other annual national tax conferences. He served as Vice Chair of the Tax Policy Advisory Committee of the Real Estate Roundtable, and is a member of the National Association of Real Estate Investment Trusts.

Prior to joining EY in 2016, Blake was Global Vice-Chair of the U.S. & International Tax Group at McDermott Will & Emery and also Head of its Washington Tax Practice. Prior to that, Blake was Chair of the Tax Practice at Arnold & Porter. From 1984 through 1987, Blake served with the Office of Tax Legislative Counsel, U.S. Department of Treasury. He was deeply involved in the development of the Tax Reform Act of 1986 provisions and administrative guidance affecting partnerships and real estate. Before joining the Treasury Department, Blake practiced in Philadelphia and was an Adjunct Professor in Villanova University’s Master of Laws in Taxation program, where he taught courses on tax planning for real estate transactions.

J.D., cum laude, Order of the Coif, University of Pennsylvania School of Law
M.B.A., with distinction, Beta Gamma Sigma and Beta Alpha Psi, Wharton School of the University of Pennsylvania
B.A., Haverford College


Bob is a retired principal and consultant to Ernst & Young LLP. He consults with clients in all federal income tax aspects of real estate, including REIT, partnership, limited liability company and S corporation formations, acquisitions, like-kind exchanges, development, leases, financings, workouts, dispositions and liquidations. Bob’s experience also includes extensive involvement in the negotiation and drafting of all types of partnership agreements, LLC operating agreements and corporate shareholder agreements. He also advises clients on a regular basis in monitoring federal legislative and regulatory activity in the real estate area.

Bob joined Ernst & Young LLP in 1996, retired as a principal on June 30, 2017 and continues to consult in all federal income tax aspects of real estate. From 1984 until 1996, he was a partner in a Manhattan law firm practicing in the taxation of real estate. Bob has published many articles and lectures frequently at many real estate industry and tax conferences. He is also a member of the Advisory Board of Journal of Passthrough Entities, the Board of Contributing Editors and Advisors of Real Estate Taxation and the Tax Management Advisory Board for Corporate Tax and Business Planning. Bob is co-author with Jim Lowy of the CCH treatise, Taxation of REITs and UPREITs. He has served as Chair of the Real Estate Committee of the ABA Section of Taxation, Vice Chair of the Tax Policy Advisory Committee of the Real Estate Roundtable and Co-chair of the Cost Recovery Committee and as a member of the Executive Committee of the NYSBA Tax Section, and continues to serve as a member of the Government Relations and Real Estate Committees of the ABA Section of Taxation. 

Bob has an S.B., Phi Beta Kappa, in Mathematics from Massachusetts Institute of Technology, a J.D. from Columbia University Law School, and an LL.M. (in Taxation) from New York University School of Law.