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23rd Annual Real Estate Tax Forum


Speaker(s): Adam S. Feuerstein, Andrea Macintosh Whiteway, Bahar A. Schippel, Cristina Arumi, David L. Friedline, Dianne O. Umberger, James B. Sowell, Jill E. Darrow, Linda Z. Swartz, Michael Hirschfeld, Robert D. Schachat, Sanford C. Presant
Recorded on: Feb. 8, 2021
PLI Program #: 304636

Adam is the National Real Estate Tax Technical Leader at PricewaterhouseCoopers, LLP and, in that role, he helps clients navigate the complicated tax world in which we live.  Adam brings his experience and passion (yes, passion for tax) to help clients see the big picture from a tax perspective, while at the same time keeping an eye on the important details necessary to achieve the client’s particular objectives.  Clients often comment that Adam has a keen ability to convey complicated tax concepts and that he is approachable and easy to work with.

Adam has brought his practical business approach to assist sponsors of, and investors in, real estate funds on a wide range of formation and investment matters.  He brings this approach to provide guidance and counsel to some of the most well-known fund families in connection with their acquisitions and to help design fund structures that address the various tax issues that affect fund sponsors and their investors.

Adam also regularly advises many public and private REIT clients through their life cycle.  In that capacity, Adam has worked on many REIT monetization, conversion and M&A transactions, PropCo/OpCo structures and IPOs and regularly works with REIT clients to address their day-to-day tax matters.  Adam is a co-author of the treatise on Real Estate Investment Trusts for RIA’s Catalyst series and is a Contributor to the Guide to Global Real Estate Investment Trusts.  He has also served as a faculty member for the Practicing Law Institute sessions for the Real Estate Tax Forum and the Real Estate M&A and REIT Transactions and has spoken on panels at REITWise.

Adam not only has a passion for tax and providing assistance to clients but also enjoys mentoring younger tax professionals.  In that vein, Adam has served as an adjunct professor at the Georgetown University Law Center and the Villanova University School of Law where he has taught classes on partnership taxation and the unrelated business income tax. 

Adam graduated from Harvard Law School, cum laude, has a Masters in Public Policy from Harvard University’s John F. Kennedy School of Government and received his B.S. with honors from Cornell University. 

Adam is an active member in the Tax Policy Advisory Committee of the Real Estate Roundtable and the National Association of Real Estate Investment Trusts.  In his spare time, Adam enjoys spending time with his family, playing cards and board games, tennis, bicycling and movies. 


Andrea Macintosh Whiteway is a principal in the National Tax Department of Ernst & Young LLP and is based in the Firm’s Washington, D.C., office.

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, SPAC transactions, 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. Andrea advises on forward and reverse like-kind exchanges and exchanges of tenancy in common interests in real estate.

Andrea has been listed in the 2008 to 2017 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 served on the Tax Section’s Nominating Committee. She is a former 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 served on the steering committee of the District of Columbia Bar Section of Taxation and a past Chair of its Pass-throughs and Real Estate Committee.  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 150 professional articles and has delivered more than 200 lectures on tax topics at conferences across the United States, including at the Tax Executives Institute, NYU Federal Tax Institute, NAREIT, 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. She is the co-chair the NYU Federal Tax Institute Partnership Session, the NYU Partnership and Real Estate Conference and the PLI Real Estate Tax Forum.  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."  She is a graduate of Cornell University and holds a J.D. from the University of Maryland School of Law and an LLM in Taxation from the Georgetown University School of Law.


Bahar Schippel is a Partner with the law firm of Snell & Wilmer L.L.P. in Phoenix, Arizona.  She specializes in tax planning for mergers and acquisitions, joint ventures and real estate transactions, drafting LLC and partnership agreements, tax planning in connection with fund formation and operations, structuring tax-efficient debt workouts, designing service provider equity compensation for LLCs and partnerships and representing taxpayers before the Internal Revenue Service. Bahar served on the Council of the ABA Tax Section and is a Past Vice Chair (Pro Bono and Outreach) thereof. Bahar is a Past Chair of the ABA Tax Section Partnership Committee. She is currently a member of the ABA's National Conference of Lawyers and CPAs. Bahar is also the Past Chair of the Tax Section of the State Bar of Arizona and is the Past Chair of the Arizona Tax Advisory Commission, which oversees the tax specialization program in Arizona. She is also a Regent of the American College of Tax Counsel, and a member of the Bloomberg BNA Real Estate Advisory Board and the Wolters Kluwer Legal Tax Advisory Board, which all include some of the nation's leading authorities on tax law. Bahar frequently speaks at national and regional tax conferences and contributes articles to top-tier tax publications. Prior to joining Snell & Wilmer, Bahar served as Attorney-Advisor for the United States Tax Court in Washington, DC, and as Teaching Assistant to the Honorable David Laro at Georgetown University Law Center.


Bob is a consultant to Realty Exchange Corporation in northern Virginia and other clients.  Prior to his retirement as a principal and consultant to Ernst & Young LLP on June 30, 2019, he consulted 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 has also advised 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 retired as a consultant with EY on June 30, 2019.  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.

 


David is a partner in our New York office and is the leader of Global Funds Tax Advisory Services Group – Real Estate & Infrastructure and the Homebuilding Industry Group.  He has a nationwide practice with over 30 years of real estate, private equity, and infrastructure industry experience serving a wide variety of closed and open-end funds, public REITs, and home builders.  David has a very practical and commercial approach to serving clients having served for several years as senior tax counsel and tax director to the London and Stamford offices of GE Capital.  

David has vast experience advising clients on the U.S. tax aspects of a wide array of domestic and cross-border investments, including formation of partnerships and joint ventures, M&A transactions and due diligence, capital raising and fund-formation, debt-workouts and purchases of debt portfolios, leasing and tax-deferred exchanges, real estate securitizations, and separate accounts.  He commonly advises investment managers on the unique tax considerations of institutional investors, including FIRPTA, ECI, the Section 892 and qualified foreign pension fund exemptions, and UBTI and common strategies to manage associated risks.

David is very active in both the Real Estate Committee of the American Bar Association’s Tax Section, for which he is Chair of the Subcommittee on Cancellation of Debt, and in the Tax Policy Advisory Committee of Real Estate Roundtable.  David has been a speaker at programs and conferences for the ABA Tax Section, AICPA, AFIRE, USC Tax Institute, Real Estate Roundtable, NCREIF, New York Private Equity Network and has authored articles on a variety of partnership, international, and real estate tax topics for the Journal of Real Estate Taxation, Journal of Taxation of Financial Products Financial Products, and Major Tax Planning.  He serves on the editorial board of the Journal of Real Estate Taxation and is a former Adjunct Professor of Partnership Taxation at Fordham University.

David obtained his accounting degree from Florida State University, College of Business, J.D. (with honors) from American University Law School, and studied tax law at Georgetown University Law Center.


Dianne Umberger has been the National Tax Department’s REIT Leader for Ernst & Young (“EY”) and a principal in the Real Estate Group in Washington, D.C. through 2020.  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., Uniti Group Inc., and Suntex Marina Investors LLC to obtain groundbreaking private letter rulings on the treatment of assets and income favorable to the REIT 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 has represented 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.

 


James Sowell is a principal in the Passthroughs group of the Washington National Tax practice of KPMG LLP.  He focuses primarily on tax issues relating to partnerships and REITs, and he leads the Real Estate practice for Washington National Tax.

Prior to joining KPMG, Jim was with the national tax offices of other major accounting firms.  Prior to that time, Jim was with the U.S. Department of Treasury (Office of Tax Policy) where he served first as an Attorney Advisor and then as an Associate Tax Legislative Counsel.  While at the Treasury Department, Jim was primarily responsible for administrative guidance and legislation involving partnerships, real estate investment trusts, like-kind exchanges, and other issues.  The many matters that Jim was involved in while at Treasury included the regulations relating to partnership mergers and divisions, the partnership basis adjustment regulations, the regulations relating to amortization of intangible property, and the legislation relating to taxable REIT subsidiaries.  Prior to the Treasury Department, Jim was an associate at King & Spalding LLP in Atlanta, Georgia.

Jim earned an LL.M. in taxation from New York University in 1991, a law degree (with high honors) from the University of Florida in 1990, and his bachelors in business administration (also with high honors) from the University of Florida in 1986.  Mr. Sowell was Chief Tax Editor of the Florida Law Review and was a Graduate Editor of New York University’s Tax Law Review.

Jim is a former Chairman of the Real Estate Committee of the American Bar Association (Tax Section) and is a former Vice Chairman of the Tax Policy Advisory Committee of the Real Estate Roundtable.  He is a member of the National Association of Real Estate Investment Trusts, where he is an active participant on the Government Relations Committee.  Jim also is a member of the BNA Tax Management Advisory Board (Corporate Tax and Business Planning) and is on the Board of Trustees for the Southern Federal Tax Institute.  

Jim has written articles for various publications and speaks at numerous conferences.

 


Jill Darrow focuses on financial services and private equity transactions, guiding clients through the tax aspects of fund and management company formation, partnership transactions and business acquisitions.

Valuable knowledge, clear communication, practical advice

Jill's broad knowledge, clear communication and practical advice make her a valuable part of our financial services and private equity representation. She speaks at conferences sponsored by Financial Research Associates and the Practicing Law Institute.

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, Best 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.


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 investment vehicles and transactions for funds, family offices, partnerships and other asset managers; on structuring complex global mergers and acquisitions, spin-offs, joint ventures, and restructurings; and on foreign tax planning strategies. In addition being named one of 14 “Influential Women In Tax Law” by Law360, Linda has been consistently recognized as one of the country’s leading tax lawyers by independent commentators and industry publications, including Best Lawyers, Chambers USA, Euromoney, 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;
  • U.S. Treasury Department Presidential Task Force on the Auto Industry with respect to the bankruptcy filings of General Motors and Chrysler;
  • LyondellBasell as lead debtor’s counsel in its chapter 11 case;
  • Northwest Airlines in its chapter 11 cases;
  • JPMorgan in the Centro Properties restructuring and in the Stations Casino chapter 11 cases; and
  • Pfizer in its acquisitions of Wyeth, Warner-Lambert and Pharmacia, and the respective sales of its Capsugel and consumer health businesses.

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 has chaired its Tax-Free Reorganizations, Bankruptcy, Consolidated Returns, Real Property, and Tax Accounting and Basis Committees. 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.


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. He is also the former 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

 

 

 


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.


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.