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Real Estate Tax Forum (Third Annual)

Author(s): Sanford C. Presant, Leslie H. Loffman
Practice Area: Real Estate, Tax
Published: Feb 2001
PLI Item #: 3940
CHB Spine #: J488, J489, J490

Leslie Loffman is a Partner in the Tax Department and a member of the Real Estate Capital Markets Group, resident in the New York office. Les has more than 30 years of experience providing all aspects of tax structuring and business risk advice to REITs and real estate funds and their partners in the United States, Europe, and Asia, as well as to private equity funds, partnerships, corporations, and limited liability companies.

Les is the co-author of the two-volume treatise Tax Aspects of Real Estate Investments (Thomson Reuters Westlaw 1992) and was a regular columnist for the Journal of Passthrough Entities. He also has served on the board of contributing editors for the Journal of Real Estate Taxation.

A frequent lecturer on numerous tax issues, Les is co-chair of the Practising Law Institute’s Annual Real Estate Tax Forum. He regularly speaks on REITs real estate funds and other partnership structures, like-kind exchanges, investments by pension trusts and other tax-exempt entities, and tax aspects of workouts and bankruptcies. In addition, he has chaired New York University's Annual Conference on Real Estate and its Conference on Partnerships and other Passthrough Entities.

Les has been recognized by both Chambers Global and Chambers USA, which have described him as "a major force in the industry" and a "terrific lawyer who has spent his life on REIT work," adding that he "is a popular choice for tax structuring and business risk advice." Legal 500 has also cited Les for his REITs practice, noting he is "widely regarded as a leading individual" and "a really good REITs tax lawyer." In addition, he has repeatedly been included in New York Super Lawyers.

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 was a presenter at the 1993 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 was a program director of the 2003 NAREIT Law and Accounting Conference. 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. In 2007, he was named a California Super Lawyer, as the result of a joint research project by Law & Politics and Los Angeles magazines. He is listed in The Best Lawyers in America.

Sandy has substantial experience in structuring funds and joint ventures to minimize UBTI, including the use of blocker structures reducing the withholding and tax for cross border investors and tax-exempts, public and private REITs, hotel net lease structures that minimize leakage, and fractions rule compliant structures.

Areas of Concentration

  • Real Estate Funds
  • Joint Ventures
  • General partner executive compensation
  • REITs
  • Workouts and tax exempt investors (UBTI)
  • Debt restructuring

Significant Representations

  • Represented more than 50 of the leading private equity fund sponsors and a number of public and private REITs.
  • Structured and negotiated the business and tax aspects for over 500 major real estate joint ventures and private equity fund sponsorships.

Professional and Community Involvement

  • Member, American Bar Association Task Force on Section 108: Bankruptcy and Workouts, 1991-Present
  • Member, NAREIT’s Small Business/Passthrough Entities Tax Task Force
  • Member, Tax Policy Advisory Committee (TPAC) of the Real Estate Roundtable
  • Cabinet Member, Real Estate and Construction Division of the Jewish Federation, 2010
  • Affiliated Member of Madison Who's Who, 2010
  • Program Director, NAREIT Law and Accounting Conference, 2003
  • Chairman, American Bar Association Tax Section Task Force on Publicly Traded Partnerships, 1995-2000
  • Chairman, American Bar Association, Committee on Partnership Taxation, 1992-1994
  • Advisory Board, Advanced Tax Planning for Real Estate, CEB, 1993
  • Chairman, American Bar Association Task Force on Tax Allocations, 1988-1990
  • Chairman, American Bar Association Tax Section Subcommittee on Partnership Tax Allocations, 1986-1990
  • Chairman, American Bar Association Tax Section Subcommittee on Partnership Audit Procedures, 1984-1986
  • Member, ABA Task Force on President’s Tax Proposals to Congress, 1985
  • Member, Options Task Force, U.S. Securities and Exchange Commission, 1976-1978
  • Board of Advisors, Loyola Law School, Tax LL.M. Program
  • Member, Century City Bar Association
  • Member, Pension Real Estate Association

Awards and Recognition

  • Listed, The Best Lawyers in America, Tax Law, 2008-2015
  • "Lawyer of the Year," Tax Law, Los Angeles, 2014
  • Team Member, The Legal 500 United States, "Top Tier" Firm in Real Estate, 2013 and 2014
  • Listed, Chambers USA Guide, 2011-2014
  • Listed, Super Lawyers magazine, Southern California Super Lawyers, 2007-2008, 2010-2014
  • Listed, The Legal 500 United States, 2013
  • Team Member, Chambers USA Award for Excellence, Real Estate, 2013
  • Team Member, a Law360 "Real Estate Practice Group of the Year," 2013
  • Listed, Who’s Who in American Law
  • Rated, AV Preeminent® 5.0 out of 5

AV®, BV®, AV Preeminent® and BV Distinguished® are registered certification marks of Reed Elsevier Properties Inc., used under in accordance with the Martindale-Hubbell certification procedures, standards and policies.

Previous Experience

  • National Chairman of the Real Estate Funds Practice at DLA Piper.
  • National Co-Director for Real Estate Funds Services at Ernst & Young, where he developed a partnership agreement diagnostic process that provides fund general partners with recommendations about industry best practices that reduce risk and costs in funds, joint ventures and within the general partner group.

Articles, Publications & Lectures


Mr. Presant has made over 250 presentations at NAREIT, ABA Tax Section, IMN Opportunity Fund, ALI-ABA, ABA Tax Section, USC Tax Institute and other major tax and fund conferences.

  • Co-Chair, "Real Estate Tax Forum," Practicing Law Institute, (also co-chaired with Les Loffman Blake Rubin), 1999-Present
  • Presenter, "Dodd-Frank: Implications for Real Estate Organizations," Client Webinar, September 14, 2011
  • Co-Chair, "Partnerships and S Corporations," NYU Institute on Federal Taxation, 1992-1995
  • Co-Chair, Ninth and Tenth Annual New York University Conferences on Federal Taxation of Real Estate Transactions, 1987-1988
  • Co-Chair, "Sophisticated Tax Planning for Real Estate Transactions," Practicing Law Institute, (with Peter M. Fass, Leslie H. Loffman, Robert Haft), 1988


  • Co-Author, Tax Aspects of Real Estate Investments, Thompson West Publishing, two-volume treatise, 2013
  • Co-Author, The Tax Reform Act of 1986, Clark Boardman Co., 1987
  • Co-Author, Special Tax Problems of Resyndications, Clark Boardman Co., 1985
  • Co-Author, The Effect of the Tax Reform Act of 1984 on Tax Shelters, (with Peter M. Fass, Leslie H. Loffman), Clark Boardman Co., 1984


  • Quoted, "Public RE Investors Under the Radar, Not Down and Out," Law360, March 5, 2014
  • Co-Author, "Compliance Checklist for Registered and Exempt Real Estate Fund Advisers Under Dodd-Frank," Washington Update column, PREA Quarterly magazine, (with Arthur Don), Fall 2012
  • Co-Author, "The JOBS Act Expands Access to Capital in Private Placements and New Public Offerings," (with Arthur Don), Washington Update column, PREA Quarterly magazine, Summer 2012
  • Co-Author, "Impact of Proposed FATCA Regulations on US Real Estate Ventures with Non-US Investors or Lenders," Washington Update column, "Pension Real Estate Association Quarterly," (with Richard Petkun), Spring 2012
  • Co-Author, "Carried Interest Proposal Resurfaces, With Changes, in the Jobs Bill," Washington Update column, "Pension Real Estate Association Quarterly," (with Richard Petkun), Winter 2012
  • Co-Author, "The Infamous Fractions Rule - Structuring to Avoid UBTI," American Bar Association Tax Section, October 2008
  • Co-Author, "Best Practices for Structuring Key Executive Compensation in General Partners of Real Estate Funds," NAREIM Senior Legal Officer Discussion Forum, June 2008
  • Co-Author, "Joint Ventures with Tax-Exempt Entities and REITS," NAREIT Law and Accounting Conference, March 2008
  • Co-Author, "Real Estate Funds 2006 - Global Best Practices for Sponsors," EuroMoney Yearbook, October 2006
  • Co-Author, "Understanding the Economic and Tax Consequences of Partnership and LLC Agreements," USC Tax Institute, February 2005
  • Co-Author, "When Opportunity Knocks Should Investors Listen," NAREIT Real Estate Portfolio, March 2003
  • Co-Author, "Opportunity Fund Partnership Negotiating Issues," Information Management Network, May 2002
  • Co-Author, "Avoiding Phantom Income Traps in Real Estate LLCs and Partnerships," Journal of Passthrough Entities by CCH Incorporated, July-August 1999
  • Co-Author, "Effecting Tax-Free Property Contributions to UPREITs and Other Partnerships," Journal of Passthrough Entities by CCH Incorporated, May-June 1999
  • Co-Author, "Income Recognition Checklist for Property Contributions to UPREITs and Other Partnerships," Journal of Passthrough Entities by CCH, March-April 1999
  • Co-Author, "Sustaining Partner Allocations  IRS’s Key Ruling on Deficit Restoration Obligations," 88 Journal of Taxation No. 2, February 1998
  • Co-Author, "Final PTP Regs. Abandon Restrictive Conditions and Adopt Workable New Exemptions," 84 Journal of Taxation No. 5, May 1996
  • Co-Author, "Allocation of Nonrecourse Liabilities: IRS Takes Two Steps Forward, One Back," 83 Journal of Taxation No. 5, November 1995
  • Co-Author, "Restrictive Proposed Regulations on Publicly Traded Partnerships Could Cause Any Partnership to be Taxed as a Corporation," 73 Taxes No. 9. At 475, September 1995
  • Co-Author, "Final Allocation Regulations Still Permit Planning to Avoid Impact of the Ceiling Rule," 80 Journal of Taxation No. 5, May 1994
  • Co-Author, "Final Allocation Regulations Add Simplicity but Retain Planning Opportunities," 80 Journal of Taxation No. 6, June 1994
  • Co-Author, Chapter 20, Lease Incentives in the 1990s: Business and Tax Alternatives, USC Major Tax Planning Inst., 1994
  • Co-Author, "Contributions of Property to Partnerships: The Proposed Regulations Under Section 704(c)(1 )(A)," Journal of Taxation, April-May 1993
  • Co-Author, "Avoiding Minimum Gain Recapture in Workouts Under the Final Section 704(b) Regulations," Journal of Taxation 237, Spring 1993
  • Co-Author, "Tax Consequences of Restructuring the Real Estate Partnership in Default," Tax Aspects of Loan Workouts and Bankruptcies, California Continuing Education of the Bar, Fall 1992
  • Co-Author, "The Final Regulations Under Section 752," Journal of Real Estate Taxation 267, Summer 1992
  • Co-Author, "Proposed Regulations Create Self-Charged Interest Exemptions Under the Passive Loss Rules," 19 Journal of Real Estate Taxation 121, Winter 1992
  • Co-Author, "Notice 90-41 Expands Ability to Use Borrowings in Real Estate Partnerships Having Tax-Exempt Partners," 18 Journal of Real Estate Taxation 314, Summer 1991
  • Co-Author, "Leveraged Partnerships with Tax-Exempt Entities-Qualified Allocations and the Fractions Rule," NYU 48th Annual Institute on Federal Taxation, February 1990
  • Co-Author, "A Practical Guide to the Section 752 Temporary Regulations," 70 Journal of Taxation 196, 260, April-May 1989
  • Co-Author, "The Effect of IRS Notice 88-75 on Publicly Traded Partnerships," 40 Tax Notes 747, August 1988
  • Co-Author, "The Final Partnership Nonrecourse Debt Allocation Regulations," Taxes Magazine, February 1987
  • Co-Author, "Treasury Issues Final Partnership Tax Allocation Regulations," ABA Section of Taxation Newsletter, Spring 1986
  • Co-Author, "Interest Accruals Under the Rule of 78’s? A Postmortem," Real Estate Review, Fall 1984
  • Co-Author, "How ACRS Anti-Churning Rules Affect Real Estate Partnerships and Their Partners," 57 Journal of Taxation 148, September 1982(*All Co-Authorships are with Leslie H. Loffman, except where indicated.)


  • Regular Guest Commentator, The Nightly Business Report, PBS


LL.M., Taxation, Georgetown University Law Center, 1981

J.D., cum laude, State University of New York at Buffalo Law School, 1976

B.A., Cornell University, 1973

Admitted to Practice

  • California
  • New York
  • District of Columbia