Kelsey Lemaster

Kelsey Lemaster

Kelsey Lemaster

Kelsey Lemaster is a partner in Goodwin’s Tax Practice. His practice includes corporate mergers and acquisitions, fund formations, private equity and venture capital investment structuring, the qualification and operation of REITs, transactions involving REITs, investments in real estate by tax-exempt and foreign investors, and joint venture and other partnership transactions.


While attending law school, Mr. Lemaster was the Editor-in-Chief of The Tax Lawyer.

Areas of Practice


Mr. Lemaster’s recent transactional experience includes representing:

Representative Matters

  • Trulia in its pending $3.5 billion tax-free combination with Zillow
  • Essex Property Trust in its $15.4 billion acquisition of BRE Properties for a combination of stock and cash consideration in a partially tax-deferred transaction
  • Trunk Club in it is tax-free acquisition by Nordstrom for $350 million in Nordstrom stock
  • Location Labs in its sale to AVG for up to $220 million of up-front and contingent consideration
  • Dropcam in its $555 million sale to Nest Labs
  • Singapore Telecommunications Limited in its acquisitions of Adconion Media Group’s U.S. and Australian businesses for $235 million and Kontera Technologies for $150 million
  • Flurry in connection with its sale to Yahoo! for an undisclosed amount
  • Citrus Lane in its sale to for $31 million cash equity, plus up to an additional $17.6 million in earn out payments of cash and equity
  • GrubHub in its tax-free combination with Seamless Holdings
LLC/Partnership Transactions
  • Norwest Venture Partners in acquisitions of controlling and 100% ownership stakes in a number of businesses organized as pass -through entities
  • Perzo in an announced platform roll-up transaction involving a consortium of leading investment banks
  • A private technology company in an internal restructuring from S-corporation to LLC followed by a $1 billion valuation financing transaction
  • Numerous clients organized as LLCs in designing and implementing profits interest structures for compensating founders and management
Real Estate Structuring
  • A private real estate investment fund in developing a feeder structure for foreign investors
  • A private real estate investment sponsor structuring a single-investor fund for a foreign sovereign entity
  • Equity One in an $88.9 million equity security offering
  • DCT Industrial Trust and Terreno Realty Corporation in their quarterly ATM bring-down offerings
  • Underwriters in Intrexon Corporation’s initial public offering of approximately 11.5 million shares of its common stock on the New York Stock Exchange
  • Xoom Corporation, an online money transfer provider, in its initial public offering of more than 7.2 million shares of its common stock on the NASDAQ Global Select Market



LL.M., 2008
Boston University School of Law
J.D., 2002
Georgetown University Law Center

(cum laude)

B.A., 1999
Boston University

(magna cum laude)



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Our clients rely on us for world-class advisory services, counsel on complex transactional work and high-stakes litigation. Specializing in matters involving the financial, life sciences, private equity, real estate, and technology industries, we use a collaborative, cross-disciplinary approach to resolve our clients’ most challenging issues. To find out more, please contact us.
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