Real Estate Investment Funds

Real estate investment managers, ranging from first time fund sponsors to established industry leaders, as well as public REITs, insurance companies and investment banks, depend on Goodwin for the best structure and terms when raising and deploying capital. Our international Real Estate Investment Funds Practice has a reputation as a market leader in advising funds and their sponsors and managers in fund structuring and formation in all key real estate industry verticals. Our work involves U.S., European, Canadian, Latin American and global funds ranging in size from less than $25 million to more than $4 billion. Our lawyers also work with financial institutions, private equity and hedge fund managers expanding their investment funds to include real estate as an investment focus.

We have significant experience forming real estate funds and investment vehicles, spanning closed-end funds, open-ended, variable-priced, total return driven fund structures, club arrangements, programmatic joint ventures and separate accounts. We are intimately familiar with core, core plus, value-add and opportunistic investment objectives; with all asset classes, such as office, retail, residential, multifamily, industrial, hospitality, senior housing/assisted living and infrastructure; with debt and equity funds; and with global investment strategies. The depth of our market presence and experience allows us to assist clients considering alternative capitalization strategies and the unique market terms applicable to each.

Our investment funds team includes tax lawyers creating innovative tax structures that can provide a competitive advantage for our global clients. Additionally our regulatory, financial services and ERISA lawyers have a deep understanding of the challenges faced by real estate funds and their managers, including the Investment Advisers Act and other US securities laws, AIFMD, REOCs and VCOCs, and CFTC compliance, and have the market experience to provide practical, solutions-driven advice. 

Related Practices

Real Estate Industry

Rising interest rates? Falling tenant demand? “High-yield” or “value-added”? Across the global real estate capital markets, how you position yourself with respect to risk and return is critical for maximizing your investments. Whether assessing demographic trends and capital flows or anticipating geographic shifts, Goodwin’s Real Estate Industry Group offers deep market insight and a practical approach to help you make the most of every investment decision – from private fund formation and all types of real estate transactions to REIT and real estate M&A, we excel at what we do.

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ERISA + Executive Compensation

Whether the count is 10 employees or 10,000, companies throughout the United States depend on Goodwin for strategic and effective advice on all aspects of ERISA and executive compensation programs. We work with clients and investors in a range of industries, both public and private, including technology and life sciences companies, banks and other financial services companies, REITs, hospitality companies, teaching hospitals, and private equity and venture-backed companies. As a real testament to the reputation our practice has in the market, we are frequently hired by boards and compensation committees as special compensation counsel even when we do not serve as their general counsel.
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Investment Management

The investment management industry is expected to continue to experience a rapid pace of change in the coming years. New investment strategies, shifting demographics and investor needs, the influence of financial technology, expense trends and increasing regulatory pressures are all proving to be industry game changers. As these extraordinary challenges for the industry continue, Goodwin is uniquely positioned to provide comprehensive and innovative solutions as market participants prepare for these changes, and our team can help clients capitalize on new opportunities and navigate the growing marketplace challenges.
Read More

Joint Ventures

Institutional investors, owners and developers in joint venture transactions face a raft of complex issues and market challenges as they invest in real estate across the United States and Europe. Clients count on Goodwin’s comprehensive understanding of the unique relationships and matters that arise during the life cycle of joint ventures, from formation concerns to exit rights. From single-asset developments to stabilized portfolios, clients leverage our multidisciplinary approach to joint venture transactions, integrating expertise from our tax, ERISA, corporate, securities, regulatory, construction and litigation teams. We regularly advise clients on joint ventures that are REIT compliant and/or UBTI sensitive (including “fractions rule”) compliance, as well as a variety of governance and economic structures, including complex promote waterfalls, clawbacks and multi-tiered transactions. Additionally, our European team is experienced in navigating the AIFMD and merger control considerations that can impact EU joint ventures.
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Private Investment Funds

Few firms offer the breadth of practice that we bring to private fund managers and investors. We understand the issues specific to different types of funds and offer advice that comes from a wealth of experience across industries and global markets. Our lawyers work in all the key industries, including, real estate, venture capital, private equity, infrastructure, natural resources and hedge funds, raising funds worldwide that range from less than $50 million to over $12 billion. The depth and breadth of our experience allows us to provide our clients with the most current market terms for their industry as well as access to cutting-edge developments across industries.

We handle every stage in the life cycle, and we provide fund managers with the sophisticated level of counsel required for forming, advising and operating private investment funds. Within fund formation, we take a creative approach, starting with not only the specific objectives of a particular fund but also an assessment of how the fund fits within the client’s broader business goals. We then help fund managers determine the best structure and terms to achieve those goals.

Read More

Real Estate Tax

Tax issues often arise when structuring real estate funds, joint ventures, REITs and transactions, particularly when doing so across borders. Our real estate clients turn to Goodwin’s tax experts to help them overcome the hurdles that these issues present. Our tax expertise is at the core of the firm’s real estate transactional practices with dedicated real estate tax experts who are recognized and differentiated by their global industry knowledge, creativity, clarity, and integration with client planning. Working seamlessly with other members of our transaction teams and knowing and understanding a client’s business, allows them to appropriately balance tax considerations and business objectives to achieve the best possible results.
Read More

REITs and Real Estate M+A

When businesses need counsel at the intersection of real estate and the public markets, they turn to Goodwin, a proven leader and innovator. From the dawn of the REIT market in the 1960s through the modern REIT era that began in the early 1990s, our lawyers are the industry vanguard – helping to draft the Real Estate Investment Trust Act of 1960, pioneering the creation of the first public UPREIT structure, and successfully representing issuers in the largest and most complex REIT IPOs to date. Goodwin has been consistently recognized as a leader serving the public REIT market, including in connection with alternative uses of the REIT vehicle, REIT conversions and innovative compensation structures like the modern LTIP partnership unit. As REITs have matured into a mainstream investment with expanded reach around the globe, the industry’s top players continue to rely on our expertise and dedication. And as REITs seek to take advantage of regulatory reforms that broaden their access to capital, such as new exemptions from registration or innovative equity securities, our lawyers are always first on the scene.
Read More
Related Practices
Real Estate Industry

Rising interest rates? Falling tenant demand? “High-yield” or “value-added”? Across the global real estate capital markets, how you position yourself with respect to risk and return is critical for maximizing your investments. Whether assessing demographic trends and capital flows or anticipating geographic shifts, Goodwin’s Real Estate Industry Group offers deep market insight and a practical approach to help you make the most of every investment decision – from private fund formation and all types of real estate transactions to REIT and real estate M&A, we excel at what we do.

Read More
ERISA + Executive Compensation
Whether the count is 10 employees or 10,000, companies throughout the United States depend on Goodwin for strategic and effective advice on all aspects of ERISA and executive compensation programs. We work with clients and investors in a range of industries, both public and private, including technology and life sciences companies, banks and other financial services companies, REITs, hospitality companies, teaching hospitals, and private equity and venture-backed companies. As a real testament to the reputation our practice has in the market, we are frequently hired by boards and compensation committees as special compensation counsel even when we do not serve as their general counsel.
Read More
Investment Management
The investment management industry is expected to continue to experience a rapid pace of change in the coming years. New investment strategies, shifting demographics and investor needs, the influence of financial technology, expense trends and increasing regulatory pressures are all proving to be industry game changers. As these extraordinary challenges for the industry continue, Goodwin is uniquely positioned to provide comprehensive and innovative solutions as market participants prepare for these changes, and our team can help clients capitalize on new opportunities and navigate the growing marketplace challenges.
Read More
Joint Ventures
Institutional investors, owners and developers in joint venture transactions face a raft of complex issues and market challenges as they invest in real estate across the United States and Europe. Clients count on Goodwin’s comprehensive understanding of the unique relationships and matters that arise during the life cycle of joint ventures, from formation concerns to exit rights. From single-asset developments to stabilized portfolios, clients leverage our multidisciplinary approach to joint venture transactions, integrating expertise from our tax, ERISA, corporate, securities, regulatory, construction and litigation teams. We regularly advise clients on joint ventures that are REIT compliant and/or UBTI sensitive (including “fractions rule”) compliance, as well as a variety of governance and economic structures, including complex promote waterfalls, clawbacks and multi-tiered transactions. Additionally, our European team is experienced in navigating the AIFMD and merger control considerations that can impact EU joint ventures.
Read More
Private Investment Funds

Few firms offer the breadth of practice that we bring to private fund managers and investors. We understand the issues specific to different types of funds and offer advice that comes from a wealth of experience across industries and global markets. Our lawyers work in all the key industries, including, real estate, venture capital, private equity, infrastructure, natural resources and hedge funds, raising funds worldwide that range from less than $50 million to over $12 billion. The depth and breadth of our experience allows us to provide our clients with the most current market terms for their industry as well as access to cutting-edge developments across industries.

We handle every stage in the life cycle, and we provide fund managers with the sophisticated level of counsel required for forming, advising and operating private investment funds. Within fund formation, we take a creative approach, starting with not only the specific objectives of a particular fund but also an assessment of how the fund fits within the client’s broader business goals. We then help fund managers determine the best structure and terms to achieve those goals.

Read More
Real Estate Tax
Tax issues often arise when structuring real estate funds, joint ventures, REITs and transactions, particularly when doing so across borders. Our real estate clients turn to Goodwin’s tax experts to help them overcome the hurdles that these issues present. Our tax expertise is at the core of the firm’s real estate transactional practices with dedicated real estate tax experts who are recognized and differentiated by their global industry knowledge, creativity, clarity, and integration with client planning. Working seamlessly with other members of our transaction teams and knowing and understanding a client’s business, allows them to appropriately balance tax considerations and business objectives to achieve the best possible results.
Read More
REITs and Real Estate M+A
When businesses need counsel at the intersection of real estate and the public markets, they turn to Goodwin, a proven leader and innovator. From the dawn of the REIT market in the 1960s through the modern REIT era that began in the early 1990s, our lawyers are the industry vanguard – helping to draft the Real Estate Investment Trust Act of 1960, pioneering the creation of the first public UPREIT structure, and successfully representing issuers in the largest and most complex REIT IPOs to date. Goodwin has been consistently recognized as a leader serving the public REIT market, including in connection with alternative uses of the REIT vehicle, REIT conversions and innovative compensation structures like the modern LTIP partnership unit. As REITs have matured into a mainstream investment with expanded reach around the globe, the industry’s top players continue to rely on our expertise and dedication. And as REITs seek to take advantage of regulatory reforms that broaden their access to capital, such as new exemptions from registration or innovative equity securities, our lawyers are always first on the scene.
Read More

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