Kelsey E. Lemaster

Kelsey Lemaster

Kelsey Lemaster
San Francisco
+1 415 733 6086

Kelsey Lemaster is a partner in Goodwin’s Tax practice. His practice includes mergers and acquisitions, opportunity funds, transactions and tax planning matters for blockchain companies, real estate and venture capital 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. 


Kelsey’s recent transactional experience includes representing:

Representative Matters

  • Fundrise Opportunity Fund
  • Urban Catalyst Opportunity Fund
  • Numerous other clients developing single-asset and multi-asset opportunity funds

  • Qualtrics International Inc. in its acquisition by SAP for $8 billion
  • DCT Industrial Trust in its acquisition by Prologis, Inc. for $8.5 billion in stock
  • Luxer One in its acquisition by ASSA ABLOY
  • CaseStack Inc. in its acquisition by Hub Group
  • MunichRe/HSB in connection with its acquisition of Relayr
  • Smyte in its acquisition by Twitter
  • Semantic Machines and MileIQ in connection with their acquisitions by Microsoft Corporation
  • Circle Internet Financial in its acquisition of Poloniex
  • Geometric Intelligence in its acquisition by Uber
  • in its acquisition by LinkedIn for $1.5 billion in a mix of cash and stock consideration
  • Fitbit, GoDaddy and Twilio in various buy-side acquisitions

  • Norwest Venture Partners in acquisitions of controlling and 100% ownership stakes in a number of businesses organized as pass-through entities
  • Numerous clients organized as LLCs in designing and implementing profits interest structures, allocations and distributions and M&A transactions

  • Chinese and other non-U.S. investors in structuring inbound investments into U.S. real estate assets, including residential, office and hotel assets
  • 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

  • M&A and financing structuring work for private equity clients, including JMI Equity, Thoma Bravo, Norwest Venture Partners



Master of Laws2008

Boston University School of Law


Georgetown University Law Center

(cum laude)


Boston University

(magna cum laude)



  • Massachusetts
  • California

Recognition & Awards

Kelsey has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and is recommended by The Legal 500 United States. While attending law school, Mr. Lemaster was the Editor-in-Chief of The Tax Lawyer.