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Real Estate Tax Forum 2014 (16th Annual)


Speaker(s): Adam M. Handler, Andrea Macintosh Whiteway, Bahar A. Schippel, Blake D. Rubin, Dianne Umberger, Emma Preston, James B. Sowell, James M. Lowy, Jill E. Darrow, Lary S. Wolf, Leslie H. Loffman, Linda Z. Swartz, Michael Hirschfeld, Robert D. Schachat, Sanford C. Presant
Recorded on: Feb. 6, 2014
PLI Program #: 51188

Andrea Macintosh Whiteway is a principal in the National Tax Department of Ernst & Young LLP, based in Washington, D.C.  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, 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 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 currently serves on the Section of Taxation Nominating Committee. She also serves as 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.  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.  Andrea holds a Masters in Taxation from the Georgetown University Law Center, a Juris Doctor from the University of Maryland School of Law, and a bachelor’s degree from Cornell University.


Jill E. Darrow is Head of the New York Tax Planning Practice. She concentrates her practice in tax law, with a focus on partnership transactions, fi nancial services and real estate.

Ms. Darrow advises clients on all aspects of tax with a concentration in the areas of partnerships, joint ventures, limited liability companies, subchapter S corporations, regulated investment companies (mutual funds), hybrid companies, recording and publishing ventures, real estate investment trusts (REITs), public limited partnerships, publicly traded partnerships, real estate limited partnerships, partnership tender offers, partnership roll-ups, securities and commodities partnerships, hedge funds, passive activity loss issues, entity classifi cation issues and passive investment income issues.

Associations and Committees

Ms. Darrow is a member of the Real Estate and Partnership Committees of the Tax Section of the American Bar Association and a member of the New York State Bar Association’s Committee on Financial Instruments and the Committee on Partnerships, Tax Section. Ms. Darrow was recently listed in “Top 100 New York Super Lawyers” in New York Super Lawyers and has been listed in The Best Lawyers in America.

Lectures and Articles

Ms. Darrow is a lecturer and author on such topics as taxation of real estate transactions, partnership tax issues, hedge funds and securities.

Education and Bar Admissions

Ms. Darrow received her undergraduate degree (A.B., 1975) from Barnard College, Columbia University, 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. She is admitted to practice in New York.


Jim Lowy retired as a principal in the Joint Ventures and Partnership Tax Consulting Group of the National Tax Department of Ernst & Young LLP. He currently works as a part time consultant for Ernst & Young, and is an adjunct professor, teaching partnership taxation, at the UC Davis School of Law and the University of San Francisco School of Law (LL.M. program). Jim’s practice has involved advising businesses regarding the strategic use of partnerships in real estate opportunity funds, private equity funds, hedge funds, real estate ventures, operating joint ventures and miscellaneous business transactions. He also has advised real estate investment trusts and other significant real estate owners, including sovereign wealth funds and other foreign investors.

Jim is a former Chair of the Real Estate Committee and is a member of the Partnerships Committee of the ABA Tax Section. He is a frequent speaker and author on a variety of partnership and real estate topics. He is a fellow of the American College of Tax Counsel. Jim is the co-author of Real Estate Investment Trusts, a treatise currently available online as part of CCH’s Intelliconnect Real Estate Commentaries Series, and previously co-authored a regular column on REIT taxation in the Journal of Passthrough Entities.  Jim also authored or co-authored articles that appeared in the Journal of Taxation, Tax Notes, Journal of Partnership Taxation, Journal of Limited Liability Companies, Tax Management Real Estate Journal, the Proceedings of the NYU Tax Institute, and Major Tax Planning (USC Tax Institute Proceedings).

Prior to joining EY in 1997, Jim practiced law for 20 years as a partner in Sheppard, Mullin, Richter & Hampton LLP and Pettit & Martin. He received a B.S. from the Wharton School of the University of Pennsylvania and a joint J.D.-M.B.A. from UCLA.


Jim Sowell is a Principal at KPMG LLP and leads the Real Estate Practice in KPMG’s National Tax Office.  Jim’s practice is focused primarily on tax issues relating to partnerships, REITs, and debt workouts with respect to such entities.  Jim previously was an Associate Tax Legislative Counsel in the Office of Tax Policy at the U.S. Treasury Department where he was responsible for legislation and guidance relating to partnerships, REITs, and like-kind exchanges.  Jim is a former Chairman of the Real Estate Committee of the American Bar Association (Tax Section) and a former Vice Chairman of the Real Estate Roundtable’s Tax Policy Advisory Committee. Jim is a member and former President of the Board of Trustees for the Southern Federal Tax Institute and is an active participant on NAREIT’s Government Relations Committee. Jim has written numerous articles and speaks extensively on partnerships and REITs.

Jim has his undergraduate and law degrees (both with high honors) from the University of Florida and has an LL.M. in taxation from New York University, where he served as an editor on the Tax Law Review.


Linda Swartz, the Chair of Cadwalader's Tax Group, focuses her practice on structuring complex global mergers and acquisitions, spin-offs, joint ventures, and restructurings, and on foreign tax planning strategies. She also has considerable experience advising clients on financings, derivative transactions, and executive compensation issues.

Linda is recognized as one of the country’s leading tax lawyers by Best Lawyers, Chambers USA, Euromoney Publications, 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.

Most recently, Linda played a leading role on behalf of her clients in the following high-profile transactions, representing:

  • Procter & Gamble in the pending split-off and tax-free merger of 43 beauty brands with COTY in a Reverse Morris trust transaction; the pending tax-free exchange of its Duracell business for P&G shares held by Berkshire Hathaway; its 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 the J.M. Smucker Company;
  • Salix Pharmaceuticals in its $15.6 billion acquisition by Valeant Pharmaceuticals, and previously in its terminated combination with Cosmo Technologies, a subsidiary of Cosmo Pharmaceuticals, to form Salix Pharmaceuticals, plc;
  • Elan in its tax-free distribution of its stock of Prothena and the subsequent sale of Elan to Perrigo, representing the largest U.S.-to-Ireland inversion in 2013;
  • Pfizer in its acquisitions of Wyeth, Warner-Lambert and Pharmacia, and the respective sales of its Capsugel and consumer health businesses;
  • JPMorgan in Dell's acquisition by Michael Dell and Silver Lake Partners;
  • Quest Software Chairman and CEO Vincent Smith in the $2.4 billion sale of Quest Software to Dell;
  • U.S. Department of Treasury counsel to the Presidential Task Force on the Auto Industry, including advising on the bankruptcy filings of General Motors and Chrysler; and
  • LyondellBasell as lead debtor’s counsel in its chapter 11 case.

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 serves as Chair of the Corporate Tax Committee of Executive Committee, New York State bar Association Tax Section and is the former Chair of the Tax-Free Reorganizations, Bankruptcy, Consolidated Returns, Real Property, and Tax Accounting and Basis Committees, New York State Bar Association Tax Section.

Linda 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 gives taxation advice and represents clients in planning to minimize tax burdens in corporate, international, partnership, real estate, workouts, and leasing matters. Mr. Hirschfeld is the immediate past Chair of the American Bar Association Section of Taxation, the nation’s largest organization of tax lawyers.

He is recognized as a leading tax lawyer both nationally and internationally in publications including the Best Lawyers in America, Who’s Who in America, The International Who’s Who of Business LawyersThe International Who’s Who of Corporate Tax Lawyers and New York Super Lawyers.

Mr. Hirschfeld is a frequent lecturer on international, real estate and other tax related topics at virtually every major tax seminar in the United States, including on FATCA at many recent tax conferences. He has written more than 50 articles for The Journal of Taxation, The Journal of International Taxation, Taxes Magazine, Tax Times, Taxation for Accountants, The Real Estate Tax Digest, and The Canadian Tax Journal. He is also a frequent lecturer for, among others, the American Bar Association, the American Law Institute, the Association of the Bar of the City of New York, NYU, Practising Law Institute and the International Fiscal Association.

Education

The City College of New York, B.E.E., 1972, summa cum laude

University of Pennsylvania Law School, J.D., 1975, cum laude, an editor of the Law Review

New York University School of Law, LL.M., 1980, taxation

Bar Admissions/Qualifications

New York

Memberships and Professional Activities

Mr. Hirschfeld is the immediate past Chair of the American Bar Association Section of Taxation. Michael has previously served as the Tax Section’s Vice Chair Committee Operations, Council Director for their International Committees, chair of their Government Submissions and Real Estate Committees and chair of their 9/11 Task Force. In addition, he is Vice Chair of the Special Investors Group of the American Bar Association's Real Property Section and a former chair of their Taxation Committee. Mr. Hirschfeld is a former member of the executive committee of the New York State Bar Association Tax Section and among his activities for that group, he co-chaired their committees on U.S. Activities of Foreign Taxpayers and Real Estate Tax Matters. Michael is also a member of the Board of Directors of the American Tax Policy Institute.

Michael is also a member of the Wolters Kluwer Legal Tax Advisory Board and a member of the Board of Trustees of the American Tax Policy Institute, the American College of Tax Counsel, and the Committee on Business Entities of the Association of the Bar of the City of New York. He is on the board of editors for Business Entities, The Journal of Taxation and Investments, Mergers and Acquisitions (The Monthly Tax Journal), and The Journal of International Taxation.


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

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

Books

  • 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

Articles

  • 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.)

Miscellaneous

  • Regular Guest Commentator, The Nightly Business Report, PBS

Education

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


Based in Washington, D.C., Blake practices in the area of federal taxation, with particular emphasis on matters relating to partnership and real estate taxation.  His practice includes planning, policy and controversy matters.  He has extensive experience structuring large partnership and real estate transactions.

Blake is listed in The Best Lawyers in America and in Super Lawyers in both the tax and real estate categories.  Chambers USA described him as “a masterful attorney whose expertise in partnerships and real estate is unparalleled;” “phenomenal for partnership tax issues;” “one of the best at tax structuring;” and “an absolutely sterling individual.”  Legal 500 “highly recommends” him as an “industry leader” for both partnership and real estate matters; PLC Which Lawyer? recommends him as “highly regarded;” and Washingtonian Magazine named him as one of the top lawyers in Washington, D.C.  He is also listed in Who’s Who in America and in Who’s Who in American Law.  He has been rated AV Preeminent by Martindale-Hubbell every year since 1997.  He is the author of more than 180 professional articles, is a frequent lecturer on tax topics at conferences across the country, and has testified at the invitation of the U.S. House of Representatives Committee on Ways and Means as an expert on tax issues.

Blake has been active in both the District of Columbia Bar and the American Bar Association.  He served as Chair of the 1,600 member District of Columbia Bar Section of Taxation, and twice served as Chair of its Passthroughs and Real Estate Committee.  He served as Chair of the American Bar Association Section of Taxation Real Estate Committee. He serves as Partnership and Real Estate Chair for New York University’s Annual Institute on Federal Taxation.

He also serves as Chair of the annual conference on Creative Tax Planning for Real Estate Transactions sponsored by the American Law Institute; Chair of the annual Real Estate Tax Forum sponsored by Practicing Law Institute; and Chair of the annual Federal Real Estate and Partnerships Tax Conference sponsored by New York University.  He is General Counsel to the Real Estate Tax Institute, and is past Chair of the Advisory Council of New York University’s Institute on Federal Taxation and of the National Institute on Real Estate Taxation.  He served as Vice Chair of the Tax Policy Advisory Committee of the Real Estate Roundtable, and is a member of the National Association of Real Estate Investment Trusts.  He is a member of the Advisory Board of the Journal of Real Estate Taxation, the Journal of Passthrough Entities, the Tax Management Real Estate Journal, the Washington Tax Review, and the Journal of Taxation of Investments.

Prior to joining EY in 2016, Blake was Global Vice-Chair of the U.S. & International Tax Group at McDermott Will & Emery and also Head of its Washington Tax Practice.  Prior to that, Blake was Chair of the Tax Practice at Arnold & Porter.  From 1984 through 1987, Blake served with the Office of Tax Legislative Counsel, U.S. Department of Treasury.  He was deeply involved in the development of the Tax Reform Act of 1986 provisions and administrative guidance affecting partnerships and real estate.  Before joining the Treasury Department, Blake practiced in Philadelphia and was an Adjunct Professor in Villanova University’s Master of Laws in Taxation program, where he taught courses on tax planning for real estate transactions.

Blake is a member of the Order of the Coif, Beta Alpha Psi and Beta Gamma Sigma honor fraternities, and is a Fellow of the American College of Tax Counsel. He is also the founder and past president of the Washington, D.C. Center for Public Interest Tax Law, a not-for-profit corporation that provides pro bono representation to low income taxpayers before the U.S. Tax Court.

Education

University of Pennsylvania, J.D. cum laude, 1980, Order of the Coif

Wharton School of the University of Pennsylvania, M.B.A. with distinction, 1980, Beta Alpha Psi, Beta Gamma Sigma

Haverford College, B.A., 1976


Emma is a Tax Partner within the Alternative Investments practice of KPMG LLP.  She focuses on structuring cross border investment into the US by private equity, real estate and infrastructure investment funds and direct investors.

Professional and Industry Experience

Emma is experienced in partnership and corporate U.S. taxation as well as a wide range of cross border tax issues for non-US investors in to the U.S. She specializes in reviewing proposed and existing fund and portfolio company structures and advising upon strategies to improve tax efficiencies for foreign investors, including reviewing debt/equity combinations, utilizing US income tax treaties, managing the impact of FIRPTA, structuring conversions  into private REITs, and mitigating non-resident withholding tax on repatriation.  Emma also works extensively with non-U.S. sovereign wealth and pension funds in U.S. tax planning and structuring.

Emma regularly leads buy-side and vendor tax due diligence engagements for private equity, infrastructure and real estate assets, as well assisting buyers in reviewing and/or preparing financial models.  She also works with private equity and real estate funds to develop internal risk management protocols around tax strategy and compliance. 

Other Activities

Emma is a frequent speaker on inbound international tax issues in forums such as the Tax Policy Advisory Committee of the Real Estate Roundtable, the Practicing Law Institute’s Real Estate Tax Seminars, the ABA Real Estate Section and the DC Bar - Tax Section

Emma teaches KPMG’s partner level training on REIT issues for foreign investors, FIRPTA, and inbound US structuring for foreign sovereign wealth and pension funds.  

Function and Specialization
Emma is a Partner at KPMG LLP, Dallas, focusing on international taxation, mergers and acquisitions. 

Professional Associations
Certified Public Accountant (NY and TX)
New Zealand Law Society
New Zealand Institute of Chartered Accountants

Languages
English


Adam Handler is a principal with PricewaterhouseCoopers’ National Tax Services and is located in the Los Angeles office.  He is a member of the National Tax Services' Transactions Group where he is Real Estate and REIT Tax Technical Leader.

Adam Handler specializes in structuring complex business transactions, including partnerships and joint ventures, REITs, mergers and acquisitions, in-bound and out-bound investments and like-kind exchanges.  While he specializes structuring transactions involving real estate and real estate companies, during his over 30 year career he has advised on a wide variety of transactions in different industries.

Prior to joining PwC, Adam was an Attorney-Advisor with the U.S. Treasury Department’s Office of Tax Policy.  He is a past chair of the American Bar Association Tax Section’s Committee on Sales, Exchanges & Basis (and former vice-chair of the Committee and chair of its Subcommittee on Like-Kind Exchanges), a member of the Government Relations Committee of the National Association of Real Estate Investment Trusts and is a frequent speaker and writer on like-kind exchanges, partnerships and joint ventures, REITs and other tax topics.


Bahar Schippel is a Partner with the law firm of Snell & Wilmer L.L.P. in Phoenix, Arizona.  Bahar is a Certified Specialist in Tax Law, specializing 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. She has served on the Council of the ABA Tax Section and is a Past Chair of the ABA Tax Section Partnership Committee.  Bahar is currently a member of the ABA's National Conference of Lawyers and CPAs.  She is also the Past Chair of the Tax Section of the State Bar of Arizona and is currently the Chair of the Arizona Tax Advisory Commission, which oversees the tax specialization program in Arizona.  Bahar is also a Fellow of the American College of Tax Counsel, a member of the Bloomberg BNA Real Estate Advisory Board, and a member of the Wolters Kluwer Legal Tax Advisory Board, which includes the nation's leading authorities on tax law. She 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, was a Teaching Assistant to the Honorable David Laro at Georgetown University Law Center, and an Associate at Combs, Mack and Lind.  She received her B.S. in 1992 from Arizona State University; her J.D. in 1996 from Arizona State University, where she was a four-time Pedrick Scholar and a member of the Order of the Coif; and her LL.M. in 1998 from the University of San Diego.


Dianne Umberger is the National Tax Department’s REIT Leader for Ernst & Young (“E&Y”) and is a principal in the Real Estate Group in Washington, D.C.  For the past several years, Dianne has specialized in advising real estate investment trusts (“REITs”) clients for the firm.  She has been involved in numerous REIT conversions and restructuring transactions for emerging REITs including Cyrus One, Inc., Ryman Hospitality, CBS Outdoor, Corrections Corporation of America, and Crown Castle.  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 and developed many positions affecting the REIT industry.  Dianne represents numerous publicly traded and private REITs before the Service and has obtained many important rulings for E&Y’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 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.


Lary S. Wolf, for more than 35 years, has worked with U. S. and foreign clients to design tax-sensitive structures for the ownership, operation and disposition of real property. He has been active in all areas of real estate and partnership taxation, including the formation of REITs and the transfer of properties to REITs and umbrella partnerships. He has designed structures for domestic and international real estate funds that address the issues of foreign and exempt investors. He is co-author of the book Federal Taxation of Real Estate, A Guide for Advisors and Investors. He has worked closely with New York State and City tax officials to devise solutions to industry problems involving real estate transaction taxes and was instrumental in developing the New York State and City tax legislation that made it feasible to use the REIT structure for New York properties. His experience with New York transaction taxes gives him a unique perspective in designing loan workouts on troubled properties. In addition to restructuring debt utilizing securitized financing and offshore sources, he has been involved in all aspects of complex bankruptcy reorganizations, including planning for federal, State and City taxes. He has worked with corporate debtors to preserve tax attributes, such as net operating loss carryovers. He also assists clients in federal, New York State and City tax controversies. He has represented both private and publicly held companies with federal tax audits, appellate reviews and U.S. Tax Court litigation on complex issues involving valuation, inventories, capital/expense determination and net operating loss utilization. A member of the Advisory Boards of Tax Management and the NYU Real Estate Institute, he is also a member of the Board of Governors and Chairman of the Tax Policy Committee of the Real Estate Board of New York.

He received his B.A . and J.D. from Rutgers University, where  he was an editor of the Law Review.


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.


Bob leads the Real Estate Group in the National Tax Department of Ernst & Young LLP in Washington, D.C.  He consults 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 also advises clients on a regular basis in monitoring federal legislative and regulatory activity in the real estate area.

Bob joined Ernst & Young LLP in 1996.  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 Chair of the Real Estate Committee and is a member of the Committee on Government Relations of the Section of Taxation of the American Bar Association.  Bob 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.  He is co-author with Jim Lowy of the CCH treatise, Taxation of REITs and UPREITs.  Bob has served as Vice Chair of the Tax Policy Advisory Committee of the Real Estate Roundtable and is a past co-chair of the Cost Recovery Committee and member of the Executive Committee of the Tax Section of the New York State Bar Association.

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.