Opportunity Zone Magazine is pleased to announce the Top 25 Opportunity Zone Attorneys. The distinguished winners include corporate and real estate attorneys.
Daniel Z. Altman
Sidley Austin LLP
Dr. Daniel Z. Altman is a partner in the tax group of Sidley Austin LLP. He has significant experience with Opportunity Zones, providing structural and transactional advice to his many clients, which include investment banks, fund managers, family offices and property owners. Altman has helped establish multiple single-asset and multi-assets funds for his various clients. He received his doctoral degree from Harvard Law School and has published two books. Altman is a member of the advisory board for the Opportunity Zones section of the Novogradac Journal of Tax Credits. He is also a member of the Executive Committee of the Tax Section of the New York State Bar Association and the U.S. International Advisory Board of Bloomberg BNA.
What new trends are you seeing in the Opportunity Zone industry?
Ever since the new regulations came out, I’ve been seeing more multiple-assets blind-pool funds. Investors have also started feeling more comfortable with the program and the merits of the program to certain low-income tracts are becoming apparent. I’ve also seen more deals twinning Opportunity Zone benefits with other federal tax benefits, such as new markets tax credits and low-income housing tax credits.
David Angerbauer
Dentons Durham Jones Pinegar P.C.
David G. Angerbauer is a corporate and securities partner at Dentons Durham Jones Pinegar P.C. in Salt Lake City, Utah. He previously served as the general counsel and chief administrative officer of a multinational NYSE-listed company. Angerbauer specializes in Opportunity Zones, mergers and acquisitions, private funds and securities offerings. He has formed and advised numerous Qualified Opportunity Funds and has published and presented at various conferences regarding OZs. Angerbauer has been recognized in U.S. News & World Report Best Lawyers® and Chambers USA for Corporate Law and Mergers & Acquisitions.
What new trends are you seeing in the Opportunity Zone industry?
Given the recent trend of significantly increasing real property values, many multifamily housing and industrial real estate developers with OZ projects, particularly in the Western United States, are receiving unsolicited offers from third-party buyers to purchase some or all of their OZ properties and partially completed projects at extremely favorable valuations. These offers compel OZ sponsors to consider the implications of selling all or a portion of their properties for a guaranteed economic “homerun” now versus staying focused on the long-term strategy and interests of investors who desire the anticipated OZ tax benefits associated with holding their investments for at least 10 years.
Bradford Cohen
Jeffer Mangels Butler & Mitchell LLP
Brad Cohen is a partner in JMBM's Taxation, Trusts & Estates Group, with a practice emphasizing business planning related to complex corporate and partnership transactions. Cohen advises real estate industry clients in sales, acquisitions, deferred exchanges, and financing, including structuring of Qualified Opportunity Zone funds. He is well-known for his business and tax advice related to the music, motion picture, television, emerging media technology, and sports industries. He has incorporated his personal commitment to philanthropy into a key element of his legal practice, providing multi-faceted counsel to clients regarding their involvement in charitable endeavors.
What new trends are you seeing in the Opportunity Zone industry?
It has become more challenging to find desirable Opportunity Zone tracts around the major metropolitan areas. Many qualifying properties have been taken, or are selling at premiums. Although we continue to represent mostly real estate investors and developers actively seeking QOZ investments, we are seeing more creative entrepreneurs explore the use of tracts to develop businesses. These include entrepreneurs in the e-commerce, cryptocurrency and art industries. The QOZ tax benefits continue to present a great opportunity for real estate entrepreneurs to attract capital by offering investors potentially unparalleled after-tax returns on successful investments held for 10 or more years.
Joseph B. Darby III
Joseph Darby Law PC
Joseph B. “Jay” Darby III is a tax attorney and founder of the Boston-based Joseph Darby Law PC, a firm that concentrates on helping people with tax matters, from the common to the most complex. Darby was one of the early proponents of Opportunity Zones, and has been at the leading edge of the legislation since first enacted. The attorney and tax advisor for more than 100 successful QOFs to date, Darby has been recognized for 13 straight years as one of the best tax lawyers in the U.S. by Best Lawyers®. He is also Adjunct Professor at Boston University Law School, where he teaches the only full semester law-school course in the U.S. that concentrates solely on Opportunity Zones.
What new trends are you seeing in the Opportunity Zone industry?
The OZ industry has matured and QOF investment transactions are becoming easier to structure and implement -- although never easy, given the complexity of the law and the sophisticated technical requirements of the regulations. The most striking change is that far more transactions are now moving to the implementation phase -- money is being spent, real estate constructed, businesses launched. I have played a central role since 2018 in designing, structuring and implementing successful OZ transactions and look forward to helping businesses and taxpayers create new OZ projects and enjoy the remarkable OZ tax incentives again in 2022.
Andrew Doup
Kegler Brown Hill & Ritter
Andrew Doup is counsel to founders of start-up and real estate ventures in Opportunity Zones, including commercial, hotel, office, student housing, multifamily, senior living, and mixed-use asset classes, as well as venture investments in operating companies. Doup focuses his practice on private investment finance, where he advises clients on common, preferred, and incentive equity instruments. He has extensive experience with both federal and state securities regulation involving exemptions for the offer and sale of securities, advising on capital-raising strategies for Qualified Opportunity Funds and Qualified Opportunity Zone Businesses, private placement memoranda, subscription agreements, and SEC and state "blue sky" filings.
What new trends are you seeing in the Opportunity Zone industry?
I am seeing a preference for high-net-worth taxpayers forming and operating their own self-directed QOF for investment into a portfolio of QOZBs as a family estate planning vehicle. This approach makes sense: it gives taxpayer-investors more flexibility to exit a QOZB investment when the timing is right rather than being locked up for a minimum ten-year period, and it enables QOZB managers to focus on profitability of the business plan rather than fund management. Well-advised QOZB founders will give prospective investors the choice to participate through a self-directed QOF or a founder-managed, fee-free QOF.
Ronald Fieldstone
Saul Ewing Arnstein & Lehr LLP
Ronald R. Fieldstone is a partner at Saul Ewing Arnstein & Lehr, a U.S.-based law firm with 16 offices and approximately 400 attorneys providing a broad range of legal services. He is chair of Opportunity Zones and Qualified Opportunity Funds practice, which consists of 40 attorneys working together handling tax, real estate, corporate and securities issues on real estate and business projects in designated Opportunity Zone areas throughout the United States. Fieldstone focuses particularly on assisting clients with matters involving taxes and securities. His work includes offering guidance on tax implications of investing in Opportunity Zones and preparing fund documents for compliance with securities law rules and regulations.
What new trends are you seeing in the Opportunity Zone industry?
I see a tremendous demand for product since many potential investors have realized substantial capital gains for the sale of real estate, their businesses and from investing in the stock market. Sponsors are at the same time having difficulty finding real estate development opportunities that can generate traditional rate of returns for equity investors. These investors do not want to settle for single-digit returns just because a project offers OZ benefits. Many of them are forming their own OZ Funds to buy time in order to locate the right strategic investment. Offerings need to accommodate both investors with their own OZ Fund, as well as those that need to invest in an OZ Fund.
Phil Jelsma
CGS3
Phil Jelsma is partner and chair of the tax practice team at Crosbie Gliner Schiffman Southard & Swanson LLP (CGS3), a California-based commercial real estate law firm. With over 30 years of experience in structuring sophisticated real estate and business transactions, Jelsma is widely recognized as a leading joint venture and tax attorney in California. His practice focuses on limited liability company and partnership business and tax planning, and he regularly advises on entity formation, with an emphasis on real estate and nonprofit corporations. He often structures Opportunity Zone transactions and tax-free exchanges under Code Section 1031. Since 1989, Jelsma has been an adjunct professor at the University of San Diego School of Law, where he specializes in tax law.
What new trends are you seeing in the Opportunity Zone industry?
First, there was a rush of taxpayers looking to fund Qualified Opportunity Zone Funds before December 31, 2021, to take advantage of the 10% reduction in capital gains if held five years. Second, I think we've seen an increase in investments in properties outside California, reflecting the overheated market here the ability to locate strategic Opportunity Zone real estate investments in the Midwest and South. Third, more taxpayers are interested in making businesses rather than real estate investments than ever before, reflecting the fact that Congress is thinking about eliminating some of the benefits associated with Qualified Small Business Stock under Section 1202. If the capital gains exclusion is reduced to 50%, I would expect more interest in Qualified Opportunity Zone Businesses.
James O. Lang
Greenberg Traurig
James Lang’s practice is focused on tax incentive programs, Qualified Opportunity Zone and Qualified Opportunity Fund financing, tax credits, and state and federal incentive programs. He is closing $9.5+ billion of QOF and ancillary QOZ deployment of funds and has closed or is structuring several billion dollars in tax credit transactions. Lang represents funds, investors, lenders, community development entities, and for-profit and not-for-profit project sponsors in complex transactions where capital stacks require enhancement through incentive financing, including QOZs, state and federal new markets, affordable housing and low-income housing, historic rehabilitation, and renewable energy tax credits.
What new trends are you seeing in the Opportunity Zone industry?
Eligible gains from the potential 10% step-up in basis for investments made before 12/31/21 and possible capital gains rate tax legislation are seizing investors’ focus. While the step-up in basis is important, the post 10-year incentive associated with investment into projects or companies with high appreciation on a post 10-year horizon is critical. Quality projects, especially those with meaningful social and community impacts are attractive. QOF investment continues to distinguish project sponsors and QOZBs opportunities with investors. Coordinating Working Capital Safe Harbor plans and structuring to meet QOZB requirements are predominant for businesses and sponsors. All market participants are laser-focused on potential legislation and further issue-specific guidance.
Kevin Matz
Schiff Hardin LLP
Kevin Matz, Esq., CPA, LL.M. (taxation) is a Private Clients, Trusts and Estates partner in the New York City office of Schiff Hardin LLP. As a trusted adviser to clients with significant wealth, Matz focuses on domestic and international estate and tax planning, estate administration, and related litigation. He frequently advises investors and sponsors of QOZ Funds, and synthesizes estate, tax and QOZ planning within his legal advice. A recognized national leader in the field, in 2019, Matz testified on behalf of the American College of Trust and Estate Counsel (ACTEC) before the U.S. Department of Treasury, concerning the proposed QOZ regulations. He has also presented on QOZ Funds and their estate planning considerations at several national conferences.
What new trends are you seeing in the Opportunity Zone industry?
I’m seeing an increased focus on estate and succession planning that incorporates interests in QOZ Funds as an important piece of the overall strategy. When one engages in estate planning with QOZ Fund interests, special tax rules can apply both in the context of lifetime gifts and with respect to transfers at death. Investors need to be carefully advised to avoid stepping into a tax minefield. As one example, an outright gift of a QOZ Fund interest—including to one’s spouse—is a triggering event of the adjusted deferred gain amount, while a somewhat similar transaction that is instead structured using an irrevocable grantor trust as the recipient of the gift can potentially avoid all such pitfalls.
Korb Maxwell
Polsinelli
Real estate and economic development projects are the focus of Korb Maxwell’s practice. His areas of concentration are on large-scale projects that utilize complex federal, state, and municipal development incentives, as well as all aspects of real estate transactions. This background of placing incentivized dollars in the real estate and corporate capital stack led Maxwell to form the firm’s Opportunity Zones practice group. The Polsinelli Opportunity Zones practice group was one of the first created, and through his leadership, Maxwell has created a multidisciplinary team that is helping clients navigate the evolving regulations.
What new trends are you seeing in the Opportunity Zone industry?
Polsinelli continues to be active in Opportunity Zone-based real estate deals daily. Opportunity Zone operating company deals’ speed and pace are increasing throughout the market and with sophisticated Opportunity Zone investors. These deals are inherently the most complex but are at the core of law and increasing employment in these distressed census tracts. The intersection of Opportunity Zone and impact investing also seems to be picking up speed and intensity, and it is a trend we hope to continue to nurture as a firm.
Jessica Millett
Duval & Stachenfeld
Jessica Millett is chair of Duval & Stachenfeld’s Tax Practice Group. She has particular expertise in U.S. tax issues that arise in complex real estate transactions, notably Qualified Opportunity Fund structures and cross-border investments. She regularly advises clients on tax structuring and documentation for Qualified Opportunity Fund investments, real estate acquisitions, joint ventures, restructurings and refinancing arrangements, including inbound and outbound investments, and structures involving REITs. She has been at the forefront of structuring investments into Opportunity Zones along with the D&S real estate team. Millett has been quoted in various major publications and made numerous presentations to industry groups.
What new trends are you seeing in the Opportunity Zone industry?
The Opportunity Zone program has grown up a lot over the past three years, and it is amazing to see how the program has evolved. I am seeing increased creativity in projects and deal structure, and more investors and sponsors exploring how to utilize the Opportunity Zone platform for operating businesses, either as a standalone investment or in tandem with a real estate development. We are beginning to see the tangible results of early investments, and I hope that will encourage additional participation in the program!
Brad Molotsky
Duane Morris
Brad A. Molotsky is a transactional real estate lawyer. He serves as co-head of the firm's Opportunity Zones practice group and as team lead for the Duane Morris Project Development/Public-Private Partnership industry group. Molotsky’s primary practice is focused in the areas of Opportunity Zone fund creation and fund deployment, financing, public private partnerships, real estate joint ventures (including mixed-use and multifamily development), commercial leasing (including a focus in cannabis leasing), and acquisitions and divestitures. He also has deep experience in environmental, social, governance, public company issues such as enterprise risk, internal audit, compensation, as well as energy efficiency, sustainability and corporate social responsibility.
Matthew Peurach
Morris, Manning & Martin
Matthew Peurach is the founder and chair of Morris, Manning & Martin’s Opportunity Zones Practice and is a partner in the firm’s Private Equity, Alternative Investment Funds, and Tax practices. He focuses on structuring commercial real estate transactions, negotiating and drafting partnership agreements and LLC agreements documenting equity investments in real estate, as well as structuring private equity funds and other joint venture-related entities predominately focused on real estate investments. He regularly advises clients on tax issues associated with real estate transactions with a specialization in Qualified Opportunity Zone investments, 1031 like-kind exchanges and other tax deferral and mitigation strategies.
What new trends are you seeing in the Opportunity Zone industry?
Now that the legislative landscape has settled, we are beginning to see a significant uptick in QOZ investment activity in operating companies as opposed to just real estate development projects. Oftentimes, these operating company investments are being structured in tandem with a real estate development project. We are optimistic that Congress will take action to extend some of the tax benefits that have already expired, in order to continue to encourage the significant investments that have been made in distressed communities throughout the country.
Kostas Poulakidas
Taft Stettinius & Hollister LLP
Kostas Poulakidas is partner and co-chair of Taft’s Public Finance and Economic Development practice. He specializes in project finance, real estate private equity, public-private partnerships, and economic development. His clients include real estate development firms, private equity funds, private investors and government entities. Poulakidas has served as a counsel to private equity funds, private investors, real estate developers and as bond and underwriter’s counsel in a variety of bond and project financings. He advises clients on various project financing structures including advice on strategies for combining economic development incentives, tax benefits related to Opportunity Zones and forming Qualified Opportunity Funds for private equity investment.
What new trends are you seeing in the Opportunity Zone industry?
Real estate continues to be the primary benefactor of Opportunity Zone investment, but with the latest regulatory guidance, we are now seeing more interest in investing in businesses that are located in Opportunity Zones. Also, investors are more educated with how Opportunity Zones work and the related tax and investment benefits. They are asking more sophisticated questions related to OZ Funds and OZ businesses and their structures which are requiring developers, businesses and fund managers to carefully think through their project and business structure.
Coni Rathbone
Dunn Carney
Coni Rathbone is a remarkable negotiator and deal-maker. Bringing together seven years of management and financing experience with 33 years in the practice of law, she uses her negotiation skills to accomplish her clients’ goals with a minimum of conflict. She focuses her deal-making skills in the areas of real estate, Opportunity Zones, tenant-in-common workouts, corporate and securities law, mergers and acquisitions, and general business transactions. Rathbone assembled a team of Dunn Carney attorneys and outside advisors to counsel clients on Opportunity Zone investments. She is a prominent presenter and writer on Opportunity Zones, negotiations and other real estate and business topics to broker groups, developers, investment advisors, and others.
What new trends are you seeing in the Opportunity Zone industry?
The non-inclusion of the capital gains tax increase in the Build Back Better agenda gave the program a big boost. With the 10% step-up in basis evaporating, large QOF sponsors will be approached by small QOFs seeking to become side-car investments into their QOZB properties. I strongly advocate for a substantial structural change to the legislation to make the program perpetual. I believe the biggest wild card is inflation and the impact it has on an investor’s decision to liquidate their capital assets and invest in a QOF. Will holders of real property investments stay in and ride the inflation train to increased values, or liquidate now and potentially purchase an asset with an inflated price? My crystal ball says likely the former.
Gerald J. Reihsen, III
Reihsen & Associates
Gerry Reihsen, principal attorney of Reihsen & Associates and Of Counsel to Ferguson Braswell Fraser Kubasta PC, a securities attorney and entrepreneur of some four decades, has been actively focused on the Opportunity Zone investment space since its start at the beginning of 2018. Early on, he participated in the Opportunity Zone rulemaking process with comment letters and other input to the IRS. His work, including with his related consulting firm, Coasis Coalition Companies PB LLC, includes enabling capital sourcing, strategy development and formation of captive and family office investment vehicles, joint ventures and investment funds, for everything from real estate, solar and operating company ventures.
What new trends are you seeing in the Opportunity Zone industry?
We are seeing the Opportunity Zone investment space as constantly evolving and innovating both as to its micro uses and ventures pursued, and the macro evolution of the industry. This includes: captive investment vehicles enabling individuals, family offices for investment in real estate and other assets and venture companies, resulting in a highly flexible Roth IRA-type enterprise; use of C corporation consolidated companies as QOZBs within larger enterprises; innovations in both widely offered (even exchange-listed) and limited offered investment funds; greater adaptation and use by governmental bodies; industry evolution, including roll-ups into larger QOFs/QOZBs through untaxed mergers. We expect continued innovation in the space limited only by the imagination of experienced and skilled businesspersons and professionals.
Michael Sanders
Blank Rome
Michael Sanders is the lead partner of the firm’s Washington, D.C., office tax group. He focuses his practice in the area of taxation, offering knowledge in matters affecting partnerships, limited liability companies, S-corporations, real estate, tax controversy, Opportunity Zone funds, and estate planning. He also has a large practice in exempt organizations involving healthcare and low-income housing, associations and joint ventures between for-profits and nonprofits, as well as structuring New Markets Tax Credit, Historic Tax Credit transactions, and Opportunity Zone Funds. Sanders is an adjunct professor of tax in the graduate program at Georgetown Law Center and George Washington law school. He also advises funds, investors, and real estate companies on the OZ program requirements and provides up-to-date guidance.
What new trends are you seeing in the Opportunity Zone industry?
In view of anticipated legislation and the resulting impact of tax laws on OZ investments, including the anticipated increase in capital gain rates, we anticipate a significant growth of investments in OZ funds. The higher the rates, the more valuable OZs are. Since gain realization is coming in 2026, tax planning needs to be considered to mitigate its impact, but the real benefit is exclusion after 10 years. Both Congress and practitioners are seeking to improve the program, especially in view of COVID-19 delays in the public improvement process. But at least $29 billion has been invested in OZs per GAO. Expect to see changes in census tract designations and taxpayer compliance. Shovel-ready properties are preferred.
Marc L. Schultz
Snell & Wilmer
Marc Schultz's practice is concentrated in federal, local and state taxation matters. Schultz chairs Snell & Wilmer’s Tax Credit Finance Group and Renewable Energy Group, and founded and co-chairs the firm’s Opportunity Zones and Funds Industry Group. He is a regular speaker and panelist on the subject of tax credit finance and the Opportunity Zone incentive, has written numerous articles and been quoted in various publications with respect to these subject areas. Schultz is currently representing investors, fund sponsors, and developers with respect to the Opportunity Zone program. He was involved in the advising and drafting of a number of comment letters submitted to the U.S. Department of the Treasury and the IRS regarding the Opportunity Zone proposed regulations.
What new trends are you seeing in the Opportunity Zone industry?
A major trend that we have been seeing with the Opportunity Zone incentive is the entering of joint ventures among two or more Qualified Opportunity Funds for the development of real estate. These transactions involve the negotiation of a joint venture agreement and provide Qualified Opportunity Funds with the flexibility to invest in multiple projects and achieve diversification. Another major trend is for a project sponsor to negotiate with its investors the ability to elect to crystalize the sponsor’s promoted interest. This allows the sponsor to participate pari passu with its investors and obtain some liquidity prior to the end of the ten-year holding period.
Brett Siglin
Jennings, Strouss & Salmon, PLC
Brett Siglin focuses his practice on a broad range of business law matters involving joint venture structuring, private placement offerings, bond financing, syndication of equity, contract negotiation, securities regulation and compliance, and real estate acquisition and development. He primarily represents developers, managers, operators, investors, fund sponsors, and other businesses. Siglin is adept at structuring tax-advantaged real estate transactions, including deals utilizing federal and state tax credits, the Opportunity Zone incentive, and tax-exempt bond financing. For four years before entering private practice, he served as an attorney-advisor for the U.S. Department of Housing and Urban Development in Washington, D.C.
What new trends are you seeing in the Opportunity Zone industry?
More investors are taking advantage of the benefits derived from the Opportunity Zone incentive. Yet, there are still potentially hundreds of billions of untapped equity derived from capital gains that will be eligible to invest in Qualified Opportunity Funds in the coming years. Potential investors need to know that even if they didn’t commit by the end of 2021, they could still reap the valuable exclusion benefits on the built-in appreciation of their investments so long as they invest in a fund prior to December 31, 2026, and stay invested for ten years.
Timothy Wachter
Knox McLaughlin Gornall & Sennett, P.C.
As a member of the Governmental, Public Finance, and Business groups, and as lead for Knox Law Public Strategies, Timothy Wachter advises clients on complex legal, regulatory, and Opportunity Zone matters. He led the nationally recognized effort in Erie to coordinate stakeholders on the potential of OZ and the development of the Flagship OZ, and was the lead developer for the Flagship Opportunity Zone Development Company. Wachter was invited by the White House Office of Public Liaison to participate in their first OZ Conference and has been engaged to provide OZ development advice throughout Pennsylvania by the PA Senate Republican Caucus.
What new trends are you seeing in the Opportunity Zone industry?
Many of the OZ investments have been in projects that would have happened anyway. Now, investors are looking at impact investments. I am seeing more OZ investors looking for investment opportunities that are not only economically viable, but also socially impactful. The communities that will see the most impactful investments are those that have been able to provide nontraditional project owners with access to professional support to help them bring their projects to the point of being not only shovel ready, but also investor ready.
Olivia Byrne
K&L Gates LLP
Adam M. Cohen
Holland & Hart
Andrew Comiter
Comiter, Singer, Baseman & Braun
John Napoli
Seyfarth Shaw LLP
Nikole Zoumberakis
Buchalter
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