Real Estate

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Law360 Names Gibson Dunn Among Its Real Estate 2018 Practice Groups of the Year

Law360 named Gibson Dunn one of its six Real Estate Groups of the Year [PDF] for 2018. The practice group was recognized for handling “the ninth-largest real estate deal during the first quarter of 2018.” The firm’s Real Estate practice was profiled on February 12, 2019.

Firm News | February 12, 2019

Gibson Dunn Named a 2018 Law Firm of the Year

Gibson, Dunn & Crutcher LLP is pleased to announce its selection by Law360 as a Law Firm of the Year for 2018, featuring the four firms that received the most Practice Group of the Year awards in its profile, “The Firms That Dominated in 2018.” [PDF] Of the four, Gibson Dunn “led the pack with 11 winning practice areas” for “successfully securing wins in bet-the-company matters and closing high-profile, big-ticket deals for clients throughout 2018.” The awards were published on January 13, 2019.

Firm News | January 13, 2019

2018 Year-End German Law Update

Looking back at the past year's cacophony of voices in a world trying to negotiate a new balance of powers, it appeared that Germany was disturbingly silent, on both the global and European stage.

Client Alert | January 11, 2019

UK Real Estate Tax – A New Landscape For Investors

This is an interesting time to be a UK citizen, not least because of the unpredictable political situation. However, UK tax policy regarding real estate investment and taxation of real estate structures has been a moving target since before the Brexit referendum.

Client Alert | December 17, 2018

Law360 Names Eight Gibson Dunn Partners as MVPs

Law360 named eight Gibson Dunn partners among its 2018 MVPs and noted that the firm had the most MVPs of any law firms this year. Law360 MVPs feature lawyers who have “distinguished themselves from their peers by securing hard-earned successes in high-stakes litigation, complex global matters and record-breaking deals.”

Firm News | November 28, 2018

Gibson Dunn Ranked in the 2019 UK Legal 500

The UK Legal 500 2019 ranked Gibson Dunn in 13 practice areas and named six partners as Leading Lawyers. The firm was recognized in the following categories:

Firm News | November 21, 2018

Gibson Dunn Ranked in Chambers UK 2019

Gibson Dunn was recognized with two firm and 14 individual rankings in the 2019 edition of Chambers UK.

Firm News | November 2, 2018

U.S. News – Best Lawyers® Awards Gibson Dunn 132 Top-Tier Rankings

U.S. News – Best Lawyers® awarded Gibson Dunn Tier 1 rankings in 132 practice area categories in its 2019 “Best Law Firms” [PDF] survey. Overall, the firm earned 169 rankings in nine metropolitan areas and nationally.

Firm News | November 1, 2018

IRS Provides Much Needed Guidance on Opportunity Zones through Issuance of Proposed Regulations

On October 19, 2018, the Internal Revenue Service (the "IRS") and the Treasury Department issued proposed regulations (the "Proposed Regulations") providing rules regarding the establishment and operation of "qualified opportunity funds" and their investment in "opportunity zones."

Client Alert | October 22, 2018

Webcast: CFIUS Reform and the Implications for Real Estate Transactions

On August 13, 2018, President Trump signed legislation that will significantly expand the scope of inbound foreign real estate investments subject to review by the Committee on Foreign Investment in the United States (“CFIUS” or “the Committee”).

Webcasts | October 18, 2018

Financing Arrangements and Documentation: Considerations Ahead of Brexit

Since the result of the Brexit referendum was announced in June 2016, there has been significant commentary regarding the potential effects of the UK's withdrawal from the EU on the financial services industry.

Client Alert | October 11, 2018

Gibson Dunn Ranked Among Top New York Real Estate Law Firms

The Real Deal ranked Gibson Dunn No. 2 on its 2018 list of law firms who handled the highest dollar volume of New York real estate sales on the buyer side and also No.

Firm News | October 1, 2018

Dodd Frank 2.0: U.S. Federal Banking Agencies Propose New HVCRE Capital Regulations

On September 18, 2018, the Office of the Comptroller of the Currency, Board of Governors of the Federal Reserve System, and Federal Deposit Insurance Corporation (together, the Banking Agencies) proposed revisions to their Basel III capital rules regarding so-called High Volatility Commercial Real Estate (HVCRE) loans.

Client Alert | September 24, 2018

New York State Supreme Court Annuls State Title Insurance Regulations

On July 5, 2018, the Manhattan Supreme Court overturned New York State Insurance Regulation 208. The case involved a challenge by the New York State Land Title Association (NYSLTA) to the New York State Department of Financial Services’ (DFS) recently enacted sweeping regulation (Insurance Regulation 208) that would have barred the entire title insurance industry in New York State from engaging in traditional industry marketing practices ranging from a title insurance agent taking a real estate attorney to lunch to hosting an office party.

Client Alert | July 9, 2018

India – Legal and Regulatory Update (June 2018)

The Indian Market The Indian economy continues to be an attractive investment destination and one of the fastest growing major economies. After a brief period of uncertainty, following the introduction of a uniform goods and services tax and the announcement that certain banknotes would cease to be legal tender, the growth rate of the economy has begun to rebound, increasing to 7.7 percent in the first quarter of 2018, up from 6.3 percent in the previous quarter.

Client Alert | June 28, 2018

Gibson Dunn Receives Chambers USA Excellence Award

At its annual USA Excellence Awards, Chambers and Partners named Gibson Dunn the winner in the Corporate Crime & Government Investigations category.

Firm News | May 25, 2018

Dodd Frank 2.0: Reforming U.S. HVCRE Capital Treatment

On Tuesday, May 22, 2018, the U.S. House of Representatives passed the Economic Growth, Regulatory Relief, and Consumer Protection Act (Reform Bill), which had already passed the Senate on a bipartisan basis.

Client Alert | May 24, 2018

Real Estate Finance Partner Kahlil Yearwood Joins Gibson Dunn in San Francisco

Gibson, Dunn & Crutcher LLP is pleased to announce that Kahlil T. Yearwood has joined the firm’s San Francisco office as a partner. Yearwood, formerly with Dechert LLP, continues his real estate finance practice at Gibson Dunn.

Press Releases | May 4, 2018

Supreme Court Approves Deferential Review of Bankruptcy-Court Determinations on “Insider” Status

On March 5, 2018, the U.S. Supreme Court issued a decision in U.S. Bank N.A. Trustee, By and Through CWCapital Asset Management LLC v. Village at Lakeridge, LLC (No.

Client Alert | March 20, 2018

Supreme Court Settles Circuit Split Concerning Bankruptcy Code “Safe Harbor”

On February 27, 2018, the U.S. Supreme Court issued a decision in Merit Management Group, LP v. FTI Consulting, Inc. (No. 16-784), settling a circuit split regarding the “safe harbor” provision in § 546(e) of the Bankruptcy Code.

Client Alert | March 5, 2018

New Threat of Substantive Consolidation for Real Estate Lending Structures

Groundbreaking Ninth Circuit Decision Declares Only One Class of Impaired, Consenting Creditors Is Needed to Confirm a Joint Plan Among Multiple Debtors

Client Alert | February 6, 2018

2017 Year-End German Law Update

"May you live in interesting times" goes the old Chinese proverb, which is not meant for a friend but for an enemy. Whoever expressed such wish, interesting times have certainly come to pass for the German economy.

Client Alert | January 7, 2018

International Investors to Be Liable to UK Tax on Capital Gains Derived from UK Real Estate from 2019

Background 1.1 The UK has the largest commercial property market in Europe, attracting over $31bn of investment in the first half of 2017 (even after the Brexit vote).

Client Alert | November 24, 2017

Proposed Revised Capital Treatment for “High Volatility Commercial Real Estate”: More Loans Likely to Be Covered

On September 27, 2017, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation (Agencies) issued a proposal (Proposal) that would amend some of the current Basel III capital rules – foremost among them, the heightened capital charge for so-called "high volatility commercial real estate" (HVCRE).

Client Alert | October 5, 2017

Webcast: Enforcing Security Interests Outside of Bankruptcy: Remedies Under the Uniform Commercial Code

An informative hour-long webinar discussing the remedies provided to a secured creditor by the Uniform Commercial Code outside of bankruptcy proceedings.

Webcasts | September 6, 2017

California Supreme Court Upholds Los Angeles County’s Interpretation of Documentary Transfer Tax Act

On June 29, 2017, in a widely anticipated ruling, the Supreme Court of California held that a transfer of an interest in a legal entity that results in a change in ownership of real property held by the legal entity for property tax purposes triggers the California documentary transfer tax (the "DTT").  This decision affirms the lower court's view that property tax "change in ownership" principles apply for purposes of the DTT.Facts of the CaseAs discussed in more detail in our prior Client Alert, Ardmore involved a series of transactions involving, over time, the transfer of an apartment building by a trust (Trust) to a wholly owned limited liability company (Ardmore), a transfer by the Trust of its interest in Ardmore to a "trust-owned partnership" (

Client Alert | July 10, 2017

Proposed New Disclosure Regime for Overseas Entities Owning UK Real Estate

A significant development is afoot which will impact foreign investors in UK real estate. Aside from the benefits of a stable and liquid real estate market in the UK and a favourable legal/tax regime, foreign investors have always been able to preserve their anonymity.

Client Alert | June 20, 2017

UK Private Fund Limited Partnerships

On 6 April 2017, the Legislative Reform (Private Fund Limited partnerships) Order 2017 ("LRO") came into force. The LRO amends the Limited Partnerships Act 1907 ("LPA") and introduces a new form of limited partnership, the 'private fund limited partnership' ("PFLP") for use as a fund vehicle.

Client Alert | May 8, 2017

2016 Year-End German Law Update

Over the last eight years, the German economic recovery seemed very robust to any sort of political and financial turbulences occurring in the EU and world-wide.

Client Alert | January 13, 2017

IRS Issues Final and Proposed Regulations Addressing Partnerships and Section 956 and the Active Rents and Royalties Exception

On November 3, 2016, the Internal Revenue Service (the "IRS") and the Treasury Department ("Treasury") issued final regulations (the "Final Regulations") providing rules regarding the treatment under section 956 of "United States property" held by controlled foreign corporations ("CFC") through partnerships and expanding the scope of the section 956 anti-avoidance rule.  Along with the Final Regulations, the IRS and Treasury also issued proposed section 956 regulations (the "Proposed Regulations") addressing certain determinations regarding related parties.  The Final Regulations also contain rules for determining whether a CFC is considered to derive rents and royalties in the active conduct of a trade or busi

Client Alert | November 11, 2016

IRS Releases Final Regulations Clarifying the Definition of Real Property for REITs

On August 31, 2016, the Internal Revenue Service (the "IRS") and the Department of the Treasury ("Treasury") issued final regulations clarifying the definition of "real property" for real estate investment trust ("REIT") purposes.  The final regulations largely follow the proposed regulations issued in May 2014, with limited changes.  The IRS and Treasury received numerous written and electronic comments and held a public hearing on the proposed regulations, but declined to incorporate most comments into the final regulations.  We have summarized below a general overview of the final regulations and some noteworthy features and observations.

Client Alert | September 9, 2016

FinCEN Expands Temporary Reporting Requirements on Title Insurance Companies for All Cash Luxury Real Estate Transactions to Six Major U.S. Areas

On July 27, 2016, the U.S. Treasury Department's Financial Crimes Enforcement Network (FinCEN) announced an expansion of the Geographic Targeting Orders (GTOs) targeting alleged money laundering risk in the real estate sector.

Client Alert | August 1, 2016

Is It Still Possible to Implement Tax-Free Step-Up of Real Estate Assets Held Through a French SCI?

The Lupa decision creates uncertainty in applying the Quemener principle in a Luxembourg situationOn July 6, 2016, the French Supreme Court rendered a surprising decision that limits the right of tax payers to implement a tax-free step up of French real estate assets held through French SCIs (société civile immobilère).

Client Alert | July 25, 2016

BREXIT – What Next? Key issues if you are doing business in or with the UK and the EU

This is an update to our client alert published on June 21, 2016 in which we addressed the possible legal consequences of a vote to leave the European Union in the Referendum held in the United Kingdom on June 23, 2016.  Now that the outcome of the Referendum is known, we consider in this client alert some of the likely immediate consequences of that vote and its impact on anyone doing business in the UK.What happened on June 23?In a result announced in the early hours of June 24, the UK electorate voted, by a majority of 51.9% to 48.1%, to leave the European Union.

Client Alert | June 28, 2016

BREXIT

You will all be aware that the UK electorate voted yesterday, by a margin of 52% to 48%, to leave the European Union.  Following that vote, the UK Prime Minister, David Cameron, has announced today that he will step down in October when a new leader of the Conservative party (and, therefore, Prime Minister) will take office.  The referendum does not itself trigger any legal consequences.  The actual timing for a UK exit from the EU is uncertain.  Whilst Mr. Cameron has indicated that the UK government will not invoke the mechanisms required under the Treaty of Lisbon to trigger negotiations leading to BREXIT until a new administration is in place, the presidents of the EU institutions, in a joint statement issued today, have said that they expect the UK to give eff

Client Alert | June 24, 2016

IRS Releases Temporary and Proposed Regulations Extending REIT Built-in Gain Recognition Period for Property Acquired from a C Corporation and Tightening the Rules for REIT Spinoffs

On June 7, 2016, the Internal Revenue Service (the "IRS") and the Treasury Department issued temporary and proposed regulations (the "New 337 Regulations") under section 337 that (i) extend the period during which a real estate investment trust (a "REIT") is subject to U.S.

Client Alert | June 14, 2016

2015 Year-End French Law Update

2015 has been an extraordinary year for M&A on a global scale. Despite a 3.2% decrease in deal volume, total deal value reached US$4.3tn, an astounding 30.5% increase from last year.

Client Alert | February 24, 2016

Webcast – Real Estate Lending Structures and their Bankruptcy Drivers; Understanding How We Got Here

​This presentation unpacks the bankruptcy bogeyman. We canvas some of the fundamental principles of bankruptcy underlying the evolution and form of the real estate financing structures that predominate the market, and discuss how varying structures and provisions can affect results in a future workout or bankruptcy.

Publications | January 27, 2016

President Obama Signs Appropriations Bill Exempting Non-U.S. Pension Funds from FIRPTA, Taxing REIT Spinoffs, and Making Other Important Changes to the Taxation of U.S. Real Property Investments by Non-U.S. Investors and the REIT Rules

​ On December 18, 2015, President Obama signed into law the Consolidated Appropriations Act of 2016 (the "Act"), an omnibus spending bill that includes a number of changes to the provisions of the Internal Revenue Code (the "Code") governing the taxation of U.S.

Client Alert | December 29, 2015

Amendment to France-Luxembourg Tax Treaty Will Not Tax the Sale of Companies Owning French Real Estate Before 2017

On September 8, 2014, we issued a client alert that the Luxembourg and French Ministry of Finance had signed a fourth amendment to the tax treaty between France and Luxembourg, with the potential to impose a significant tax burden on existing and future French real estate investments.  Although the effective date for the amendment was previously unclear, it is now apparent that this amendment will come into effect no earlier than January 1, 2017.Under the current treaty, gains on the sale by a Luxembourg company of shares in a French or Luxembourg company holding French real estate are not taxable in France, even if those gains may also be exempt from Luxembourg tax under Luxembourg domestic law.The fourth amendment will reverse this favorable treatment.

Client Alert | November 23, 2015

President Obama Signs Bipartisan Budget Act of 2015, Sweeping Aside Rules That Have Governed Tax Audits of Partnerships Since 1982

On November 2, 2015, President Obama signed the Bipartisan Budget Act of 2015 (the "Act"), which sweeps aside the rules that have governed the tax audits of partnerships since 1982.  Although the new rules generally will not be effective until 2018, because the changes to partnership audits and attendant tax liability are so dramatic, and because partnerships generally may elect to apply the rules before 2018, it is important to ensure that both existing and future partnership agreements protect the interests of the partners and address the various alternatives available under the new rules.  In addition, disclosure documents and regulatory filings (including filings with the Securities and Exchange Commission) will need to be modified to reflect the new law.  F

Client Alert | November 12, 2015

Webcast: Compliance Strategies for Private Real Estate Fund Managers

​Following the enactment of the Dodd-Frank Act, the Securities and Exchange Commission began examining a significant number of private investment fund advisers that registered with the SEC.

Webcasts | November 5, 2015

Proposed IRS Regulations Target Management Fee Waivers and Other Partnership Interests Received for Services

​On July 22, 2015, the United States Treasury Department (the "Treasury Department") and the United States Internal Revenue Service (the "IRS") released proposed regulations under Section 707(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the "Code"), regarding the treatment of certain issuances of partnership interests in exchange for services rendered.  The IRS also announced changes to prior Revenue Procedures effective upon finalization of the proposed regulations, as well as its view of the current non-applicability of such Revenue Procedures to certain fee waiver arrangements.

Article | July 28, 2015

Potential Impacts for EB-5 Investments in the Real Estate Sector as September 30 Deadline for Reauthorization Approaches

Gibson Dunn continues to monitor important developments in the EB-5 space as the September 30, 2015, deadline for reauthorization approaches.  The EB-5 program allows for foreign investment in the United States in exchange for permanent resident status if, among other criteria, an investor invests at least $500,000 or $1,000,000 in a new commercial enterprise that produces at least 10 U.S.

Client Alert | June 17, 2015

U.S. SEC Adopts Final Rules Implementing “Regulation A+” Offering Exemption for Offerings of up to $50 Million

On March 25, 2015, in a unanimous vote, the U.S.

Client Alert | April 22, 2015

“High Volatility Commercial Real Estate”: U.S. Federal Banking Agencies Release Answers to Frequently Asked Questions

One of the lesser noticed changes in the new Basel III capital regime for U.S. banks is the super-capital charge for so-called "High Volatility Commercial Real Estate" (HVCRE) loans.  Effective January 1, 2015, HVCRE loans carry a capital charge that is 50 percent higher than the capital charge for other commercial real estate loans.  Because the final Basel III capital rule and accompanying preamble did not contain much gloss on how to apply the HVCRE test to particular transaction structures, the U.S.

Client Alert | April 17, 2015

ECJ Decision Halts 15.5% French Social Taxes on Income from French Property of Certain EU Residents, Inviting up to Two Years of Refunds

Since 2012, France has imposed the so-called French social taxes (CSG, CRDS and prélèvement social) at a rate of 15.5% to gains and rental income derived from French real estate.

Client Alert | March 6, 2015

2014 Year-End French Law Update

The Paris office of Gibson Dunn is pleased to provide this legal and regulatory update covering France for the second semester of 2014.

Client Alert | January 23, 2015

2014 Year-End German Law Update

The past year marked the 25th anniversary of the fall of the Berlin Wall and probably the end of a European dream to continue to entertain smooth and peaceful cooperation with Russia.

Client Alert | January 9, 2015