Although many regulatory and tax issues apply across the private funds industry, it is important for fund managers to be aware of idiosyncratic issues related to each type of underlying fund asset. A fund strategy focused on real estate can raise unique, material issues during the entire fund lifecycle, but particularly during the formation and fundraising phase. That includes certain tax issues for non‑U.S. and U.S. tax-exempt investors that are implicated by owning real estate, as well as registration obligations under securities laws and related structuring considerations. In a two-part guest series, DLA Piper partners John D. Reiss and Nathaniel Marrs detail critical considerations for any fund manager considering a real estate strategy. This second article summarizes relevant securities laws and the corresponding registration requirements; notable tax considerations for U.S. tax-exempt investors and non‑U.S. investors; and other relevant regulatory considerations. The first article
identified several real estate strategies along the risk-return spectrum and the suitable corresponding fund structures; distinguished between operator and allocator funds; and highlighted various other considerations when establishing real estate funds. See “Roundtable Explores PE Trends Related to Emerging Managers and Real Estate Investing (Part One of Two)
” (May 21, 2019); and “Symposium Highlights Portfolio Management and Global Trends for Private Equity and Real Estate Funds
” (Jul. 2, 2015).