概要

Mayer Brown has substantial experience providing capital markets, M&A, tax, real estate, finance, regulatory, executive compensation, and environmental, social and governance (ESG) advice to Real Estate Investment Trusts (REITs), including both public and private equity and mortgage REITs. Our lawyers are involved in representing investment banks active in the REIT industry and other real estate-related companies, including, among others, nonbank mortgage companies, real estate funds, real estate private equity sponsors and other institutional investors.

Our lawyers have been active in the REIT industry for more than forty years, advising REIT clients through a variety of market conditions and regulatory changes impacting the industry, including:

  • REIT formation transactions, roll-ups, spin-offs, and conversions;
  • IPOs and public and private offerings of equity, debt and convertible securities, including continuous offerings, at-the-market offerings, and rights offerings;
  • Public and private REIT mergers, acquisitions, and sales;
  • Secured and unsecured credit facilities, securitizations and other asset-level financings, including debt and preferred equity portfolio financings;
  • Portfolio acquisitions and dispositions, including tax-deferred UPREIT and DownREIT operating partnership unit transactions;
  • REIT tax requirements and tax aspects of structuring real estate transactions, including cross-border real estate investments;
  • Compliance with joint ventures and other innovative real estate acquisition transaction structures;
  • Ongoing corporate governance and public company compliance, including fiduciary duties, stock exchange compliance, disclosure issues, board oversight responsibilities, and internal governance issues; and
  • Corporate governance issues faced by boards of directors and special committees in the context of change of control transactions, succession planning, internalization and externalization transactions, restatements and financial reporting irregularities, and internal investigations.

Each year, our lawyers represent issuers, placement agents, and underwriters in hundreds of securities offerings, raising in excess of $200 billion annually and securing a prominent place on league tables. The Legal 500 US ranks Mayer Brown as a leading firm in the guide’s Real Estate: REITs category, where clients note that our team “‘understands the industry in which [they] operate.’”

Our thought leadership initiatives related to REITs, and our Free Writings & Perspectives blog cover up-to-the-minute REIT updates.

Mortgage REITs

We frequently represent mortgage REITs that acquire or invest in first mortgages, distressed property mortgages, mezzanine financings, credit risk transfer securities, mortgage-backed securities (MBS), or a combination of equity real estate interests and loans secured by real property. Our firm’s world-class regulatory team has a well-established and highly respected record of advising clients with regard to the full panoply of issues that mortgage REITs face.

Our Financial Services Regulatory & Enforcement practice provides expertise and forward-thinking solutions in mortgage regulatory matters and offers regulatory, enforcement, litigation, transactional, and policy in order to comprehensively address the myriad of issues facing mortgage REITs. Additionally, our Consumer Financial Services practice helps mortgage REITs navigate the US federal and state laws impacting their operations.

Mayer Brown has one of the largest Structured Finance practices in the world, leading in the creation and expansion of the global and regional MBS market, and we have securitized nearly every asset type. Our MBS experience is comprehensive and international. Our capabilities span from structuring securitizations of first-lien, home equity, and subprime residential mortgages, commercial mortgages, to the resecuritization, repackaging, and re-REMIC of MBS.

Equity REITs

We provide capital markets, securities, and tax compliance advice to an extensive range of public and private equity REITs. Our clients own properties in all asset classes across the globe, including retail properties, multifamily residential properties, hotels and motels, and healthcare facilities, as well as office and industrial and logistics properties.