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Tax Planning for Real Estate - Part 1

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Tax issues in major real estate transactions – property development, long-term ownership, build-and-sell, like-kind exchanges – often drive the structures of these deals. If not properly considered, tax issues can also have a major adverse impact on the underlying economics of a deal.

The structure of a transaction can impact the timing and amount of gain, the treatment of losses (often very valuable to participants), and even the tax rate. At every stage of a transaction, tax plays an important role.

This program provides a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning, and advanced like-kind exchange issues.

Part 1 topics include:

  • Choice of entity considerations – contributions, distributions, and eventual sales
  • Acquiring property in a form to minimize taxes later
  • Understanding allocation and distribution provisions – layered allocations, target/forced allocations, built-in-gain (or loss) allocations
  • Understanding and drafting for continuing ownership, including capital shifts and other shifts in ownership
  • Deductions arising from non-recourse debt and minimum gain chargebacks


  • Saba Ashraf

    Saba Ashraf is a partner in the Tax and Private Clients Practice Group of Pepper Hamilton LLP, resident in the Philadelphia office. Ms. Ashraf advises clients worldwide on corporate and partnership taxation matters, as well as the tax aspects of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. Saba handles the tax-related issues involved in domestic and international mergers, acquisitions and spin-offs; recapitalizations; leveraged buyouts; going-private transactions; joint ventures; fund formations; private equity investments; debt restructurings and loan workouts; securitizations; and the tax aspects of REITs and investments in real estate. She has particular experience in structuring various business relationships that are subject to the federal partnership tax rules, including with respect to complex partnership allocations, basis, losses and other issues. She also has experience dealing with the IRS and state tax agencies during state and federal audits.

    Saba has represented major financial services institutions and investment concerns, global manufacturing firms, and Fortune 500 companies, and she has managed the tax issues on 10-figure deals, both in the United States and abroad. She has also served as an additional resource to other law firms and accounting firms.

    Saba is past chair of the ABA Business Law Section's Tax Committee.

    Saba earned her B.S., cum laude, from New York University, her J.D. from Hofstra University School of Law, and her LL.M. in tax from New York University School of Law.

    Click here for more information about Saba.

  • Leon Andrew Immerman

    Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations.

    Leon formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section. He is also co-author of "Georgia Limited Liability Company Forms and Practice Manual" (2d ed. 1999, and annual supplements).

    Leon earned his B.A. in Religion from Carleton College, M.A. in Philosophy from the University of Minnesota, Ph.D. in Religion from Princeton University and his J.D. from Yale University.

    Click here for more information about Leon.

October 3, 2023
Tue 1:00 PM EDT

Duration 1H 0M

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