Real Estate Investment Trusts (REITs)

Having advised numerous listed real estate investment trusts (REITs), Venable’s REIT Group brings deep experience to the corporate law issues that define REIT formation, governance, and transactions, helping boards and companies advance their strategic goals.

Our dedicated team of REIT lawyers advises SEC-registered listed and non-listed, private, and captive REITs on corporate law and governance issues impacting business decisions. We provide ongoing governance counsel to REIT boards and board committees, including advice on directors’ duties, conflicts of interest, corporate governance ratings, takeover defenses, shareholder activism, proxy advisor policies, ESG developments, internal investigations, affiliated transactions, and changes of control. With Maryland as the jurisdiction of formation for more than 90% of listed REITs, we also advise on Maryland corporate law issues relating to capital raising, advisory agreements, conflicts, liquidity strategies, mini-tender offers, and the state registration process under the NASAA REIT Guidelines.

Our REIT attorneys work closely with inside and outside counsel, boards, board committees, including special committees, and independent directors on REIT formations, IPOs, equity and debt offerings, mergers and acquisitions, spin-offs, advisor internalizations, liquidity events, reorganizations, conversions, and other extraordinary transactions. We also regularly write and speak on REIT law and governance developments, and members of the group are active with Maryland State Bar Association committees involved in drafting business entity legislation in Maryland.

This combination of legislative involvement, transaction volume, board-level governance work, and thought leadership allows Venable to provide REITs and their advisors with practical counsel informed by the current realities of the industry.