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People: John P. Napoli, Partner

Photo of John P. Napoli, Partner

John P. Napoli

Partner

New York
Direct: (212) 218-5620
Fax: (212) 218-5526
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Biography

Mr. Napoli is co-managing partner of the firm’s New York office.  He practices in the areas of federal, state and local taxation and chairs the firm’s national Tax practice group.  He represents both public and private clients and regularly advises clients on tax issues relating to corporate mergers and acquisitions, restructurings, consolidations, financing, real estate (including REITs), tax free like kind 1031 exchanges, subchapter S corporations, partnerships, joint ventures, and limited liability companies.  Mr. Napoli has been instrumental in structuring numerous tax-efficient real estate transactions, including the formation, operation and liquidation of REITs and UPREITs.  Mr. Napoli also represents clients before the Internal Revenue Service, United States Tax Court, and various state and local authorities on a variety of controversy matters.  He frequently writes and lectures in his areas of practice.  Mr. Napoli has an AV rating in Martindale Hubbell, has been selected for inclusion in Super Lawyers–NY Metro every year since 2006, and in 2011, was named to the NACD Directorship’s “Directorship 100” list of “people to watch” in corporate America.

Mr. Napoli is co-managing partner of the firm’s New York office.  He practices in the areas of federal, state and local taxation and chairs the firm’s national Tax practice group.  He represents both public and private clients and regularly advises clients on tax issues relating to corporate mergers and acquisitions, restructurings, consolidations, financing, real estate (including REITs), tax free like kind 1031 exchanges, subchapter S corporations, partnerships, joint ventures, and limited liability companies.  Mr. Napoli has been instrumental in structuring numerous tax-efficient real estate transactions, including the formation, operation and liquidation of REITs and UPREITs.  Mr. Napoli also represents clients before the Internal Revenue Service, United States Tax Court, and various state and local authorities on a variety of controversy matters.  He frequently writes and lectures in his areas of practice.  Mr. Napoli has an AV rating in Martindale Hubbell, has been selected for inclusion in Super Lawyers–NY Metro every year since 2006, and in 2011, was named to the NACD Directorship’s “Directorship 100” list of “people to watch” in corporate America.

Education

  • LL.M., New York University School of Law (1993)

  • J.D., University of Dayton (1982)
    magna cum laude
    Editor, Law Review (1981-1982)

  • B.A., St. John's University (1979)

  • Law Clerk to the Honorable Darrel D. Wiles, United States Tax Court, United States Tax Court
    (1983-1985)

Admissions

  • Connecticut

Courts

  • U.S. Tax Court

Affiliations

  • American Bar Association, Tax Section, Real Estate Sub-Committee on REITs (Past Co-chair)
  • New York State Bar Association, Tax Section

Representative Engagements

  • Formation and structure of Cali Reality (now Mack-Cali Realty Corp.), a multi-state office building REIT, in connection with its initial public offering
  • Sale of Mystic Beverage Company to Triarc Company for $87 million
    Cali Realty’s (pubicly-traded REIT) acquisition of Robert Martin Portfolio valued at $440 million
  • Kushner Company’s acquisition of WNY Group, Inc.’s (private REIT) portfolio valued at $280 million
  • Underwriter’s counsel in connection with the formation and initial public offering of Pan Pacific Retail Properties, Inc. a west coast shopping center REIT
  • BIB International acquisition of 99 Burger King franchises valued at $110 million
  • Cali Realty Corporation’s merger with the Mack Company and Patriot American Office Group in a transaction valued at $1.2 billion
  • South Beach Beverage Company’s sale of assets (SoBe) to Pepsico for $353 million
  • Formation and structure of Philips International Realty Corp, a regional shopping center REIT in connection with its initial public offering
  • Structuring of the sale of $100 million of assets by Philips International Realty Corp. to KIR Income Operating Partnership, an affiliate of KIMCO Realty Corp., a national REIT
  • Structuring the liquidation of Philips International Realty Corp.
  • Representation of an investment venture fund in connection with an Internal Revenue Service audit regarding the possible application of the partnership anti-abuse rules
  • Structuring the sale of a $30 million office building in Miami, Florida.  Structuring the transaction was complicated by the need to: (a) accommodate the buyer’s desire to immediately invest cash into the transaction; (b) accommodate the seller’s desire to achieve desirable tax treatment on the sale proceeds; (c) defer the final sale until construction of the building was completed; and (d) obtain the consent of the construction lender to the overall transaction.
  • Structured “parking” arrangements for various REIT clients to facilitate “reverse exchanges” in order to qualify as tax–deferred like kind exchanges under Section 1031 of the Code.
  • Structured tenancy-in-common (“TIC”) interests to facilitate tax free like kind exchanges under Section 1031 of the Code.
  • Structured a joint venture between Mack-Cali Realty Corporation (publicly-traded REIT) and another publicly-traded REIT for the development of a $1.3 billion family entertainment and recreation complex with an office and hotel component.  Advised on the subsequent restructuring of this joint venture in a transaction that involved the sale of a portion of Mack-Cali’s interest and the retention of certain office and hotel development rights.
  • Representation of a Listed Australian Property Trust in connection with its formation and its acquisition of a $1 billion U.S. real estate portfolio involving the creation of a tax-advantaged structure, including the formation and operation of a private REIT.
  • Representation of Mack-Cali Realty Corporation in the acquisition of a $330 million building in Jersey City, New Jersey.
  • Structured Mack-Cali Realty Corporation’s acquisition of: (i) a $160 million real property portfolio acquisition that involved the tax-free contribution of the portfolio to in exchange for limited partnership units in the REIT’s operating partnership; and (ii) a portfolio of real property for $116 million and the acquisition of a real property management company for $22 million in cash and limited partnership units in the REIT’s operating partnership.
  • Advised publicly traded REIT on various investments in retail shopping centers.
  • Advised pension funds investing through private REITs on structuring joint venture investments in residential and retail shopping centers.
  • Advised publicly traded REIT on the financing of three office buildings with an aggregate value of $1 billion utilizing a sale/leaseback structure.

Presentations

  • “Corporate Structural Options: Funds, REITs, Non-Traded REITs, Operating Companies, Public vs. Private,” Information Management Network’s 2nd Annual Real Estate General Counsel Form (September 10, 2012)
  • "Joint Ventures with Opportunity Funds, Tax-Exempt Investors & REITs," 14th Annual Real Estate Tax Forum, presented by Practicing Law Institute, New York, NY (March 19, 2012)
  • "REIT Roundtable, Becoming More Active Managers and Overseers,” New York, NY (January/February, 2012)
  • "Joint Ventures with Opportunity Funds, Tax-Exempt Investors & REITs," 13th Annual Real Estate Tax Forum, presented by Practicing Law Institute, New York, NY (April 11, 2011)
  • "Are You Planning on Clearing the Log Jam or Will it be a Long Haul? Evaluating the Current Macro Situation & Its Impact on How You are Working Out, Pricing & Selling," Annual Bank & Special Asset Executive Forum On Distressed Real Estate, presented by Information Management Network, New York, NY (March 28, 2011)
  • “REIT Roundtable,” NACD Directorship Forum: Pillars of the Boardroom, New York, NY (November 9, 2010)
  • "Distressed Retail," 11th Annual US Real Estate Opportunity & Private Fund Investing Forum, presented by Information Management Network, New York, NY (June 4, 2010)
  • "Joint Ventures with Opportunity Funds, Tax-Exempt Investors & REITs," 12th Annual Real Estate Tax Forum, presented by Practicing Law Institute, New York, NY (January 7, 2010)
  • "Loan to Own Strategies,” Eighth Annual Mezzanine Loan Forum, presented by Information Management Network, New York, NY (December 10, 2009)
  • “What is the Best Corporate Structure Going Forward: REIT, Operating Company, Public or Private?” REIT & Real Estate Operating Company Re-Equitization & Recapitalization Forum, presented by Information Management Network, New York, NY (October 5, 2009)
  • “Failing Joint Ventures: What Are Your Options,”  U.S. Real Estate Opportunity & Private Fund Investing Forum, presented by Information Management Network, New York, NY (June 12, 2009)
  • “Joint Ventures with Opportunity Funds, Tax- Exempt Investors & REITs,” 11th Annual Real Estate Forum, presented by Practicing Law Institute,New York, NY (February 9, 2009)
  • “Joint Ventures with Opportunity Funds, Tax- Exempt Investors & REITs,” 10th Annual Real Estate Forum, presented by Practicing Law Institute, New York, NY (January 31, 2008)
  • “Comparing Real Estate Routes to Market: REITS, Secondaries, Funds-of-Funds, Hedge Funds & Real Estate Private Equity,” U.S. Real Estate Opportunity & Private Fund Investing Forum, presented by Information Management Network, Laguna Beach, CA (January 24, 2008)

Publications

  • “Tax Court’s First Case on Parking Lot Income – Missing an Opportunity to Clarify the Law,” Practicing Law Institute, 13th Annual Real Estate Tax Forum Course Handbook, Vol. 2
  • (April 2011)
  • “Maintenance of Section 704(c) Layers and Partnership Mergers and Divisions – Comments In Response To Notice 2009-70,” Practicing Law Institute, 12th Annual Real Estate Tax Forum Course Handbook, Vol. 1 (January 2010)
  • “Parking, Income and Taxes,” New York Law Journal (June 11, 2007)
  • “1031 Transactions and Tenancy-in-Common Exchanges,” Real Estate Journal, Vol. 9, No. 8 (August 2006)
  • “Job Law Provides Relief to REITS,” New York Law Journal (April 11, 2005)
  • “Tax Assessors Becoming More Aggressive with Commercial Property Owners,” Debt & Equity Journal (February 24, 2005)
  • “Tax Warrior Who Shoots Straight from the Lip,” Real Estate Weekly (February 9, 2005)
  • “Avoid These Errors in 1031 Exchanges,” RealEstateJournal.com (January 2005)
  • “Tenancy-In-Common Investments – Some Critical Legal Issues,” Illinois Real Estate Journal, Vol. 7, No. 10 (October 2004)
  • “TICs on Track for Rapid Growth,” Real Estate Forum (July 2004)
  • “Recent IRS REIT Parking Ruling is Bad News for Tax Exempt Entities,” New York Law Journal (June 21, 2004)
  • “Defining the State of the Law Reverse Tax-Free Exchanges and Parking Arrangements,” New York Law Journal (June 18, 2001)
  • “REITs Get More Relief Under RMA,” New York Law Journal (March 20, 2000)
  • “Emerging Issues in UPREIT Transactions,” Journal of Real Estate Tax (Spring 1999)
  • “New Ownership Structure Offers Tax Advantages,” New York Law Journal (June 8, 1998)
  • “President’s Budget and Metro/New York REITs,” Real Estate New York (April 1998)
  • “Industrial and Office Park Associations – A Problem for REITs,” Office & Industrial Properties (April, 1998)
  • “Benefit of Recent Tax Legislation on REITs,” New York Real Estate Law Reporter (January, 1998)
  • “Taxpayer Relief Act Effects Major Changes,” New York Law Journal (November 10, 1997)
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