Real estate is the firm’s core asset class. Donovan Legal PLLC represents developers, investors, operators, owners, and high-net-worth individuals in the acquisition, financing, development, leasing, and disposition of real estate. The firm’s real estate practice is integrated with its tax planning, compliance, and controversy work. The same lawyer reads the loan documents, drafts the partnership agreement, models the after-tax return, and signs the Form 1065 the structure produces.

Donovan Legal brings perspective most real estate counsel cannot offer. Our attorney has personally developed residential real estate in Massachusetts, holds a professional certificate in construction management, and is a licensed Massachusetts real estate broker. The firm reads deals from the developer’s side of the table, not only the lawyer’s. Cost segregation, building component classification, operational economics, and the pacing of a project from acquisition through stabilization get a different read from a practitioner who has actually built and operated real estate than from one who has only advised on it from the outside.

PROPERTY ACQUISITION & DISPOSITION

The firm represents buyers and sellers in the acquisition and disposition of commercial and residential real estate, including:

• Negotiation and drafting of purchase and sale agreements, letters of intent, and access agreements.
• Title and survey review, with coordination of title insurance and endorsement issues.
• Due diligence management, including environmental, zoning, lease, and operating-history review.
• Acquisition entity formation and capitalization, integrated with tax structuring.
• Closing and post-closing matters.
• Section 1031 like-kind exchange transactions, including coordination with qualified intermediaries and replacement-property analysis.

FIRPTA & FOREIGN INVESTMENT IN U.S. REAL ESTATE

The firm has a substantive practice in matters arising under the Foreign Investment in Real Property Tax Act, representing all sides of FIRPTA-impacted transactions: foreign sellers in dispositions of U.S. real property interests, foreign buyers and investors structuring U.S. real estate acquisitions, and U.S. withholding agents navigating their compliance obligations under § 1445.

• Foreign seller representation — pre-disposition planning, U.S. real property holding corporation (USRPHC) analysis under § 897(c)(2), Form 8288-B withholding certificate applications to reduce or eliminate withholding before closing, and post-closing refund claim work where withholding exceeds the actual tax liability.
• Foreign buyer and investor structuring — choice of entity for foreign acquisition of U.S. real property, including direct ownership, U.S. and foreign blocker corporation structures, leveraged blocker structures, partnership interests, and REIT considerations; U.S. estate tax planning for foreign individuals (limited federal estate tax exemption for U.S.-situs property absent treaty relief); branch profits tax under § 884; and net-election analysis under § 871(d) and § 882(d).
• Withholding agent compliance — advising buyers, escrow agents, title companies, and qualified substitutes on their withholding obligations, non-foreign affidavit review, the § 1445(b) exemptions, and timely Form 8288 and Form 8288-A filings.
• Treaty positions — analysis of income tax treaty and estate tax treaty positions affecting U.S. real property ownership, income, and dispositions.
• § 1446(f) partnership interest dispositions — advising foreign partners and U.S. partnerships on withholding obligations triggered by the disposition of partnership interests, in coordination with the firm’s partnership tax practice.

DEVELOPMENT

The firm represents developers in the planning, capitalization, and execution of real estate development projects, including residential, multifamily, hospitality, and mixed-use projects. Representative work has included multifamily housing projects throughout the Southeastern United States, a downtown luxury condominium project involving complex environmental and site remediation issues, and the obtaining of the certificate of occupancy for a 200-unit apartment complex in Boca Raton, Florida.

• Site control, joint ventures, and developer-equity arrangements.
• Construction contract negotiation, including AIA-form and custom-form agreements.
• Coordination with architects, contractors, and other consultants throughout design and construction.
• Environmental and remediation issues, in coordination with environmental counsel where required.

FINANCING

The firm represents borrowers and equity investors in real estate financing transactions across the capital stack:

• Acquisition, construction, and permanent financing, including senior debt, mezzanine, and preferred equity.
• Negotiation of loan documents, intercreditor agreements, and subordination, non-disturbance, and attornment agreements.
• C-PACE assessment financing structures and integration with the senior capital stack.
• Refinancing and recapitalization, including cash-out distributions and the partnership tax consequences thereof.

LEASING

The firm represents landlords and tenants in commercial leasing matters, including:

• Negotiation and drafting of office, retail, industrial, and ground leases.
• Review and negotiation of letters of intent and lease amendments.
• Lease assignment, sublease, and recapture issues.
• Tenant-improvement allowance structuring and the related tax consequences.

EMINENT DOMAIN

The firm represents property owners in eminent domain matters, including just-compensation valuation disputes, partial-taking analysis, and procedural challenges. Past work in this area has included representation of a developer in an eminent domain matter using a novel jurisdictional technique to move the case to a favorable forum, resulting in a substantial settlement.

ENTITY FORMATION

The firm forms and structures the entities through which real estate is owned, developed, financed, and operated. Choice of entity is the foundation of every real estate transaction, and the entity-level decisions made at formation drive the tax outcome over the life of the investment.

• Limited liability companies and limited partnerships for single-asset and multi-asset holdings.
• Operating agreement and partnership agreement drafting, including allocation, distribution-waterfall, and management provisions.
• Domestic private equity real estate fund formation, including sponsor and investor structuring.
• Joint-venture structuring between sponsors, capital partners, and operating partners.

REAL ESTATE LITIGATION

The firm handles real estate disputes that arise out of, or relate to, transactional and development matters in the firm’s practice. The litigation work is generally scoped to disputes the firm is well-positioned to handle through its substantive real estate and tax knowledge — contract enforcement, partnership and joint-venture disputes, lease disputes, eminent domain, and tax-driven litigation. Where a matter requires specialized litigation expertise the firm does not provide, the firm refers or co-counsels with appropriate trial counsel.

INTEGRATION WITH TAX

The firm’s tax-first orientation runs through every real estate engagement. Acquisition structures are designed for the after-tax outcome, not just the closing. Loan documents are reviewed for the partnership-level basis and at-risk consequences they create. Lease provisions are evaluated for their tax characterization. Disposition structures consider like-kind exchange, installment sale, and pre-sale restructuring options well in advance of the transaction. Where a real estate engagement implicates the firm’s tax practice, the integration is part of the engagement; where the work is purely transactional or operational, the firm scopes its role accordingly.