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Carl J. Riley focuses his practice on complex tax matters, concentrating on real estate-related tax matters, including initial public offerings, formations and other securities issuances, with particular emphasis on transactions involving REITs. He is experienced with tax rulings and treaties, administrative practice before taxing authorities, and the Foreign Investment in Real Property Tax Act (FIRPTA). In addition, Carl advises clients regarding mergers and acquisitions, securities offerings, and transactions involving regulated investment companies (RICs), partnerships, pension funds and other tax exempt entities, and sovereign wealth funds. He is also experienced in the formation, diligencing, structuring and implementation of various investments and acquisitions of private equity funds.



  • Reven Housing REIT, Inc. in its $56.6 million merger with a subsidiary of Pacific Oak Strategic Opportunity REIT, Inc.
  • NorthStar Real Estate Income II, Inc. in connection with the public offering of shares of its common stock, and in connection with its subsequent merger with Colony NorthStar Credit Real Estate, Inc. as part of a business combination involving approximately $5.1 billion of assets and $3.3 billion of total equity value.
  • Hines Global Income Trust, Inc. (formerly known as Hines Global REIT, II, Inc.), in connection with its public offering, on a continuous basis, of up to $2.5 billion in shares of its common stock (inclusive of shares issuable through a dividend reinvestment plan).
  • Hines Global REIT, Inc. in connection with the adoption and implementation of the plan of liquidation of a publicly-offered, non-listed REIT which had gross assets and equity of approximately $3.5 billion and $1.3 billion, respectively.
  • Representation of Ariel Investments in connection with the tax-free combination of Ariel Fund and Ariel Discovery Fund, two commonly-managed regulated investment companies having combined net asset value of approximately $2.3 billion.
  • Treehouse Real Estate Investment Trust, Inc. in connection with the formation of, and ongoing capital raises by a REIT with more than $200 million of equity through September, 2019.
  • Representation of the sponsor of Unison Midgard Fund LP, and its subsidiary REIT (Unison Midgard REIT LLC), in connection with the formation and $300 million offering of interests in the fund.
  • Representation of Raymond James as lead underwriter in connection with various capital raises by Jernigan Capital, Inc., a publicly traded REIT specializing in self-storage properties that has approximately $776 million in assets and $589 in equity as of September, 2019.
  • Representation of Greystar, a private real estate developer, operator and manager of multi-family properties, in connection with the formation and operation of various funds and joint ventures, and the acquisition and sale of properties and subsidiary entities.
  • Representation of Criterion in connection with the structuring and operation of various funds and ventures involving debt financing and preferred equity investments in real estate projects.
  • Representation of Square Mile in connection with various real estate investments through fund and REIT structures.
  • Representation of Vanbarton Group in structuring and operating certain real estate investments and joint ventures, including 425 Lexington Avenue in New York City and 901 Fifth Avenue in Seattle.

Recognition & Leadership

  • Listed, The Legal 500 United States, Real Estate - Real Estate Investment Trusts (REITs), 2019-2020


  • LL.M., New York University School of Law, 1994
  • J.D., New York University School of Law, 1988
  • B.S., University of Delaware, 1982
  • New York