May 14, 2020


Real Estate Investment Trusts

REIT M&A Transactions—Peculiarities and Complications
      David M. Einhorn, Adam O. Emmerich, and Robin Panovka, 55(2): 693–734 (Feb. 2000)
The emergence of REITs and the continuing consolidation in the real estate markets have resulted in an ongoing stream of mergers and acquisitions involving publicly traded REITs. Although M&A transactions involving public REITs have much in common with M&A transactions involving other public companies, the special tax rules applicable to REITs and other peculiarities tend to complicate REIT transactions, often in unexpected ways. Business and strategic objectives typical of other industries often face friction in the REIT world in both friendly and unsolicited transactions. This Article examines some of the peculiarities and complications that are unique to REIT transactions, with special focus on the effectiveness of REIT charters' ownership restrictions as takeover defenses (including a comparison with poison pills), special conflict of interest issues that arise in change of control transactions involving certain REITs, and various REIT tax qualification rules which raise potentially complex issues for prospective acquirers of REIT shares.

The Uniform Statutory Trust Entity Act: A Review
     Thomas E. Rutledge and Ellisa O. Habbart, 65(4): 1055–1104 (August 2010)
The Uniform Statutory Trust Entity Act, the most recent product of the National Conference of Commissioners on Uniform State Laws in the area of business entity legislation, is intended to render uniform the statutory (i.e., "business") trust across the various states. Currently, business trust legislation is widely disparate across the various states, and many of the existing statutes are at best skeletal. This Act has the objective of rendering the business trust more effective as a form of organization by addressing many issues that are typically seen in other business entity laws, while at the same time seeking to minimize both unexpected and, in certain places, undesirable results otherwise dictated by applicable trust law. This Article both reviews the workings of this new uniform act and identifies issues and deficiencies therein.

Third-Party Releases in Bankruptcy Cases: Should There Be Statutory Reform?
      Richard L. Epling; 75(2): 1747-1768 (Spring 2020)
Third-party releases, which can function as de facto discharges of nondebtors, have become an increasingly common feature of reorganization plans. There is no definitive Supreme Court case dealing with the legality and scope of such plan provisions, and the seven circuit courts of appeals that have addressed release issues have either disagreed or posited various legal tests and standards to satisfy the “extraordinary circumstances” bar they set for approving such releases.