ITransactions
Purchase and sale, contribution agreements, joint ventures, and the leasing book that actually produces rent. A disposition can also be a prohibited transaction. The GC who has only 'done deals' and cannot say whether the gain is good REIT income will qualify the entity out of existence on a clean closing.
IIFinancing
Mortgage loans, mezzanine and preferred equity, agency and private-label CMBS, and the unsecured revolver a listed REIT lives on. Private-label CMBS and CRE CLO issuance was $155.3 billion year-to-date in CREFC's December 16, 2025 update, 37 percent above the $113.4 billion recorded for the same period of 2024.
IIILand use
Zoning, subdivision, environmental review, development agreements, and the construction contracts that start when a permit issues. A developer GC owns the path from application to deed. A REIT GC usually supervises that path and signs the risk memo. The hearing is often outside counsel unless the platform develops at scale.
IVFund structures
For a listed REIT: the 95 percent and 75 percent gross-income tests, the 75 percent asset test, and the 90 percent distribution requirement. For a private real estate fund: the partnership agreement, the promote, and the operating partnership. An UPREIT holds assets in an operating partnership; contributors take units that are typically redeemable for cash or REIT shares.
The income and asset tests are statutory, not a house style. Internal Revenue Code section 856(c)(2) requires at least 95 percent of gross income from a listed set of sources. Section 856(c)(3) requires at least 75 percent from real-estate sources, principally rents, mortgage interest, and gain on real property that is not dealer property. Section 856(c)(4)(A) requires that, at the close of each quarter, at least 75 percent of the value of total assets be real estate assets, cash and cash items, and government securities. Section 857(a) requires a distribution of at least 90 percent of REIT taxable income, computed without the dividends-paid deduction. Cornell's Legal Information Institute publishes the current text. A general counsel who cannot walk a compensation committee through those four numbers should not be on a REIT shortlist.
The distribution calendar is a cash calendar. Nareit reports that public listed REITs paid out approximately $71 billion in dividends during 2025, and public non-listed REITs approximately $5 billion. By market-cap-weighted average, 79 percent of those 2025 dividends qualified as ordinary taxable income, 10 percent as return of capital, and 11 percent as long-term capital gains. The GC does not prepare the Form 1099. The GC does own the question of whether a sale, a taxable REIT subsidiary, or a service-heavy lease has pushed gross income outside the 75 percent or 95 percent tests before the dividend is declared.
Financing is not a sidebar. On Q2 2026 balance-sheet data in the same Nareit snapshot, listed U.S. REITs carried a debt ratio of 34.4 percent and a coverage ratio of 4.5 times. One filing shows what that looks like inside a single legal department. Prologis's definitive proxy statement for its April 28, 2026 annual meeting states that, in 2025, teams led by the chief financial officer and the general counsel completed over $11 billion of debt transactions, including activity inside strategic-capital vehicles, at a weighted average interest rate of 4.2 percent and a weighted average term of six years. The same proxy presents those vehicles as 44 percent of total assets under management, with $102 billion of total assets, including the company's own share, held in 11 vehicles. Figures are for the year ended or as of December 31, 2025, as the compensation discussion states. This is a public filing. It is not a Sartori placement.
Land use has a 2026 correction that 2025 job descriptions still miss. On March 19, 2026, the U.S. District Court for the Eastern District of Texas vacated FinCEN's Residential Real Estate Rule. FinCEN has appealed. While that order remains in force, FinCEN states that reporting persons are not required to file Real Estate Reports and are not subject to liability if they fail to do so. A must-have that reads "own the Real Estate Report" is a stale screen. Beneficial-ownership questions can return if the appeal succeeds. They are not a live filing duty as of September 30, 2026. Zoning, environmental review and development agreements are. Sector context is on commercial real estate and REITs.
A private real estate fund is not a small REIT. The GC there owns the limited partnership agreement, the investment committee memo, and the asset-level deed. Where the book is infrastructure, FERC and tax equity rather than REIT tests, start from
real asset and infrastructure funds
and say so. Where the sponsor wants an operating GC inside a portfolio company, that brief is
PE portfolio legal recruiting.