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Clifford Chance

31 WEST 52ND STREET, NEW YORK, NY 10019-6131, USA
Work +1 212 878 8000
Fax +1 212 878 8375

Richard Catalano

Work +1 212 878 8421
Clifford Chance

Work Department



Richard Catalano specialises in general tax law with an emphasis on partnership and corporate tax planning and the taxation of real estate collective investment vehicles, including REITs and investment funds. Richard represents REITs, including mortgage REITs, in structuring, formation, IPOs, merger, disposition, and acquisition transactions. He advises sponsors, as well as taxable, tax-exempt and foreign investors, on formation and structuring of real estate funds and with their investment acquisitions, including acquisitions structured through limited partnerships, limited liability companies and private REITs.


Georgetown University Law Center (JD, magna cum laude, Order of the Coif), 1991; Georgetown University (BSBA, magna cum laude), 1987

United States: Finance

Capital markets: equity offerings

Within: Capital markets: equity offerings

Clifford Chance’s highly regarded REIT practice positions it as an attractive choice for equity deals in that space - for both managers and issuers. Manager highlights include Andrew Epstein and Jay Bernstein assisting the underwriters with KKR Real Estate Finance Trust’s $241.6m IPO, while Jason Myers and US capital markets co-head Kathleen Werner advised Goldman Sachs as sole underwriter on Park Hotels & Resorts’ $325m public offering of common stock. On the issuer side, Kathleen Werner and Richard Catalano handled Safety, Income and Growth’s $205m IPO and concurrent $45m private placement. Jonathan Zonis, who co-heads the Americas capital markets practice, is also a key partner in the New York-based group.

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United States: Real estate

Real estate investment trusts (REITs)

Within: Leading lawyers

Richard Catalano - Clifford Chance

Within: Real estate investment trusts (REITs)

REITs are a sweet spot for Clifford Chance’s US arm and its broad expertise encompasses equity and debt, and listed and non-listed REITs. Led jointly by US corporate finance lead Jay Bernstein and tax specialist Richard Catalano, the New York-based group is particularly sought after for its experience in mortgage and specialty finance REIT offerings. Among the firm’s recent work, it acted in two of the four completed REIT IPOs in 2017, including advising Safety, Income and Growth on its IPO and concurrent private placement worth a combined $250m - Kathleen Werner and Catalano led that work. In another headline, Andrew Epstein and Bernstein assisted the underwriters with KKR Real Estate Finance Trust’s $241.6m IPO. Larry Medvinsky, Jason Myers and ‘future starJake Farquharson are also names to note.

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United States: Tax

Financial products

Within: Financial products

Clifford Chance’s practice is noted for its expertise in structuring CLO and CDO products. The lawyers are also experienced in derivatives, funds, insurance and bonds-related tax advice. Recent highlights include the firm’s work for Fannie Mae, where a team led from Washington DC advised on a potential new structure for its benchmark Connecticut Avenue Securities (CAS) credit risk transfer program, which should help expand the investor base for CAS securities due to existing tax constraints that exist for REITs and foreign investors. The firm also advised Petroperu, as issuer, on US tax matters linked to its $2bn inaugural international bond offering, one of the largest Latin American bond offerings in recent years. New York-based Richard Catalano leads the highly rated team, which also includes Philip Wagman, Avrohom Gelber, David Moldenhauer (‘an oracle of expertise’) and Michael Seaton. In June 2018, Will Cejudo moved to Dechert LLP.

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International tax

Within: International tax

Clifford Chance is ‘among the very best’, according to one client, and is noted for advising clients on a wide range of international financial and business transactions, including those relating to investment funds, private equity funds, employee co-investment and management equity arrangements, corporate acquisitions and restructurings, real estate, joint ventures and various forms of financing. David Moldenhauer, who has ‘excellent all-round knowledge’, and Avrohom Gelber assisted Mubadala Development Company and Public Investment Fund with their respective $15bn and $45bn investments in SoftBank Vision Fund’s $100bn technology-focused investment fund. Richard Catalano advised Empire State Realty Trust on a $622m investment through which Qatar Investment Authority acquired a 9.9% interest in the REIT on a fully diluted basis. Philip Wagman is another name to note. All attorneys mentioned are based in New York.

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US taxes: non-contentious

Within: US taxes: non-contentious

The ‘very good’ tax team at Clifford Chanceprovides a one-stop shop for clients’, especially when it comes to REIT, private equity, private investment fund and M&A matters. Richard Catalano represented Colony NorthStar in the $327m sale of its mortgage business Colony American Finance to Fortress Investment, while Mike Seaton advised Enstar Group on the formation of and capital raising for reinsurance company KaylaRe. ‘Very calmDavid Moldenhauer, who has ‘excellent all-round knowledge’, assisted Swiss company TBG with the acquisition of Telvent DTN from Schneider Electric for $900m. Philip Wagman acted for titanium dioxide producer Cristal during the sale of its TiO2 business to Tronox for $1.7bn and 24% equity interest. All mentioned lawyers are based in New York.

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