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Seyfarth Shaw LLP

620 8TH AVENUE, 32ND FLOOR, NEW YORK, NY 10018-1405, USA
Work +1 212 218 5500
Fax +1 212 218 5526
Atlanta, Boston, Chicago, Hong Kong, Houston, London and 9 more

John Napoli

Work (212) 218-5620
Seyfarth Shaw LLP

Work Department

Tax; Partnerships, Limited Liability Companies, and Other “Pass-Through” Vehicles; State & Local Taxation; Real Estate Investment Trust (REIT) Tax; Real Estate; Real Estate Investment Trusts (REITs); Institutional Investor


Partner and co-chair of the Tax Department


Mr. Napoli is co-managing partner of the firm’s New York office.  He practices in the areas of federal, state and local taxation and co-chairs the firm’s national Tax practice group.  He represents both public and private clients and regularly advises clients on tax issues relating to corporate mergers and acquisitions, international transactions, restructurings, consolidations, financing, real estate (including REITs), tax free like kind 1031 exchanges, subchapter S corporations, partnerships, joint ventures, and limited liability companies.  Mr. Napoli has been instrumental in structuring numerous tax-efficient real estate transactions, including the formation, operation and liquidation of REITs and UPREITs.  Mr. Napoli also represents clients before the Internal Revenue Service, United States Tax Court, and various state and local authorities on a variety of controversy matters.  He frequently writes and lectures in his areas of practice.  Mr. Napoli has an AV rating in Martindale Hubbell, has been selected for inclusion in Super Lawyers–NY Metro every year since 2006, and in 2011, was named to the NACD Directorship’s “Directorship 100” list of “people to watch” in corporate America.


LL.M., New York University School of Law (1983); J.D., University of Dayton (1982) magna cum laude, Editor, Law Review (1981-1982); B.A., St. John's University (1979); Law Clerk to the Honorable Darrel D. Wiles, United States Tax Court, United States Tax Court (1983-1985)

United States

Real estate

Within: Real estate

Seyfarth Shaw LLP is ‘excellent at solving deal issues from start to finish’ and provides ‘diligent efforts with common sense solutions’, advising on a range of matters including M&A, construction, finance, environmental issues, joint ventures, fund formation, development, leasing, land use and zoning and real estate litigation. The firm acts for commercial and investment banks, public and private pension funds, life insurance companies, developers, big-box retailers and institutional landlords. Los Angeles-based Richard Mendelson advised John Hancock Life Insurance Company on various matters including a $500m loan and acquisition of four properties, while New York-based John Napoli advised Workspace Property Trust on a $1.28bn loan from JP Morgan Chase. Peter Korda co-chairs the firm’s national structured and real estate finance practice group and the New York real estate department. Boston-based Andrew Shure and Eric Greenberg are also recommended, alongside Washington DC-based Thomas Galli and Cynthia Mitchell in New York. Robin Freeman and Mitchell co-lead the firm’s healthcare real estate and finance practice, Freeman is also chair of the San Francisco real estate department. In March 2018 Michael Rechtin joined the Chicago office from Baker McKenzie LLP and now chairs the firm's data center services practice group.

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United States: Tax

US taxes: non-contentious

Within: US taxes: non-contentious

Seyfarth Shaw LLP is best known for its real estate sector expertise, where it advises developers and investors on the tax aspects of joint ventures, REIT transactions, M&A and tax planning. Of late, John Napoli and counsel Michael Rosenthal advised The Uhlmann Offices on its acquisition by Retail Opportunities Investments; Napoli also acted for key client Workspace Property Trust in relation to a $1.3bn securitizable loan from JPMorgan Chase. Chicago-based Steven Meier co-heads the practice with Napoli, and is recommended for his ‘practical approach to solving problems’. University of California at Davis Regents and Livingston Street Capital are also active clients.

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