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REIT Tax in the Data Center Era: Qualification, Deal Structures, and the New FIRPTA Rules for Foreign Capital

Data centers are absorbing more capital than any other real estate asset class, and the FIRPTA framework changed twice in 2025. Learn to structure data center REITs around the income and asset tests, deploy the TRS solution, and choose the inbound structure for foreign capital.

2026-09-18 14:30:00

Program Details

2026-09-18 14:30:00

2026-09-18 14:30:00

2h CLE Credits

2026-09-18 14:30:00

Program Details

2026-09-18 14:30:00

Program Details

2026-09-18 14:30:00

Over 1,000+ webinars

2026-09-18 14:30:00

Course Overview

The Dominant Asset Class in Real Estate Sits Uneasily Inside Subchapter M

2026-09-18 14:30:00

Data centers are absorbing more capital than any other real estate asset class, and REITs are the dominant vehicle for holding them. But the asset does not fit neatly: power infrastructure, tenant services, and power revenue all press against the income and asset tests. The FIRPTA framework changed twice in 2025. October proposed regulations would withdraw the domestically controlled REIT look-through rule. December final regulations reset the Section 892 exemption for sovereign investors.

The stakes run through every deal term. Power, cooling, and connectivity revenue must be characterized. Impermissible tenant services belong in the taxable REIT subsidiary, under a 25% asset test ceiling. The lease structure — powered land, powered shell, or turnkey — drives the tax answer. Dispositions carry prohibited transaction exposure. And domestically controlled status must be monitored across the testing period.

Attendees walk out with the working structures: qualification analysis for data center assets, TRS placement, and the mechanics of acquisitions, dispositions, and platform transactions. On the inbound side, choosing among domestically controlled REITs, leveraged blockers, and treaty-based approaches — plus drafting the ownership covenants and transfer restrictions that protect status.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
Qualification Pressure Points
How power, cooling, and connectivity revenue, construction in progress, and the personal property limits reshape the asset test and rents-from-real-property analysis for data centers.
02
TRS and Lease Structures
Where impermissible tenant services go, the taxable REIT subsidiary’s 25% asset test ceiling, and how powered land, powered shell, and turnkey leases drive the tax answer.
03
Deal and Exit Structures
REIT ownership and governance requirements, joint ventures, and how to preserve REIT status and manage prohibited transaction exposure in large acquisitions and dispositions.
04
FIRPTA After 2025
USRPIs, USRPHCs, the proposed withdrawal of the 2024 look-through rule, interim reliance, and structuring with domestic C corporation blockers.
05
Sovereign and Pension Investors
What the Section 892 final regulations mean for sovereign wealth fund eligibility and controlled commercial entities, and qualifying QFPF investments under Section 897(l).
06
Inbound Structure Selection
Choosing among domestically controlled REITs, leveraged blockers, and treaty-based approaches, then drafting ownership covenants and transfer restrictions to monitor domestically controlled status.

Program schedule

clock 2:30 pm - 3:30 pm EST

Structuring Data Center and Digital Infrastructure REITs: Qualification and Operation

Data centers are absorbing more capital than any other real estate asset class, and REITs are the dominant vehicle — but the asset sits uneasily inside Subchapter M. Power infrastructure, tenant services, and power revenue all press against the income and asset tests. This session covers how data center and digital infrastructure deals are actually structured: qualification analysis, the use of TRS, structural consideration, and mechanics of acquisitions and dispositions.

Paige AndersonPaige Anderson
Vinay PrabhakarVinay Prabhakar
clock 3:40 pm - 4:40 pm EST

Foreign Capital and FIRPTA After the 2025 Regulations: Domestically Controlled REITs, Section 892, and Inbound Structuring

The FIRPTA framework governing foreign investment in U.S. real estate changed twice in 2025: October proposed regulations would withdraw the domestically controlled REIT look-through rule, and December final regulations reset the Section 892 exemption for sovereign investors. This session works through the current state of play and the structures — domestically controlled REITs, sovereign fund arrangements, QFPF vehicles, and blockers and other structures — used to bring foreign capital into U.S. real estate.

Paige AndersonPaige Anderson
Vinay PrabhakarVinay Prabhakar
Paige Anderson

Paige Anderson

Vinson & Elkins LLP

Vinay Prabhakar

Vinay Prabhakar

Vinson & Elkins LLP

Paige Anderson

Paige Anderson

Vinson & Elkins LLP

Paige Anderson is a partner in the Tax practice of Vinson & Elkins LLP, based in Richmond and New York. Her practice centers on the federal income tax dimensions of business transactions, with a deep concentration in the real estate industry. She counsels real estate investment trusts, private equity sponsors, and investors on the formation of public and private REITs, tax planning for equity and mortgage REITs, qualified opportunity zones, capital markets transactions and IPOs, mergers and acquisitions, joint ventures, reorganizations, financings, and the tax treatment of foreign investment in U.S. real estate.

Education & Credentials

Ms. Anderson earned her LL.M. in Tax from New York University School of Law in 2026 and her J.D. from the University of Virginia School of Law in 2013, where she was elected to the Order of the Coif and served as Executive Editor of the Virginia Law Review. She received her B.S. in Commerce, with distinction, from the University of Virginia in 2007. She is admitted to practice in Virginia and New York.

Recognition & Leadership

Ms. Anderson is ranked nationwide by Chambers USA in REITs: Tax, recognized as Band 2 in 2026 following recognitions each year from 2021 through 2026, including designations as "Associate to Watch" and "Up and Coming." Legal 500 U.S. has recommended her in Real Estate: REITs in 2022 and 2024 through 2026. She was selected to the Virginia Rising Stars list by Super Lawyers from 2020 through 2023, named among the "Ones to Watch" for Tax Law by The Best Lawyers in America from 2021 through 2024, recognized by Best Lawyers for Tax Law (Richmond) in 2025 and 2026, and included in the Kayo Conference Series "Top 23 in '23: Women in REITs" in 2023.

Professional Involvement

Ms. Anderson co-led the ABA Section of Taxation's comment letter on Treasury and IRS proposed regulations under Sections 897 and 892 addressing foreign investment in U.S. real estate. She is President Emeritus of the Junior Board of Historic Richmond and a member of the Virginia Bar Association. Her speaking engagements include the V&E REIT Series CLE on the final carried interest regulations and moderating panels at the Kayo Women's Real Estate Summit on opportunity zones and women in REITs.

Experience

Ms. Anderson's representations span the data center, industrial, multifamily, timber, and mortgage REIT sectors. She advised IFM Investors in its joint venture with DigitalBridge to acquire Switch, a global data center technology infrastructure company, in an $11 billion take-private transaction, and represented the underwriters to a major power and data center developer in its $784 million initial public offering. Her REIT M&A work includes Rayonier as special tax counsel in its $8.2 billion merger with PotlatchDeltic, Preferred Apartment Communities in its $5.8 billion acquisition by Blackstone Real Estate Income Trust, WPT Industrial REIT in its $3.1 billion sale to Blackstone, Bluerock Residential Growth REIT in its $3.6 billion acquisition by Blackstone affiliates and related spin-off, and Sunoco LP in its $7.3 billion acquisition of NuStar Energy. She has also guided CTO Realty Growth through its REIT conversion and advised on UPREIT, joint venture, and preferred equity structures across the industry.
Vinay Prabhakar

Vinay Prabhakar

Vinson & Elkins LLP

Vinay Prabhakar is a partner in the Tax practice of Vinson & Elkins LLP in New York. He advises clients on the tax aspects of domestic and cross-border transactions, including mergers and acquisitions, financings, and capital markets transactions, with a particular focus on the infrastructure asset class. His infrastructure experience runs across midstream, power and renewables, transportation, and digital infrastructure assets.

Education & Credentials

Mr. Prabhakar earned his J.D. from the University of Pennsylvania Law School in 2010 and his B.A., with highest distinction, from Indiana University Bloomington (Hutton Honors College) in 2006. He is admitted to practice in New York.

Recognition & Leadership

Before joining Vinson & Elkins, Mr. Prabhakar served as Managing Director and Global Head of Tax at Global Infrastructure Partners — now part of BlackRock — from 2017 to 2025, where he was responsible for tax planning for GIP's funds and associated entities as well as transaction tax structuring. He also previously practiced in the New York office of another prominent law firm.

Experience

Mr. Prabhakar's digital infrastructure work includes advising Global Infrastructure Partners, with KKR, in the $15 billion all-cash acquisition of CyrusOne, a leading global data center developer and operator; GIP, alongside ACS Group, in forming a 50-50 joint venture to develop and operate a global next-generation data center platform with an initial 1.7 GW portfolio; and GIP, with KKR, in the co-control partnership with Vodafone Group for Vantage Towers, acquiring an 89.3% stake for up to €6.6 billion. His broader infrastructure representations include GIP, with Canada Pension Plan Investment Board, in the $6.2 billion acquisition of ALLETE; a $5.9 billion joint venture for Phase 1 of NextDecade's Rio Grande LNG project; a consortium's $20.7 billion investment in select ADNOC gas pipeline assets; the $2.5 billion sale of GIP's interest in Freeport LNG Development; the £1.27 billion sale of a majority stake in Edinburgh Airport to VINCI Airports; and acquisitions across the renewables sector, including wpd offshore (now Skyborn Renewables), Atlas Renewable Energy, and Eni CCUS Holding.
Paige Anderson

Paige Anderson

Vinson & Elkins LLP

Paige Anderson is a partner in the Tax practice of Vinson & Elkins LLP, based in Richmond and New York. Her practice centers on the federal income tax dimensions of business transactions, with a deep concentration in the real estate industry. She counsels real estate investment trusts, private equity sponsors, and investors on the formation of public and private REITs, tax planning for equity and mortgage REITs, qualified opportunity zones, capital markets transactions and IPOs, mergers and acquisitions, joint ventures, reorganizations, financings, and the tax treatment of foreign investment in U.S. real estate.

Education & Credentials

Ms. Anderson earned her LL.M. in Tax from New York University School of Law in 2026 and her J.D. from the University of Virginia School of Law in 2013, where she was elected to the Order of the Coif and served as Executive Editor of the Virginia Law Review. She received her B.S. in Commerce, with distinction, from the University of Virginia in 2007. She is admitted to practice in Virginia and New York.

Recognition & Leadership

Ms. Anderson is ranked nationwide by Chambers USA in REITs: Tax, recognized as Band 2 in 2026 following recognitions each year from 2021 through 2026, including designations as "Associate to Watch" and "Up and Coming." Legal 500 U.S. has recommended her in Real Estate: REITs in 2022 and 2024 through 2026. She was selected to the Virginia Rising Stars list by Super Lawyers from 2020 through 2023, named among the "Ones to Watch" for Tax Law by The Best Lawyers in America from 2021 through 2024, recognized by Best Lawyers for Tax Law (Richmond) in 2025 and 2026, and included in the Kayo Conference Series "Top 23 in '23: Women in REITs" in 2023.

Professional Involvement

Ms. Anderson co-led the ABA Section of Taxation's comment letter on Treasury and IRS proposed regulations under Sections 897 and 892 addressing foreign investment in U.S. real estate. She is President Emeritus of the Junior Board of Historic Richmond and a member of the Virginia Bar Association. Her speaking engagements include the V&E REIT Series CLE on the final carried interest regulations and moderating panels at the Kayo Women's Real Estate Summit on opportunity zones and women in REITs.

Experience

Ms. Anderson's representations span the data center, industrial, multifamily, timber, and mortgage REIT sectors. She advised IFM Investors in its joint venture with DigitalBridge to acquire Switch, a global data center technology infrastructure company, in an $11 billion take-private transaction, and represented the underwriters to a major power and data center developer in its $784 million initial public offering. Her REIT M&A work includes Rayonier as special tax counsel in its $8.2 billion merger with PotlatchDeltic, Preferred Apartment Communities in its $5.8 billion acquisition by Blackstone Real Estate Income Trust, WPT Industrial REIT in its $3.1 billion sale to Blackstone, Bluerock Residential Growth REIT in its $3.6 billion acquisition by Blackstone affiliates and related spin-off, and Sunoco LP in its $7.3 billion acquisition of NuStar Energy. She has also guided CTO Realty Growth through its REIT conversion and advised on UPREIT, joint venture, and preferred equity structures across the industry.
Vinay Prabhakar

Vinay Prabhakar

Vinson & Elkins LLP

Vinay Prabhakar is a partner in the Tax practice of Vinson & Elkins LLP in New York. He advises clients on the tax aspects of domestic and cross-border transactions, including mergers and acquisitions, financings, and capital markets transactions, with a particular focus on the infrastructure asset class. His infrastructure experience runs across midstream, power and renewables, transportation, and digital infrastructure assets.

Education & Credentials

Mr. Prabhakar earned his J.D. from the University of Pennsylvania Law School in 2010 and his B.A., with highest distinction, from Indiana University Bloomington (Hutton Honors College) in 2006. He is admitted to practice in New York.

Recognition & Leadership

Before joining Vinson & Elkins, Mr. Prabhakar served as Managing Director and Global Head of Tax at Global Infrastructure Partners — now part of BlackRock — from 2017 to 2025, where he was responsible for tax planning for GIP's funds and associated entities as well as transaction tax structuring. He also previously practiced in the New York office of another prominent law firm.

Experience

Mr. Prabhakar's digital infrastructure work includes advising Global Infrastructure Partners, with KKR, in the $15 billion all-cash acquisition of CyrusOne, a leading global data center developer and operator; GIP, alongside ACS Group, in forming a 50-50 joint venture to develop and operate a global next-generation data center platform with an initial 1.7 GW portfolio; and GIP, with KKR, in the co-control partnership with Vodafone Group for Vantage Towers, acquiring an 89.3% stake for up to €6.6 billion. His broader infrastructure representations include GIP, with Canada Pension Plan Investment Board, in the $6.2 billion acquisition of ALLETE; a $5.9 billion joint venture for Phase 1 of NextDecade's Rio Grande LNG project; a consortium's $20.7 billion investment in select ADNOC gas pipeline assets; the $2.5 billion sale of GIP's interest in Freeport LNG Development; the £1.27 billion sale of a majority stake in Edinburgh Airport to VINCI Airports; and acquisitions across the renewables sector, including wpd offshore (now Skyborn Renewables), Atlas Renewable Energy, and Eni CCUS Holding.

Credits by state

AK2.0
AL2.0
AR2.0
AZ2.0
CA2.0
CO2.0
CT2.0
DC2.0
DE2.0
FL2.0
GA2.0
HI2.0
IA2.0
ID2.0
IL2.0
IN2.0
KS2.0
KY2.0
LA2.0
MA2.0
MD2.0
ME2.0
MI2.0
MN2.0
MO2.4
MS2.0
MT2.0
NC2.0
ND2.0
NE2.0
NH120.0
NJ2.0
NM2.0
NV2.0
NY2.0
OH2.0
OK2.5
OR2.0
PA2.0
RI2.5
SC2.0
SD2.0
TN2.0
TX2.0
UT2.0
VA2.0
VT2.0
WA2.0
WI2.0
WV2.4
WY2.0

1000+

Live stream programs

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Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

10,000+

Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

MCLE Credits

Alabama
Pending
Alaska
Approved
Arizona
Approved
Arkansas
Approved
California
Approved
Colorado
Pending
Connecticut
Approved
Delaware
Pending
District of Columbia
No Required
Florida
Pending
Georgia
Pending
Hawaii
Approved
Idaho
Pending
Illinois
Pending
Indiana
Pending
Iowa
Pending
Kansas
Pending
Kentucky
Pending
Louisiana
Pending
Maine
Pending
Maryland
No Required
Massachusetts
No Required
Michigan
No Required
Minnesota
Pending
Mississippi
Pending
Missouri
Approved
Montana
Pending
Nebraska
Pending
Nevada
Pending
New Hampshire
Approved
New Jersey
Approved
New Mexico
Approved
New York
Approved
North Carolina
Pending
North Dakota
Approved
Ohio
Pending
Oklahoma
Pending
Oregon
Pending
Pennsylvania
Approved
Rhode Island
Pending
South Carolina
Pending
South Dakota
No Required
Tennessee
Pending
Texas
Approved
Utah
Pending
Vermont
Approved
Virginia
Not Eligible
Washington
Approved
West Virginia
Pending
Wisconsin
Pending
Wyoming
Pending

Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs