Gerald V. Thomas II


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  • New York University, LLM, Taxation, 1998
  • New York University School of Law, JD, Graduate Editor, Tax Law Review, 1997
  • New York University Leonard N. Stern School of Business, BS, magna cum laude, 1994
  • Georgia
  • New York

Chair, Real Estate Investment Trust committee, ABA Section of Real Property, Trust and Estate Law

Member, Taxation Section, American Bar Association

Member, National Association of Real Estate Investment Trusts (NAREIT)

Member, Leadership Atlanta (Class of 2011)

Gerald is chair of the firm’s business tax group. He focuses his practice on complex transactional tax matters. He offers significant experience with mergers and acquisitions, restructurings and reorganizations, private equity funds, joint ventures, real estate investment trusts (REITs), financing transactions, and corporate and partnership tax planning.

Gerald has handled major business transactions in the United States and abroad. He also has represented numerous REITs in public offerings and mergers and acquisitions totaling billions of dollars, as well as a major Japanese-owned U.S. company in a complex financing transaction. Among his other clients are private equity and real estate funds; public, private and non-traded REITs and other real estate companies and funds; publicly traded healthcare companies; major hospitality companies; and others.

Prior to joining McGuireWoods, Gerald was a lead transactional tax partner at two Atlanta-based law firms with national and international connections. He also was a tax principal in the Atlanta office of a “Big 4” accounting firm.

An active member of his community, Gerald co-chairs and co-founded Soul Visions Educational Foundation Inc. which awards college scholarships to high school students, and serves on the board of Cool Girls, Inc., a non-profit organization dedicated to the self-empowerment of girls.

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Gerald Thomas
T: +1 404 443 5614F: +1 404 443 5776Promenade
1230 Peachtree Street, N.E.
Suite 2100
Atlanta, GA 30309-3534

Represented a major U.S. real estate company in numerous joint ventures in the U.S. and Canada, totaling hundreds of millions of dollars, as well as many of its federal income tax matters.

Represented numerous private equity and real estate funds in significant formation transactions and billions of dollars of M&A transactions.

Represented numerous REITs (public, private and non-traded) and other real estate companies/funds in billions of dollars of offerings of securities and in connection with the structuring and implementation of transactions, including acquisitions and dispositions of assets.

Represented a publicly traded, listed REIT in a $11.2 billion merger and provided a tax opinion regarding the company’s REIT status.

Represented a publicly traded, nonlisted REIT in a $4 billion merger.

Represented a publicly traded, nonlisted REIT in a $3 billion merger.

Represent a publicly traded, listed REIT in a $100 million joint venture real estate development.

Represented a publicly traded national medical group in M&A transactions totaling hundreds of millions of dollars.

Represented a major public company in a complex $1 billion tax-free reorganization and provided the tax opinion regarding the tax-free nature of the transaction.

Represented an Australian-owned U.S. company in many of its recent M&A transactions, totaling close to a billion dollars.

Represented a major real estate development company in a complex joint venture with other third parties surrounding a 2.5 million square feet mixed-use development in Atlanta.

Represented a major publicly traded healthcare company in a complex acquisition which was, at the time, the company’s largest acquisition in its history.

Represented a major healthcare company in a complex tax-free acquisition of assets and over twenty partnership interests, totaling in excess of $200 million.

Represented a major hospitality company in various complex, tax favorable $100+ million joint venture transactions.

Represented a major Japanese-owned U.S. company in a complex financing transaction.

Represented one of the largest integrated chicken companies in the United States in its conversion/recapitalization from a Subchapter T cooperative to a for-profit company and its related initial public offering of common stock.

Selected for inclusion in The Best Lawyers in America, Tax Law, Woodward/White, Inc., 2016, 2017

Selected for inclusion in America's Leading Lawyers for Business, Tax, Georgia, Chambers USA, 2014, 2016-2017; Named "Up and Coming," 2015 

Recipient, Tax Leadership Award, National Bar Association, 2014

Named to “Georgia’s Top 12 Under 40,” On The Rise, Fulton County Daily Report, 2008

Author, "Obligations, Liabilities, and Construction Partnerships: Regs. Clear Away a Trap," Journal of Taxation, May 2007
Author, "Taking a Subchapter T Cooperative Public," Business Entities, January 2006
Author, "The Art of Abandoning Securities and Taking an Ordinary Loss," Journal of Taxation, January 2006
Author, "U.S. Inbound: Investing Through Multiple Chains of Ownership," International Tax Review, October 2003
Author, "Foreign Investment into the United States," Journal of Taxation of Global Transactions, 2002
Author, "Chapter V.D. "Financial Transactions" of the Taxpayer Relief Act of 1997," ALI-ABA, 1998
Panelist, "Tax Traps & Opportunities -- Overcoming Common Tax Concerns in Real Estate Transactions," Building Blocks of Commercial Real Estate, American Bar Association, May 3, 2016
Moderator, "Maximizing Value Through Tax Planning and State Tax Incentives," 14th Annual Healthcare and Life Sciences Private Equity and Finance Conference, February 22, 2017
Speaker, "Impact on Corporate and Partnership Income Tax," Post-Election Program, McGuireWoods LLP Webinar, November 10, 2016
Panelist, "Assessing Different CRE Investment Structures Within the Current Tax Environment," IMN 13th Annual Winter Forum on Real Estate Opportunity & Private Fund Investing, January 21, 2016
Panelist, "Navigating Unique Organizational, Operational and Tax Issues When Dealing With REITs," Real Estate Transactions With REITs: Selling, Leasing or Lending Deals With REITs, Strafford Publications, Inc Webinar, June 17, 2015
Speaker, "Top Areas of Focus for Non-Traded REIT Financial Officers: Liquidity Events; Distributions/Dividends; Maximizing Returns for Shareholders," IMN's 10th Annual Non-Traded REIT Industry Symposium, June 20, 2013
Speaker, "LLC Compensation," LLCs: Advising Small Business Startups and Larger Companies in Georgia, Lorman Education CLE, June 6, 2013