Josh Prywes

Josh Prywes delivers strategic, practical, and efficient guidance on complex tax matters, with a particular focus on Opportunity Zone investments and real estate joint ventures. He advises sponsors, investors, and fund managers on structuring, forming, and deploying Qualified Opportunity Funds (QOFs) and underlying investments, including compliance with Opportunity Zone requirements and integration with broader joint venture and capital stack considerations. He has experience guiding clients through all phases of the Opportunity Zone lifecycle, from tract selection and fund formation to project execution and exit strategy planning. Josh is actively engaged in Opportunity Zone policy developments and regularly advises clients on emerging Opportunity Zone 2.0 considerations, including site selection strategies and interaction with state and local nomination processes.
With experience spanning both private practice and Big Four accounting firms, Josh structures acquisitions, dispositions, capital raises, business separations, and other major business events with a focus on safeguarding client interests and optimizing tax outcomes. He frequently advises nonprofit founders and benefactors on the formation and operation of tax-exempt entities, and also helps tax-exempt organizations evaluate tax considerations when entering commercial joint ventures. 

Josh’s clients span a wide range of industries, including strategic operators and financial investors. On the strategic side, he has experience in real estate, healthcare, manufacturing, and services. On the financial side, he routinely works with private equity funds, hedge funds, and venture capital firms across diverse industry sectors. He regularly represents developers, sponsors, and institutional investors pursuing Opportunity Zone-qualified investments across a range of real estate asset classes.

Representative Experience

• Advised sponsors, developers and investors on Opportunity Zone tax planning and the formation and structuring of Qualified Opportunity Funds (QOFs) and Qualified Opportunity Zone Businesses (QOZBs).
• Structured Opportunity Zone real estate developments involving land acquisitions and contributions, construction financing and phased development.
• Advised Qualified Opportunity Funds and Qualified Opportunity Zone Businesses on the working capital safe harbor and deployment of capital in development projects.
• Counseled clients on Opportunity Zone compliance, including the 90% asset test, 70% tangible property test, original use and substantial improvement requirements.
• Advised on Opportunity Zone investments in energy, infrastructure, operating businesses and other nontraditional Opportunity Zone projects.
• Advised clients regarding Opportunity Zone legislation, IRS guidance and regulatory developments, including transition to the new Opportunity Zone regime.
• Advised sponsors and investors on structuring real estate and infrastructure joint ventures involving developers, operators and institutional capital.
• Advised domestic and foreign REITs on tax structuring of acquisitions, developments and joint ventures involving U.S. real estate.
• Represented private equity funds in tax planning for acquisitions, investments, restructurings and dispositions.
• Advised private equity and real estate funds on profits interests, executive equity incentives and tax-deferred compensation arrangements.
• Negotiated partnership and LLC agreements, including tax allocations, distribution waterfalls, profits interests and other tax provisions.