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 and investors on formation and structuring of Qualified Opportunity Funds and related real estate investments.
• Counseled developers on Opportunity Zone compliance, including “substantial improvement” requirements and working capital safe harbor structuring.
• Assisted clients in evaluating and pursuing Opportunity Zone designation strategies, including coordination with local and state economic development stakeholders.
• Advised sponsors and investors on structuring fiber infrastructure joint ventures, including arrangements between operators, developers, and capital partners in connection with network deployment and expansion.
• Advised domestic REIT in $600 million acquisition and development of mixed-use property.
• Advised domestic REIT in series of acquisitions of self-storage facilities.
• Advised joint venture of Invesco and L+M Development on $325 million acquisition of Manhattan apartment complex portfolio.
• Advised foreign REIT on structuring of joint venture investment in U.S. real property.
• Represented private equity funds in tax aspects of investment, acquisition and divestiture transactions.
• Represented private equity fund in acquisition of industrial and environmental services company.
• Advised private equity fund in acquisition and restructuring of utility construction company.
• Advised private equity funds and real estate funds on tax structuring of key executive tax-deferred equity incentive plans and structuring opportunities.
• Conducted tax planning and structuring on acquisitions of U.S. and foreign business by private equity clients.
• Conducted tax planning on inbound investments and acquisitions of U.S. real estate including advising on financing, structuring, and tax reporting.
• Negotiated and drafted company and LLC agreements for U.S. and foreign partners and shareholders including drafting of waterfall provisions, profits interests, management agreements and incentive plans.
• Wrote tax opinions regarding securitization offerings.
• Advised REITs on tax due diligence and structuring considerations of acquisitions of U.S. real estate projects.