FacultyFaculty/Author Profile
Carey Smith

Carey Smith

Arnold & Porter LLP

Washington, DC, USA

Carey Smith is a partner in Arnold & Porter LLP's real estate and tax, trusts, and estates practice groups. He negotiates and documents sophisticated joint venture, private equity, debt placement and similar arrangements for clients in various lines of business, primarily in the development, ownership and disposition of commercial real estate. Given his breadth of experience in the tax and real estate fields, he is able to represent a client in all aspects of a complex real estate development transaction (e.g., forming a venture with an equity partner and documenting that venture in a manner that is tax-efficient and complies with the federal income tax regulations governing partnerships, negotiating the acquisition of a property through a purchase and sale agreement, integrating local experience into the transaction for land use, licensing and zoning issues, and obtaining debt financing to complete the acquisition picture). He also has experience in the tax and transactional issues involved in debt restructuring, recapitalization, and other distressed asset situations.

Mr. Smith has a particular focus in the hospitality sector, representing primarily owners and developers of hotel properties. He has handled several matters for sponsors of real estate funds, including tax and structure planning, fund formation, debt financing, and joint ventures with co-investors who may or may not be investors in the fund. He taps into the firm's broad and deep private equity practice, securities regulation experience, Employee Retirement Income Security Act (ERISA) lawyers and others as needed to provide a seamless experience to serve clients in this area.

Mr. Smith's tax practice focuses primarily on transactional tax planning in the United States federal income taxation of partnerships, corporations and limited liability companies. He has handled tax issues on behalf of acquiring companies and targets in many taxable and tax-free corporate mergers and acquisitions. He has worked on numerous transactions that were motivated and structured with an eye towards the tax consequences, such as contributions of individual properties or portfolios to real estate investment trusts and forward and reverse Section 1031 like-kind exchanges.

Due to the proliferation of incentive arrangements that use partnership interests or similar equity plans (also known as “profits interests” or “carried interests”), Mr. Smith has developed a wide range of experience in executive compensation matters.

The surge in public/private partnerships for economic development projects creates an intersection of real estate, finance and tax issues. Mr. Smith is a member of Arnold & Porter's District of Columbia Public Policy practice. He has focused on the technical and public policy aspects of the District's tax increment financing and revenue bond programs and worked with District officials and advisors to help implement exciting projects such as the International Spy Museum, which has been hailed as a model public/private partnership in the city, and several more recent projects that have used the pathbreaking financing structure designed in that transaction.

Mr. Smith graduated from Yale Law School in 1995 and joined Arnold & Porter in 1996 after a year-long stint as law clerk to The Honorable Peter J. Messitte of the United States District Court for the District of Maryland in Greenbelt, Maryland. He has served since 1999 as a member of the firm's Ethics and Practice Committee.

Representative Matters

  • The John Akridge Companies: various acquisition, development, financing, joint venture and tax matters; bringing final institutional investor into real estate fund.
  • Vornado Realty Trust: acquisition of indirect equity interests in large real estate portfolio; joint venture for office development project with land owner and future tenant; offering to acquire limited partnership interests in entities with overlapping ownership that owned a real estate portfolio; construction loan financings.
  • Penzance Companies: various acquisition, financing, joint venture and tax structure matters for real estate development, investment and management company.
  • Representation of a private European hotel fund in its US acquisitions, financing and cross-border tax and structure planning.
  • Representation of fund sponsor in formation of real estate fund.
  • Representation of a public company in a variety of executive compensation matters.
  • The Malrite Companies:  various finance and tax matters including tax increment financing and EZ bond financing for International Spy Museum.


  • Washington Business Journal's, "Top Washington Lawyers," 2005 named a "Young Gun"


  • Carey W. Smith "Q&A With Arnold & Porter's Carey Smith" Real Estate Law360 Dec. 2011


  • Carey W. Smith "Venturing Forth: Trends in the Structuring of Real Estate Ventures" American College of Real Estate Lawyers, 2013 Annual Meeting Plenary Session, October 26, 2013
  • Carey W. Smith "Legal Perspectives on Small Business Entities" DC Bar Pro Bono Program, Small Business Training for Attorneys, September 21, 2012 and September 25, 2013
  • Carey W. Smith "Real Estate Partnership and Joint Venture Agreements: Tax Challenges" Strafford Publications Webinar, August 29, 2012
  • Carey W. Smith "Real Estate Joint Ventures: Opportunities and Legal Risks" Strafford Publications Webinar, October 20, 2010
  • Carey W. Smith "Tax Traps of Unwinding Ventures and Workouts" Real Estate Joint Ventures and Funds: The New Reality, Law Seminars International, Washington, DC, September 20-21, 2010
  • Carey W. Smith "When Partners Collide: The Impact of the Market Meltdown on Real Estate Joint Ventures" The Distressed Assets, Workouts and Restructurings Group of the DC Building Industry Association, Washington, DC, September 30, 2009
  • Carey W. Smith "Real Estate Joint Ventures: An Alternative Strategy for Raising Capital--Negotiating and Structuring the JV Agreement" Strafford Publications Teleconference, April 2, 2009
  • Carey W. Smith "Introduction to Legal Entities (Part 2 - Tax Considerations)" November 6, 2008


  • "Carried Interest Tax Law Changes Could Become Effective Within Days" May 2010
  • "FDIC's Structured Loan Portfolio Sales from Failed Institutions on the Rise" Oct. 2009
  • "Purchasing Real Estate and Loan Assets from the FDIC" Oct. 2008

Practice Areas

Real Estate Tax, Trusts, and Estates Corporate and Securities


JD, Yale Law School, 1995
AB, Amherst College, 1992


District of Columbia


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