FacultyFaculty/Author Profile
Ettore A. Santucci

Ettore A. Santucci

Goodwin Procter LLP

Boston, MA, USA

Ettore Santucci, a partner in the firm’s Business Law Department, chairs the Capital Markets Group and co-chairs the REITs and Real Estate M+A Group. He focuses primarily on public and private securities offerings, corporate governance, securities law compliance, cross-border transactions, and mergers and acquisitions.

Mr. Santucci has extensive experience in equity and debt capital markets transactions. He regularly represents issuers (from emerging enterprises to NYSE-listed companies), underwriters, financial advisers and institutional investors in every segment of corporate finance, from exempt offerings (private placements, PIPEs and 144A/Reg S offerings), to IPOs and shelf offerings of a broad range of equity, debt and structured securities, including investment grade bonds, high yield debt, and convertible/exchangeable securities with a wide spectrum of pricing, settlement and tax-sensitive features. Mr. Santucci has a special expertise in structuring leveraged transactions for enterprises with complex capitalization strategies seeking to access the capital markets.

Mr. Santucci is recognized for his representation of publicly traded REITs and real estate operating companies in corporate finance (including IPOs) and M&A, as well as corporate governance and securities matters. He has focused expertise in the specialized legal structures commonly used in the real estate capital markets, such as UPREITs and downREITs, and in executing portfolio acquisitions.

Mr. Santucci is lead corporate and securities counsel for publicly traded companies in a variety of industries, advising them in all aspects of disclosure, corporate governance, corporate finance and securities law compliance. He also advises issuers and bondholders in debt restructurings, exchange offers and tender offers. Mr. Santucci has extensive experience in M&A, advising both acquiring and target companies.

In his active cross-border transactional practice, Mr. Santucci regularly advises U.S. clients in outbound investments, international joint ventures and M&A, as well as Italian and Western-European clients in similar transactions inbound towards the United States. Relying on his two law degrees (U.S. and Italian), Mr. Santucci is particularly attuned to the multi-jurisdictional issues that arise in cross-border investments, strategic alliances and business combinations.

Professional Activities

Mr. Santucci serves as vice chair of the ABA Section of Business Law’s Committee on Legal Opinions, as well as a reporter for the ABA Legal Opinions Committee’s report on cross-border legal opinions of U.S. counsel. He is also a member of the TriBar Opinion Committee and of the American Law Institute.

Professional Experience

Prior to joining Goodwin, Mr. Santucci was an associate at White & Case in New York City and was on the staff of NOMISMA, an economic research foundation in Italy, where he maintains extensive business contacts.


Mr. Santucci has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business (Capital Markets: REITs), Chambers USA: America’s Leading Lawyers for Business (Capital Markets: REITs – National and Corporate/M&A: Capital Markets – Massachusetts). He has also been listed in U.S. News-Best Lawyers and The Legal 500 U.S.

While attending law school, Mr. Santucci was an executive editor of the Boston College Law Review.


Mr. Santucci is a frequent speaker on a variety of topics. His representative articles include: “Evolution of the Non-Traded REIT Industry and the Benefits of Perseverance” (February 2012); “‘At the Market’ Offerings: Raising Equity Capital in Volatile Markets,” Derivatives (May 2009); “Seeking Equity Capital: What’s the Best Way to Sell in Today’s Economic Climate?,” Real Estate Law & Industry Report (April 2009); “Cash Conservation Strategies for U.S. REITs,” Taxation of Investment Funds: 2009 (February 2009); “Operating Under the New Form 8-K Accelerated and Expanded Reporting Requirements,” The Real Estate Finance Journal (Winter 2004); “The New Form 8-K: Interpretive Issues for REITs and REOCs,” The Real Estate Finance Journal (Winter 2004); “Resolution of the Sovereign Debt Crisis Through the IMF,” 14 Denver Journal of International Policy 1 (1985); and “The U.S. Supreme Court and Worldwide Unitary Taxation,” 15 B.C. L. Rev. 645 (1984).


J.D., Boston College Law School, 1985 (summa cum laude)

J.D., Università Di Bologna, Faculty of Law, 1982 (summa cum laude)

B.A., Manhattanville College, 1981


Mr. Santucci is admitted to practice in Massachusetts and New York. He is a member of the Boston, American and International Bar Associations.

Ettore A. Santucci is associated with the following items:
Web Segment  Web Segment Taking a Closer Look at Securities Opinions - 49th Annual Institute on Securities Regulation, Monday, November 13, 2017
CHB Chapters  CHB Chapters Opinions of U.S. Counsel in Cross-Border Transactions - Securities Regulation Institute (49th Annual), Monday, November 13, 2017
MP3 Audio  MP3 Audio Taking a Closer Look at Securities Opinions - Taking a Closer Look at Securities Opinions , Monday, November 13, 2017
Transcripts  Transcripts Taking a Closer Look at Securities Opinions - Taking a Closer Look at Securities Opinions , Monday, November 13, 2017
MP4 - Mobile Video Seg  MP4 - Mobile Video Seg Taking a Closer Look at Securities Opinions - Taking a Closer Look at Securities Opinions , Monday, November 13, 2017
On-Demand Web Programs  On-Demand Web Programs 49th Annual Institute on Securities Regulation, Sunday, December 03, 2017, New York, NY

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