Peter Elias


Santa Monica

Pete Elias conducts a broad based transactional tax practice focused on tax structuring for a wide range of business and investment transactions involving corporations, limited liability companies, partnerships, and other investment and business entities, and in devising and structuring complex financing arrangements and tax strategies for companies and individuals.

He regularly assists in the tax planning and structuring of emerging companies and other transactions relevant to their formation and sale, including founder loan share purchases and secondary sales, “Up-C” IPO transactions, obtaining and optimizing “qualified small business stock” tax benefits, conversions of limited liability companies, structuring and documenting “profits interests” and other favorable equity to founders, as well as M&A, joint ventures, equity and debt financings, buyouts, divestitures, and restructurings. He has significant experience in real estate and related transactions, including structuring and tax planning for private equity investment funds, joint ventures, and like kind exchanges and other tax-advantaged exit strategies, including:

  • Tax planning and structuring for private equity and venture capital investment vehicles, including the use of parallel or alternative investment vehicles, co-investment vehicles, or other similar structures to accommodate participation by tax-exempt entities and/or non-U.S. parties.
  • Implementing tax efficient structures and exit strategies for U.S. real estate projects, joint ventures or similar vehicles, including recapitalizations, in-kind distributions, leveraged recaps, as well as like-kind exchange structures pursuant to tax code section 1031.
  • Providing advice and tax structuring for investment funds and related entities in connection with secondary market purchases of debt securities and debt instruments, including distressed debt, as well as related debt modifications, workouts, foreclosures and/or related resolutions.

Pete has spoken and written extensively in areas involving private equity, venture capital, hedge and real estate funds, real estate joint ventures and distressed debt, and private equity transactions.

Pete also is an adjunct professor at the U.C. Irvine School of Law, having created and taught classes focused on Tax Planning for Real Estate Transactions, for both JD and LLM (taxation) students.