Carey Smith practices in the real estate and tax practice groups, covering a broad range of transactional and tax issues for clients primarily in the commercial real estate business. He negotiates and documents sophisticated joint venture, private equity, debt placement and similar arrangements. Given his breadth of experience, 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 tax-efficient manner, 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's tax practice focuses primarily on transactional tax planning in the United States federal income taxation of partnerships, corporations and limited liability companies. 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 John Akridge Companies in various acquisition, development, financing, joint venture and tax matters.
  • Vornado Realty Trust in the acquisition of indirect equity interests in large real estate portfolio.
  • Vornado Realty Trust in a joint venture for office development project with land owner and future tenant.
  • Vornado Realty Trust in offering to acquire limited partnership interests in entities with overlapping ownership that owned a real estate portfolio.
  • American Real Estate Partners in several joint ventures for the acquisition and/or development of commercial real estate.
  • Penzance Companies in numerous acquisition, financing, joint venture and tax structure matters.
  • Private European hotel fund in its US acquisitions, financing and cross-border tax and structure planning.


Chambers USA
Real Estate (DC) (2015-2020)
Washington Business Journal
"Top Washington Lawyers"; named a "Young Gun" (2005)


  • JD, Yale Law School, 1995
  • AB, Amherst College, 1992
  • District of Columbia
  • Maryland
  • US District Court, District of Maryland, The Honorable Peter Messitte

Email Disclaimer