Skip to main content

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. His primary focus is negotiating and documenting transactions for equity investments in real estate, including single-asset joint ventures, programmatic and platform joint ventures, and real estate funds. He handles the panoply of issues related to equity transactions, such as buy/sells, forced sales and other exit provisions, required capital and dilution, major decisions and dispute resolution, tax efficient planning and the crystallization or buyout of promotes. He represents all participants in joint ventures, from sponsors, developers and managers to institutional investors and family offices.

Mr. Smith also has broad experience in complex real estate transactions, such as acquisitions and dispositions, debt financing, and local and federal tax incentives. He regularly advises clients on structuring investments to comply with the new federal Opportunity Zone program. 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 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) (2015-2023)
Washington Business Journal
"Top Washington Lawyers"; named a "Young Gun" (2005)



  • J.D., Yale Law School, 1995
  • A.B., Amherst College, 1992


  • District of Columbia
  • Maryland
  • California


  • U.S. District Court, District of Maryland, The Honorable Peter Messitte