Evan Hudson

Evan Hudson is an acknowledged leader among a new generation of real estate capital markets lawyers.

He draws on skills honed over more than a decade of concentration in the structuring of real estate investment vehicles, including private funds, DSTs and REITs (publicly traded, non-traded and private).

Evan has made a conscious decision not to spread himself too thin with a broad corporate practice, and the resulting depth of knowledge is what sets him apart. His technical writings are widely read, and Evan’s clients rave about his ability to provide business guidance that goes far beyond the value of the legal services provided.

In fact, since 2008, Evan has advised clients in raising billions of dollars of equity capital. These funds have flowed to sponsors through IPOs, follow-on public offerings and private placements, creating a voluminous track record of helping clients to grow our nation’s cities and infrastructure.

With respect to asset management, on the institutional side, Evan represents some of the largest private REITs in the world. On the retail side, Evan helps sponsors tap the large and growing pool of capital controlled by “mass affluent” and high-net-worth private clients. Whether representing successful real estate entrepreneurs or the most sophisticated institutional asset managers, Evan helps them to build durable and lucrative retail-facing businesses while abiding by all relevant securities laws.

Regarding publicly traded REITs, Evan advises on disclosure issues and corporate matters. He understands the criticality of raising funds to execute business plans, and he knows the market and enjoys helping managers to achieve their most ambitious goals.

Evan is also among the nation’s leading advisors in the retail alternative investment space. His knowledge extends to non-exchange-traded, portfolio-diversifying investments such as perpetual-life NAV REITs, lifecycle REITs, “Reg D” products, DSTs and Qualified Opportunity Funds. He frequently writes and speaks on such topics, and he has participated in writings issued by the Investment Program Association (now the Institute for Portfolio Alternatives). He has served on the Legislative & Regulatory Committee of the Alternative & Direct Investment Securities Association and is actively involved with the IPA.

In addition to helping with capital-raising, Evan brings unique experience in advising issuers as they respond to hostile mini-tender offers and assert their rights vis-à-vis commercial counterparties. Evan also deals regularly with DTCC’s Alternative Investment Product (AIP) platform, “back-office” securities custody issues and transfer agency matters.

Prior to joining Stroock in 2018, Evan spent three years as the co-chair of the Real Estate Capital Markets Practice Group at Duval & Stachenfeld LLP.

• Capital Markets / Securities / Debt Finance
• Corporate Real Estate
• Private Funds and Asset Management
• REITs
• Real Estate Investment Management

• UMH Properties (NYSE:UMH), the owner and operator of a portfolio of 122 manufactured home communities with approximately 23,000 developed homesites, with the launch of ATM programs for $100 million in common stock and $100 million in preferred stock in 2020
• Sovereign Partners in its formation of a commercial real estate fund to acquire value-add office properties.
• A multinational asset manager in the restructuring of its $43 billion private real estate fund.
• A private real estate investment company in its sponsorship of a DST focused on retail investors and targeting single-tenant triple-net-lease assets.
• A TIC sponsor in its syndication of equity interests to investors.
• JPMorgan in private REIT and corporate matters.
• Carr Properties in private REIT matters.
• The Lightstone Group in the development of a private real estate offering.
• A multi-product non-traded REIT sponsor in reviewing its advertising initiatives.
• An emerging non-traded REIT sponsor in negotiations to acquire an alternative investment distribution network.
• A sponsor in its launch of a “mini-IPO” under Regulation A.
• Highlands REIT in:
  • its responses to unsolicited mini-tender offers;
  • its agreements with securities custodians;
  • AIP matters; and
  • general corporate and securities matters.
• A self-managed non-traded REIT in matters relating to its transfer agent.
• A $2 billion-plus self-managed non-traded REIT in general corporate and securities matters.
• A private opportunistic-focused real estate company in the structuring of a $2 billion non-traded mortgage REIT.
• An emerging sponsor in its formation of a $200 million private REIT to acquire commercial real estate debt.
• A U.S. platform in the planning of a synthetic security intended to allow U.S. investors to invest in Latin American CRE debt through a first-of-its-kind trust structure.
• An emerging West Coast-based sponsor in devising a unique REIT-related exchangeable security product.
• An East Coast-based multifamily investor in the placement of interests in a private fund intending to hold a multifamily portfolio.
• Cantor Fitzgerald Investors in the negotiation of purchase agreements for net-lease real estate assets.
• A private investment company in its public company investments.
• A music streaming service company in its leasing matters.
• American Realty Capital Properties (now VEREIT) in:
  • several follow-on offerings of shares of common stock, including its raise of approximately $1.6 billion in net proceeds; and
  • the proposed spin-off of its multi-tenant shopping center business into ARCenters, a publicly traded REIT.
• American Realty Capital New York Recovery REIT (now New York REIT) in its $1.7 billion initial public offering.
• RCS Capital Corporation in its $50 million initial public offering and a $503 million follow-on / secondary offering.
• The Lightstone Group in:
  • a $50 million self-tender offer by its first non-traded REIT, as well as the filing of a registration statement on Form S-3D for the entity’s distribution reinvestment program;
  • the $324 million follow-on offering for its second non-traded REIT, as well as the filing of a registration statement on Form S-3D for the entity’s distribution reinvestment program;
  • the $395 million initial public offering of its third non-traded REIT; and
  • the $395 million initial public offering of Lightstone Real Estate Income Trust, a non-traded mortgage REIT.
• United Realty Trust Incorporated in its initial public offering.
• Inland American Real Estate Trust (now InvenTrust Properties) in:
  • its spin-off of a portion of its lodging portfolio into publicly traded REIT Xenia Hotels & Resorts; and
  • its responses to several unsolicited third-party mini-tender offers.
• Inland Real Estate Corporation in connection with its underwritten public offering of $97 million of preferred stock.
• The advisor and dealer manager of United Development Funding Income Fund V in the REIT’s $1.0 billion initial public offering.
• Phillips Edison – ARC Grocery Center REIT II, its advisor and its dealer manager in the REIT’s $2.5 billion initial public offering.
• A publicly traded REIT in a proposed common stock PIPE offering.
• A non-traded REIT in its bid to acquire a $200 million portfolio of multifamily joint ventures.
• The audit committee of a non-traded REIT in negotiations with inside directors relating to advisory fees, which were settled favorably with the execution of a restated advisory agreement.
• Ares Commercial Real Estate Corporation in its $142 million initial public offering.
• FundCore Institutional Income Trust, its dealer manager and its advisor, an affiliate of Dividend Capital Group, in the mortgage REIT’s $750 million initial public offering.
• BofA Merrill Lynch and the other underwriters in the proposed initial public offering of Morgan Properties Trust.
• Barclays Capital and the other underwriters in a $284 million follow-on offering for Cypress Sharpridge Investments (now CYS Investments).
• Merrill Lynch & Co. and the other underwriters in a $436 million follow-on offering for Host Hotels & Resorts.
• The underwriters in proposed public offerings by Vornado Realty Trust.

• New York Real Estate Journal 2019 Ones to Watch
• Real Estate Weekly Rising Stars 2019

• Chair Elect, Industry Products Committee, Institute for Portfolio Alternatives

• Speaker, "Evan Hudson and Elsa Ben Shimon Discuss SPACs and Real Estate," Stroock Podcast, January 2021
• Panelist, "Future of Capital Markets," Canadian Association of Alternative Strategies and Assets, November 18, 2020
• Panelist, “Qualified Opportunity Zones: Formation Issues,” NYSSCPA Qualified Opportunity Funds and Opportunity Zones Symposium, June 19, 2019
• Speaker, “Non-Traded REITs: What You Need to Know,” Strafford CLE webinar, June 13, 2019
• Speaker, “Equity Capital-Raising Options for Real Estate Sponsors,” Association of Corporate Counsel webinar, May 16, 2019
• Moderator, “REITs: Reg A+,” ADISA 2017 Spring Conference, April 3, 2017
• Guest speaker, “The Legal Climate for IPOs, Reg D, Non-Traded and More,” BB&T Capital Markets conference call, June 22, 2016
• Panelist, “Investing in REITs,” Family Office Networks New York City Conference, May 25, 2016

• Co-author, “SEC Amendments to Regulation S-T and EDGAR – Electronic Signatures,” Stroock Client Alert, December 16, 2020
• Co-author, “Overview of SEC Reforms to the Exempt Offering Framework,” Stroock Client Alert, November 25, 2020
• Co-author, “SPACs and Real Estate,” Stroock Client Alert, October 29, 2020
• Co-author, "SEC Expansion of Definitions of Accredited Investor and Qualified Institutional Buyer; Effective Date December 8, 2020," Stroock Client Alert, October 13, 2020
• Co-author, “Navigating Coronavirus: Updates for REIT General Counsel,” Stroock Special Bulletin, April 9, 2020
• Co-author, “Navigating Coronavirus: A Guide for REIT General Counsel,” Lexis Practice Advisor, March 2020
• Author, “In the Beginning Was the REIT,” Bloomberg Tax, December 10, 2019
• Co-author, “SEC Clarifies: No Special Treatment for Qualified Opportunity Zone Funds,” Stroock Special Bulletin, July 24, 2019
• Co-author, “Will QOFs Cannibalize the 1031 Industry?” Alternative Investments Quarterly, Spring 2019
• Co-author, “SEC Proposes Offering Reforms for BDCs and Registered Closed-End Funds,” Stroock Special Bulletin, March 26, 2019
• Co-author, “Opportunity Zone REITs—A Path to the Retail Market?” Stroock Special Bulletin, March 22, 2019
• Co-author, “QOF vs. 1031—Which Tax Deferral Structure Should I Use?” Commercial Observer, March 11, 2019
• Author, “What Real Estate Asset Managers Need to Know About DSTs,” Real Estate Weekly, February 4, 2019
• Author, “Why Retail?” Alternative Investments Quarterly, Summer 2018
• Author, “The Reg A+ Limit May Increase to $75 Million. Does it matter?” The DI Wire, April 23, 2018
• Author, “How to Lay Off Equity in Your Real Estate Portfolio — While Retaining Control,” October 9, 2017
• Author, “Mini-Tender Offers – The Good, The Bad And The Ugly,” The DI Wire, February 20, 2017
• Author, “Crowd-Fund a Commercial Real Estate Deal? Not Quite Yet,” Mortgage Observer, March 2014
• Author, “C-Corp to REIT: What’s behind today’s conversion trend?” Commercial Investment Real Estate Magazine, November/December 2013
• Co-Author, “A Guide to Non-Traded REITs,” Practical Law Company, 2013

Quoted in:

• “How the coronavirus crisis is gutting real estate,” The Real Deal, April 2, 2020
• “How will coronavirus affect global CRE deal volume?” The Real Deal, March 23, 2020
• "Supermarkets Are Packed. How Will REITs That Own Grocery-Anchored Centers Perform in the Long-Term?" National Real Estate Investor, March 19, 2020
• “SEC Eyes Revamp of Disclosure Rules for Real Estate Industry,” Thomson Reuters, March 16, 2020
• “In a Highly Competitive Acquisition Market, REITs Are Treading Carefully,” National Real Estate Investor, October 25, 2019
• “For Non-Traded REITs, Closing Time Comes Quickly,” GlobeSt.com, September 18, 2019
• “Out of the Comfort Zone: Newbies Take to Opportunity Zones,” Commercial Observer, January 22, 2019
• “Stroock & Stroock & Lavan’s Evan Hudson on Non-Traded REITs and Mini-Tender Bidders,” Commercial Observer, October 12, 2018
• “Cushman IPO Pits Debt Against Market Stability,” CoStar, July 25, 2018
• “An insider’s guide to real estate syndication,” The Real Deal, December 5, 2017
• “Conference Report: Reg-ucation,” Real Estate Investment Times, June 27, 2017

New York

J.D., Harvard Law School, 2007

A.B., magna cum laude, Harvard College, 2004