Sullivan
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Biography

Paul has primarily worked with public and private REITs in sectors ranging from the traditional, such as office, hotel, apartments, senior housing, and industrial, to the nontraditional, such as timber, communications towers, business storage, electricity transportation and distribution, and data centers, as well as with sponsors of real estate ownership vehicles, investment partnerships, and large and midsize corporations. He focuses on structuring and compliance work, including cross-border transactions, with extensive experience in REIT private letter ruling requests for novel situations and issues.

Education
  • Harvard Law School (J.D., magna cum laude)
  • Cleveland State University (M.B.A.)
  • Cleveland State University (B.B.A.)
Bar & Court Admissions
  • Massachusetts
Professional Qualifications
  • American, Massachusetts and Boston Bar Associations
  • American Institute of Certified Public Accountants
Awards & Honors
  • Accounting Alumnus of the Year, Cleveland State University (2008)
  • Sears Prize, Harvard Law School, awarded annually to the two highest-ranked students (1997-1998)
  • Elijah Watt Sells Gold Medal, AICPA, awarded annually for the highest score on Uniform CPA Examination (November 1990)
Representative Matters
  • REIT formation, organization and acquisitions
  • Real estate ownership vehicle structuring and formation
  • Timber transactions
  • General federal and state tax matters
Viewpoints
All Viewpoints
Selected REIT Tax Issues in Constructing a Data Center
Update In its May 29, 2026 letter to the IRS in response to Notice 2026-23, Nareit offered suggestions regarding regulatory guidance to be placed on the 2026-27 IRS Priority Guidance Plan (2026-27 PGP). Nareit urged the IRS and Treasury Department to provide guidance that certain data center construction-related assets — such as advance deposits for materials, prepayments, and construction-in-progress accounts — qualify as acceptable assets under REIT asset tests. In arguing that this guidance is critical, Nareit cited Sullivan & Worcester LLP's memorandum as offering a detailed technical explanation on the topic.  Ameek Ashok Ponda, Cameron Cosby, Sarah Wellings and Paul Decker co-authored a new memorandum titled "Selected REIT Tax Issues in Constructing a Data Center" on May 26, 2026. As investment in digital infrastructure accelerates, developers and investors are facing increasingly complex REIT Tax considerations tied to data center construction. This memorandum provides an analysis for treating deposits and soon-to-be-affixed materials and components as, respectively, “cash items” and “real property” under the REIT rules and calls on the Treasury and IRS to issue confirmatory guidance.
Sullivan & Worcester Submits Comments to IRS Urging Caution in Applying Cloud Transaction Framework to REIT Rules
On June 9, 2025, Sullivan & Worcester submitted a comment letter to the Internal Revenue Service (IRS) in response to Notice 2025-6, which requests public input on the possible expansion of the cloud transaction framework under Treasury Regulations §§ 1.861-18 and 1.861-19 to other parts of the Internal Revenue Code. The letter, authored by Tax Partner Ameek Ashok Ponda with contributions from Cameron Cosby, Sarah Wellings, Paul Decker, David McLaughlin, Connie Lee and Shannon Doherty, cautions against applying the analytical approach developed for cloud transactions to provisions such as Sections 856–859 governing real estate investment trusts (REITs). The comments reaffirm the position originally taken by Ponda in 2019—that the sourcing-focused framework of the cloud transaction regulations is not appropriate for interpreting REIT rules, which have evolved under a different statutory and regulatory structure. In particular, the letter emphasizes that classifying composite arrangements as “services” under the cloud framework would conflict with Congressional intent, decades of IRS guidance, and settled market precedent recognizing such arrangements as qualifying REIT rents.