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Portrait ofChristopher Luck

Christopher Luck

Partner

CMS Cameron McKenna Nabarro Olswang LLP
Cannon Place
78 Cannon Street
London
EC4N 6AF
United Kingdom
Languages English

Chris Luck is a Partner in the Funds and Indirect Real Estate team.

Chris brings vast experience and expertise in private funds and corporate transactions for real assets and particularly for real estate. He advises UK and international clients from the funds and real estate sectors including large institutional investors.  He advises on setting up funds and acting for their investors and for listed real estate companies and REITS on transactions (both domestic and cross-border) such as mergers and acquisitions and joint ventures. 

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Relevant experience

  • Hearthstone Investments on Hearthstone Residential Fund and Hearthstone Residential Fund 2.
  • Ivanhoe Cambridge on the disposal of the Minster Building and joint venture for the development of Stonecutter Court, London.
  • Mayfair Capital Partners on The Property Income Trust for Charities, a fund for UK Charities.
  • Mitsubishi Estate on projects such as its joint venture with Legal & General for Central St. Giles, London and subsequent disposal.
  • REITS on conversions and listings including GPE, Landsec and SEGRO and for joint ventures such as the "Walkie Talkie" and the Airport Property Partnership and transactions including the sale of Rathbone Place.
  • Select Property Group on its project at Circle Square, Manchester.
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Memberships & Roles

  • Chris co-leads CMS's REITs group.
  • Chris is also a member of the EPRA Regulatory and Taxation Committee. 
  • Chris sits on the British Property Federation’s Finance Committee.
  • Chris is part of our Fintech Group for digital assets and technology.
  • Chris is an active CMS Funds Group participant and co-leads its AI & Technology activities for the tokenisation of funds and the use of blockchain technology both for funds and in relation to Proptech and ESG.
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Publications

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Lectures list

  • Chris chairs EPRA’s London Insight for the European quoted real estate sector
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Education

  • 1980-LL.B.,King's College, London
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Feed

04/03/2024
Popular investment vehicles in Singapore
Updated on May 2022 Investment vehicle Singapore Limited Part­ner­shipSinga­pore Variable Capital Company 1. Form Singapore Limited Partnership Limited Partnership Singapore Variable Capital Company Corporate...
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01/03/2024
UK REITs - refocus for funds and investors
This Back to Basics note follows our key concepts briefings, which intend to provide high-level insights regarding funds fundamentals, funds vehicles and operational considerations, available here. In this Back to Basics, we look at UK Real Estate Investment Trusts (“REITs”), including their requirements, benefits and growing use for fund structures and investment by institutional type investors in UK real estate.  Background and relevance Recent changes in UK tax legislation – most recently in the Finance Act 2024 – as well as changing investor attitudes, have bolstered investor and manager appetite for UK REITs as part of a fund or as holding vehicles (“Private REITs”). They were originally introduced in 2007 for listed companies but can now be more “private” in nature and it is no longer necessary for the REIT to be traded or listed on a recognised stock exchange if the relevant ownership requirements are met. What is a UK REIT? A UK REIT is a UK tax resident company limited by shares (or a group of companies of which the principal company is a UK tax resident) that has an HMRC approved tax status for its property rental business and associated investment in real estate assets. What are the key benefits? Prominent benefits of using UK Private REITs to hold and invest in UK property include:tax efficient structure – see Tax benefits further below;use for real estate – this can be single or multi sector asset classes and includes student accommodation, private rented sector and life sciences;private REITs can be used by funds and institutional investors – see Private REIT structures below;possible use for a single asset – a REIT can hold a single commercial property of £20 million or more; and­flex­ib­il­ity – a UK REIT can be an overseas entity, provided it is a UK tax resident, and can be a group structure. It can be managed internally or externally. REITs are also permitted to hold non‑UK assets, which will be subject to local taxes, and to carry out a limited amount of non‑real estate investment activity. REIT requirements Set out below is a diagram illustrating some of the key “qualifying conditions” of RE­ITs:me­di­umThere are other conditions such as for financing, maximum holdings of shares by single corporates as well as continuing requirements. If these are not met, a tax charge can arise, or even loss of REIT status. Tax benefits A key incentive for using Private REITs is the tax efficiencies that are offered. These efficiencies include:no UK corporation tax is payable on tax derived from the property rental business: this has particularly become more favourable for investors following the uplift in main rate corporation tax from 19% to 25% in 2023. It is required to distribute at least 90% of its rental income profits;no capital gains tax is payable on profits arising from its property investments: this includes gains on the sale of qualifying UK property rich com­pan­ies;abil­ity to eliminate tax on latent gains: REITs can eliminate latent gains in property holding companies they acquire that hold UK property and can sell such property holding companies free of latent gains. This is highly desirable for purchasers when bidding for property holding companies at a gain;tax is levied at the shareholder level than at the REIT level itself: this enables certain institutional investors to claim exemptions on profits received from the property;a company acquiring REIT status is not subject to any additional tax charges for becoming a REIT; andability to reclaim withheld tax: while distributions out of its ring-fenced profits (otherwise referred to as property income distributions (“PIDs”)) made by the REIT are subject to a 20% withholding tax, these payments can be made gross where a shareholder is a UK corporate, pension fund, local authority or charity. UK companies will be liable to corporation tax on the PIDs at the current rate of UK corporation tax. Non-resident investors may be eligible to a reduced (or nil) withholding tax rate. Recent legislative amendments of REIT law Further changes to the REIT regime have recently been made by successive Finance Acts, with the most recent in the Finance Act 2024. Many of the recent amendments seek to reduce barriers to entry which we anticipate will heighten investor interest and participation in the REIT regime and create greater flexibility in fund structuring as it can accommodate REIT subsidiaries. These include:amending the non-close condition, which applies where a company is only close because it has an institutional investor as a participator, so that it is possible to trace through the intermediate holding companies to an institutional investor which is an ultimate beneficial own­er; an­dal­low­ing more fund structures to meet the “genuine diversity of ownership” condition, by allowing the fund structure to be looked at as a whole, rather than just the investing vehicle. The amendments made in the Finance Act 2024 include a change to the definition of “institutional investors” such that authorised unit trusts, open-ended investment companies and collective investment scheme limited partnerships must meet either:a “genuine diversity of ownership” condition (i.e. it is widely marketed) can be fulfilled by looking at the fund structure as a whole rather than just the investing vehicle; ora “not a close company” condition (i.e. not controlled by 5 or fewer participators). Private REIT structures It is possible for institutional investors to hold the Private REIT directly or through a fund structure if the relevant investor and other requirements are met (see 70% institutional ownership requirement in the diagram and proposed legislative changes above). Institutional investors include relevant authorised unit trust schemes, pension schemes, sovereign wealth funds, open-ended investment companies, collective investment scheme limited partnerships, other UK REITs (or overseas REIT equivalents), UK charities and certain insurance companies. Private REITs often do not need a listing or to be traded on a recognised stock exchange. An example of a UK Private REIT structure set up as a fund is provided below. medium Luxembourg vehicles The new Luxembourg-UK double tax treaty (as explored in our separate briefing (The new Luxembourg-UK double tax treaty: key points for investors in UK real estate (cms-lawnow. com))) with its new taxing right taking effect from 1 January 2024 in respect of withholding tax, and from 6 April 2024 applying to other taxes on income and gains in Luxembourg, is anticipated to have a knock-on effect on how existing UK real estate holdings should be most effectively structured where shares or interests are held by Luxembourg holding structures. This Luxembourg-UK double tax treaty, in conjunction with the UK corporation tax increasing to 25% on 1 April 2023, is expected to propel UK real estate investors further in considering the use of Private REITs in their own structuring.  Conclusion If you would like to discuss public and private REITs and their usage in funds, joint ventures or other investment structures, please contact a member of the CMS UK Funds Group. For further information on our REITs expertise, please see our separate brochure (CMS REITs | Corporate | United Kingdom | International law firm CMS).
23/01/2024
CMS Funds Group AI & Tech interviews
This series of interviews focuses on the meaning of digitalisation, digital services and tokenisation within the funds sector, leveraging off the experience of various players in the ecosystem.
31/07/2023
Be aware of the updating requirements for overseas entities at Companies...
SummaryThe 1st of August 2023 marks the one-year anniversary of the launch of the Register of Overseas Entities (the OE Register) at Companies House and the start of the first annual update process for...
10/07/2023
Impact of AI & Technology on the Funds sector
AI & Technology are disrupting the investment funds sector, and laws and regulations are being amended to move towards a more digital environment for financial institutions, asset managers and investors.
05/07/2023
Back to Basics briefings - New briefing added!
CMS Funds Group Back to Basics briefings intend to provide high level insights regarding funds fundamentals, funds vehicles and operational considerations New briefings are published on a regular basis, covering a specific jurisdiction or topic, and providing basic essential technical explanations.
18/05/2023
CMS UK REITs
CMS is the No.1 law firm for REITs.  The CMS REITs team includes specialists in the following expertise areas:Real EstateCorporate Fin­an­ceTaxReg­u­lat­ory­Bank­ing Changes in UK tax law and investor preference...
30/10/2022
Digital Assets and Web3 Hub
At CMS we are truly interested in everything crypto, blockchain and metaverse. We enjoy cooperating with industry bodies and academics, have our voice heard in government thinking groups and tasks forces, attend and organise events and regularly publish legal briefings, research reports and opinion pieces.   This page contains some of our most recent publications. If any of the articles have your particular interest, feel free to reach out to its authors for a deeper conversation.
12/08/2022
FAQs on the Economic Crime Act
The Economic Crime (Transparency and Enforcement) Act 2022 (“Act”) provides for the setting up on 1 August 2022 of a Companies House register for overseas entities that own certain property registered...
08/08/2022
Staggered implementation of the Economic Crime (Transparency and Enforcement)...
The new Companies House Register of Overseas Entities (the “OE Register”) became operational and key parts of the Economic Crime (Transparency and Enforcement) Act (“ECTEA”) came into force on...
18/07/2022
Update on the implications of the Economic Crime Act for real estate
Alert: On 22 July 2022 it was announced that the land registration elements of the Economic Crime (Transparency and Enforcement) Act 2022 will come into force on 5 September 2022 – the effect of this...
18/05/2022
Tokenised Funds Series: Paper 4 – Disputes considerations
This publication was first published by The IA in collaboration with CMS, in September 2021