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Lili Martin-Mashburn

Lili C. Martin-Mashburn

Phone: 919.433.2824
Fax: 919.806.2057
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Lili C. Martin-Mashburn has a comprehensive background in structuring and consummating commercial real estate transactions, such as private equity funds and other joint venture arrangements.  Lili specializes in negotiating and drafting operating agreements, limited partnership agreements, and documenting equity investments in real estate, including private placements.

Lili frequently advises clients on tax issues associated with real estate and other corporate transactions, including qualified opportunity fund investments, complex like-kind exchanges under Section 1031 of the Code, and mergers and acquisitions of flow-through entities, affordable housing/low income housing tax credits, and other investment funds. She also devotes part of her practice to tax audits, including defending business audits.

Ms. Martin-Mashburn initially joined Morris, Manning & Martin, LLP as a summer associate.  Her previous experience also includes being a judicial extern for the Supreme Court of Georgia for the Honorary Keith Blackwell. She was valedictorian of her undergraduate class at North Carolina State University and graduated with honors from Emory University School of Law.  

Representative Experience

  • Advised sponsors and investors in structuring real estate fund investments and navigating the associated tax and legal issues
  • Representation of developers and investors in connection with the formation of real estate and other corporate joint venture transactions
  • Representation of numerous sponsors of both single asset and multi-asset qualified opportunity funds formed to invest in qualified opportunity zone property located throughout the country
  • Representation of a private equity fund in connection with a $11.5 million preferred equity investment for the ground-up construction of a multifamily project near Charlotte, North Carolina
  • Representation of a private equity fund in connection with a $7.5 million Co-GP investment for the ground-up construction of build-for-rent townhomes in Augusta, Georgia
  • Representation of several taxpayers in connection with requesting, and successfully obtaining, favorable Private Letter Ruling relief from the Internal Revenue Service
  • Representation of developer in connection with accommodating investors’ like-kind exchanges involving multiple exchangors, several replacement properties, and approximately $20 million in exchange proceeds
  • Representation of numerous investors in commercial real estate transactions involving complex like-kind exchanges, including so-called “swap and drop” transactions
  • Representation of publicly traded bank in connection with investments in affordable housing producing low income federal tax credits aggregating more than $100 million
  • Representation of individuals and partnerships against the Internal Revenue Service in multi-million dollar tax controversies, including successfully negotiating settlements with the Internal Revenue Service
  • Advised multiple clients on net investment income tax exemptions
  • Successfully resolved a Georgia state tax credit controversy


  • Member, American Bar Association

MMMPact in the Community

  • Georgia Pro-Bono All-Star, 2016

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