Sarah Ralph advises clients on a wide range of federal income tax planning matters, including REITs; partnership transactions; mergers, acquisitions and dispositions; reorganizations; private and public securities offerings; financings; foreign investments in the U.S., including under FIRPTA; private equity transactions; and issues involving tax-exempt organizations.


Ms. Ralph has represented clients in various tax-free and taxable acquisitions, dispositions, financings and restructurings. She has worked with numerous REIT clients in transactional and operational planning, including Alexandria Real Estate Equities, Inc.; Arbolada Capital Management; Apartment Investment and Management Company (AIMCO); CBS Outdoor Americas, Inc.; Crown Castle International Corp.; The GEO Group, Inc.; Gyrodyne Company of America; Penn National Gaming, Inc.; S.L. Green Realty Corp.; and Westfield America Inc. In addition, Ms. Ralph has represented Fortress Investment Group and its REITs and RICs, private equity funds and portfolio companies, as well as Ball Corporation; CF Industries, Inc.; Covanta Holding Corporation; Diversey Holdings, Inc.; and Severstal North America in various M&A transactions and federal income tax planning matters.

Ms. Ralph also has assisted numerous clients obtain private letter rulings from the IRS, including several private letter rulings regarding novel REIT issues.

In addition to acquisitions and other transactional work, Ms. Ralph represents U.S. and international corporations and investment banks in connection with public offerings of debt, equity and other financial instruments. In this area, she has advised, among others, AutoNation, Inc.; Credit Acceptance Corp.; Getty Realty Corp.; J.C. Penney; Omega Healthcare Investors, Inc.; Springleaf Finance Corporation; and Starwood Property Trust, Inc.

In 2016, Ms. Ralph was named the Rising Star for tax at Euromoney Legal Media Group’s fifth annual Americas Women in Business Law Awards. Ms. Ralph also has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and named in International Tax Review’s “Women in Tax Leaders” supplement.



  • J.D., Northwestern Pritzker School of Law, 2003
  • B.A., Harvard University, 1997


  • Illinois