John Rayis represents clients on a wide range of tax matters, including complex corporate and partnership transactions, mergers and acquisitions, REITs, debt offerings and restructurings, joint ventures and financings, Section 1031 like-kind exchanges, project financings, sale/leaseback transactions and tax-exempt financings. He also advises clients on foreign investments.


Mr. Rayis has served as the tax adviser for companies in a variety of industries, including financial services, cell towers, timber, data centers, private prisons and health care. Mr. Rayis also was the tax adviser for the Fortress Investment Group in its initial public offering as a publicly traded partnership, and its various REITs and RICs, private equity funds and international portfolio companies. He has represented companies as diverse as Moelis & Company in its "Up-C" initial public offering, as well as sunglass manufacturer Oakley Inc. in its IPO on the New York Stock Exchange.

Mr. Rayis has advised on transformative REIT spin-off transactions, including HCP, Inc.’s 2017 REIT spin-off of its HCR ManorCare portfolio of skilled nursing and assisted living assets into Quality Care Properties, Inc.; Darden Restaurants, Inc.’s tax-free REIT spin-off of select real estate and restaurant assets into Four Corners Property Trust, Inc.; CBS Corporation’s tax-free REIT spin-off of its billboard business into Outfront Media.; Cincinnati Bell’s REIT spin-off of its data center business into CyrusOne Inc.; Penn National Gaming Inc. in its tax-free REIT spin-off of its real-estate holdings into Gaming and Leisure Properties Inc.; and Potlatch Corporation’s tax-free spin-off of a taxable REIT subsidiary into Clearwater Paper Corporation.

Mr. Rayis also represented Global Signal, the first cell tower REIT, and The Anderson-Tully Company, the first timber REIT. He represents HCP, Inc., one of the nation’s largest health care REITs, in several recent acquisitions and securities offerings. Mr. Rayis also advised Crown Castle International Corp. and The GEO Group Inc. in their respective REIT conversions. He also has represented the following other REITs: Alexandria Real Estate Equities, Inc. (lab space); American Capital Agency Corp. (mortgage); American Land Lease, Inc. (mobile homes); Apartment Investment and Management Company (AIMCO) (apartments); Babcock & Brown GPT REIT Inc. (retail centers); Care Investment Trust Inc. (diversified); JER Investors Trust, Inc. (mortgage); Longview Fibre Company (timber); Menasha Forest Products Corporation (timber); Nationwide Health Properties, Inc. (health care); Newcastle Investment Corp. (hybrid); Potlatch Corporation (timber); Quadra Realty Trust, Inc. (mortgage); Starwood Properties, Inc. (diversified); Western Asset Mortgage Capital Corporation (mortgage); and Westfield America, Inc. (shopping malls).

Mr. Rayis repeatedly has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business in the Capital Markets: REITs category, in Chambers USA: America’s Leading Lawyers for Business as one of America’s leading REIT tax lawyers and in The Best Lawyers in America. He also is admitted to practice before the U.S. Supreme Court.



  • LL.M., University of Michigan, 1980
  • J.D., Wayne State University, 1979 (cum laude)
  • B.S. and B.A., Michigan State University, 1977 (with Honors)


  • California
  • Illinois


  • Chairman, Corporate Tax Section, Los Angeles County Bar Association (1992-1993)


  • Member, Advisory Board, Journal of Taxation of Corporate Transactions
  • Clinical Assistant Professor, University of Southern California, School of Business Administration (1992)