Overview
Mohsen Ghazi advises family offices, fund sponsors, and high-net-worth individuals on the tax-efficient structuring of investment funds and family office vehicles, both domestically and internationally.
Mohsen focuses his family office practice on the formation and restructuring of family offices and private trust companies; the establishment of incentive equity programs for key personnel; and advising on pre-immigration planning, expatriation strategies, and related matters involving international and partnership taxation.
In his fund structuring practice, Mohsen advises fund sponsors and investors across multiple asset classes, with a particular emphasis on real estate, infrastructure, private credit, and other alternative investments. His experience includes structuring qualified opportunity zone (QOZ) funds; qualified small business stock; real estate investment trusts (REITs); regulated investment companies; insurance-dedicated investment structures; and cross-border feeder funds designed to accommodate the tax sensitivities of institutional investors, family offices, and private clients.
Before joining McDermott, Mohsen was a transactional tax lawyer at a leading international law firm where he focused on the tax aspects of complex business and investment transactions. He subsequently served as deputy general counsel and managing director at a top-ranked multifamily office with more than $60 billion in assets under management and a $4 billion private capital platform. In that role, he advised high-net-worth individuals, families, and their advisor teams and led the structuring of innovative retail-focused alternative investment products, including semi-liquid funds registered under the Investment Company Act of 1940 (’40 Act) and business development companies.
Results
Family Office & Private Capital
- Advised multiple multibillion-dollar family offices on the formation, restructuring, and tax-efficient structuring of governance, incentive equity, succession planning, and investment platforms.
- Provided pre-immigration, expatriation, and cross-border tax structuring for several high-profile global entrepreneurs and families, optimizing inbound U.S. and outbound investment planning.
- Structured QOZ funds and other bespoke investment vehicles for family offices, optimizing complex investment and tax planning objectives.
- Advised a prominent privately-held company in an approximately $2.7 billion recapitalization involving major sovereign wealth funds and global family offices, structured to provide liquidity for a significant U.S. sports franchise investment.*
Real Estate & Infrastructure Funds
- Structured and advised on the formation of real estate and infrastructure investment funds totaling more than $5 billion, including continuation funds, joint ventures, REITs, and cross-border feeder structures.*
- Structured tax-efficient joint ventures involving institutional real estate investors, including a sovereign wealth fund with more than $1 trillion in assets, international pension funds, and global investment managers.*
- Advised a leading sponsor on tax structuring for one of the earliest NAV-based, non-traded REITs, now with approximately $10 billion in assets under management.*
Private Equity, Credit & Retail Fund Structuring
- Led the structuring of a retail-oriented secondaries fund organized as a tender offer fund registered under the Investment Company Act of 1940 (’40 Act), with over $1 billion in committed capital.*
- Advised global private equity sponsors in structuring flagship private equity and private credit funds totaling more than $10 billion in committed capital, managing complex international tax and regulatory considerations.*
- Launched and structured a $1 billion private credit and insurance dedicated fund, enabling tax-efficient access for RIA and individual channels to private markets.*
M&A, IPOs & Restructuring
- Represented global private equity sponsors and strategic acquirers in mergers, acquisitions, and restructurings totaling more than $15 billion, advising on bespoke tax structuring, execution, and sponsor-led reorganizations.*
- Structured a $1.6 billion IPO utilizing an Up-C structure and tax receivable agreement for a sponsor-backed life sciences company.*
- Advised on Chapter 11 restructurings and bankruptcy reorganizations totaling more than $5 billion, addressing complex tax, creditor, and sponsor-led structuring considerations.*
*Matter handled prior to joining McDermott.
Recognitions
- Lawdragon, The 500 Leading Global Tax Lawyer Honoree, 2025
Community
- iMentor, volunteer mentor
- Helping Youth Through Personal Empowerment (HYPE), civic engagement scholar
Credentials
Education
University of Michigan Law School, JD, 2016
Kalamazoo College, BA, cum laude, 2010
Admissions
Illinois
Languages
English
Hindi
Spanish
Urdu