Ettore A. Santucci

Ettore Santucci, a partner in the firm’s Business Law department, is co-chair of its REITs and Real Estate M&A practice, and co-chair of its Debt Capital Markets practice. He focuses primarily on capital markets transactions, cross-border transactions, mergers and acquisitions, corporate governance and executive compensation.

Ettore has extensive experience in equity and debt capital markets transactions. He regularly represents issuers (from emerging enterprises to NYSE-listed companies), underwriters, financial advisers and institutional investors in every segment of corporate finance, from exempt offerings (private placements, PIPEs and 144A/Reg S offerings), to IPOs to investment grade bonds, high yield debt, and convertible/exchangeable securities.

In his active cross-border transactional practice, Ettore regularly advises U.S. clients in outbound investments, international joint ventures and M&A, as well as Italian and Western-European clients in similar transactions inbound towards the United States. Relying on his two law degrees (U.S. and Italian), Ettore is particularly attuned to the multi-jurisdictional issues that arise in cross-border investments, strategic alliances and business combinations.

Ettore is recognized for his representation of publicly traded REITs and real estate operating companies in corporate finance (including IPOs) and M&A, as well as corporate governance and securities matters broadly. He has focused expertise in the specialized legal structures commonly used in the real estate capital markets, such as UPREITs and downREITs, and in executing portfolio acquisitions.

Ettore is lead corporate and securities counsel for publicly traded companies in a variety of industries, advising them in all aspects of disclosure, corporate governance, corporate finance, executive compensation and securities law compliance. He also advises issuers and bondholders in debt restructurings, exchange offers and tender offers. Ettore has extensive experience in M&A, advising both acquiring and target companies.

Ettore is the former chair of the ABA Business Law Section’s Legal Opinions Committee, and was the reporter for the ABA Legal Opinions Committee’s report on cross-border legal opinions of U.S. counsel. He is also a member of the TriBar Opinion Committee, the American Law Institute, and member of the Board of Directors of the Working Group on Legal Opinions.

He is a member of the Boston, American and International Bar Associations.

Prior to joining Goodwin, Ettore was an associate at White & Case in New York City and was on the staff of NOMISMA, an economic research foundation in Italy, where he maintains extensive contacts.

Ettore has been recognized by The Best Lawyers in America Best Lawyers for his work in Corporate Law, Real Estate Law and Securities / Capital Markets Law 2022-2023.

Ettore has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business (Capital Markets: REITs), Chambers USA: America’s Leading Lawyers for Business (Capital Markets: REITs – National and Corporate/M&A: Capital Markets – Massachusetts). He has also been listed in U.S. News-Best Lawyers and The Legal 500 U.S.

Ettore is a frequent speaker on a variety of topics. His representative articles include:

• Co-Author, “REIT Disclosure Requirements When Acquiring or Disposing of Real Estate Operations,” The Real Estate Finance Journal, April 28, 2023
• Co-Author, "The Past, Present and Future of the Non-Traded NAV REIT Structure," Goodwin Client Alert, January 23, 2020
• Contributor, “Ch. 6 – International Agreements, The Application of a Law Other Than the Law Stipulated in the Agreement,” Commercial Contracts Wolters Kluwer 4th Ed., 2019
• Author, “The Second Circuit’s Marblegate Decision and Third Party Legal Opinions in Debt Restructurings,” Business Law Today, November 2017
• Author, “How Can US and Non-US Lawyers Work Together to Improve Opinion Practice in Cross-Border Transactions?,” Business Law Today, January 2017
• “Implications of the European Bail-In Legislation for Opinions on Credit Facilities in the United States,” In Our Opinion, The Newsletter of the ABA Legal Opinions Committee, Spring 2016
• Reporter, “Cross-Border Closing Opinions of U.S. Counsel,” 71 Bus. Law. 139, Winter 2015-2016
• “Cross-Border Opinions,” 69/3 International Law Practicum– a publication of the International Law Section of the New York State Bar Association, Fall 2014
• Co-Author, “Some Thoughts on the Implications of Recent Developments for the Future of Opinion Practice,”  68 Bus Law 997, 2014
• Co-Author, “Evolution of the Non-Traded REIT Industry and the Benefits of Perseverance,” Goodwin Client Alert, February 2012
• Co-Author, “‘At the Market’ Offerings: Raising Equity Capital in Volatile Markets,” Derivatives, May 2009
• “Seeking Equity Capital: What’s the Best Way to Sell in Today’s Economic Climate?,” Real Estate Law & Industry Report, April 2009
• “Cash Conservation Strategies for US REITs,” Taxation of Investment Funds: 2009, February 2009
• “Operating Under the New Form 8-K Accelerated and Expanded Reporting Requirements,” The Real Estate Finance Journal, Winter 2004
• “The New Form 8-K: Interpretive Issues for REITs and REOCs,” The Real Estate Finance Journal, Winter 2004
• “Resolution of the Sovereign Debt Crisis Through the IMF,” 14 Denver Journal of International Policy 1, 1985
• “The US Supreme Court and Worldwide Unitary Taxation,” 15 B.C. L. Rev. 645, 1984