Deborah S. Froling

(202) 828-2319
(202) 828-2488 Fax

Ms. Froling has extensive experience in public and private offerings of debt, equity and convertible securities as both issuer's and underwriter's counsel primarily for real estate companies. She has closed public and private debt and equity offerings, primarily for REITs and other real estate companies, as well as non-traded equipment finance and oil and gas companies, and business development companies. She has also structured and closed numerous tenant in common syndications and has worked with public and private company clients providing general corporate counseling and advising on periodic and annual reporting and other SEC disclosure requirements.

Previous Work

Previously, Ms. Froling worked for two national law firms in Washington, D.C. and a nationally recognized law firm in real estate securities in Richmond, Virginia. Ms. Froling also was an attorney-advisor in the Division of Corporation and Finance at the SEC where she examined and analyzed transactional and periodic filings for compliance with federal securities laws, primarily for REITs and syndicated limited partnerships.



  • Co-author, Comment Letter to the North American Securities Administrators Association (NASAA) Regarding Proposed standard operating procedures (SOP) on the Use of Electronic Offering Documents and Electronic Signatures. Sent on behalf of the Alternative & Direct Investment Securities Association (ADISA), November 2, 2016.
  • "Women in-House Counsel Practice Resiliency," The National Law Review, October 17, 2013.
  • "The Jumpstart Our Business Startups Act or the 'JOBS Act': Reducing Regulation on Public and Private Offerings," Client Alert, April 10, 2012.
  • "The Dodd-Frank Act: A Brief Summary of its Impact on Regulation D Private Offerings, Non-Accelerated Filers, Fiduciary Standards for Registered Representatives and Investment Advisers, and Private Fund Advisors," Client Update, August 2010.
  • "The ABCs of Securities Licenses, FYI," Tenant in Common Association publication, Spring 2009.
  • "Like-Kind Exchanges and Qualified Intermediaries – Where Are We Now?" co-authored with Elizabeth Mullen, Mid-Atlantic Real Estate Journal, September 2009.
  • "Securities vs. Real Estate: Is the NAR Exemption the Final Word?" TIC Talk Newsletter, Omni Brokerage, Fourth Quarter 2007.
  • "Tenancies in Common and Limited Partnerships: Is there a Difference?" New York Real Estate Journal, February 2007.
  • "So you want to be a TIC sponsor? Some things you need to understand first," New York Real Estate Journal and New England Real Estate Journal, January 2006.