Real Estate

Our lawyers know how to get deals done while protecting our clients’ interests.

The lawyers in our Real Estate Group know how to get deals done. We focus on our clients’ goals, often balancing complex and competing interests. We apply our deep experience to identifying, managing, and mitigating risk for our clients in their real estate transactions.

Our Real Estate Group acts on behalf of landlords and tenants, buyers and sellers, developers, property managers, owners, contractors, and brokers. We bring an integrated approach in order to comprehensively address real estate issues embedded in corporate transactions, arising from commercial litigation, or in the bankruptcy context. Because of our litigation experience, we understand the critical need for proper drafting to minimize litigation risk.

We have particular expertise in negotiating commercial lease transactions for both landlords and tenants in transactions ranging from relatively small office and restaurant leases to those involving hundreds of thousands of square feet of space. We have negotiated ground leases, subleases, shopping center, restaurant, retail, industrial, and garage leases..

We regularly represent domestic and international corporations, investors, and high-net-worth individuals in the purchase and sale of office buildings, apartment and loft buildings, shopping centers, and residential units. We guide our clients to maximize their returns and secure the most valuable and flexible financing. We represent both borrowers and lenders in commercial real estate transactions, and have closed loans from as little as one million to hundreds of millions of dollars, requiring sophisticated knowledge of financial markets.

Real Estate Litigation

We bring our considerable experience in the real estate industry to advocate for the rights of property owners, landlords, and tenants, including in disputes involving leases, construction deficiencies, purchase agreements, and New York “good guy guaranties.” We are often called upon to act swiftly and aggressively to protect our client’s interests, such as securing Yellowstone injunctions to prevent the termination of a lease, obtaining attachments on real property to secure an eventual judgment, and prosecuting and defending other emergency applications relating to the preservation of interests in real property. We also maintain an in-depth understanding of the continually changing regulatory landscape, including during the pandemic, which allows us to advise our clients on how applicable regulations may affect their rights in a dispute so that informed financial decisions can be effectively made. Many of our cases, including intercompany partnership disputes, arise in the context of entities that own or operate real estate, and we are experienced in the complex litigation issues that arise under partnership and operating agreements, as well as the practical aspects of business resolutions that result in the transfer of property interests.

Case Study

International Business Practice

Foreign Issuer NASDAQ IPO

The Situation

A United Kingdom-based biotechnology company wanted to raise capital in the United States through an Initial Public Offering (IPO) and list on a US national exchange (Nasdaq) for the offering. Among the issues that needed to be resolved:

Deciding whether to remain a UK corporation or reorganize into an offshore jurisdiction, such as the Cayman Islands;
Finding a solution to the UK stamp tax imposed on share transfers of UK issuers which the US securities market electronic transfer system cannot accept responsibility for; and
Addressing a number of accounting statement timing and presentation issues to satisfy the UK issuer and SEC regulations (Form F-1)

The Solution

The GEABP team, working with UK counsel, helped the UK issuer explore different alternatives to satisfy the various issues and stakeholder constituencies:

After evaluating many jurisdictional and reorganization issues, including potential tax considerations of the pre-public shareholders of the UK issuer, it was determined that the UK issuer would remain as a UK corporation for operational, research grant and tax considerations. However, that decision raised the second consideration of being able to issue securities in the US and the transfer of shares in the US markets without having the UK stamp tax burden.
In order to avoid the UK stamp act on US market transfer, the GEABP team introduced the UK issuer to the American Depositary Share (ADS) concept and made an introduction to Bank of New York Mellon as an ADS issuer.
Throughout the IPO process, as the offering shaped up, the GEABP team advised the UK issuer on its SEC disclosure about the business operations, securities offered, management, and financial statement requirements. The GEABP team negotiated and advised on the offering documentation, all of which was under New York law.

The Result

The UK issuer successfully completed its IPO in February 2022, listing on Nasdaq. The securities offered were shares in the form of ADSs and warrants for ordinary shares that would be converted to ADSs upon the warrant exercised for deposit into the DTC system.

Contacts