(Lynne Marek is a staff reporter for the National Law Journal, where this article, in slightly different form, originally appeared. The Journal is published by ALM, the parent organization of Real Estate Media, which publishes GlobeSt.com.)
Real estate attorneys, long known as "dirt lawyers," are adopting more of the deal-making skills of their corporate counterparts. This transformation is a direct result of two immense forces with one essential need. Amidst the frenzied pace of mergers and acquisitions and the signing of massive multi-property sales transactions, the need is clear for attorneys who not only understand how to assess properties but can also play a role in crafting a transaction strategy.
"The lines have blurred between a real estate and a corporate lawyer because there's so many financial concepts that are used more and more in the real estate world," said Jay Neveloff, a partner at Kramer Levin Naftalis & Frankel in New York City. "Clients need more than a scrivener, they need a strategist."
The increased volume of M&As--particularly involving publicly traded REITs--is a major force behind the stepped-up role of real estate attorneys, the lawyers say. According to the Washington, DC-based National Association of Real Estate Investment Trusts, 2006 was the biggest year ever for mergers and acquisitions, valued at $117.2 billion. That nearly quadrupled the two prior years combined, with each logging about $15 billion.
The role of real estate attorneys is also being expanded by the increased complexity of the multi-asset transactions and the shorter time frames in which clients expect the deals to be done, the lawyers say. With the transactions more likely to include publicly traded companies, competitive bidding and a duty to shareholders, lawyers are also stretching their skills, they report.
"There was a need to have a combined understanding of the underlying real estate business and the ability to execute transactions," says Stephen Tomlinson, head of the real estate practice group at Chicago-based Kirkland & Ellis. Tomlinson, who works in the Chicago and New York offices, says he spent more than half of his time in 2006 on REITs and other merger transactions, compared with 10% or less in the past.
To review just some of the highlights of 2006, the biggest REIT sale ever involved Chicago-based Equity Office Properties Trust, which agreed in November to be sold to Blackstone Real Estate Partners for $36 billion. In October, BlackRock Realty and Tishman Speyer Properties LP purchased the Stuyvesant Town-Peter Cooper Village apartment buildings in New York City for $5.4 billion in the biggest-ever transaction of that type. Tishman in December also agreed to sell a single Manhattan skyscraper to the Kushner family of New Jersey for a record-breaking $1.8 billion.
"I've seen our role expand as a result of the increasing pressure to deploy larger and larger amounts of capital," says Andy Sucoff, who leads the real estate group at Goodwin Procter in Boston. Sucoff and his partners joke with retiring real estate attorneys about deals five years ago that were considered big if they were valued at $100 million.
Real estate attorneys may be playing a larger role partly because some deals are growing out of relationships formed initially by firms' real estate practices, says Jonathan Mechanic, who heads the real estate group at Fried, Frank, Harris, Schriver & Jacobson in New York. That was the case with client Broadway Real Estate Partners LLC, which hired Fried Frank to help it buy a 10-property US office portfolio for $3.4 billion from a private REIT, Mechanic reports.
There was so much need for a blend of the corporate and real estate focus that early last year Fried Frank created a practice group--separate from Mechanic's--called the corporate real estate group. Attorneys from the two areas spend a lot of time together, especially given the increased size and complexity of the transactions, he says: "You really can't remain in your own silo."
While some firms have offered a blend of corporate and real estate services for years, many say it has become more important in the past 18 months to have real estate attorneys taking senior roles in the transactions. "This is the wave of the future," says Robert Lee, a Jones Day real estate attorney in Chicago who led CalEast Industrial Investors LLC in a $3.4-billion acquisition of Chicago-based Centerpoint Properties Trust .
In the past, real estate attorneys would have been more likely simply to assess the properties, leaving most of the regulatory, financial and other considerations to mergers-and-acquisitions lawyers. Now, they're being brought into the negotiations sooner to strategize over the transactions. They're helping create new financial structures, formulating bids for the best tax and pension-fund advantages for investors and helping push the deals through faster.
"What drives a deal is not transferring a deed," says Jana Blackman, a Sonnenschein Nath & Rosenthal attorney in Chicago who chairs the firm's national real estate practice. "What drives it is formation and rights of the party in the investment vehicle."
On the recent proposal to sell New York's Spring Creek Towers--the former Starrett City apartment complex--Neveloff says he began work a year before it was announced, crafting strategy, interviewing and retaining brokers and getting lobbyists involved. He had a part in every aspect of the transaction, he reports. For several years, Neveloff states, "We have been using more of the same sophisticated techniques that are used in the corporate world."
Michael Glazer, a real estate investment-management attorney with Goodwin Procter in Boston, says that two years ago he worked on a transaction in which he helped an investor set up a private REIT to buy a Washington hotel, and he's used techniques from the deal ever since. Glazer has also become adept at using joint ventures in real estate transactions to maximize tax advantages. "My niche is in the joint venture world where money and operators are coming together," says Glazer, who also worked on the Peter Cooper Village-Stuyvesant Town transaction.
Amid the increased competition in the buying and selling of properties, a deal with a superior tax advantage is something that can help a client win a bid, Sucoff says. To be sure, some clients still turn to M&A attorneys to take the lead. When Blackstone made the offer for EOP, Sidley Austin attorney Imad Qasim of Chicago was at the forefront. He declined to comment on the transaction, which is set for shareholder vote in early February.
EOP's chief in-house lawyer, Stanley Stevens, reports that the company used Sidley, its usual corporate counsel, for the firm's M&A and tax expertise, while relying on 25 in-house attorneys for their real estate acumen. "No one knows our portfolio like we do," Stevens states. "You need to understand each asset fully from the perspective of a buyer, and that's going to require a real estate attorney's expertise," he concludes.
Want to continue reading?
Become a Free ALM Digital Reader.
Once you are an ALM Digital Member, you’ll receive:
- Breaking commercial real estate news and analysis, on-site and via our newsletters and custom alerts
- Educational webcasts, white papers, and ebooks from industry thought leaders
- Critical coverage of the property casualty insurance and financial advisory markets on our other ALM sites, PropertyCasualty360 and ThinkAdvisor
Already have an account? Sign In Now
*May exclude premium content© 2024 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.