Real Estate

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

The lawyers in our Real Estate Group are committed to achieving our clients’ objectives in an efficient and effective manner. Our transactional attorneys bring years of experience to each matter, and strive to be careful and thoughtful in crafting documents and providing advice. We believe it is important to negotiate each deal paying specific attention to the unique conditions of each transaction without compromising our clients’ needs.

Our firm’s transactional work includes acquisitions, sales, financing, leasing and the structuring of commercial and residential development. We have also developed an affordable housing practice, representing developers, not-for-profits, government agencies, lenders and tax credit syndicators.

We have broad experience in the development of real property, working with clients on real estate tax abatement and exemption programs, transferable development rights, contracts with architects and contractors, financings, partnerships and limited liability companies.

In addition, we have extensive experience in negotiating commercial lease transactions representing 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 possess deep experience in real estate financing providing our clients guidance and advice to structure their transactions in the most advantageous manners.

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