REAL STATE Estate Brochure. LR.pdfReal Estate Practice Group • Duval & Stachenfeld LLP 4 Our Business Plan Our business plan is beautifully simple: • Attract, train and retain

REAL ESTATE

Under New York professional responsibility rules, this communication is attorney advertising. The resultsportrayed in this advertisement were dependent on the facts of the case or cases being described, and the resultswill differ if based on different facts. ©2013 Duval & Stachenfeld LLP. All Rights Reserved.

Every company needs a reason to exist –

a “why” it is in business.

Without a reason, what is the point of it all?

Our reason to exist is that we genuinely care about our clients, ourattorneys and staff. This is not just because lawyers bill hours andclients pay money, but because these people matter to us. This isthe core of the Firm’s “hedgehog principle ” and what inspires us tocome to work every day.

Does this reinvent the way legal services are provided? We think so.Consider the results:

Some lawyers in the Firm spend their free time thinking of ideasand strategies to help our clients build their businesses.

Other lawyers become part of our clients’ trusted core teams.

The Firm’s clients become “spoiled” by the Firm and its uniqueservice and find other law firms simply not nearly as good andnot nearly as enjoyable to work with.

The talented lawyers that are inspired by the Firm find that noother law firm is like ours so they stay at the Firm and growwith the Firm.

Ultimately, our lawyers and our clients benefit from our uniquebusiness model so they stay with us.

But, we don’t want every good lawyer and we don’t want everygood client – we want the ones who find the reason why we arein business inspiring to them.

Maybe that is why our real estate law group is the only one thatdramatically grew and thrived during the Global FinancialCrisis, and is one of the largest real estate practices in NewYork City today.

Duval & Stachenfeld LLP (the “Firm”) is a PurePlay in the practice of high-quality real estate law.The Firm handles the most complex real estatematters, in both U.S. and non-U.S. jurisdictions.From its inception, the Firm has been built aroundbeing the leading law firm in the world in thisniche. We have no plans to become competitivewith the preeminent Wall Street law firms in theM&A arena; however, in real estate we share thehighest echelon with only a few competitors.

Our Pure Play in Real Estate

Our Pure Play in Real Estate includes a team ofapproximately 75 lawyers, the majority of whichexclusively handle real estate transactional work.The remaining attorneys have a primary focus onthe real estate aspects of other areas of law. The key components of our real estate capabilities are asfollows: Transactional Real Estate: A team ofapproximately 55 real estate attorneys, which webelieve comprises the largest real estate law group inNew York City. The Firm specializes in all types ofreal estate transactions and is proud to be able torepresent our clients at all levels of the capital anddebt stacks and in real estate investment, financingand development transactions (as opposed to beingpigeonholed as “lender lawyers” or “borrowerlawyers”).

Corporate Real Estate/Private Equity: Acorporate real estate practice, which specializes in

real estate co-ventures and so-called real estateprivate equity, is one of the crown jewels of theFirm. We have long been known for our incredibledepth and experience in this area, including one-offtransactions, platform transactions and other moresophisticated structures. Our corporate real estateattorneys are veterans of thousands of real estateprivate equity transactions.

Litigation: A commercial litigation practice, whichspecializes in real estate litigation, including, put-back/take-back cases, partnership disputes, so-called“tranche warfare”, bondholder claims, commercialmortgage foreclosures and mezzanine loanforeclosures, buy/sell disputes, and structuredfinance disputes (including those arising fromCDO’s and CLO’s). Tax: A sophisticated real estate tax practice, whichincludes both international and U.S. tax expertise(both “in-bound” and “out-bound”) in real estatetransactions, including structuring and negotiatingfund/operator joint venture transactions, like-kindexchanges, managing cancellation of indebtednessincome, UBIT minimization strategies, REITcompliance, FIRPTA minimization strategies, andreal estate fund formation and fund managercompensation.

2Real Estate Practice Group • Duval & Stachenfeld LLP

Duval & Stachenfeld LLP

The Pure Play in real estate law

Duval & Stachenfeld LLP is aPure Play in the practice ofhigh -quality real estate law.

3 Real Estate Practice Group • Duval & Stachenfeld LLP

ERISA: An ERISA team, which has many yearsof experience in handling ERISA issues for realestate transactions, including, fund formationissues, real estate transaction structuring issues(including REOCs and VCOCs), credit risks,fiduciary exposure, and ERISA compliance andopinions.

Business Reorganizations and Insolvency: Abusiness reorganizations and insolvency practice,which supports the transactional real estatepractice. The attorneys in this practice area haveexpertise at all levels of the capital and debtstacks, including, workouts and restructurings ofdebt and equity, real estate bankruptcy,acquisitions from insolvent and bankrupt entities,Section 363 sales, and bankruptcy aspects ofstructured finance.

Environmental: An environmental practicegroup, which specializes in resolving complicatedenvironmental issues in real estate matters, including those concerning: contaminatedproperties, environmental liability avoidance andminimization, environmental insurance, siteinvestigations and due diligence, environmental quality review compliance, transfer/noticerequirements and reporting obligations,Brownfields Cleanup and E-Designation programs,site remediation, underground and abovegroundstorage tanks, facility regulatory permits, andasbestos and lead-based paint assessment,abatement and reporting.

Fund Formation: A real estate fund formationgroup, which represents real estate clients in

formation, capital raising, and compliance mattersfor real estate investment funds as well as handlingafter-market transactions for the acquisition of socalled “secondaries”.

Not-For-Profit: A not-for-profit practice group,which specializes in the real estate issues thatpertain to not-for-profit organizations, including,leasing and subleasing, acquisitions anddispositions of real property, sales and mortgages ofreal property for religious corporations (generallyrequiring Attorney General approval), and realproperty tax exemptions (including applicationsand litigation of disputes).

Our b usiness plan is beautifully simple:

Attract, train and retain talentedlawyers, and help these lawyers

succeed in their careers;

Add additional practice areas which are synergistic with our Pure Play in Real Estate;

Attract clients who are inspired by ourbusiness model and for whom we canadd real value, and help these clientsgrow and protect their businesses; and

Provide legal work that over-satisfies –and, indeed WOWs – our clients on a

consistent basis.


Our Business Plan

Our business plan is beautifully simple:

Attract, train and retain talented lawyers, and•to help these lawyers succeed in their careers;

Add additional practice areas which are•synergistic with our Pure Play in Real Estate;

Attract clients who are inspired by our•business model and for whom we can add realvalue, and help these clients grow and protecttheir businesses; and

Provide legal work that over-satisfies – and,•indeed WOWs – our clients on a consistentbasis.

Before describing our core expertise andexplaining “what” we do and “how” we do it, webelieve it is best to start with “why” we do what wedo.

“Why” We Are – the Firm’sHistory and Vision – theHedgehog and the Inspiration

The Firm was founded by Bruce Stachenfeld,Patrick Duval, and Terri Adler in 1997. From itsbeginning, the Firm was known for its high-qualitywork in complex real estate transactions.However, it wasn’t until the recent GlobalFinancial Crisis that the Firm blossomed into amajor real estate player. Indeed, the GlobalFinancial Crisis resulted in dramatic changes in

the real estate legal environment throughout theworld, which ultimately presented variousopportunities to the Firm. Here is the background:

Our vision from the start was not just to bring in agroup of lawyers and do legal work like every otherlaw firm. Instead, we had a very determined planbased on growing a culture of highly-talented andhighly-trained lawyers who would work as a team(and enjoy working together) in order to providesuperb legal service to our clients. So that we allknew what we had to focus on, we put our business goal in writing back near the beginning of theFirm, as follows:

“To be widely regarded as one of the premierlaw firms in the United States. Our successwill be measured not only by our profitability,size, and client base, but also by the depth ofour client’s satisfaction and the loyalty andcommitment of our attorneys to our Firm.”

We realized early on that the most important goalfor the Firm was to bring in talented lawyers and

Our Goal: “To be widely regarded asone of the premier law firms in theUnited States. Our success will be

measured not only by our profitability,size, and client base, but also by thedepth of our client’s satisfaction andthe loyalty and commitment of our

attorneys to our Firm.”

keep them at the Firm. Accordingly, our missionhas been and continues to be:

To attract, train and retain talented lawyers!

To achieve this goal, we needed a foundation forour culture and this foundation was built upon a setof critical values, including:

Do the right thing even when it hurts;•Deliver outstanding service to our clients;•Insist on plain unvarnished honesty in all•matters;Attack complacency;•Put the Firm first; our success depends on•effective teamwork; andArdent support for our values and purposes.•Incorporate honor, integrity and fairness into•all aspects of out business.

These were not just words on a page to us, but thewhole point of the Firm’s existence. For example,when young lawyers join the Firm, they areschooled not just in the law and how to effectivelyrepresent clients, but also in the Firm’s culture, andin what it means to be part of Duval &Stachenfeld.

We insist that all lawyers follow our principles andvalues in addition to actively supporting them.Although it may sound harsh, this is one of the few

places where we have zero tolerance for other views– we believe all of our attorneys should have thesame set of values, since the values are what makeus truly “Duval & Stachenfeld” in the first place.

As a result, a large majority of the lawyers we havehired have stayed with us long-term. They grow uphere, are trained here, and we believe that virtuallynone of them could conceive of working (orwanting to work) anywhere else in the legalprofession. To this day, turnover, after the initialtwo years of basic training, is exceptionally low –and we like to keep it very low. The lawyers whomwe hire and train, develop great knowledge of howto service our clients and build long-termrelationships with our clients. This cannot happenif these lawyers quit or are let go. Certainly, ourclients would not like it.

In addition to our values, we created ourfundamental principle called our “HedgehogPrinciple” after the concept discussed by JimCollins in his management books. This is the mostimportant theme of the Firm. In brief, it stands forthe proposition that we really care about our


Our Mission: To attract, train andretain talented lawyers!

A large majority of the lawyers wehave hired have stayed with us long-term. They grow up here, are trainedhere, and we believe that virtuallynone of them could conceive ofworking (or wanting to work)

anywhere else in the legal profession.

6Real Estate Practice Group • Duval & Stachenfeld LLP 6

clients and our lawyers – not just because lawyersbill hours and clients pay us money – but becausethese people and relationships are meaningful tous at a higher level. This Hedgehog Principle(embodied in our logo) is our guiding force andthe reason “why” we exist – the reason why we getup in the morning determined to do a great job forour clients. Without a reason why, we do notbelieve there is much point to being in business.

As noted, the Firm transformed during the GlobalFinancial Crisis. In 2007, we were a firm of about35 lawyers, close to 90 percent of which wasconcentrated in the real estate transactional area.Litigation was strong and thriving, but only asmall part of the overall Firm. We were not verydiversified and in for a very rough ride. Of course,real estate transactional work contracteddramatically for all firms, and our business and ourcompetitors’ businesses suffered as well. This gaverise to difficult decisions.

Our competition responded by engaging insignificant and even dramatic layoffs. Many of themajor law firms shed numerous associates and evenpartners. We too were reeling from the downturn,but decided to do the opposite – so, instead, wekept virtually everyone on the team. Althoughour emotions were rife with fear, our intellects toldus that when the Glob al Financial Crisis ended,almost all real estate transactions would bedistressed, and we wanted to have our team inplace to be able to service our clients as theyrebounded. So, we made a bet-the-companydecision to keep virtually everyone on board.

If you consider who we were, why we started, andhow we had grown, no other decision made anysense. How could we let everyone down justbecause business was bad?

Then, after the worst had passed, we found themarket strewn with a great number of outstandingreal estate lawyers from major law firms, and we

In addition to our values, wecreated our fundamental principlecalled our “Hedgehog Principle”after the concept discussed by JimCollins in his management books.This is the most important themeof the Firm. In brief, it stands forthe proposition that we really careabout our clients and our lawyers –not just because lawyers bill hoursand clients pay us money – but

because these people andrelationships are meaningful to usat a higher level. This Hedgehog

Principle (embodied in our logo) isour guiding force and the reason“why” we exist – the reason why

we get up in the morningdetermined to do a great job for ourclients. Without a reason why, wedo not believe there is much point

to being in business.


started to acquire those lawyers. We hired lawyersfrom some of the top real estate practices in NewYork City who shared our vision and values.During the past few years alone, leading lawyersfrom Thacher Proffitt, DLA Piper, Linklaters,Sidley Austin, Bryan Cave, Cooley, GreenbergTraurig, and Weil Gotshal among others joined usto help build-out and lead a number of ourpractice areas.

These practice areas include our: Tax PracticeGroup, Real Estate Finance Practice Group,Hotels and Hospitality Practice Group, LatinAmerica Practice Group, and an Agency TradingPractice Group. These lawyers brought the highestcaliber of legal skills and experience, and a bevy ofnew blue-chip institutional clients. For almost anyother firm, such rapid growth could lead to adilution of a firm’s values, culture and ideals or acondominium with practice silos – but Duval &Stachenfeld is unlike any other law firm.

We were able to seamlessly assimilate theselikeminded practitioners into our culture andtransition their practices. In the end, we grewsignificantly during the Global Financial Crisis,while our competition contracted their talentpools and client capabilities.

But there is more….

During the worst of the Global Financial Crisis –at the beginning of 2009 –our real estate clientswere hurting in a very serious manner. All of themhad suffered. Yet at this point many of ourcompetitor law firms raised their billing rates,fairly dramatically, which was a body blow to ourclient base. We did the opposite of ourcompetition. In fact, we lowered our billing rates– just a small amount – but our point was made – “We are in the trenches with you, our clients. Wecare about you.”

At this point, the combination of our reputationfor high quality, coupled with our blue chipinstitutional client base, added to reasonable(even comparatively low) billing rates, causedthings to start to go our way in a very meaningfulmanner.

In addition to adding lawyers, we added numerousclients and our reputation grew. Today, with theGlobal Financial Crisis hopefully in the past, weare one of the largest real estate practices in NewYork City, and are blessed with an excellent anddiverse client base.

During the Global Financial Crisis, wemade a bet-the-company decision tokeep virtually everyone on board.

We did the opposite of our competition. [Which raised billing quite significantly]In fact, we lowered our billing rates – justa small amount – but our point was made– “We are in the trenches with you, our

clients. We care about you.”


Ultimately, it was our Hedgehog Principle thatcarried us through these difficult times to greatsuccess – and it is our Hedgehog Principle thatcarries us today. It is the heart of the reason whyattrition is close to zero – both among our lawyersand our client relationships.

What We Aspire to Be – ThePure Play in Real Estate

As the real estate market recovered, we madeanother bet-the-company decision. After a greatdeal of soul-searching, we decided that we did notwant to attempt to be all things to all clients and,instead, decided that we would build upon our pre-existing strength and reputation in the real estateworld and become a “Pure Play in Real Estate”.

With this goal in mind, we have focused the entireFirm around not just being a prominent presence inthe real estate market but in being the finest realestate law firm in the world. The more we workwith this goal in mind, the more we believe we haveobtained a true competitive advantage by addinggreater value to our real estate clients than anyother law firm in real estate matters.

As an obvious example – from the point of view of aclient contemplating using our Firm for a criticalmatter – consider a real estate litigation matter(e.g., a partnership dispute between two partners),and consider the value to the client of couplingcreative, but practical, litigators who have deep andbroad experience in handling all aspects of realestate-related disputes, with the leadingpractitioners in the world of real estate partnerships(who have unparalleled experience in negotiatingpartnership agreements) available to figure outevery possible strategy.

As another obvious example – from the point ofview of a lawyer contemplating joining the Firm –consider the ease with which that lawyer can alsobring the Firm’s other real estate related servicesand value propositions to service his or her clientsat the highest level.

The more we put together our varied, but realestate-related, practice groups, the more value weare able to add to our clients (in building and

After a great deal of soul-searching, we decided that we did not want to

attempt to be all things to all clients and,instead, decided that we would buildupon our pre-existing strength and

reputation in the real estate world andbecome a “Pure Play in Real Estate”.

We have focused the entire Firm aroundnot just being a prominent presence inthe real estate market but in being thefinest real estate law firm in the world.


protecting their businesses) and to our lawyers (inbuilding their careers). The ultimate goal is for all ofour clients and all of our lawyers to benefit from ourPure Play in Real Estate.

Our Attorneys and Clients AreSelf-selecting

Over the years we have learned that we arepracticing law in a very unique way. We deliver aservice to our clients that is deeper than justputting words into documents or briefs. We striveto assist our clients in growing their businesses andlooking out for them beyond just the deal at handthrough our Hedgehog Principle. Being honestwith ourselves, this type of representation is not foreveryone.

Also, there are many lawyers who will not want tobe part of our Firm. We have a strong culture, andour values and business model are not the normalcourse for most law firms. Accordingly, our Firm isnot for everyone. We imply no disrespect tolawyers or clients who do not fit within our PurePlay and culture; however, there is no upside to usor them in forcing what would metaphorically be asquare peg into a round hole.

Our ValuesAs noted previously, we have a scrupulouslyadhered to a set of values, which are incorporatedin a Core Purpose and a Core Ideology and, as alsonoted, we insist that all lawyers follow these principles and, in addition, actively support them.

Ultimately, the values are the bedrock of the Firmand make our attorneys eager and excited to workat the Firm and to go the extra 10 miles for ourclients. The full statement of values is availableon our website at www.dsllp.com.

Education and Training of OurAttorneys

We believe that valuable expertise for an attorneyis a byproduct of education, experience, hard work,creativity, talent, passion, and mentoring. We do more than just encourage our attorneys to achievethese skills.

First, we try to hire seasoned lawyers who havegraduated from top law schools, and have practicedat well-respected firms before coming to Duval &Stachenfeld. For example, our Managing Partner and the heads of our Tax, Litigation, and Not-For-Profit Practice Groups, and several other partnersare all graduates of Harvard Law School. Otherpartners and associates are graduates of Yale LawSchool, Georgetown University Law Center,Cornell Law School, and New York UniversitySchool of Law.

Second, our junior lawyers who come to us directlyout of law school must also graduate from DSU(Duval & Stachenfeld University). This training,which is taken very seriously, is interactive innature and is focused on skills that attorneystypically do not learn in law school, such as:negotiation; working with adversaries; thinking onone’s feet; interactive skills; complex transactional


drafting; emotive skills; and doing excellent legalwork.

Third, in recent years we have developed anApprentice Training Program in which our juniorassociates are matched with our partners asmentors. While most firms have their juniorassociates trained solely by their mid-levelassociates, we believe this model is inherentlyproblematic as most mid-level associates, arethemselves learning their trade. By pairingpartners with junior associates, years of knowledgeand expertise is directly passed-on to the juniorassociates. This program results in acceleratedlearning. Although this is a new program, wethink this is the most advantageous way to trainfuture superstars who will someday be the greatlawyers practicing at the Firm.

Finally, and most recently, we have developedformal “Training Teams” in which associates at alllevels are matched up with a partner, who isresponsible for moving them towards being truly“fantastic” lawyers, which is the end goal for ourassociates.

Overall, a Duval & Stachenfeld attorney cannotbe an “average” lawyer going through the motions,but must be an impassioned advocate for ourclients and a powerful force for building thestrength and depth of our culture. This can neverbe learned in law school or at another law firm butis something we do our best to instill at Duval &Stachenfeld.

First, we try to hire seasoned lawyers who•have graduated from top law schools, andhave practiced at well-respected firms.

Second, our junior lawyers who come to us•directly out of law school must alsograduate from DSU (Duval & StachenfeldUniversity).

Third, in recent years we have developed•an Apprentice Training Program in whichour junior associates are matched with ourpartners as mentors.

Finally, and most recently, we have•developed formal “Training Teams” inwhich associates at all levels are matchedup with a partner, who is responsible formoving them towards being truly“fantastic” lawyers, which is the end goalfor our associates.

...our Managing Partner andthe heads of our Tax,

Litigation, and Not-For-ProfitPractice Groups, and several

other partners are all graduatesof Harvard Law School.

D&S Associate Training


The “Secret” Economics BehindOur Business Model

There are two (secret?) rules to our business modelthat allows first rate work at lower cost or, anotherway to say it, permits us to be “the low costproducer of high-quality legal work”:

First rule – keep overhead low.

Second rule – keep overhead low.

As Carlos Slim Helu (one of the richest people in the world) mentions, it is important to focus onlow costs in good times “when the cow is fat withmilk” as this means there is less reason to cut inbad times. The savings from these two rules are enormous –some of these savings flow to our lawyers and someflow to our clients. However, simply “lowering”the billing rates does not work since over time theprofits we earned would not be enough to justifysuper-highly-talented attorneys staying with theFirm. They would be underpaid and wouldeventually leave the Firm. So we have to be morecreative:

First, we watch our overhead and come up with creative ways to keep it low. This is obvious to theFirm, but for some reason does not seem to beobvious to much of our competition. For example:

We keep our rent low;•We avoid expensive build-outs of our office•space; and

We have very few support staff. As any large•company eventually learns, the more staff thatis hired, the greater the bloat and thensomeone has to pay those costs. Due to theefficiency of our staff, we have less than onesupport staff person for every two attorneys –cutting our administrative costs by roughly50% over most of our competition.

Our thesis is that lawyers are selling their brainpower, their ability to reflect their clients’intentions in written form, and their negotiatingabilities, to achieve excellent results for theirclients. None of the foregoing costs are germaneto anything of importance to our clients, so theycan be, and have been, jettisoned by the Firm asunnecessary.

In addition, due to the high quality and efficiencyof our staff, we have been able to minimize thenumber of support staff while not decreasing the services provided. For example, we (long ago)

There are two (secret?) rules to ourbusiness model that allows first ratework at lower cost or, another way tosay it, permits us to be “the low costproducer of high-quality l egal work”:

First rule – keep overhead low.

Second rule – keep overhead low.


rejected the traditional legal secretary model asoutdated and instead have populated ouradministrative staff with talented individuals whoprovide the services today’s attorneys need –cutting our administrative costs by roughly 50%over most of our competition.

Second, our unique Opportunity AssociateProgram (for junior lawyers) has resulted in ourpaying our first and second year lawyers verymodest salaries, commensurate with theirpreliminary level of training. This fits in well withour clients’ cost goals as simply no one wants topay for untrained lawyers. Indeed, we have usedthe low-cost inherent in our opportunity associateprogram to lower our billing rates for first andsecond year associates to $227.50 per hour. This isless than almost all major law firms charge forparalegals! Needless to say, our clients absolutely“love” this!

Third, we focus on keeping people in the Firm on along-term basis. We have found that theefficiencies that arise from attorneys who learn theFirm and learn the clients, as opposed to newpeople coming in all the time, is a quite significantcost benefit for our clients.

Fourth, as an outgrowth of the foregoing, having adeep bench of experienced associates results inassociates with the skill set to handle complextransactions. This allows associates to handle ahigh percentage of the work on even sophisticatedreal estate transactions at lower billing rates thanpartners.

The “Secret” to Retaining OurTalent

The key to our business is “attracting, training andretaining talent”. It is the whole ball game.

So why is it that our talented associates andpartners don’t just quit for a better offer? Indeed atmajor law firms, associates routinely quit withinthe first two to four years, yet ours do not for somereason. During the Global Financial Crisis it wasan internal (joke?) that the associates would say“the reason we are sticking around is we couldn’tfind another job if we tried to.” This grim humorwas undoubtedly true at that time; however, beforethe recession our associates and partners wereliterally besieged with headhunter calls – most ofthe time multiple calls each day – yet none ofthem left. Due to our reputation for trainingsuper-quality associates, every one of ourcompetitors wanted to hire away our talent, not asingle one left! Not a single one!

And now that the Global Financial Crisis hasended, due to our reputation, headhunters areswarming like locusts around our highly-trainedassociates; yet attrition continues to be extremelylow.

The key to our business is“attracting, training and retainingtalent”. It is the whole ball game.


Why is this?

First, after graduation from the introductoryOpportunity Associate Program, we pay them verywell. Typically we have exceeded compensationeven for top law firms by dipping into the excessfunds from the low-overhead well (describedpreviously). So there is certainly no economicincentive to leave.

Second, we create long-term futures for ourassociates by making clear to them that after theirseventh or eighth or ninth year with the Firm,partnership is “theirs to lose” rather than a crap-shoot-type numbers game.

Third, we go out of our way to treat people well.Indeed, our values state clearly that “employees areentitled to respect.” For example, we will not putup with a big rainmaker abusing associates. A bigrainmaker who acted in this fashion would firstfind his/her compensation reduced and ultimatelywould need to find a home at another law firmmore tolerant of this type of behavior, as we willnot stand for it.

Fourth, our “chips have been down” two times inour history: once in 2002 and again in 2008/2009,when our business fell on very difficult times.Each time this occurred we went out of our way toavoid firing people and tried to keep the entireteam together. This has fostered a great sense ofloyalty and commitment.

Fifth, there is the reason why we are in business

(described previously) – which makes it both funand exciting, and, indeed inspiring, to work atDuval & Stachenfeld. The members of the Firmfeel, to a man and woman, that we are on themission described at the beginning of thisbrochure – to create the premier real estate groupin the world – and we are all along for the ride ofour lives. We all have our friends here and no onewants to leave. Possibly the excitement at Duval& Stachenfeld is an analogous paraphrasing ofwhat Steve Jobs said to John Sculley in talkinghim into leaving Pepsico many years ago:

“Do you want to spend the rest of your lifeselling sugared water or do you want a chanceto change the world?”

Our Value Proposition – ForClients All of this provides the Firm with what we believeis a compelling value proposition:

We can provide the highest quality real estatelegal services – in one of the largest and mostdiverse real estate groups in New York City –at a lower cost than our competition.

We can provide the highest qualityreal estate legal services – in one ofthe largest and most diverse real

estate groups in New York City – ata lower cost than our competition.


We have a competitive advantage right now andwe are not afraid to use it!

Our Value Proposition – ForLawyers There are various reasons why lawyers want tocome to the Firm. Here are a few:

We work together as a group – there are no•fiefdoms.We look dispassionately at what people are•great at and what they are not so great at andtry to set things up so that these people can doa lot of what they are great at and less of whatthey are not so great at – be it businessdevelopment, marketing, drafting, clientrelationships, etc.Due to the Pure Play and the way we run the•Firm, it is incredibly easy to build a lawpractice at the Firm. Almost all lawyers whohave joined us at the partner level haveexperienced a dramatic (and often immediate)increase in their business following theirarrival at the Firm. The reasons are outlinedin these materials – the superior skill sets ofthe attorneys here in their core practice areas– coupled with reasonable billing rates – plusthe many connections we make for real estatecompanies – is pure joy to clients. Our Hedgehog Principle and our values appeal•to some lawyers greatly and, indeed, for theselawyers, the Firm is the best job they will everhave.We have a passion for what we do – and a•finely-defined mission – to be the absolute top

real estate law firm in the world. Manylawyers want to be part of this mission.From the point of view of younger lawyers, we•are very serious about training. DSU (Duval& Stachenfeld University) has as its missiontraining excellent attorneys in the skill setsthat are not typically taught in law schools orat other firms. It is no coincidence that otherlaw firms are desperate to steal away ourtalent. They know how well we train people.On the transactional side, deal flow has been•enormous since our inception. And on thelitigation side, the number of cases per lawyeris exceptional. These facts permit forintensive training at both the junior and thesenior levels.

Due to the Pure Play and the way werun the Firm, it is incredibly easy to

build a law practice at the Firm. Almostall lawyers who have joined us at the

partner level have experienced adramatic (and often immediate) increasein their business following their arrivalat the Firm. The reasons are outlined inthese materials – the superior skill sets

of the attorneys here in their corepractice areas – coupled with reasonable

billing rates – plus the manyconnections we make for real estatecompanies – is pure joy to clients.


Something about “Results”

For litigators it is relatively easy to judge results –whether they win or lose, the result is fairlydramatic and easy to evaluate.

However, how can one judge results intransactional legal work? For example, how wouldone know if a real estate lawyer did a good jobwhen the “job” is creating hundreds of pages ofdocuments that the client cannot fully evaluate?

Typically it is just about impossible to judge“results”; however, occasionally something comesalong like the Global Financial Crisis or anotherdraconian event. It is during these times thateveryone rushes to look at the documents todetermine whether they got the benefit of the dealthey cut and who the great lawyers really are.

We wonder if it is a coincidence that all – yes all –of our significant real estate clients made itthrough a recession that was so terrible andterrifying that it wiped out large chunks of the realestate industry.

Of course, we would never take away from laudingour clients for being conservative in theirunderwriting and not gambling away investors’money. However, we believe that our lawyeringcontributed to our clients’ success in avoidingtheir downfall. Here are a few examples of theresults of our successful advocacy1:

As borrower’s counsel, we pushed aggressively•for years to keep our clients out of personalliability on loans and, if they were signing onfor recourse, to limit those recourse events tomatters clearly within their control. We evenupset some of our clients as to how hard wepushed on this issue, truth be told. As a result,none of our clients were hit with unexpectedliability under guarantees negotiated by ourFirm. We pushed very hard to prevent our clients•from sitting on both sides of a transaction(e.g., loaning money to a partnership in whichour client was a material partner). Webelieved that in a tough situation this wouldlead to claims of lender liability, breach offiduciary duty, or worse. None of our clientsended up in this situation and none of themhave found themselves sued on claims of thisnature.We drafted documents with very clear•remedies pertaining to our clients’counterparties. Sometimes this wasconfrontational; however, this has resulted inour clients being so well protected that nocounterparty has successfully contested ourdocuments or our clients’ ability to gain thebenefit of the bargain for which theynegotiated.We fought hard in documentation for our •clients to have control of their destinies in complex transactions so that when thingswent wrong our clients were easily able to either (i) walk away without further liability;

1 Attorney Advertising. Prior results do not guarantee a similar outcome.


(ii) assert control and fight for their rightsagainst third parties; or (iii) complete aworkout on reasonable terms. We have seenmany instances of self-inflicted wounds whereclients (i.e., parties who became our clientstoo late) stepped into serious inextricabletrouble based on not having these clearcontrol rights in their documentation.

Ultimately, there is the absence of legal troubles ingeneral for our clients; indeed, when one thinksabout it, that is what a transactional lawyer issupposed to accomplish, (i.e., create a situation inwhich there is nothing to dispute later). Butusually people only notice things when there areproblems – the absence of problems is hardly thatnoticeable and is often taken for granted.

However, it is a fact that our clients are involvedin very few disputes. We admittedly “knock wood”when we say this, but the fact that there has beenvery little trouble for our clients arising from thedeals that we negotiated for them is in and of itselfpossibly the most positive result we have been ableto obtain for our clients.

Finally, as noted previously, our HedgehogPrinciple is that we really do deeply care about ourclients – as people – and sincerely don’t wantanything bad to happen to them. If you look atour results previously mentioned it becomesapparent that these are the types of achievementsthat result from a law firm really looking out for itsclients.

Some Subtle Concepts About theWay We Practice Law

We Add Value:We are here to help our clientsbuild and protect their businesses. It is veryimportant to emphasize that the way we practicelaw at Duval & Stachenfeld is quite different fromthat of other law firms. This is because we deeplyand strongly believe that the job of the law firmshould be – in addition to practicing law at thehighest level – to assist clients in building,protecting and strengthening their businesses. Thistheme permeates everything we do and is theinspiration for the Firm and a lot of the reason wehave been so successful.

Negotiation Style: Our negotiation style istailored to the client and the matter at hand.However, our “default style” is to create a positiveexperience for the client parties on all sides of thetransaction. All of our clients want not only thedeal they are pursuing, but, in addition, goodrelationships with the counterparties so that futurebusiness can be transacted. They look to theircounsel to be not a weapon with which tobludgeon the other side but instead to be apositive emissary that mirrors the client’s desiredimage. With that in mind, as the client and thesituation may dictate, we can be as tough as isnecessary under the circumstances of any giventransaction.

No Egos Here:We are not ego-driven people. Weare confident that we are smart, experienced, andtalented. We have no need to prove to the other


side in any deal that we are “better” or “smarter”.We recognize that our goal should not be to show-off or embarrass the other side, but instead to helpour clients achieve their business goals and tofurther their business relationships.

We Need to WOW Our Clients:We learned longago that satisfying our clients is simply notenough. Many lawyers can “satisfy” their clients.So we have developed an internal message that“At D&S, a satisfied client is a disaster!”. Thismessage is to remind us that our job and our goal isto “oversatisfy” our clients all the time, and indeedto “WOW” them every chance we get. This is ourmission on every single matter we handle.Accordingly, everyone at the Firm has the samegoal – to deliver outstanding service to all of ourclients – including in particular the clients ofother partners at the Firm. We take this veryseriously. It is a luxury to have a team of real estatepartners, all with the common goal ofoversatisfying and “WOW-ing” all of our clients.

Hire the Best People:We work hard to hire onlythe best people. In that pursuit, we are not naïveenough to believe that merely a good resumeequals a great lawyer. However, we do believe thatthose who have achieved great academic successare more likely to have the necessary drive andtalent to be effective lawyers. We also take thetraining of our attorneys very seriously.

Lawyers Who do Best With Us: Finally, we findthat the lawyers who fit in best at the Firm:

Bring passion and intensity to what they do;•Are proud to be lawyers and who are•committed to performing at the highest level.Never give up and always go the extra mile (or•10,000 miles) for their clients;Constantly innovate and challenge the•accepted wisdom; andAre committed to fostering business•relationships for their clients.

We also find that clients who want these kinds oflawyers are the clients with whom we do the best.

Duval & Stachenfeld CultureIt is not really possible to convey in words in thisbrochure the Firm’s culture and values. It is notpossible for someone reading this brochure whohas not worked with our Real Estate PracticeGroup to:

Truly understand how the Real Estate Practice•Group’s attorneys treat servicing their clientsas a call to action to perform at the highestlevel – rather than just representing clients indoing deals;

We learned long ago that satisfyingour clients is simply not enough.Many lawyers can “satisfy” theirclients. So we have developed aninternal message that “At D&S, asatisfied client is a disaster”! This

message is to remind us that our joband our goal is to “oversatisfy” ourclients all the time, and indeed to

“WOW” them every chance we get.


Angelo, Gordon & Co., L.P.

C-III Asset Management LLC

Cantor Commercial Real Estate Lending, L.P.

Canyon Capital Realty Advisors

Caribbean Property Group LLC

Centurion Realty LLC

Contrarian Capital Management, LLC

Cowen and Company, LLC

Dearborn Capital Group, LLC

Deutsche Bank

Georgica Green Ventures LLC

Halpern Real Estate Ventures

Hypo Real Estate Capital Corporation

Island Capital Group

Jamestown Properties

LaSalle Hotel Properties

New York Life Insurance Company

NorthStar Realty Finance Corp.

Northern Trust Bank

Norwegian Cruise Line

Nvidia Corporation

Oritani Bank

Prada USA Corp.

Ralph Lauren, Inc.

RREEF Structured Debt Fund Investments, LLC

RXR Realty

Safra Bank of New York

Sealed Air Corporation

Square Mile Capital Management LLC

Starwood Property Trust, Inc.

Toll Brothers, Inc.

Waterstone Asset Management

Young Woo & Associates

Duval & Stachenfeld Real Estate ClientsWe are extremely proud to be fortunate to represent the following clients, among

many others, in real estate transactional, litigation, tax and other real estate matters:

Believe that the attorneys in the Real Estate •Practice Group really truly think of theirclients as their partners; Believe that the attorneys in the Real Estate•Practice Group truly love their clients; orBelieve that the attorneys in the Real Estate•Practice Group really cannot sleep at night if one of their clients is not happy.

As hard as it is for statements such as the foregoingto be true or even realistic to aspire to, we inviteyou to ask our clients what they think and theywill tell you themselves – that we are the best atlooking out for them and there is no other law firmlike ours.

We are perhaps the largest real estate department in New York City –

with approximately 55 real estate attorneys within a firm having as its

central mission being a Pure Play in Real Estate. Despite being a law

firm of modest size, due to our purity in focusing on real estate

matters, we have one of the most sophisticated

real estate law practices in New York City, if not the U.S.


The following descriptions are only highlightsappropriate for this brochure. Further and moredetailed information is available on our websitewww.dsllp.com.

Real Estate

The Firm is proud to have one of the leading realestate practices in New York City and nationally.The Firm’s Real Estate Practice Group handlesmatters across all asset classes in virtually all U.S.jurisdictions and many non-U.S. jurisdictions.These matters span almost every conceivabletransaction structure, involve every level of thecapital and debt stack, and encompass incredibledegrees of complexity.

We are perhaps the largest real estate departmentin New York City – with approximately 55 realestate attorneys within a firm having as its centralmission being a Pure Play in Real Estate. Despitebeing a law firm of modest size, due to our purity infocusing on real estate matters, we have one of themost sophisticated real estate law practices in NewYork City, if not the U.S.

We have great depth in trained personnel. Manylaw firms, due to their high leverage businessmodels, suffer from having few talented partnersand a passel of untrained junior associates.However, as of Fall 2013 we have a partner toassociate ratio of approximately 1 to 1 whenexcluding first year associates. This is uniquewithin the high end of the legal industry whereleverage and turnover is the rule rather than theexception.

Most of our senior attorneys came from top lawschools and were trained at top law firms. Ourjunior lawyers (and most of our junior partners) arealmost all home-grown and were trained throughDuval & Stachenfeld University (describedpreviously under Education and Training of OurAttorneys)

There are very few real estate groups that haveextensive expertise representing both lenders andborrowers. Our Real Estate Practice Group is oneof them. We have deep experience at all levels ofthe capital and debt stack. Prior to the GlobalFinancial Crisis, it was acceptable for a law firm tobe a “lender firm” or a “borrower firm”. However,during and following the Global Financial Crisis,the world has turned upside down, equity playersare buying debt, loans are being restructured intoequity, and everything in the real estate world is upfor grabs. In these situations, we believe that thespoils will go to the lawyers (and clients) whoappreciate the current realities in the real estate

The Firm’s Real Estate PracticeGroup handles matters across allasset classes in virtually all U.S.jurisdictions and many non-U.S.jurisdictions. These matters span

almost every conceivabletransaction structure, involve everylevel of the capital and debt stack,and encompass incredible degrees

of complexity.


real estate Practice Group


marketplace and are capable of analyzing theangles, recognizing the weak and strong points andarranging for opportunistic transactions to be madeand executed. Our real estate lawyers excel in thisenvironment. For example, our vast experiencerepresenting borrowers, coupled with our ability tobe creative lawyers who “think outside the box”,allows the Firm to craft solutions for our lendingclients that protect their interests whilesimultaneously accommodating their borrower’sconcerns.

Star Power: The Real Estate Practice Group isvery fortunate to have various industry luminariesas partners in the group. These include BruceStachenfeld and Terri Adler, who started bothDuval & Stachenfeld and our Real Estate PracticeGroup. Bruce Stachenfeld and Terri Adler (knowninformally as “Bruce’N’Terri”) were recentlyelected to The Commercial Observer’s Power 100Reader’s Poll, pursuant to which readers voted forwho were the most influential and powerful playersin the New York real estate market.

Terri Adler (Department Head): Terri Adleris the Chair of the Real Estate Practice Group.Terri is a veteran of countless real estatetransactions. She has developed a wide rangeof expertise in all areas of national andinternational real estate practice, includingacquisitions, development, dispositions,financings and subdivisions, distress situations,and workouts. Terri is considered one of the

most talented and creative attorneys in herarea and was selected to the Top 50 WomenNew York Super Lawyers list. However, it is inthe area of complex transactions that Terri’sexperience is unparalleled, in part due to thevast number of complicated and time-sensitivedeals that Terri has handled for leading realestate funds.

Bruce Stachenfeld (Founding Partner):Bruce Stachenfeld is one of the nation’spreeminent real estate attorneys, and hasnearly 30 years of sophisticated legal practice,including experience during the variousdownturns. Bruce’s reputation includestenacious representation of his clients, brilliantand creative thinking, and deeply caring for hisclients’ welfare and success. Bruce has evolvedinto an attorney who is “connected” to many

Bruce Stachenfeld and TerriAdler (known informally as

“Bruce’N’Terri”) were recentlyelected to The Commercial

Observer’s Power 100 Reader’sPoll, pursuant to which readersvoted for who were the most

influential and powerful playersin the New York real

estate market.


of the major players in the real estate world(including not only clients, but adversaryattorneys as well). These contacts enable himto provide critical assistance to his clients inmany ways. This is everything from findingthe “money” or the right “operating partner” toreaching across the table to finding commonground with adversaries with whom he hascultivated friendly relationships. Finally, Bruceis a thought leader in the real estate world; asan “amateur real estate philosopher”, he is ableto provide invaluable insights to the Firm’sclient s in his core passion of helping his clients“build their businesses”.

Although there is overlap among different areas ofreal estate work, for ease of administration, wehave organized the Real Estate Practice Grouparound the following practice groups:

Acquisitions and Dispositions: We haveextensive experience in all aspects of real propertyacquisitions and dispositions, covering all asset

classes – including office, retail, residential, hotelsand resorts, healthcare, corporate campuses andmixed-use assets – both within and outside theUnited States, with a particular emphasis on theU.S., the Caribbean and Central America, variousAsian jurisdictions (including Japan, Korea, China,Hong Kong and India), and Europe. These mattershave included single asset deals and portfoliotransactions with numerous assets in multiplejurisdictions.

Joint Ventures: We are well known for our broadand deep expertise in real estate joint ventures,having handled literally thousands of transactionsinvolving joint ventures since the Firm’s inception.This is indeed one of the crown jewels of our real estate practice and our sweetest sweet spot – anarea in which we have unparalleled experience.

Most of the joint venture transactions we handlehave complex structuring issues and intricatenegotiations, and many have very sophisticated,

Bruce is a thought leader in thereal estate world; as an “amateurreal estate philosopher”, he is

able to provide invaluable insightsto his clients in his core passionof helping the Firm’s clients “build their businesses”.

We are well known for our broad and deep expertise in realestate joint ventures, havinghandled literally thousands of transactions involving joint ventures since the

Firm’s inception.


lengthy and multifaceted documentation. Thisjoint venture practice is a very difficult area, andplays to our strengths of creativity and being able tocontemplate multiple possible future outcomes. Also, most importantly, co-ventures is an area wherean experienced practitioner has a huge advantageover a real estate generalist, who is invariably anovice in this area. We have handled matters ofthis nature extensively, both for so-called “one-off”transactions, for portfolio transactions, and forplatform-based transactions.

There are various aspects to this practice includingthe following:

Financial Partner/Operating Partner•Transactions, including “promote” structures;Programmatic Transactions and so-called•“transaction production agreements”;Preferred Equity;•Recapitalizations and Restructurings; and•Fund Formation and Administration.•

In view of the fact that joint venture transactionsare tricky and difficult, not every lawyer or law firmcan handle this work properly. It is an area in whichan expert has a huge advantage over a neophyte.Hence, due to or experience over thousands oftransactions, we are able to add enormous value toour clients.

Real Estate Finance (Representing Lenders):We have a leading commercial real estate financepractice representing institutional and non-

institutional lenders. Our real estate financeattorneys represent banks, mortgage REITs, fundsand other financial institutions in all aspects of realestate finance, including the following:

Balance Sheet and CMBS finance;•Mezzanine and subordinate debt finance;•Construction finance;•Hospitality finance;•Bridge finance;•Portfolio finance;•Real estate structured finance – including A/B,•pari passu and similar structures;Securitizations;•Co-lender, participation and intercreditor•arrangements;Repurchase facilities (REPO’s); •Debt acquisitions and sales – including whole•loan and portfolio transactions;Debt restructurings and workouts – including•debt stack restructurings;

Foreclosures of mortgage and mezzanine loans;•

and“Tranche warfare”.•

Due to their deep expertise developed over manyyears, our finance lawyers are proud to be able to

We have a leading commercial real estate finance practice

representing institutional and non-institutional lenders.


provide great value to our clients by understandingwhat other parties in the capital stack are thinkingand have as their motivations. This makes itdramatically easier to fashion win/win solutions.

Real Estate Finance (Representing Borrowers):We have represented our clients, as borrower, inhundreds (and perhaps even thousands) offinancing transactions over many years. We havein-depth knowledge and experience in negotiatingloan documents on behalf of borrowers in allaspects of real estate finance and at all levels of thecapital and debt stack. Our extensive experiencerepresenting lenders in similar financingtransactions has made us keenly aware of thepressure points for negotiation and the leveragethat borrowers may have in such transactions.

Our attorneys regularly handle real estate financematters for our borrower-side clients, including inthe following areas:

Acquisition, construction and permanent•mortgage financings;Mezzanine and subordinate loans;•Workouts and restructurings of debt; and •Limiting personal recourse. •

Hotels and Hospitality: We regularly adviseowners, developers, investors and lenders on allaspects of the hospitality industry. The scope ofour hospitality practice includes assets locatedthroughout the U.S., the Caribbean and LatinAmerica as well as in Europe and Asia. Some

aspects of this practice include the following:

Acquisitions and dispositions;•Acquisition, construction, bridge and•permanent financings;Joint ventures;•Development and construction;•Hotel management agreements, franchise•agreements and liquor and other licensingarrangements; andFormation and operation of hotel operating•companies.

Ground Leases: Ground leases are a particular areaof focus for the Firm’s Real Estate Practice Groupand, indeed, we have launched a Ground LeasePractice Group for this purpose. This expertiseincludes: (i) negotiating ground leases from thepoint of view of both the lessor and the lessee; (ii)representing parties who team up to purchaseproperties through a ground lease structure; (iii)representing owners and investors who seek tounlock value from their property and/or increasetheir internal rates of return through a ground leasetransaction; (iv) financing ground lease interests;

Ground leases are a particular area offocus for the Firm’s Real Estate

Practice Group and, indeed, we havelaunched a Ground Lease Practice

Group for this purpose.


including both fee and leasehold financings; and(v) the acquisition and development of propertythrough ground lease structures. The Firm’s RealEstate Practice Group has made ground leases afocus because we can add particular value in thatground leases are very tricky and even dangeroustransactions for those who do not thoroughlyunderstand the subtleties of the interplay amongthe ground lessor, the ground lessee, the feemortgagee and the leasehold mortgagee.

Secondaries Transactions: The Firm’s Real EstatePractice Group has represented clients purchasingor selling so-called “secondaries” in real estatefunds and due to the relatively unique expertiserequired, has formed a Secondaries Practice Groupto pool our expertise and resources for thesematters. These transactions involve the purchaseor sale of investment interests in underlying realestate funds. These transactions, which seem verysimple on their face, are often very complex andrequire counsel with expertise at the entire capitalstack. For example, in order for counsel to be ableto do a good job representing the purchaser of aninterest in, say, a mezzanine debt fund, counselmust understand the (i) mezzanine debt business;(ii) the way the transactions are likely to bestructured; (iii) the way the applicable real estateinvestment fund is structured, and (iv) the realestate, corporate and tax issues attendant upon thetransfer of the interest in the fund. In 2013 alonewe have represented clients with roughly $2B oftransaction value in this area.

Public Private Transactions: The Real EstatePractice Group has handled so-called“public/private” type transactions for many years.In view of this area taking on greater importance inreal estate circles, and our belief that it will be amajor future growth area for the real estateindustry, we have formed a Public Private PracticeGroup in order to be able to add value to ourclients in this area. Currently, we are representinga major cruise line operator in its port developmentoperations in various worldwide locations and haverepresented developers and their investors inconnection with several hotel, conference centerand resort projects with government participationand/or financing.

Construction and Development: The Firm hasdeep and extensive experience representing ownersand developers, lenders and institutional investors,such as private equity and opportunity funds, inconnection with all stages of real propertyinvestment and development – from initialproperty acquisition, to structuring complex jointventure and financing arrangements, to negotiatingagreements with or on behalf of developers,contractors, construction lenders and related tradeprofessionals. Our attorneys handle complexconstruction and development matters not only inNew York City, but throughout the U.S. and inLatin America.

Many of the developments we handle – particularlythose for New York City projects – involve creating


and/or advising clients on condominium regimes, vertical subdivisions, reciprocal easementagreements, joint parking facilities and similar situations in which one property’s development isdependent upon another party’s property.

Leasing: The Firm’s Leasing Practice Group is well-known in New York City and nationally. Ourattorneys have broad and extensive experiencerepresenting institutional and entrepreneuriallandlords, tenants, lenders and investors in groundlease, net lease, space lease and subleasetransactions, including for office, retail, industrialand mixed-use properties. We regularly representinstitutional owners in leasing office and retailspace in “Class A” office buildings in Manhattanand negotiate retail and office leases on behalf of

tenants. Our deep experience in tenant-side retailleasing has enhanced our ability to negotiatematerial leasehold issues on behalf of Manhattanlandlords when negotiating with national retailers.

Latin America/Caribbean: The Firm has one ofthe leading Latin American real estate practices.Many of our attorneys (both while at the Firm andbefore joining the Firm) have particular expertise

assisting clients who are investing, owning and/ordeveloping hospitality, retail, office, industrial andresidential assets throughout Latin America,including in the following countries: Aruba,Trinidad, British Virgin Islands, Anguilla, Panama,Costa Rica and the Dominican Republic, as well asthe U.S. Commonwealth of Puerto Rico. Theseinclude, for example, billions of dollars oftransactions in Puerto Rico, including some of thelargest real estate transactions in Puerto Rico’shistory.

Agency Trading: The Firm’s Real Estate PracticeGroup acts as “program counsel” for a number ofbroker dealers in the acquisition of GNMA andFNMA Securities backed by loans secured byhospitals, nursing homes, assisted living facilities,rehabilitation centers, and multi-family

The Firm’s Leasing Practice Group iswell-known in Manhattan

and nationally.

The Firm has one of the leadingLatin American real estate

practices. Many of our attorneys(both while at the Firm and beforejoining the Firm) have particularexpertise assisting clients who are

investing, owning and/ordeveloping hospitality, retail,

office, industrial and residentialassets throughout Latin America.


properties. This group also specializes in the table-funding of FHA- and RHS- insured loans and inrepresenting these clients in connection brokentrades and related issues.

Condominiums and Alternative OwnershipRegimes: Although our Real Estate Practice Grouphas not made a specialty out of handlingcondominium conversions and subsequent retailunit sales pursuant to offering plans – as the bulk ofthis work is quite routine – the Firm’s attorneyshave extensive experience in creating andconverting properties to condominium or otherregimes of ownership as our clients look tomaximize the value of their assets by undertakingvertical or horizontal subdivisions. In our currentenvironment of low interest rates and compressedcap rates, real estate values for core assets in majormarkets, such as New York City, have becomeextremely expensive, and only those real estateprofessionals who are able to “create” value byfinding the best and highest use for eachcomponent part of an asset will thrive. Forexample, it is now common practice in New YorkCity for investors to acquire assets with the view toseparate into office, retail and/or hotelcomponents, keep some portion of the asset, sell-offother parts and employ creative techniques toenhance financing alternatives and ultimate exitstrategies. Our attorneys regularly deal withcomplex forms of ownership regimes – be theycondominiums, mixed-use assets, ground leases or

alternative forms of ownership – and are thus able to add tremendous value to our clients employingsuch creative strategies.

Distressed Real Estate: Distressed real estatesituations are often messy and it is in thesesituations that a firm with creative and intelligentlawyers with expertise at each level of the capitalstack can really distinguish itself. Our extensiveexperience in real estate capital markets andfinancing transactions (on both sides of the table)enables our attorneys to expertly navigate throughthe myriad of complex issues and relationshipsinherent in dealing with troubled assets. Weregularly deal with complex tools and techniquesused in real estate financings – such as springing orexploding guaranties, enforcement issuessurrounding non-recourse carve-outs, intercreditor,subordination and other co-lender agreements,foreclosure rights, claims and defenses, voluntaryforeclosures, receivership proceedings, deeds-in-lieuof foreclosure, forbearance agreements, mezzanineloan enforcement, and pre-negotiation agreements.Although there really are innumerable scenariosthat fall within the ambit of “distressed real estate”,all of these matters present difficult and complexissues requiring thought, analysis, judgment andoften great creativity. Lawyers possessing theseskills can add enormous value.

Since the onset of the Global Financial Crisis, ourreal estate practice has handled a deluge of so-


called “distressed” real estate transactions. We recognized in the early stages of this crisis thatvirtually every real estate transaction wouldbecome distressed in one way or another and,accordingly, we formally created our DistressedReal Estate Practice Group in early 2008 toestablish a multidisciplinary approach in advisingour clients. This group consists of lawyers from ourreal estate, bankruptcy and insolvency, structuredfinance, tax and litigation practices, who work as ateam to represent clients seamlessly in all angles ofthe debt and capital structure. We are extremelywell-versed in the applicable workout, recapitaliza-tion and restructuring strategies and are presentlyin the midst of numerous workout andrestructuring transactions throughout the U.S. andLatin America.

Generally, our practice has fallen into two generalareas: representing parties that are distressed andfighting for survival, and representing parties thatare attempting to capitalize on the “distressed”

nature of other parties. We have been on all sidesof distressed transactions many times and this givesus a great advantage; accordingly, we can add realvalue for our clients in these matters. Ourdistressed real estate work falls into the followinggeneral categories:

Workouts and restructurings (cross references•to Bankruptcy);Bankruptcy and Insolvency Situations;•Recapitalizations; and•Distressed Debt Acquisitions. •

National Practice:We are based in New YorkCity; however, our practice is truly “national” innature. Since the Firm’s inception, we have actedas lead co unsel or co-counsel in thousands ofmatters in virtually all U.S. jurisdictions. Acting ina multi-state matter gets easier and more efficientover time; among other things, over the course of the many transactions we have handled, we havedeveloped a large network of local counsel whomwe oversee in providing advice on local law issues in transactions outside of New York.

We have been on all sides ofdistressed transactions manytimes and this gives us a greatadvantage; accordingly, we can add real value for our clients in these matters.

We are based in New York City;however, our practice is truly“national” in nature. Since

the Firm’s inception, we have actedas lead counsel or co-counsel in

thousands of matters in virtually allU.S. jurisdictions.


International Practice: In addition to our coreU.S. and Latin American/Caribbean practices, wehave an extensive international practice andregularly handle non-U.S. transactions. Our RealEstate Practice Group has handled numeroustransactions for our U.S.-based clients investingoutside of the United States, including in such jurisdictions as Korea, Hong Kong, Japan, China,India, Argentina, Mexico, the United Kingdom,and Singapore. While we do not provide adviceon local law matters, we are well-versed in thecritical tax and transactional concerns that need

to be considered and addressed when a clientbased in one jurisdiction ventures into anotherjurisdiction. We have also assisted in structuringsuch investments through holding companies inthe Netherlands, Barbados, the Cayman Islands,Mauritius, and other countries.

These transactions have pertained to all assetclasses and encompassed acquisitions anddispositions, development and constructionprojects, joint ventures, financings, and leasing.

Tranche Warfare: There are many billions ofdollars of real estate transactions that werelaunched using structured finance andsecuritization structures that fundamentallychanged the landscape in the United States forcommercial real estate finance. Among otherthings, these structures are now famous forthousands of intricate pages of documentationthat are extremely complicated. Many of thesehave a securitized first mortgage and multiplelayers of mezzanine debt on top of the firstmortgage.

Structured finance transactions come underparticular scrutiny when their parties becomestressed or distressed or when the maturity datehits. In the past it was largely the borrowerfighting with the lender for survival. This timearound, although borrowers are still involved innumerous workouts with lenders, the “new gamein town” is so-called “tranche warfare”. This is

In addition to our core U.S. andLatin American/Caribbean

practices, we have an extensiveinternational practice andregularly handle non-U.S.

transactions. Our Real EstatePractice Group has handled

numerous transactions for ourU.S. based clients investingoutside of the United States,

including in such jurisdictions asKorea, Hong Kong, Japan,

China, India, Argentina, Mexico,the United Kingdom,

and Singapore.

when the different debt holders realize that there isa lot at stake in the upcoming workout and eachhas a different position and that the way theworkout (or litigation) is handled could have agreat effect on the monetary recovery that will beobtained.

Only the most sophisticated law firms can be usedfor these transactions since the documents arequite complex and the legal theories intricate. Inaddition, a law firm with the appropriate skill levelmust have expertise in real estate, structuredfinance, litigation, bankruptcy and has to have aframework where these different disciplines worktogether as a unit. Finally, it is an added tonic if thelaw firm is modest in size and not wrought with anunmanageable number of technical or strategicconflicts of interest, as the different tranches ofdebt are usually held by multiple institutions thatare usually economically adverse (and even hostile)to each other.


Co-ventures is an area where an experienced practitioner has a huge

advantage over a real estate generalist, who is invariably a novice in this area.

Accordingly, we add great value to our clients by not only bringing to bear

our real estate expertise, but being able to competently and effectively handle

their joint venture negotiations.


additional practice areas enhancing ourpure play in real estate

Corporate Real Estate / RealEstate Private Equity (JointVentures, Partnerships and otherCo-Venture Matters)

The Firm is proud to have an excellent generalcorporate practice (which handles M&A in thepublic and private markets, asset acquisitions anddispositions, and other corporate transactions);however, we are confident that we have the finestcorporate real estate practice to be found anywhereon the planet. Indeed, the Firm’s corporate realestate practice is one of the crown jewels of theFirm’s real estate practice.

Since the Firm was formed in 1997, we haveworked on thousands of different corporate realestate transactions. Of course not all of these dealsclosed, but most had complex structuring issues andintricate negotiations, and many had verysophisticated, lengthy and multifaceteddocumentation. This joint venture practice is avery difficult area, and plays to our strengths ofcreativity and being able to contemplate multiplepossible future outcomes. Also, most importantly,co-ventures is an area where an experiencedpractitioner has a huge advantage over a real estategeneralist, who is invariably a novice in this area.Accordingly, we add great value to our clients bynot only bringing to bear our real estate expertise,but being able to competently and effectivelyhandle their joint venture negotiations. The core

of our practice is representing the “money partner”(usually institutional investment funds) whichcontribute the lion’s share of the capital in a co-investment with an “operating partner” whichgenerally identifies the investment opportunity andis the “on the ground” manager of the investment.However, we are also often called upon to representour owner/developer clients in such ventures. Wehave handled matters of this nature extensively,both for so-called “one-off” transactions, forportfolio transactions, and for platform-basedtransactions. Obviously, understanding thebusiness objectives of both sides puts us at a hugeadvantage over many of law firms who considerthemselves our competitors.

Many of the Firm’s approximately 55 real estateattorneys have a strong background in thesecorporate real estate transactions; however, it bearsmention that department head Terri Adler anddepartment founder Bruce Stachenfeld (i.e.,“Bruce’N’Terri”) built their reputations around thisarea over many years. When Bruce’N’Terri wereelected to The Commercial Observer’s 2013 Power100 Reader’s Poll that details the 100 mostpowerful people in New York real estate, it waslargely on the strength of this expertise.

Although corporate real estate is notable for itscreativity and differentiation among transactions,the practice loosely falls into the followingcategories, in respect of all of which we haveextensive experience:



Financial Partner/Operating PartnerTransactions, Including “Promote” Structures:These transactions involving a financial partner(s)teaming up with an operating partner(s) toeffectuate a real estate transaction.

Programmatic Transactions and So-called“Transaction Production Agreements”: Thesetransactions are ones in which parties team up formultiple transactions (as opposed to so-called “one-off” transactions). These are much morecomplicated as there are more possibleramifications to be thought through.

Preferred Equity: These transactions sometimesare pretty easy and encompass simple modificationsto standard common equity transactions to add apreferred equity hurdle to the waterfall.Alternatively, our clients are intending to turn amezzanine loan transaction into a preferred equitytransaction, and these are much more complex.

Recapitalizations and Restructurings: Thesetransactions are often the most difficult in thatthey involve the recapitalization of an existingequity structure, which may be complex,

improperly formed, or both. There are numerousissues of concern here; however, it is mostimportant to note that this challenges our lawyersto the highest level in that they have to figure outthe incipient ramifications of the existing structureand shore them up for the future. Following alongwith the concept that joint venture transactionsare like playing chess in the future, this is whenone steps into someone else’s incomplete chessgame.

Fund Formation and Administration:We haverepresented our clients in syndications and theformation of real estate funds, including so-called“sponsor capital funds”.

Acquisition of So-called “Secondaries”: As notedpreviously, we have represented our clients inacquiring billions of dollars of investments in realestate opportunity and other investment funds thatare loosely referred to as “secondaries”. Please seethe description of this practice – and ourSecondaries Practice Group – previously describedin the general description of our Real EstatePractice.

We have represented our clients insyndications and the formation of

real estate funds, includingso-called “sponsor capital funds”.


Real Estate Litigation

The Firm has an exceptional real estate litigationpractice.

Our Litigation Practice Group handles manydifferent types of litigation (including financialservices litigation and all manner of generalcommercial litigation); however, our litigators areparticularly skilled in real estate litigation. Theselitigation matters have included, by way ofexample:

Put-back/take-back cases from the plaintiff ’s•side;Put-back/take-back cases from the defendant’s•side;So called “tranche warfare” matters;•Bondholder claims in CMBS and related•matters;Commercial mortgage foreclosures;•Mezzanine loan foreclosures;•Buy/sell disputes;•Lender liability from both the borrower’s and•the lender’s side;Partnership disputes and divorces;•Contract disputes and pre-contract strategies;•Land use/development disputes;•Commercial lease disputes;•Subprime cases; and•Structured financial products disputes,•including: (i) Disputes arising from CDO’s and CLO’s

Indenture rights;(ii) Credit default swaps;

(iii ) Asset-backed securities (ABS), mortgage-backed securities (MBS) and auction rate securities (ARS);

(iv ) Asset management disputes; and(v ) Derivatives.

In keeping with our Pure Play concept, when itcomes to real estate litigation, we are a powerhousecomparable to any firm in New York City. This isfor two reasons:

First, and most obviously, our litigators have such adeep background in real estate litigation.

Second, our litigators have the benefit of thelargest and most expert real estate group in NewYork City to back them up. This is a hugeadvantage for our clients. Consider the example(noted previously) of a real estate litigation matter(e.g., a partnership dispute between two partners),and consider the value to the client of couplingcreative, but practical, litigators who have deepand broad experience in handling all aspects of realestate-related disputes with the leadingpractitioners in the world of real estate partnerships(who have unparalleled experience in negotiatingpartnership agreements) available to figure outevery possible strategy.

In a partnership dispute, we have partners whohave written and negotiated hundreds – and eventhousands – of partnership agreements. In a realestate finance dispute, we have partners who havewritten and negotiated thousands of real estatefinance documents. And so on….

Tax and ERISA Real Estate

Through the hiring of Stephen Land, who is one ofthe foremost tax lawyers in the U.S., the Firm isable to boast a top-quality U.S. and internationaltax practice. Stephen (a math major from HarvardCollege and a graduate of Harvard Law School andHarvard Business School) is a veteran of thirtyyears of sophisticated tax work, including stints atSullivan & Cromwell and, most recently, head ofthe U.S. tax practice at Linklaters. This hasrecently culminated with his appointment asSecretary of the Tax Section of the New York StateBar Association – to become Chair in 2016 – oneof the most prestigious tax positions anywhere for atax lawyer.

Among other things, Stephen has handledexceptionally complicated inbound and outboundinvestment transactions, tax controversies, mergersand acquisitions, restructurings, financial

instruments, investment funds, executivecompensation and employee benefits, and taxcontroversy work). In addition, Stephen hasstructured and advised on many of the largest andmost complicated transactions in the world. He isrecognized by his peers as a thought leader in theprofession. Now our tax department (which includes Stephenand two tax associates from Linklaters) has becomea non-secret weapon for the Firm’s Real EstatePractice Group. Our real estate attorneys – and ourreal estate clients – are quite pleased to be able togo to the tax department to structure transactionsand, of even greater importance, to think arounddifficult issues. Unlike the tax groups of manyother firms, which may understand their role assaying “no” to aggressive tax positions, our taxlawyers conceive of their mission as a mandate toavoid the easy way out (of just saying “no”).Instead, they think around problems while both (i)being appropriately conservative and (ii) finding asolution that works. Although hard to prove inmaterials such as these, another thing the realestate lawyers and clients really appreciate is thefact that our tax lawyers are easy to speak to andcan translate difficult and complex problems intounderstandable descriptions that are easy for non-tax minds to work with.

Our Tax Group routinely advises our real estateclients on the following:


Stephen Land was recentlyappointed as Secretary of the TaxSection of the New York State

Bar Association – and is scheduledto become Chair in 2016 – one ofthe most prestigious tax positions

anywhere for a tax lawyer.

Formation of tax-efficient structures;•Negotiating fund-operator joint ventures;•New York State and City Transfer Taxes•Foreign investment in US real estate•(including avoiding FIRPTA for foreigninvestors);Structures for investment in non-US real•estate and debt;Real estate fund formation;•Fund manager compensation;•Complex equity participations and debt•restructurings;Avoiding Cancellation of Indebtedness•Income;Arranging tax-free like-kind exchanges;•Tax-exempt investors (including UBTI and•Fractions Rule compliance);Managing REIT compliance; and•ERISA investors (including VCOCs and•REOCs).

Given the globalization of commercial real estate,an in-depth familiarity in international tax issues isessential. Cross-border transactions (inbound oroutbound) invariably have critical tax issues. OurTax Practice Group has deep expertise in theseissues and works closely with our Real EstatePractice Group in these matters. Our tax lawyersalso regularly advise our non-U.S. clients on amyriad of issues relating to investments in the U.S.,including the following:

Securing treaty benefits;•Avoiding being engaged in a “trade or•

business” in the U.S.;Minimizing withholding tax burdens;•Navigating anti-deferral regimes such as the•PFIC and CFC rules;Integrating U.S. and foreign tax planning to•minimize overall tax burdens;Dealing with FATCA and other foreign•accounts reporting; andPreserving exemptions for foreign pension and•sovereign wealth funds.

ERISA: The Firm has an excellent ERISApractice; indeed, Stephen Land (describedpreviously in the Firm’s Real Estate Tax PracticeGroup) was responsible for the ERISA practice atfor Linklaters for over 15 years. Employee benefitplans continue to be a primary source of capital forreal estate - as Willie Sutton said about robbingbanks, “That’s where the money is”. But accessingthis pool of capital can expose other parties todraconian liabilities under ERISA’s fiduciarystandards and penalty taxes.


Given the globalization ofcommercial real estate, an in-depth

familiarity in international taxissues is essential...Our Tax

Practice Group has deep expertisein these issues and works closelywith our Real Estate Practice

Group in these matters.

Business Reorganizations andInsolvency for Real EstateClients

The Firm has strong expertise in the area ofbusiness reorganizations, bankruptcy and insolvency. This includes the acquisition ofdistressed businesses, bankruptcy litigation, creditorrepresentation (for secured and unsecuredcreditors), representation of equity holders,directors and officers of distressed businesses,representation of official committees, and DIPLending. When it comes to real estate matters, theFirm has a particular ability to be useful to ourclients for the simple reason that our bankruptcyand related practitioners can draw upon theenormous expertise and experience of the Firm’sReal Estate Practice Group.

Although our real estate insolvency practice hasvarious components – some of which are describedpreviously in our general Real Estate PracticeGroup description, the practice is looselycategorized in the following areas:

Distressed Real Estate;•Workouts and restructuring of debt and equity;•Real estate bankruptcy – lender and acquirer•representation;Section 363 asset sales;•Mezzanine loan foreclosure;•Commercial mortgage foreclosure;•

“Tranche Warfare”;•Special Servicer Representation;•Distressed leases (landlord or tenant); and•Bankruptcy aspects of structured finance.•

A good representative transaction concerns theacquisition of the Shops at Georgetown Park byour client Angelo, Gordon & Co., L.P. In thattransaction, we guided our client through theprocess of purchasing a bankrupt lender’s positionin the non-performing senior debt encumbering amajor Washington, D.C. shopping center. Purchasing the loan required our client to bevictorious at the Section 363 Asset Sale, and thento assemble the agreement of the various borrowerconstituencies and litigants to a settlementinvolving a consensual foreclosure simultaneouslywith structuring a joint venture with a major U.S.mall owner/operator.2


The Firm has a particularability to be useful to our

clients in bankruptcy mattersfor the simple reason that our

bankruptcy and relatedpractitioners can draw uponthe enormous expertise andexperience of the Firm’s

Real Estate Practice Group.

2 Prior results do not guarantee a similar outcome.

Environmental – Real Estate

While not every real estate transaction hasenvironmental issues, when such issues do arise,the Firm has in-depth expertise and experience inidentifying and resolving thorny environmentalissues in real estate matters. The Firm’s approach toevery real estate environmental concern is to assessthe issues quickly and propose solutions to ourclients that will work. The skills offered by ourenvironmental practice include:

Risk avoidance/minimization: conducting and•managing environmental due diligencereviews, advising on and procuringenvironmental insurance, and advising oncompliance with property transfer obligations(ISRA/CTA) in support of real estatetransactions.

Negotiations: negotiating and drafting client-•protective environmental provisions in avariety of real estate transaction documents(including purchase and sale agreements,leases, indemnification/release agreements, andsite access agreements).

Site Remediation: advising on and resolving •contaminated real property issues (brownfields,(E) designations, underground storage tanks,asbestos, mold, indoor air).

Operations: advising on compliance with on-•site chemical/petroleum use, storage anddisposal requirements.

Litigation and enforcement actions: designing•effective defense and prosecution of costrecovery actions and a variety of otherstatutory and contractual environmental lawclaims arising in real estate matters andtransactions.

The depth and expertise of the Firm’senvironmental practice has been an integralcomponent of our Pure Play in Real Estate Law -successfully and efficiently resolving complicatedenvironmental issues that arise in real estatetransactions for a diverse client base.


The depth and expertise of theFirm’s environmental practicehas been an integral componentof our Pure Play in Real Estate

Law – successfully andefficiently resolving

complicated environmentalissues that arise in real estatetransactions for a diverse

client base.

Tax Exempt Organizations – RealEstate

There are numerous real estate industry playerswho are used to becoming involved in transactionswith other non-tax-exempt parties and, in thatregard, the transaction is relatively straightforward(although admittedly sometimes complex) – onenegotiates documents, signs them up and proceedsforward.

However, this can be an invitation for disaster ifyou are dealing with a church, a synagogue,another religious organization, or certain othertypes of charitable organizations.

For example:

You might require New York Attorney General•and/or Court approval – this has to be built intothe transaction and requires a lawyer who iswell-versed in the attendant risks and issues;

You must consider whether the transaction is•properly authorized and, in that regard,understand the nature of the entity with whichyou are doing business; and

You might need to obtain an independent•appraisal to assure that adequate considerationis being received.

Duval & Stachenfeld LLP is well-known throughoutthe community of tax exempt organizations as one ofonly a handful of law firms with a practice whichadvises on both routine and complex matters arisingin the real estate arena. Due to the many overlapswith the rest of the Firm’s Pure Play in Real Estate,the Tax Exempt Organizations Practice Group hasdeveloped a real estate focus to assist its clients.

Our Tax Exempt Practice Group is headed by DavidSamuels, who is a graduate of Harvard College andHarvard Law School. David worked at the NewYork Attorney General’s office as Deputy Chief ofthe Charities Bureau for eight years handling exactlythese types of real estate matters. He is the “best ofthe best” in this area.


Our Tax Exempt PracticeGroup is headed by David

Samuels, who is a graduate ofHarvard College and HarvardLaw School. David worked at

the New York AttorneyGeneral’s office as Deputy

Chief of the Charities Bureaufor eight years handling exactly

these types of real estatematters. He is the “best of the

best” in this area.

The following are representative types of mattersthat we handle for such organizations in the realestate space:

Leasing and sub-leasing;•

Acquisitions and dispositions;•

Sales, leases, exchanges, and mortgages•regarding real property of religious corporations(generally requiring AG and Court Approval);

Sales, leases, exchanges, and mortgages•regarding real property of non-religiouscorporations;

Modifying real estate holdings and leases;•

Licensing agreements involving use of space•owned by tax-exempt organizations; and

Real property tax exemptions (applications and•litigation of disputes).


We are proud to say that we have made incredible progress towards our goal:

To be able to represent any client with a sophisticated matter anywhere in

the capital stack and anywhere in the world.


Since the Firm was formed in 1997, we have beeninvolved in approximately 5,000 matters, almost allof which have been centered around real estate andthe related disciplines outlined previously. We areproud to say that we have made incredible progresstowards our goal:

To be able to represent any client with asophisticated matter anywhere in the capitalstack and anywhere in the world.

With the foregoing backdrop, and knowing we canonly mention an extremely small number of theoverall deal volume, we have singled out a fewmatters, which encompass both transactions anddispute resolution matters, that we think exemplifythe sophistication of our practice, and the loyaltyand commitment of our attorneys to our clients, asfollows3:

Carlton House – New York, New York: We•represented our client, Angelo, Gordon & Co.,in the acquisition and redevelopment of theformer hotel property located at 680 MadisonAvenue into a mixed-use residential and retailcomplex. Our Firm handled the purchase andredevelopment of the project, the restructuringof the ground lease position, the complexmulti-tranche financing and refinancing, and,finally, the sale of a portion of the retail spacethrough a synthetic bifurcation of the groundlease between the retail and residentialcomponent of the building.

NorthStar Realty Finance Corp. –•Secondaries Purchase:We represented ourclient, NorthStar Realty Finance Corp., in itsapproximately $900,000,000 acquisition of aportfolio of limited partnership interests inapproximately 25 private equity funds from theState of New Jersey Common Pension Fund E.

1372 Broadway Ground Lease Acquisition –•New York, New York: We represented ourclient, New York Life Insurance Company, inthe acquisition of the fee interest in, andconcurrent negotiation of the form of groundlease to encumber, a prestigious office buildinglocated at 1372 Broadway in MidtownManhattan. Our client acquired the feeinterest/ground lessor position from the sellerconcurrently with the sale by the seller of theground lessee interest to an unaffiliated thirdparty.

375 Pearl Street – New York, New York:•We represented our client in the negotiation ofa joint venture agreement for the acquisition of


representative matters

Since the Firm was formed in1997, we have been involved inapproximately 5,000 matters,almost all of which have beencentered around real estate and

related disciplines.

3 Prior results do not guarantee a similar outcome.

the principal condominium interest in abuilding located at 375 Pearl Street in lowerManhattan to be converted to approximately1,000,000 square feet of data center use.

Commercial Mortgage Repurchase Claim:•We represented our client, a trustee, actingthrough the special servicer of a CMBS trust,in an action in federal court against a loanoriginator for breaches of representations andwarranties made in connection with thesecuritization of a commercial mortgage loanhaving an original principal balance of $100million.

Distressed Debt Transaction – Caribbean:•We represented our client in the acquisition ofan approximately $1 billion portfolio ofdistressed mortgage loans and REO propertiesfrom a bank. This transaction includedconcurrently closing on over $200 million ofacquisition financing and the structuring ofseveral layers of equity with both institutionaland private investors (including the sellerretaining an equity interest).

Chelsea Market – New York, New York:•We represented our client, Angelo, Gordon &Co., in the acquisition and eventualdisposition of the Chelsea Market propertycommencing in 1998 and ending in 2011. Thetransaction initially involved a multi-partyjoint venture including a principal of the then-

existing owner and ended with a recapitaliza-tion and joint venture with the party thatultimately acquired 100% of the interests fromour client. These joint ventures contemplatedthe acquisition, financing, redevelopment andeventual disposition of the property as a mediaand specialty-food destination. This propertyplayed a significant role in turning themeatpacking district into the vibrantdestination that it is today.

NorthStar Realty Finance Corp. –•Manufactured Housing Community Portfolio– Various Locations: We represented ourclient, NorthStar Realty Finance Corp., in its$825,000,000 acquisition of a portfolio of 72manufactured housing communities locatedacross five states. The transaction alsoinvolved the negotiation of a joint venturewith the largest private operator ofmanufactured housing communities in theUnited States and financing provided bymultiple lenders.

Manhattan Class A Office Leasing – Various•Locations: Representation of institutionallandlords in their leasing programs for variousClass A Manhattan properties, including thefollowing buildings: 530 Fifth Avenue; 551Madison Avenue; 680 Madison Avenue; andthe former Lehman Brothers headquartersbuilding (745 Seventh Avenue).


Retail Leasing – Nationwide: Representation•of major national retailers, including Prada (ineach of its North American retail and officelocations), Nike/Converse, Polo Ralph Lauren,Circuit City, Kmart, H&M, and Gucci Group,in high profile retail and office leasing.

Pier 57 Retail Leasing – New York, New•York: Representation of our client YoungWoo & Associates in the leasing of its excitingPier 57 project, a 275,000 square foot retailproject now under development on alandmarked Hudson River pier.

Beachfront Development – Anguilla: We•represented our client, Island Global Yachting,in connection with the acquisition ofdeveloped and undeveloped beachfront realestate on a Caribbean island, for purposes ofdeveloping a luxury resort, villas,condominiums and a mega-yacht marina. Thetransaction also involved a complicated equitystructure, involving several participants, eachbased in different countries, and each havingits own tax and regulatory concerns.Additionally, the development rights and theproffered local government incentives for theproject required careful structuring, in order topreserve those benefits, intact, as thetransaction proceeded through negotiations.

Caribbean Tourism Villages and Piers –•Various Locations: We represent our client (aleading cruise ship line company) in the

development of tourism villages and cruise shippiers in the Caribbean, including in manyinstances the redevelopment of the existingpier and surrounding properties. Ourrepresentation has included negotiation of theberthing agreement covering our client’s rightsand obligations with respect to thedevelopment. All of these projects are in thenature of so-called “public-privatepartnerships” and involve extensive dealingswith the applicable governmental authorities.

Georgetown Park Shopping Center –•Washington, D.C.:We represented our client,Angelo, Gordon & Co., in the purchase of adefaulted loan encumbering a retail shoppingcenter in the heart of Georgetown,Washington, D.C. through a “363 sale” as partof the bankruptcy proceedings of the mortgagelender. In connection with the acquisition, wenegotiated a complex joint venture agreementbetween our client and a publicly traded REITto form a jointly-controlled entity that wouldultimately acquire the underlying propertythrough a deed-in-lieu of foreclosuretransaction with the intention of redevelopingthe property.

Citadel Center – Anchor Office Leasing –•Chicago, Illinois: Representation of our clientDearborn Capital Group in two major leasingtransactions at the Citadel Center, a 1.5million square foot trophy office million squarefoot trophy office tower in downtown



Chicago. One transaction involved therestructuring, extension and modification ofthe anchor tenant’s 325,000 square foot leaseand the other was a lease with a national lawfirm for more than 100,000 square feet.

Former Montgomery Ward sites – Chicago,•Illinois: We represented our client, Angelo,Gordon & Co., in an enormous multi-year andmulti-faceted transaction involving (amongother things) our client acquiring the corporatereal estate assets of Montgomery Ward inChicago, the multi-phased redevelopment of aportion of Chicago located near the formerCabrini-Green housing projects, thenegotiation of multiple multi-party jointventures, and a vertical and horizontalsubdivision of a single building into fourseparate fee interests involving the drafting ofa 201-page building operating agreement. Thedevelopment was of great importance to theCity of Chicago and, accordingly, the attorneysat the Firm worked closely with the City innumerous aspects including the negotiation ofa critical tax increment financing.

Korea Loan acquisition – Seoul, Korea: We•represented our client, an affiliate of Angelo,Gordon & Co., in the acquisition of a loanmade by a non-US bank to a Korean affiliate ofa third party investment bank. The purchasedloan and certain other loans were used by theborrower thereunder to fund various securedand unsecured financings to various third party

Korean borrowers. The purchased loan wasguaranteed by the borrower, which had alreadyfiled for bankruptcy in the U.S. at the time ofthe acquisition. The transaction was furthercomplicated by the borrower filing a petitionfor rehabilitation in Korea (the Koreanequivalent of a Chapter 11 reorganization).The transaction also involved the negotiationof a multi-party standstill agreement with theborrower’s other creditors. The reorganizationwas subsequently dismissed and borrower wasultimately declared bankrupt by a Koreanbankruptcy court (the Korean equivalent of aChapter 7 liquidation). The transaction wasextremely complex (involving the laws ofmultiple non-US jurisdictions and numerouscross border tax, insolvency and structuredfinance issues).

Anaheim GardenWalk Acquistion –•Anaheim, California: We negotiated a jointventure agreement on behalf of our client,Anaheim Capital Partners LLC, in connectionwith the acquisition of the outdoor retail mallcommonly known as the AnaheimGardenWalk, located in Anaheim, California.The property was purchased from the formermortgage lenders who had previously acquiredtitle to the property by foreclosure, whichmade the transaction more complicated from adiligence prospective as many of the diligenceitems were in disarray due to the foreclosure.In addition, we negotiated the loan documentsfor a new mortgage loan obtained by our clientfrom the sellers.


Ground-Up Residential Development –•Jersey City, New Jersey: We represented ourclient, Toll Brothers, Inc., in the negotiation ofa joint venture agreement and relateddevelopment documents and the relatedtransfer of a development site owned by ourclient in Jersey City, New Jersey for thedevelopment and operation of a mixed-usehigh rise residential project. The first phase ofdevelopment will result in a building with 417rental units and approximately 16,000 squarefeet of retail space.

Multi-State Self-Storage Portfolio Financing:•We represented Cantor Commercial RealEstate Lending, L.P. in connection with theorigination of a $30,000,000+ first mortgageloan secured by 13 self-storage propertieslocated in 5 different states. The loan wasoriginated for securitization and includedopinions for each of the jurisdictions in whicha property was located in addition to a non-consolidation opinion and the standardcorporate opinion. The transaction was a top-ten loan within its securitization.

Various Loan Acquisitions, Dispositions,•“DPO’s” and other Restructurings: Sincethe onset of the Global Financial Crisis, and itsaftermath, we have represented a variety ofclients in many billions of dollars of loanacquisitions, dispositions, discounted-payoffs,and other restructuring transactionsthroughout the U.S. and in non-U.S.

jurisdictions. These included both mortgageand mezzanine loans secured by property orinterests in entities that own property invarious jurisdictions throughout the U.S.These restructurings included debt/equityconversions, so-called “A/B Note” structuresand other structures.

Hotel Loan Acquisition – Various Locations:•We represented our client in connection withthe purchase of loans held by an investmentbanking institution, which encumbered morethan 20 hotels located in various states.Simultaneously with such acquisition of suchloans, we negotiated and obtained deeds-in-lieu of foreclosure from the more than 20separate borrowers that owned the subjecthotels. Each of the hotels was part of anational hotel franchise, and accordingly, hotelfranchise documents were concurrentlynegotiated and executed.

FBO – Various Locations:We represented•our client, in connection with the acquisitionof a controlling interest in an aircraftmanagement, maintenance and supply facilitylocated in Oxford, Connecticut. The airportfacility was located on a gr ound lease from theState of Connecticut, and the acquisitionrequired extensive negotiations with severalstate agencies (and committees of the statelegislature) to acquire, finance and expand theground lease. We also represented this clientin connection with the acquisition of airport

facilities in other states (including Florida andMinnesota), which required us to work withother state and municipal agencies in order toobtain approval for the transactions and tomodify the ground leases.

St. Ermins Hotel – London, United•Kingdom: We represented our client, Angelo,Gordon & Co., in connection with thepurchase of a hotel in England that was ownedby a European corporation through an entityacquisition (acquiring both the entity thatowned the real property and the entity thatowned the hotel operations). After the closingof the acquisition, we negotiated the financingfor the hotel, together with local UnitedKingdom counsel.

Ground Lease and Fee Acquisition of•Showcase Mall – Las Vegas, Nevada:Werepresented our client in the acquisition of twoadjoining parcels, one owned in fee and oneowned through a ground lease. Due to therestrictive nature and non-financeability of theground lease, we concurrently negotiated theacquisition of the fee interest in the groundlease parcel. The transaction culminated in theconcurrent closing of the acquisition of thelessee and lessor interest in the ground leaseparcel and the acquisition of the fee parcel,together with two separate financings on thetwo parcels and a complex crossed jointventure agreement among the acquiring

principals. Since the acquisition in 2005, wehave handled all of the retail leasing for theproject, including leases with Ross Stores, HardRock Café, Coca-Cola, Marshalls/TJ Max andOutback Restaurants

Cooperative and Condominium Projects –•New York, New York: We have representedvarious clients on the acquisition of developedand undeveloped sites throughout New York,the obtaining of construction financing, andthe ultimate creation of condominium orcooperative structures to facilitate the sale ofresidential apartment units. In addition, wehave represented various clients on theacquisition of “unsold shares” or “sponsorunits” in pre-existing or cooperatives orcondominiums and the eventual sale of suchunits. n


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