Real Estate
Clients who demand broad legal acumen and innovative thinking to guide their real estate projects from start to finish find those talents in the lawyers at Squire Sanders. Our real estate practice group has structured and finalized real estate transactions for clients around the globe – hotels from
Miami's
South
Beach to
Palau, golf courses from
Phoenix to
Scotland, airports, multifamily developments, mixed use facilities and power plants from the Midwestern US to
Venezuela.
We represent such varied clients as engineers and developers, contractors and commercial landlords, foreign and domestic investors, banks, bond companies, underwriters and public bodies. Our work involves the full spectrum of issues encountered in successfully closing a transaction – negotiating, completing due diligence, documenting and inking contracts.
Our clients in the hospitality industry have needs as diverse as the properties they represent. From acquisition, development and financing, to management, operations and loan workouts, industry clients demand broadminded legal counsel to meet the variety of issues facing them in an expanding hospitality market.
We have a long history of representing hospitality industry clients worldwide – developers, owners, operators, franchisers, franchisees and financial institutions – involving hundreds of properties including hotels, resorts and spas, performing arts theaters, sports stadiums and museums, snow skiing sites, golf courses, golf and tennis clubs, and fractional ownership projects. Additionally, we counsel our golf course clientele on land development and use issues, creation of private golf and country club documents, purchasing and selling courses, management and access agreements and trademark protection, among a host of other issues. Our clients have come to regard our lawyers as leading dealmakers who know how to analyze and complete transactions successfully, consistent with their goals and objectives.
We are technically skilled in all areas of real estate transactions, from tax exempt and variable-rate financing to equity participations and REITs, from construction lending to convertible and contingent-interest mortgages, from synthetic leases to syndications. One of our most significant functions is to develop the financing and ownership structures of a project to provide the client maximum benefits while limiting its vulnerability to tax and other liabilities.
We often direct due diligence for an acquisition and negotiate management and franchise agreements. We advise clients on how to deal with or acquire troubled projects and have extensive experience as debtor's counsel, creditors' counsel and creditors committee's counsel.
Our real estate practice group manages complex transactions worldwide. By opening offices, for instance, in the Czech Republic, Hungary, Russia, Poland and the Slovak Republic, Squire Sanders became one of the first law firms to address the growing need for lawyers to provide real estate services to enterprises and institutions in rapidly developing markets outside the US and Western Europe.
The extensive experience of our real estate team encompasses:
Acquisitions and disposition
Affordable housing and development
Bankruptcy, workouts and foreclosures
Construction
Financing
Hotel, resort and leisure properties
Loan work
Management agreements
Multifamily housing
Private equity
- Public-private partnerships
Practice Expertise
Representative Experience
- Representing an investor and leverage lender in two CDEs that have made NMTC-advantaged loans to a mixed use development near the campus of The Ohio State University that includes retail, entertainment, office space, rental housing and parking.
- Representing the largest regional shopping mall developer in the Southwest United States in the expansion of an Arizona fashion mall as the cornerstone of a new water front project. Our representation involved structuring, negotiation and documentation of the land acquisition and development agreements for a new high-end department store, a retail shopping bridge that will span Camelback Road, the leasing of two parking garages containing 2,000 parking spaces and the aerial bridge over Camelback Road connecting the garage structures.
- Representing a city in the negotiation of a residential development agreement. The development agreement also provided for the construction of a public-play golf course. Our work for the city included the preparation of a ground lease and operating agreement to provide for the construction and operation of the golf course by a private operator.
- Obtaining favorable settlement on just the third day of trial on behalf of a Florida-based realty company. The claim was for real estate commissions, which are rather important in Florida, against a Miami real estate developer. This case was unusual because it was based on an oral contract with the developer to protect the broker by assuring that any real estate contract for which the broker was the procuring cause would contain a provision entitling the broker to a commission paid for by the seller. Further, the broker had no contact with the seller other than learning of the offering price, and the property was being offered by the seller on a no-broker basis. The defendants urged that this was a disguised claim under a guarantee barred by the Statute of Frauds; they also denied that the broker had even showed the developer the property. The defendants settled for an amount six times their original offer before trial started.
- Representing an Ohio-based insurance company in connection with more than US$150 million in equity investments in low-income housing tax credit projects throughout the United States during 2007.
- Representing the developer in negotiating a development agreement with a Southwest US city for a new US$30 million minor hockey league arena/convention facility. The 5,000 seat, multipurpose arena/convention facility is to be owned initially by a special purpose district (controlled by the city) for the term of the financing and by the developer thereafter. The facility will be operated by an affiliate of the developer.
- Representing a fund affiliated with a major Wall Street investment bank in the private placement of US$300 million of limited partnership interests and participating shares in a real estate-based, multijurisdictional private equity fund.
- Representing the city of Phoenix, Arizona in the negotiation of development rights with the Rouse Company for a large regional retail shopping center comprising several parcels owned by the city. The parcels are being developed by Rouse in stages.
- Representing an NMTC community development entity in connection with its US$10 million loan to Tulane University for the expansion of its student union.
- Winning a jury verdict in Columbus, Ohio in state court in favor of a national REIT that develops enclosed malls and community shopping centers, in a case that turned on whether a nearby children’s play area unreasonably impinged on a jewelry store’s business in an enclosed shopping mall.
Case Studies
Situation:Cedar Fair, L.P., learned that CBS intended to sell its five US and Canadian Paramount amusement parks through an auction process. If Cedar Fair were able to acquire these parks, it could approximately double its holdings.Challenge:Cedar Fa...