New York Real Estate

Venable / 13 12 / Venable National Real Estate and Related Practices The Venable Real Estate division is one of the most comprehensive real estate practices in the U.S. Across nine offices nationwide, we represent local, regional, national, and international clients, including developers, real estate funds, lenders, life insurance companies, pension funds, real estate investment trusts, other investors, nonprofit institutions, banks, retailers, utility companies, telecommunication companies, government agencies, property managers, and brokers. Our transactional experience involves all types and classes of property, including office buildings, hotels, retail shopping centers, industrial properties, transportation and utility properties, residential developments, theaters, museums, libraries, schools, and sports and entertainment facilities. We deliver a complete range of integrated legal services that are designed to achieve the best outcomes for our clients – from zoning and land use analyses to negotiation of design and construction agreements, formation of partnerships and limited liability companies, acquisitions, financings, leasing, and dispositions, and related tax, environmental, labor and employment, regulatory, and bankruptcy advice. Related Practices Nonprofit Transactions and Counseling The New York Real Estate Group advises clients regarding compliance with the New York Not-for-Profit Corporation Law and the New York Education Law in real estate and development projects. The issues may include project leadership, management, and oversight structures; conflicts of interest and fiduciary duties; and attorney general or court oversight and approvals for certain transactions. Our attorneys also work closely with the firm’s Nonprofit Organizations Practice to advise clients on tax and other issues that arise in the course of capital projects and real estate transactions, such as structural and legal relationships among foundations, taxable subsidiaries, chapters, affiliated federations, and other industry organizations, and tax matters, such as unrelated business taxable income (UBTI). Environmental The New York Real Estate Group regularly partners with the firm’s Environmental Group regarding the regulatory requirements of federal and state law that affect the development, financing, sale, and purchase of real estate, including natural resources; endangered species; pollution control; clean water (including wetlands) and clean air compliance; hazardous substance compliance; and site assessment and remediation. The Environmental Group’s work involves environmental remediation (including participation in New York State’s Voluntary Cleanup Program (VCP)) and development of environmental risk mitigation strategies. Our groups work in tandem when negotiating environmental indemnities and insurance policies that provide financial protection from cleanup costs, as well as third-party claims for property damage or bodily injury. We also structure “risk transfer” arrangements to assist buyers and sellers of properties with known environmental issues, which enable buyers and sellers of real property to shift risks relating to environmental conditions to a third party. Our environmental experience also includes advising clients on environmental impact review in connection with land use approvals; on “green” considerations, such as LEED-certified buildings; and on compliance with New York City and State laws relating to energy efficiency, alternative energy, pollution prevention, and energy savings – all areas of concern for property owners, investors, developers, and tenants. Tax Venable’s Tax Group works with the Real Estate Group to service the full range of federal, state, and local tax needs. Our tax attorneys handle a wide range of issues, including advisory and transactional assistance with matters such as real estate acquisitions; formation of joint ventures, real estate funds, and real estate investment trusts; tax controversies; and foreclosures and workouts. We provide sophisticated tax planning for real estate transactions to institutional investors, large and small businesses, individuals, and nonprofit organizations. We frequently advise non-U.S. investors regarding inbound real property investments, and U.S. clients engaging in outbound real estate investments. Our real estate and tax attorneys advise on real property tax exemptions, real property transfer tax and mortgage recording tax exemptions, sales tax exemptions, and like-kind exchange transactions. We also represent clients in state and local income tax matters, and in conflicts concerning recordation and transfer and mortgage recording taxes. Labor and Employment Venable’s Labor and Employment Group represents private and public sector clients in all aspects of employment – from recruitment to retirement – including Fair Labor Standards Act (FLSA) and Family Medical Leave Act (FMLA) issues; drafting employee handbooks and personnel manuals; negotiating employment and separation agreements; defending against defamation claims and age, race, sex, disability, and other discrimination claims; reductions in force; employment contract, trade secret, and wrongful discharge litigation; wage and hour issues; the Americans with Disabilities Act (ADA); and occupational safety and health (OSHA). On the labor side, our Labor and Employment Group acts as lead negotiators on behalf of developers and property owners in negotiations with many different unions, including IUOE, SEIU, USW, UFCW, UAW, Teamsters, and UNITE HERE. In addition, the Labor and Employment Group conducts training for employers on compliance with various regulations, regarding the proper use of email, performance review/evaluation training for managers or supervisors, investigating misconduct, firing without fear, handling problem employees, and the use of subcontractors. This training can help our real estate clients to avoid investigations and costly litigation. Bankruptcy Venable’s Bankruptcy Group represents debtors, trustees, creditors, property owners, investors, purchasers, lenders, and committees. This team works with the New York Real Estate Group to advise property owners, and to analyze and mitigate bankruptcy risk, as part of the structuring of acquisition and development transactions. Our Bankruptcy Group has been involved with some of the largest and most complex reorganizations in recent years, including acting as coordinating counsel for more than $18 billion of secured debt in the General Growth Properties Chapter 11 cases and representing holders of over $4 billion of mortgage loan debt in the Extended Stay Inc. Chapter 11 cases. In addition, the Bankruptcy Group represents special servicers of pools of loans in the commercial mortgage-backed securities industry, and provides advice regarding troubled commercial real estate loans, from borrower default through bankruptcy, foreclosure, and/or receivership proceedings, as well as note sales and, ultimately, the resale of collateral.