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Real Estate M&A and REIT Transactions 2012


Speaker(s): Adam O. Emmerich, Alan P. Hartman, Benjamin R. Weber, Bruce Rubenstein, Cristina Arumi, David W. Bonser, Edward J. Schneidman, Edward S. Nekritz, Emanuel C. Grillo, Gil Menna, Jacqueline Marcus, James Collins, James J. Hanks, Jr., James M. Barkley, John D. Rayis, Jonathan L. Friedman, Joshua M. Holmes, Judith D. Fryer, Julian T. Kleindorfer, Karen F. Turk, Lisa Beeson, Marjorie L. Reifenberg, Matthew J. Lustig, Michael Blair, Michael E. McTiernan, Murray J. McCabe, R. Webster Neighbor, Richard E. Fournier, Jr., Robin Panovka, Thomas Grier
Recorded on: Jan. 12, 2012
PLI Program #: 35440

Manny Grillo is a partner in the firm's Business Law Department and serves as chair of its Financial Restructuring Practice. Manny has broad-based experience representing secured and unsecured creditors, debtors and court-appointed trustees, as well as both sellers and purchasers in distressed mergers and acquisitions conducted under the auspices of the Bankruptcy Code. His experience includes cross-border and prepackaged bankruptcy cases. Manny regularly advises banks, hedge funds and other financial institutions regarding insolvency and restructuring matters in complex financing, securitization and derivative securities transactions. He has extensive experience in real estate restructurings having worked on portfolios of hospitality assets with values in excess of $ 1billion, commercial real estate and residential assets, and medical care facilities subject to sale-leaseback arrangements.


Michael T. Blair, Managing Director and Deputy General Counsel of Prologis, Inc., oversees the company's general corporate matters, including capital markets, finance and business transactions. Prior to joining Prologis, Mike was a partner at Greenberg Traurig in Chicago for six months and prior to that Mike was at Mayer Brown in Chicago for 20 years where he was a partner and co-head of its real estate capital markets practice. Mike has represented Prologis as primary outside counsel since its inception in 1991.


R. Webster Neighbor

Senior Vice President
LAMCO LLC, a subsidiary of Lehman Brothers Holdings Inc.

Web Neighbor serves as Senior Vice President in the Global Real Estate Group of Legacy Asset Management Company LLC ("LAMCO"), a subsidiary of Lehman Brothers Holdings Inc. He is responsible for arranging debt and equity financing, structuring, and managing investments in Lehman Brothers' real estate portfolio. During his career at Lehman Brothers and successor entities, Mr. Neighbor has completed over $30 billion of public and private real estate transactions in an investment banking and principal investing capacity.

Mr. Neighbor was a Leonard Wood Fellow and a Kenan-Flagler Fellow at the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill, from which he received his M.B.A. Mr. Neighbor received his Bachelor of Science in Civil Engineering from Oregon State University.


Benjamin Weber is a partner in the Commercial Real Estate Group at Sullivan & Cromwell LLP’s New York office. He has experience in a broad range of real estate, corporate finance and private and public securities transactions, including acquisitions, dispositions, financings, private equity investments and restructurings.

Recently he has advised:  Blue Pool Capital, Beth Madrash Govoha, British Airways, Cadillac Fairview, Cole Real Estate Investments, Delaware Life Insurance Company, Forest City Realty Trust, Fremont Group, Glick Family Investments, Goldman Sachs/BSPI, The Joseph Hotung family, Jujamcyn Theaters, Storage Post Self Storage, Table Management, Vornado Realty Trust, Wells Fargo and Winter Properties.

Rankings and Recognitions

  • BTI Consulting Group (2016) – recognized as a law firm Client Service All-Star
  • Chambers USA (2019, 2020) – recognized in REITs Law
  • New York Super Lawyers (2007-2020) – recognized as a Super Lawyer in Real Estate Law
  • The Best Lawyers in America (2013-2019) – recognized in Real Estate Law and Mergers & Acquisitions Law
  • The Legal 500 United States (2014, 2017, 2018) – recognized in Real Estate Law

Education

  • University of Minnesota Law School, J.D. 1990
  • University of Minnesota, B.S. 1986

Clerkships

The Honorable John R. Gibson, United States Court of Appeals, Eighth Circuit, 1990-1991


Adam practices in the corporate department of Wachtell Lipton, focusing primarily on mergers and acquisitions, particularly in the REIT and publicly traded real estate areas, as well as on corporate governance and securities law matters. His practice includes a broad representation of public and private enterprises in various industries throughout the United States and globally in connection with mergers and acquisitions, divestitures, spin-offs, joint ventures, and financing transactions. He also has extensive experience in takeover defense and corporate governance matters.

Adam is recognized as one of the 500 leading lawyers in America by Lawdragon, one of the world’s leading lawyers in the field of Mergers and Acquisitions in Chambers and Partners, and an expert in each of M&A, Corporate Governance and M&A in the real estate field by Who’s Who Legal, which has named him among the WWL Thought Leaders: Global Elite 2020 and also as Lawyer of the Year in M&A for 2019.  Adam is also recognized as an expert both in M&A and in Corporate Governance by Euromoney Institutional Investor’s Expert Guides and a highly regarded leading lawyer by IFLR 1000.  Adam was named one of Hollywood’s Top 20 Dealmakers of 2017 by The Hollywood Reporter and has also been profiled together with Robin Panovka by Lawdragon for their work in our REIT and real estate M&A practice.

After serving as a law clerk to the Hon. Abner J. Mikva of the United States Court of Appeals for the District of Columbia Circuit, Emmerich joined the firm in 1986 and was named partner in 1991.  He attended Swarthmore College and the University of Chicago, from which he earned a JD with honors.  While at the University of Chicago, Emmerich served as topics and comments editor of The University of Chicago Law Review, was elected to the Order of the Coif, and was the recipient of an Olin Fellowship in law and economics.

Adam is co-chair of the International Institute for the Study of Cross-Border M&A (XBMA), co-chair of the advisory board of New York University’s NYU SPS Schack Institute of Real Estate REIT Center, and a member of the American Law Institute. He has served as co-chair of the NYU Real Estate Institute’s Annual Symposium on REITs since its inception. He is a member of the Corporate Academic Bridge Group of the NYU Pollack Center for Law & Business, and a frequent contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation. Adam serves on the board of the American Friends of Rambam Medical Center (of which he was president for more than a decade) and the American Friends of the Israel Museum, and as president of the Friends of the Israel Antiquities Authority. He was previously a member of the board of the Lawyers Alliance for New York, the Visiting Committee of The University of Chicago Law School, The Ramaz School and co-chair of the Young Lawyers Division of the UJA-Federation in New York.

Adam lives with his wife in Manhattan, where they raised their two daughters and son.


Alan Hartman joined Centerview Partners in 2009 after 15 years with Merrill Lynch where he had been Head of Americas Mergers & Acquisitions and Global Head of Merrill Lynch's Healthcare M&A Group. He was named one of the "Dealmakers of the Year" in 2006 and 2007 by Dealmaker Magazine. Mr. Hartman's transaction experience includes advising Pfizer in its $68 billion acquisition of Wyeth, Boston Scientific in its $25 billion acquisition of Guidant Corporation, the buyout group in its $33 billion acquisition of HCA, Astra-Zeneca in its $15.2 billion acquisition of Medimmune, Ventas in its $7.0 billion acquisition of Nationwide Health Properties, OSI in its $4.0 billion sale to Astellas, Celgene in its $2.9 billion acquisition of Pharmion, Immunex in its $16 billion sale to Amgen, Gilead in its $1.4 billion acquisition of CV Therapeutics, Province in its $1.7 billion sale to Lifepoint, Mylan in its $6.7 billion acquisition of Merck KGaA generics, Biogen IDEC and Mylan in their respective proxy fights with Carl Icahn, Ventas in its $3.1 billion acquisition of Atria Senior Living and its $2.0 billion acquisition of Sunrise Senior Living REIT, IDEC in its $7.0 billion merger of equals with Biogen, Icos in its $2.4 billion sale to Eli Lilly, Triad in its $2.4 billion acquisition of Quorum, Bergen in its $3.7 billion merger of equals with Amerisource, Quest Diagnostics in its $1.6 billion acquisition of Unilab and AML, and Pfizer in the $4.2 billion sale of its Adams division to Cadbury Schweppes.

Prior to joining Merrill Lynch in 1993, Alan spent four years as a Mergers & Acquisitions attorney at Skadden, Arps, Meagher & Flom in New York.

He received a B.S. in economics from the Wharton School of Finance and a J.D. from Harvard Law School.


Judith Fryer is a Shareholder in Greenberg Traurig, LLP an international, full-service law firm with approximately 1800 attorneys serving clients from more than 30 offices in the United States, Latin America, Europe and Asia. Judy is the Co-Head of the National REIT Practice.  She is a Fellow of the American Bar Foundation, which is an honor granted to only 1/3 of 1% of the lawyers in each State. 

Judy is an expert on real estate securities and was honored to serve on the Executive Committee of NAREIT and on its Board of Governors. 

She has written and lectured extensively on securities, REIT and partnership issues. She has chaired two substantive committees in the Business Law Section of the American Bar Association relating to REITs - one for the Federal Regulation of Securities Committee and one for the State Regulation of Securities Committee.  She serves as a member of the Board of the Investment Program Association  ("IPA"), an Industry Association for public non-traded REITs and similar products. 

Judy has been involved in all aspects of a REIT's life cycle, including initial public offerings, follow on offerings, mergers, acquisitions, dispositions and corporate governance and has counseled both traded and non-traded REITs.  She has represented equity, mortgage and hybrid REITs.

She has represented more than 100 entities in connection with initial public offerings and in connection with their corporate, securities and other matters. 


Lisa Beeson is a Managing Director and Head of Global Real Estate M&A at Barclays Capital. Ms. Beeson previously held the same position at Lehman Brothers. She joined Barclays Capital in September 2008 following the acquisition of Lehman Brothers' US Investment Banking operations. 

Prior to joining Lehman Brothers, Ms. Beeson was a Managing Director at Morgan Stanley and Wachovia Securities. 

Over her 25 years of investment banking, Ms. Beeson has worked on transactions with an aggregate value of $400 billion, including $150 billion in the lodging, gaming and real estate sectors. She has been the lead advisor on numerous real estate transactions including: Barclays sale of it's equity interest in Archstone to Lehman Brothers; Blackstone's acquisition of Centro Properties US assets, Brookfield's recapitalization of GGP;  Mubadala's investment in The Related Company;  Vornado's proposed acquisition of EOP; General Growth Properties' acquisition of Rouse; the merger of Lexington Corporate Properties Trust and Newkirk; the sale of Arden to General Electric; Weyerhaeuser's hostile acquisition of Willamette Industries; and the merger of Smithkline Beecham and Glaxo Industries.

Ms. Beeson received her BA in Economics and International Relations from the University of Pennsylvania.


Rich Fournier is an assurance partner in the Real Estate Group of the Boston office of PwC. He has over 27 years of experience in the real estate industry and specializes in working with public and private REITs, private real estate investment advisors and funds as well as hospitality firms and financial institutions. He has extensive experience in REIT initial public offerings, SEC reporting, real estate accounting issues, fair value accounting and reporting matters, transaction support and internal controls.

Rich graduated summa cum laude with a B.S. in Accounting from the University of Connecticut. He is a licensed certified public accountant in Connecticut, Massachusetts and New York. He is a member of the American Institute of Certified Public Accountants, the Massachusetts Society of Certified Public Accountants and the National Association of Real Estate Investment Trusts.


James Barkley currently serves as General Counsel of Indianapolis-based Simon Property Group, Inc., an S&P 100 company and the largest retail real estate company in the world.  The Company currently owns or has an interest in approximately 230 retail real estate properties in North America, Europe and Asia.

Mr. Barkley received his B.S. degree from Indiana University in 1974 and was awarded a J.D. degree from the Robert H. McKinney of Law in 1977.  Mr. Barkley joined Simon in 1978 as a staff attorney and was named Assistant General Counsel in 1984.  In 1992 he was named General Counsel of Melvin Simon & Associates, Inc. and was appointed General Counsel and Secretary of Simon Property Group, Inc. at the time of its formation in 1993.

Mr. Barkley is a member of the Indianapolis and Indiana State Bar Associations and was elected in 1991 to the American College of Real Estate Lawyers.  Mr. Barkley previously served on the Board of Directors of the Indiana Chamber of Commerce and currently sits on the Robert H. McKinney School of Law Board of Visitors.  He is a frequent lecturer, speaker and panelist on legal issues as they relate to public real estate companies.

Mr. Barkley resides with his wife Cindy in Indianapolis, Indiana.


David Bonser is Head of the firm’s REIT practice and also Head of the firm's Equity and US Debt Capital Markets practice and focuses his practice on advising and representing public and private companies in a wide variety of corporate, securities, and partnership transactions, with a particular focus on real estate companies.

David has extensive experience in public and private company merger and acquisition and joint venture transactions, serving as the primary counsel in more than a dozen public company real estate M&A transactions in the past several years. He has a broad range of M&A and joint venture experience, having represented buyers, sellers (including special committees of public company targets), partners, and financial advisors.

He also has advised issuers and underwriters in more than 100 public and private capital-raising transactions by real estate companies, including public and private equity and debt securities offerings and fund formations. His public company practice involves advice on general business issues and general securities law and reporting compliance matters, including compliance with the Sarbanes-Oxley Act, Dodd-Frank and NYSE corporate governance standards.


Ed Nekritz serves as chief legal officer and general counsel for Prologis. He oversees the provision of all legal services for Prologis on a worldwide basis. He is also responsible for Prologis' strategic capital and investment services groups. Furthermore, he leads Prologis' risk management and ESG departments. Mr. Nekritz focuses significant efforts on Prologis' strategic initiatives, including mergers & acquisitions, global investment funds and portfolio transactions. He also serves as the secretary to the Prologis board of directors.

Mr. Nekritz joined Prologis as a vice president in 1995. Previously, he was with the international law firm of Mayer, Brown & Platt (now Mayer Brown), where he practiced real estate and corporate law from 1990 to 1995.

Mr. Nekritz serves on the Junior Achievement Rocky Mountain Board of Directors and Executive Committee and the Staenberg-Loup Jewish Community Center Denver Board of Directors. Mr. Nekritz received his J.D. from the University of Chicago Law School and his Bachelor of Arts, with honors, from Harvard College.


JAMES J. HANKS, JR. is a partner with the 775-lawyer firm of Venable LLP, with offices in Baltimore, Los Angeles, New York, San Francisco and Washington, and Distinguished Visiting Professor from Practice at the University of Maryland School of Law.  For many years, Jim was a Visiting Senior Lecturer of Management at Cornell Business School, an Adjunct Professor of Law at Cornell Law School and a Senior Lecturer at Northwestern Law School.  Jim received his A.B., from Princeton University; his LL.B. from the University of Maryland Law School, where he was an editor of the Maryland Law Review; and his LL.M. from Harvard Law School.  For a year after receiving his LL.B., he was law clerk to Judge Charles Fahy of the United States Court of Appeals for the District of Columbia Circuit.

Approximately 80% of all publicly registered REITs are formed under Maryland law.  Jim and his colleagues advise approximately 60% of this group, as well as privately-held REITs and other entities, on Maryland law in connection with REIT formations, equity and debt offerings, mergers and acquisitions, takeover defenses, stockholder litigation and corporate governance matters.  Jim has advised buyers or sellers in more than 250 mergers or acquisitions, many valued at more than one billion dollars.  He has also represented parties in cross-border mergers and acquisitions, joint ventures and other transactions.  Jim regularly serves as independent counsel to boards of directors and board committees of REITs and other major U.S. corporations and as an expert witness in connection with significant transactions, stockholder litigation, conflicts of interest and corporate governance issues.  Jim also advises governments on revision of their corporate and securities laws.

Jim is the author of the definitive 900-page treatise Maryland Corporation Law (published in 1990 and supplemented annually) and the co-author (with former Stanford Law School Dean Bayless Manning) of the fourth edition of Legal Capital (published in 2013).  He is also the author of several law review articles and a frequent speaker on corporation law and governance.  Jim has been actively involved in the revision of the Maryland General Corporation Law, the Maryland REIT Law and the Model Business Corporation Act, which has been adopted substantially in its entirety by approximately 30 American states.

Jim is thrilled to be married to Sabine Senoner, of Kitzbühel, Austria, and they have an utterly charming daughter, Maria Dorothy, age 16, who will talk your head off in German or English.

 


John D. Rayis represents clients on a wide range of tax matters, including complex partner- ship transactions, real estate investment trusts (REITs), debt offerings and restructurings, mergers and acquisitions, entertainment joint ventures and financings, Section 1031 like- kind exchanges, project financings, sale/leaseback transactions and tax-exempt financings. He advises clients on foreign investments in the United States involving the Foreign Invest- ment Real Property Tax Act (FIRPTA) and issues involving tax-exempt organizations.

Mr. Rayis is the tax adviser for various REITs, including the Anderson-Tully Company, one of the first timber REITs; Alexandria Real Estate Equities, Inc.; Apartment Investment and Management Company, Inc. (AIMCO); Menasha Forest Products Corporation; Newcastle Investment Corp.; Pinnacle Holdings Inc.; and Westfield America, Inc.

Mr. Rayis has represented both investment banks and corporations in various tax-free and taxable acquisitions, spin-offs and financings, including Health Net, Inc. Mr. Rayis advised Oakley, Inc., the well-known eyewear manufacturer, in its $230 million initial public offering.

Mr. Rayis represented the Commonwealth of Puerto Rico and the Puerto Rico Telephone Authority in obtaining an unprecedented private letter ruling that allowed the Telephone Authority to issue $744 million of revenue refunding bonds. He also has advised one of the first wind energy projects in the United States to qualify for a newly enacted tax credit, and has represented various clients with respect to buybacks of power sales agreements.

Mr. Rayis regularly provides tax advice relating to executive compensation and handles federal and state tax controversies. He is a frequent lecturer and panelist at conferences on tax matters.

Mr. Rayis repeatedly has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business in the Capital Markets: REITs category, in Chambers USA: America’s Leading Lawyers for Business as one of America’s leading REIT tax lawyers and in The Best Lawyers in America.

Education

LL.M., University of Michigan, 1980

J.D., Wayne State University, 1979 (cum laude)

B.S. and B.A., Michigan State University, 1977 (with honors)

Experience

Member, Advisory Board, Journal of Taxation of Corporate Transactions

Clinical  Assistant  Professor,  University of Southern California, School of Business  Administration  (1992)

Associations

Chairman, Corporate Tax Section, Los Angeles County Bar Association (1992-1993)

Bar Admissions

California

Illinois

Michigan


Jonathan L. Friedman
Partner
Skadden, Arps, Slate, Meagher & Flom LLP
Corporate

Jonathan Friedman’s practice focuses primarily on corporate and securities law matters, including mergers and acquisitions, public offerings, private placements, joint ventures, and tender and exchange offers. He also advises clients on SEC reporting obligations and corporate governance matters. He hasrepresented clients in a wide range of industries, including real estate (REITs), hospitality, apparel, gaming and entertainment. Mr. Friedman has represented:

  • Thomas Properties Group, Inc. in its merger with Parkway Properties, Inc.;
  • ECHO Realty LP, a privately held developer, owner and operator of commercial real estate, in the sale of a one-third interest to H&R Real Estate Investment Trust; 
  • Nationwide Health Properties, Inc. in its $7.4 billion acquisition by Ventas, Inc., a transaction that created one of the largest publicly traded REITs and the leading health care REIT by equity value;
  • Apartment Investment and Management Company (AIMCO) in numerous transactions, including its $1.5 billion acquisition of Casden Properties Inc.; public offerings and private placements; OP Unit transactions; limited partnership mergers and tender offers; and joint ventures;
  • Fortress Investment Group LLC in its initial public offering, honored as one of the “Equity Deals of the Year” by International Financial Law Review (the IPO was the first public listing of an alternative asset investment manager in the United States); and in its $220 million add-on offering;
  • Capital Shopping Centres Group PLC in a $600 million REIT joint venture with Equity One, Inc.;
  • DineEquity, Inc. in its $2.1 billion acquisition of Applebee’s Inc.;
  • Wynn Resorts, Limited in a $2.3 billion refinancing that included the sale of $2.3 billion of first mortgage notes, $1 billion of new credit facilities and a tender offer for second mortgage notes;
  • American Land Lease, Inc. in its $438 million sale to Green Courte Partners, LLC;
  • Babcock & Brown Limited in its $766 million acquisition of BNP Residential Properties, Inc.;
  • MPG Office Trust, Inc. in a $1.2 billion joint venture with Macquarie Office Trust; and
  • Mosaic Media Group in its acquisition of dick clark productions, inc.

Education

J.D., Stanford Law School, 1988
B.S.E., The Wharton School, University of Pennsylvania, 1985 (summa cum laude)

Associations

Member, Board of Directors, Los Angeles
Regional Foodbank

Bar Admissions

California


Julian Kleindorfer is global Co-chair of Latham & Watkins' REIT Industry Group. His practice focuses on corporate finance transactions, mergers and acquisitions, board counseling and general company representation. Mr. Kleindorfer brings particular expertise to transactions in the real estate, hospitality and gaming industries.


Matthew J. Lustig is Chairman of Investment Banking, North America as well as Head of Real Estate & Lodging at Lazard, advising clients on strategic transactions in the real estate and lodging industries.

Previously, Mr. Lustig served as Head of Investment Banking, North America managing Financial Advisory businesses relating to Mergers & Acquisitions, Restructuring, Private Capital Advisory, Lazard Middle Market, Shareholder Advisory and Capital Structure Advisory. Separately he has headed the Real Estate private equity business of Lazard and its post-IPO successors, which included multiple funds with over $2.5 billion of equity capital invested in public and private real estate operating companies and properties. Prior to joining Lazard in 1989, Mr. Lustig was with Drexel Burnham Lambert and Chase Manhattan Bank.

Mr. Lustig serves on the boards of Boston Properties, Inc. (NYSE: BXP) and Ventas, Inc. (NYSE: VTR). He serves on the advisory boards of the School of Foreign Service at Georgetown University, his alma mater, The Zell-Lurie Real Estate Center at the Wharton School of the University of Pennsylvania (Chairman) and the Milstein Center for Real Estate at Columbia Business School. He is a former Executive Committee and Board member of the Pension Real Estate Association, a member of the Real Estate Roundtable and the Council on Foreign Relations.


Michael McTiernan has spent more than two decades focused almost exclusively on corporate and securities matters related to REITs and other real estate companies.  With extensive experience both at the U.S. Securities & Exchange Commission (“SEC”), including as head of the SEC’s REIT group, and in private practice, Michael provides his real estate company and underwriter clients a uniquely broad perspective on securities law, corporate finance and corporate governance matters related to real estate companies.

Michael’s practice focuses on advising traded and non-traded REITs, board special committees and underwriters in a wide variety of corporate and securities matters, including initial public offerings, follow-on offerings, mergers and acquisitions, SEC reporting, SEC investigations, related-party transactions and corporate governance.

After serving as an Assistant Director at the SEC, where he played a leading role in developing all of the SEC's recent interpretive guidance for REITs, Michael joined Hogan Lovells as a partner in 2013.  Michael is recognized by Chambers USA as one of the nation’s leading REIT lawyers and regularly speaks on REIT-related matters at industry conferences.  He is a member of the National Association of Real Estate Investment Trusts (NAREIT) and the American Bar Association (ABA).


Tom Grier is a Managing Director and Head of Real Estate for J.P. Morgan. Tom is a 20 year veteran of real estate investment banking. Over the span of his career, Tom has advised real estate clients on mergers and acquisitions and raising equity and debt capital for his clients as well as defense assignments and asset sales.


For over 20 years, Cristina Arumi has been focusing her practice on the tax aspects of capital markets and M&A transactions involving real estate investment trusts (REITs), real estate funds, and joint ventures in addition to tax components of foreign investment in U.S. real estate.

She regularly advises both public and private REITs, including mortgage REITs, closely held real estate companies, real estate funds, and non-U.S. real estate investors on a variety of matters. She has worked on multiple transactions involving mergers and acquisitions, the formation and initial public offering of UPREITs, REIT conversions, rollup transactions, downREIT transactions, and public debt and equity offerings.

Cristina also advises a number of REITs on ongoing operating matters, including compliance with tax protection agreements in the course of subsequent transactions and refinancings, and has years of experience representing clients in requests for private letter rulings from the IRS, as well as experience representing REITs and taxable REIT subsidiaries undergoing IRS audits.

Cristina advises non-U.S. clients – individuals, foreign pensions, and sovereign investors – of the U.S. tax implications of investments and operations in the United States, including the Foreign Investment in Real Property Tax Act (FIRPTA). She also advises both U.S. and non-U.S. clients regarding U.S. tax implications on a variety of cross-border transactions.

Before re-joining Hogan Lovells in March 2019, Cristina was a principal of Ernst & Young LLP's National Tax Department for six years. Prior to that, she was a partner and the global leader of the Tax practice area at Hogan Lovells. During her initial 17 years at the firm, Cristina advised on the tax aspects of many of the most complex and high-profile real estate-related transactions in the industry.


Robin Panovka is a partner and co-chairman of Wachtell Lipton’s Real Estate and REIT M&A practices, which are consistently at the forefront of major transactions in the public REIT, real estate, hospitality and gaming industries.  He also advises on large scale-development projects, governance and strategic matters. 

Robin has been named one of the Lawdragon 500 Leading Lawyers in the U.S., and is ranked as one of the leading M&A and REIT lawyers by Chambers, Legal 500, Who’s Who Legal and similar publications. He has been featured in a number of publications for leadership in his fields, including Lawdragon Magazine and American Lawyer and is a recipient of New York University’s Urban Leadership Award.

He is the co-author of “REITs: Mergers and Acquisitions,” a leading treatise published by Law Journal Press, and has authored many articles on related subjects. He is co-chair of the NYU REIT Center and has served as an adjunct professor at Columbia Business and Law Schools and in NYU’s Masters in Real Estate Program. He is a founding director of the International Institute for the Study of Cross-Border M&A (XBMA), a joint venture among Peking University, Cambridge and NYU. He lectures frequently and chairs annual conferences for the NYU REIT Center, Practising Law Institute and XBMA. He is also active on a number of educational and non-profit boards, including the boards of Duke Law School and NYU’s Real Estate Institute; is a fellow of the American Bar Foundation and the American College of Real Estate Lawyers; and serves on the Cornell University Council.

Robin was heavily involved in the redevelopment of the World Trade Center for more than a decade following its destruction on September 11, 2001, including negotiating the master plan and “footprint swap” chronicled in the Cornell Real Estate Review, American Lawyer Magazine and other publications.

He holds degrees from Cornell University and Duke Law School.  He grew up in South Africa and Israel and currently lives in Manhattan.


Bruce Rubenstein joined Kimco Realty Corporation in March 1998 as a senior attorney, and currently serves as Vice President and General Counsel. Mr. Rubenstein is responsible for overseeing and managing Kimco’s legal affairs, its in-house legal department and outside counsel. Prior to joining Kimco, Mr. Rubenstein served as General Counsel to AVR Realty Company, a diverse real estate company based in Yonkers, New York. He also practiced law at the law firms of Weinberg and Green in Baltimore, Maryland, Delson and Gordon and at Robinson, Silverman, Pearce, Aronsohn and Berman, both in New York City. Mr. Rubenstein graduated from Johns Hopkins University in 1978 with a degree in Political Science. He received his Juris Doctorate from Boston University School of Law along with a Master's Degree in City and Regional Planning from Harvard University’s John F. Kennedy school of Government, both in 1982. Mr. Rubenstein received an M.B.A. from New York University’s Stern School of Business in 1998.


Gil Menna is a co-chair of the firm’s REITs and Real Estate M+A Practice. Mr. Menna also participates in the firm’s Mergers & Acquisitions, Capital Markets, Public Companies, Real Estate Tax and Private Investment Funds Practices. He is a former member of Goodwin’s Management and Executive committees, and former chair of the firm’s global Real Estate Capital Markets Group.

Mr. Menna represents many of the nation’s leading publicly traded real estate operating companies in connection with their merger and acquisition, corporate finance and corporate governance matters. In addition to his extensive knowledge of the public REIT industry, he also has significant experience representing a variety of real estate investment managers in connection with their private equity capital, merger and acquisition and portfolio acquisition transactions.

For the past eight years, Mr. Menna has captained Team Goodwin in the Pan-Mass Challenge, a charity bike ride which raises money for the Dana-Farber Cancer Institute. In that time, Goodwin has raised over $670,000 for cancer research and treatment. He has also participated in the Pan-Mass Challenge charity bike ride for 20 years.

Areas of Practice

REITs and Real Estate M+A
Mergers + Acquisitions
Capital Markets
Public Companies
Real Estate Tax
Real Estate Investment Funds

Experience

Over the several years, he has assisted clients in structuring and executing REIT transactions totaling well in excess of $160 billion, with more than $120 billion in M&A transactions and $40 billion in equity and debt securities offerings.

Most recently, he has represented:

  • Monogram Residential Trust in connection with its proposed highly structured $3 billion privatization transaction with Greystar and a consortium of foreign investors
  • Underwriting syndicate in Invitation Homes’ $1.8 billion IPO, the largest U.S. IPO since October 2015 and the second largest REIT IPO ever
  • MAA (Mid-America Apartment Communities, Inc.) in its $3.9 billion acquisition with Post Properties Inc.
  • The Scion Group LLC in its $1.4 billion acquisition (in joint venture with Canada Pension Plan Investment Board and the Government of Singapore Investment Corporation) of University House Communities Group, Inc.
  • Paramount Group Inc. in connection with its $2.6 billion IPO, the largest IPO in the REIT industry ever
  • Essex Property Trust in its $15.4 billion merger with BRE Properties, creating the third-largest multifamily REIT in the country
  • MAA (Mid-America Apartment Communities, Inc.) in its $8.6 billion acquisition of Colonial Properties Trust, Inc.
  • Cole Credit Property Trust II in its $7.1 billion acquisition by Spirit Realty Capital, Inc.
  • AvalonBay Communities, Inc. in its $16 billion acquisition (in joint venture with Equity Residential) of Archstone Enterprise LP
  • CreXus Investment Corp in its $ 1 billion acquisition by Annaly Capital Management, Inc.
Professional Activities

Mr. Menna is a Board Associate member of NAREIT, and a member of the Real Estate Roundtable and the board of directors of New York University's Real Estate Institute's REIT Center.

He is an adjunct professor and lecturer in law at Columbia University, where he teaches a course on real estate M&A and restructurings.

Mr. Menna has written and lectured extensively on topics in real estate securities and mergers & acquisitions, as well as on tax law issues facing the real estate capital markets industry.

Recognition

Mr. Menna is widely recognized as one of the nation’s leading REIT attorneys and has practiced in the real estate M&A and real estate securities area for over 33 years. In 2010, during NAREIT’s 50 anniversary, he was honored with the association’s Lifetime Achievement Award for his outstanding contributions to the REIT market. He is annually recognized as a “Star Individual” in Nationwide REITs by Chambers USA: America’s Leading Lawyers for Business and was most recently named to the Legal 500’s inaugural Hall of Fame list for his work in the REIT space. He has also been selected for inclusion in the Lawdragon 500, Chambers Global: The World’s Leading Lawyers for Business, U.S. News-Best Lawyers and, as a young lawyer, was previously selected for inclusion in The American Lawyer’s “Forty-five Under 45” – a list of young lawyers “who are making their mark today and will lead the profession tomorrow.”

Credentials

Education
  • M.L.T., 1983
    Georgetown University
  • J.D., 1982
    Georgetown University Law Center
  • B.A., 1978
    Syracuse University
    (magna cum laude, Phi Beta Kappa)
Admissions

Bar
Massachusetts
California
New York

Courts
U.S. Tax Court


Jacqueline Marcus has concentrated her practice in business reorganizations, securitizations and secured transactions since joining the Firm in 1982. She has represented both creditors and debtors in a wide variety of restructuring and bankruptcy matters.

Ms. Marcus has an active debtor practice and is one of the lead attorneys representing Lehman Brothers Holdings Inc. and its affiliates in its bankruptcy proceedings. She was one of the lead attorneys representing Extended Stay Inc. and its affiliates in its chapter 11 restructuring. Ms. Marcus also played a key role representing creditors in the chapter 11 cases of Black Diamond Mining Company, Tropicana Entertainment LLC, Epic Resorts, LLC and Food Barn Stores, Inc., as well as in many out-of-court restructurings. She works closely with members of Weil's Structured Finance practice.

In October 2010, Ms. Marcus was featured as AmLaw Daily’s “Dealmaker of the Week” for her representation of Extended Stay. Ms. Marcus is highly ranked in the field of Bankruptcy/Restructuring by Chambers USA. Ms. Marcus has contributed to publications and seminar materials on various restructuring topics.

Education

New York University (J.D., 1982)
University of Pennsylvania (B.A., 1979)


Joshua M. Holmes is a partner at the law firm Wachtell, Lipton, Rosen & Katz, where he focuses on the tax aspects of corporate transactions, including mergers and acquisitions, joint ventures, spin-offs and financial instruments.  Mr. Holmes received a B.A. from the University of Pennsylvania, an M.A. in Economics from Stanford University, a J.D. from Stanford Law School and an LL.M. in taxation from New York University School of Law.  Mr. Holmes is an active member of the Executive Committee of the Tax Section of the New York State Bar Association, in addition to being a member of the Tax Section of the American Bar Association, the USA branch of the International Fiscal Association, and the New York Committee of Realty Trust Tax Lawyers.  He is a frequent lecturer and writer on federal income tax issues.


Karen Turk is a partner in the firm's Tax group. Ms. Turk’s practice focuses on the tax aspects of structuring commercial transactions, including real estate and venture capital transactions, mergers and acquisitions, and structures to mitigate unrelated business taxable income for tax-exempt and pension investors. Ms. Turk has extensive experience in structuring collective investment vehicles with tax-exempt, domestic and non-US investors, and she routinely advises clients in connection with the formation and operation of investment funds, public and private REITs, and complex joint ventures. Ms. Turk joined Goodwin in 1999 and serves on the firm’s Partnership Committee.

Professional Activities
Ms. Turk is a member of the Boston, American and New York State Bar Associations.

EDUCATION
J.D., New York University School of Law, 1999 (cum laude)
B.A., Wesleyan University, 1989 (with honors)

ADMISSIONS
Ms. Turk is licensed to practice in Massachusetts and New York.