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Negotiating Real Estate Deals 2016


Speaker(s): Douglas L. Harmon, Ellen M. Goodwin, Job Warshaw, Jonathan L. Mechanic, Lisa Alpert Rosen, Louis J. Hait, Martin D. Polevoy, Rachel Cotton, Richard S. Fries, Ronald D. Sernau, Ross Z. Silver, Scott M. Kobak, Steven D. Klein, Steven G. Horowitz, Thomas B. Mason
Recorded on: Jun. 21, 2016
PLI Program #: 145827

Background

Lisa works with portfolio lenders, commercial banks, CMBS master and special servicers, pension fund advisers, private equity funds, government-sponsored entities and owners nationwide to find strategic and cost-efficient solutions to finance, administer and manage their commercial real estate investments and portfolios. She represents structured finance participants in the acquisition of servicing rights in public and private securitizations, and routinely handles large loan originations, assumptions and restructurings exceeding $100 million, as well as investment sales, acquisitions and joint ventures. Lisa also handled resolution of several of the largest and most complicated CMBS loan assets for special servicers during the recent financial crisis.

Lisa brings broad legal and business perspective and problem-solving skills to all aspects of real estate, real estate finance and capital markets transactions. She serves as deputy chair of Sutherland’s Real Estate Practice Group.

Experience

  • Represented leading master and special servicers in public, private and agency securitizations exceeding $9 billion in deal volume in 2015.
  • Completed a $1.2 billion mortgage loan restructure with payment in full to holders of securitized and rake bond debt.
  • Closed modifications and extensions of subordinate participating construction and permanent mortgage loan facilities and subordination arrangements on multifamily properties exceeding $300 million in metropolitan Washington, DC.
  • Completed the long-term refinancing of a leading $150 million office building in Washington, DC and the defeasance of prior securitized debt.
  • Closed a $228 million mortgage and mezzanine financing in which the mortgage loan was secured by a 22-building office and retail portfolio located on more than 300 acres in the Midwest.
  • Represented government sponsored entity (GSE) on split loan documentation and co-lender servicing agreements for large multifamily loans.
  • Represented CMBS servicer in series of partial defeasances and a final full defeasance of $440 million loan. 

Awards

  • Selected for inclusion in Washington, DC, Super Lawyers® (2014-2015)
  • Recognized by Chambers USA: Guide to Leading Business Lawyers in the area of real estate (2015)

Professional Activities

  • Member, Real Property Probate and Trust Law Section, American Bar Association
  • Member, Commercial Real Estate Finance Council
  • Member, Commercial Real Estate Women (CREW)
  • Volunteer, Everybody Wins! literacy and mentoring program

Articles

  • Case Study: Wells Fargo v. Cherryland Mall (January 27, 2012) Reprinted with permission from Law360
  • Construction Issues on Leasing: A Landlord's Perspective (2002) ALI-ABA and Attorneys & Executives in Corporate Real Estate

Presentations

  • Negotiating Real Estate Deals 2014 (June 4, 2014) Practicing Law Institute (PLI)

Clerkships

  • Honorable Frank A. Kaufman, Chief Judge, District Court of Maryland


Ellen Goodwin is a partner in Alston & Bird’s 60-lawyer Real Estate Finance & Investment Group, the former co-chair of the Group and resident in the New York office. Ms. Goodwin concentrates her practice on commercial real estate finance and has represented investment banks, commercial banks, funds and insurance companies on a variety of loan transactions for both securitizations and portfolios, including construction loan financings, loan syndications and participations, co-lending and senior/subordinate arrangements and mezzanine finance. She acts as form and program counsel for a number of active CMBS, balance sheet and bridge lenders. Ms. Goodwin’s expertise additionally extends to the work-out, restructuring and foreclosure of both securitized and portfolio mortgage loans, and she has extensive experience working with special servicers. She represents both sellers and purchasers of whole loans, subordinate debt and mezzanine loans.

Ellen is a member of the American College of Real Estate Lawyers (ACREL), American Bar Association, and New York State Bar Association and is a frequent lecturer on various topics concerning real estate finance and work-outs and restructurings of mortgage and mezzanine loans. She speaks regularly for the Practising Law Institute, the New York State Bar Association, the New York City Bar Association, ACREL and the International Council of Shopping Centers.

Ellen has been listed in The Best Lawyers in America© in the Real Estate – New York category – for the last seven years and in The Best Lawyers® Business Edition 2017 – Women in the Law 2017.


Jonathan L. Mechanic is chairman of Fried Frank's Real Estate Department. Prior to joining Fried Frank as a partner, he was general counsel and a managing director of HRO International, a real estate development organization.

Mr. Mechanic routinely counsels developers, owners, investors, REITs, and lenders in all aspects of commercial real estate transactions. Notably, he represented JP Morgan in connection with its redevelopment of 270 Park Avenue into a new 2.5-million-square-foot headquarters building, Maefield Development in its approximately US$1.6 billion acquisition of 20 Times Square, and CWCapital Asset Management in its sale of Stuyvesant Town-Peter Cooper Village to Blackstone Group and Ivanhoé Cambridge. He also represents landlords and tenants in commercial leasing and ground lease transactions, including his representations of 21st Century Fox and News Corp. on their headquarters leases at 1211 Avenue of Americas; Citigroup in its long-term lease of its headquarters at 388-390 Greenwich Street and the exercise of its option to purchase the building; Coach in the sale-leaseback of its headquarters at 10 Hudson Yards; Ernst & Young in its more than 600,000-square-foot lease for its new headquarters at One Manhattan West; Shiseido in its 225,000-square foot lease for its US headquarters and JP Morgan in its 437,000-square-foot-lease, both at 390 Madison Avenue.

Mr. Mechanic was awarded the 2016 Distinguished Alumnus Award from NYU and the 2016 Chambers USA Outstanding Contribution to the Legal Profession Award. For a decade, Mr. Mechanic has been recognized by Chambers USA as a “Star Individual” in real estate. He is consistently included on Commercial Observer’s “Power 100” list of the most powerful people in NY real estate and was the only practicing attorney to make the list in 2015, 2016, 2017, and 2018. Fried Frank’s Real Estate Department is consistently recognized as Law360’s Real Estate Group of the Year and was awarded the Chambers USA 2018 Real Estate Client Service Award.

Mr. Mechanic has taught the real estate transactions course at Harvard Law School for nearly ten years. He also lectures regularly for NYU Law School, REBNY and PLI, and is a co-author of The Commercial Office Lease Handbook published by the ABA.

He is on the Executive Committee of the Board of Governors for REBNY and the Board of Trustees of NYU Law School. He is also Chairman of the Advisory Board of NYU Furman Center for Real Estate and Urban Policy, a member of the Advisory Board of NYU Schack Institute of Real Estate, a member of the Industrial Advisory Board for Columbia University Center for Urban Real Estate, and a member of ACREL.

Mr. Mechanic received his JD from New York University School of Law in 1977, where he served as an editor of the Law Review and was elected to the Order of the Coif, and his BA, magna cum laude, from Brandeis University in 1974. He is admitted to practice in New York.


Louis J. Hait is a Partner in the New York office of Arnold & Porter Kaye Scholer LLP, having joined predecessor Kaye Scholer LLP’s real estate department in 1983.

Mr. Hait's practice covers a broad range of commercial real estate, with an emphasis on the representation of capital providers at all levels of the capital stack, including representing banks and other lending institutions in originating structured mortgage and mezzanine debt, negotiating intercreditor and co-lender agreements, and acquiring portfolios of performing and non-performing loans; representing hedge funds, private equity and opportunity funds and pension plans providing mezzanine, preferred equity and common equity joint venture investments; and construction lending, leasing, acquisitions and sales. Mr. Hait has counseled both institutional lenders and borrowers in complex real estate loan workouts and restructurings during multiple down cycles in the real estate market. He has a particular expertise in fashioning "one-off" solutions for hard-to-structure, would-be loan assets.

Mr. Hait regularly writes and lectures on commercial real estate law. Most recently, he was a faculty member for the Practicing Law Institute's conference entitled "Negotiating Real Estate Deals 2016," at which he spoke on "Recent Trends in Real Estate Lending." Mr. Hait most recent publications were "Does a New York Foreclosure Create an Opportunity for a Tenant to Walk Away from Its Lease Obligations," which appeared in the Winter 2015 edition of NY Real Property Law Journal, and "Does the Use of Equity Pledges in Mortgage Loans create a 'Clogging' Issue?" which appeared in Law360 in March 2013.

Mr. Hait is recognized as a leading practitioner in Chamber’s USA:  Americas Leading Lawyers for Business.

Mr. Hait received his J.D. from New York University.


Martin Polevoy is the head of the real estate practice group in New York. His practice includes all areas of real estate, including acquisitions and dispositions, development, leasing, financing, joint ventures, construction contracts, restructuring and workouts. He represents many well-known national and international owners, developers, investors, and financial institutions, as well as European and Asian investors, in both debt and equity transactions in the United States.

Mr. Polevoy's practice includes representing the Port Authority of New York and New Jersey as real estate counsel in the redevelopment of the World Trade Center site; the development of a 1.7 million-square foot headquarters building for The New York Times Company in Manhattan; representing L’Oreal USA, Inc. in their new 400,000 square foot headquarters lease at the Hudson Yards development project in Manhattan; representing General Motors in the relocation of their New York headquarters; representing a major investment bank in over 2 million square feet of leasing transactions and the acquisition of its Manhattan headquarters building; acquisition of over 4 million square feet of first-class office buildings for a prominent German open-end real estate fund; and serving as national real estate counsel for one of the largest real estate funds in the United States, and representing Asian investors in the US, including Greenland Group [Shanghai], and CommerzReal  Group [Weissbaden, Germany].

In addition, he has been a frequent participant, as program chair and as a speaker and panelist, in continuing legal education programs of the American College of Real Estate Lawyers, the Practicing Law Institute, Georgetown University Law Center, and the Anglo-American Real Estate Institute. He has also written extensively on various aspects of real estate law.

Mr. Polevoy has been recognized as a leading real estate practitioner in many prominent surveys. The respected English research publisher Chambers & Partners cites him in Chambers USA: America's Leading Lawyers for Business as a leading lawyer in real estate, commenting, "His enthusiasm and immense knowledge are his greatest assets, according to clients." Chambers also noted Mr. Polevoy's "wealth of experience and practical business approach," described him as "incredibly dedicated and responsive," and said he "is a highly experienced lawyer whose distinguished career and expertise continue to attract high-profile clients. While described as 'a big name in leasing,' Polevoy provides an all-around service that is highly respected by his peers."


OVERVIEW

A dedicated litigator, Rachel F. Cotton represents individuals and corporations in government investigations, criminal prosecutions, and complex civil disputes.

Rachel also helps attorneys carefully navigate the professional responsibility challenges that confront them. She advises both lawyers and law firms on professional ethics, legal malpractice and disciplinary investigations.

Prior to joining Zuckerman Spaeder, Rachel was a litigation associate at Covington & Burling LLP, where she represented corporate clients in internal and government investigations and defended state government clients in litigation related to the administration of Medicaid.

Before attending law school, Ms. Cotton was the deputy press secretary to a U.S. senator. She also served as a press assistant for the 2004 presidential campaign.

EXPERIENCE

  • Represent the Special Committee of the Board of Directors of a trust in an internal investigation into allegations of insider trading and compliance issues.
  • Represented a professional athlete in a civil lawsuit alleging sexual assault.
  • Convinced the Washington DC Board of Ethics and Government Accountability that it had no jurisdiction to impose discipline against a city councilmember in a highly publicized controversy arising out of the award of a contract by the board of the Washington Metropolitan Area Transit Authority.
  • Led the successful representation of a large law firm in arbitration of claims made by a departed partner of the firm. The matter involved partnership and ethics issues, age discrimination, and the right of the law firm to arbitrate the claims of the departed partner.
  • Settled claims against a newspaper publisher and former CEO accused of misappropriating company funds for personal expenses.
  • Represented a large shareholder in a public company in a grand jury investigation regarding the possible short sales or insider transactions involving loans to executives. The government declined to seek an indictment.

NEWS

Publications

  • Ethics Issues for Immigration AttorneysNonimmigrant Visa Practice ManualDistrict of Columbia Bar, 2014
  • ABA Formal Opinion 464 and Nonlawyer Partners: If You Can’t Have One, Can You Work With a Firm ‎That Does?‎ABA/BNA Lawyers’ Manual on Professional ConductDecember 18, 2013
  • Ethics Issues for Immigration AttorneysFamily-Based Immigration Law: A Lawyer's GuideDistrict of Columbia Bar, 2013

Appearances

  • Fees: All About Getting Paid EthicallyDC Bar CLE OfficeJune 13, 2016
  • Money Matters: Ethics in Fees and BillingApril 5, 2016
  • What You Don't Know Can Hurt You (And Your Managing Partner Too): Mistakes That You Don't Know You're MakingZuckerman Spaeder LLPMay 6, 2015
  • Procrastinators Rejoice! Ethics Seminar for Virginia CLEZuckerman Spaeder LLPOctober 31, 2014
  • Procrastinators Rejoice! Ethics Seminar Series for Virginia CLEZuckerman Spaeder LLPOctober 31, 2013
  • Contacts with Represented and Unrepresented PersonsArent Fox LLP‎February 26, 2013

AFFILIATIONS

Bar Admissions

  • District of Columbia
  • New York

 Professional Affiliations

  • Edward Bennett Williams Inn of Court, 2013 - present

Practice Focus

  • Congressional Investigations
  • Criminal Defense
  • Foreign Corrupt Practices Act (FCPA)
  • Internal Investigations
  • Legal Profession & Ethics
  • Public Integrity & Ethics
  • Securities Litigation

Clerkships

  • Hon. Diana Gribbon Motz, U.S. Court of Appeals, Fourth Circuit
  • Hon. Henry H. Kennedy Jr., U.S. District Court, District of Columbia

Education

Yale Law School, J.D., 2009

  • Charles G. Albom Prize
  • Projects Editor, The Yale Law Journal
  • Notes Editor, Yale Law and Policy Review
  • Student Director, San Francisco Affirmative Litigation Project

Brown University, B.A., magna cum laude, 2004

Commencement Speaker

 


Professional Expertise

Since the beginning of his real estate career in 1985, Douglas Harmon has been a prominent leader in New York City and a trusted advisor on the international real estate scene. Mr. Harmon has handled many of the world’s largest, highest-profile and record-setting transactions over the last three decades. Headquartered in New York City, Mr. Harmon is Chairman of Capital Markets at Cushman & Wakefield. Prior to joining Cushman & Wakefield in late 2016, Mr. Harmon was a Senior Managing Director and member of the Management Committee at Eastdil Secured, where he worked since 1993. In his first year at Cushman & Wakefield, he led the charge on $10 billion of sale and recapitalization transactions. Mr. Harmon has executed $175 billion in total transactions since 1997.

Mr. Harmon’s real estate transaction experience is broad and extensive, with a resume that includes well-known office properties like the Sears / Willis Tower and the GM Building, to major residential assets such as Peter Cooper Stuyvesant Town, Parkmerced, The Apthorp and Columbus Square, to iconic hotels such as the Waldorf Astoria and the Chelsea Hotel. Furthermore, Mr. Harmon has been a pioneer in transacting in what are now Manhattan’s most exclusive submarkets. Just a few examples include the Chelsea Market, Google’s NYC Headquarters (111 Eighth Avenue), the Starrett-Leigh Building, Time Warner Center, 10 Hudson Yards, 1515 Broadway and 1 Liberty Plaza.

Education & Achievements

Mr. Harmon holds an MBA from the Anderson Graduate School of Management at UCLA and a BA from Brown University.

He is a longtime Board Member of the New York Stage and Film Company, a not-for-profit dedicated to the development and production of new works of emerging and established artists for theater and film. He also serves on the advisory board of Caravel Management, LLC a New York-based emerging and frontier markets investment firm.

Mr. Harmon currently serves on the board of directors for a number of real estate projects in Manhattan, and was named Broker of the Year in 2003 and 2004 (the last two years Institutional Investors Inc. awarded this particular country-wide distinction). Mr. Harmon has accumulated numerous other real estate awards and accolades.

 


Richard Fries practices law in New York City and is a co-leader of the real estate group at Sidley Austin.  He is well-known throughout the New York and national legal, real estate and finance communities.  Richard focuses his practice on a wide array of complex real estate financing transactions, in which he represents leading national and global institutional lenders, investment banks and private equity firms.  Mr. Fries is particularly well-known for his work in high-profile distressed commercial loan workouts spanning all real estate asset classes.  He has developed a noteworthy practice at the crossroads of real estate finance and remedies, using litigation tools to restructure real estate loans and projects. 

In January 2018, Mr. Fries was awarded the New York State Bar Association Real Property Law Section’s Professionalism Award, its most significant honor, which recognizes lawyers who evidence the highest attributes of legal ability, achievement, civility and professionalism in the practice of law.

Mr. Fries has been recognized by Chambers USA in Band 1 each year from 2009 through 2018 in New York and in Band 1 nationally in 2013 (the year such rankings began) through 2017 (and in Band 2 in 2018) and named by Best Lawyers as its Real Estate Litigation Lawyer of the Year in New York City for 2019.  He is recommended in The Legal 500 United States for Real Estate, The International Who’s Who of Real Estate Lawyers, The Guide to the World’s Leading Lawyers and The Best Lawyers in America which also named Richard as its Litigation - Real Estate “Lawyer of the Year” in New York City in 2013.  In 2016, Mr. Fries was named to the inaugural edition of Who’s Who Legal: Thought Leaders 2017 as one of their top 10 best performing real estate lawyers worldwide.  In 2015, for the second consecutive year, Who’s Who Legal acknowledged Richard as one of the ten “Most Highly Regarded” real estate lawyers in North America.  He is a fellow of the American College of Real Estate Attorneys and the American College of Mortgage Attorneys.

Richard is a member of the Executive Committee of the Real Property Law Section of the New York State Bar Association.  He is co-chair of the Section’s Real Estate Finance Sub-Committee; he has co-chaired the Workouts and Bankruptcy Committee, the Legislation Committee and the Membership Committee.  Richard has lectured on a variety of important and timely topics for Practising Law Institute, the New York State Bar Association, the Mortgage Bankers Association and industry group programs on real estate finance, real estate workouts and remedies.

Richard has written extensively; his articles have been published regularly in the New York Law Journal (most recently in November 2017) and the Real Property Law Section’s Journal (most recently in the Spring and Summer 2018).  He has provided primers and road maps on loan workouts; he has analyzed New York’s “Rocket Docket” accelerated adjudication techniques; he has commented on controversial appellate decisions.  For Thomson Reuters’ Inside the Minds treatise on Distressed Real Estate, published in 2012, he wrote a chapter covering Distressed Real Estate Loan Dispute Resolution.  Over the past two years, he co-authored two articles on changes in real estate finance.

 


Ron Sernau is part of New York’s real estate industry inner circle and has more than 30 years of experience in real estate law. His clients, some of which have relied on his advice for decades, routinely involve him in their strategic decision making. Ron offers clients the insight he has gained by representing opposing interests in similar transactions. He has advised landlords and tenants, lenders and borrowers, purchasers and sellers, equity investors and developers, managers and owners, and brokers and principals.
Ron represents prominent New York City real estate developers in their investments in, and development of, premier properties. Various businesses, from large publicly traded companies to boutique investment firms, engage him to address their real estate concerns. He also provides general legal advice to luxury retailers, with a focus on real estate issues.
At Proskauer, Ron serves as the co-head of the Real Estate Department and co-chair of the Private Equity Real Estate practice.
An avid speaker on real estate topics, Ron has appeared before groups sponsored by the Association of the Bar of The City of New York, the New York Hospitality Council, Inc., the New York State Bar Association, the Georgetown Commercial Leasing Institute, CB Richard Ellis, Inc., the Association of Attorneys and Executives in Corporate Real Estate, Practising Law Institute, The Real Estate Board of New York, Inc. and the American College of Real Estate Lawyers.

 


Ross Z. Silver is a real estate partner resident in Fried Frank's New York office. He joined the Firm in 1987.

Mr. Silver has extensive experience with acquisitions and sales for single assets and portfolio transactions, leasing on behalf of landlords and tenants, financing, and joint ventures relating to all types of commercial properties, including office buildings, hotels, and mixed use properties.

Mr. Silver's representative clients include Highgate Hotels, MetLife, The Feil Organization, Goldman Sachs, Lehman Brothers Holdings, Blackstone Group, Square Mile Capital, Coach, Inc., JEMB Realty, The Landis Group, and Beacon Capital Partners.

Mr. Silver is consistently ranked by Chambers USA: America's Leading Lawyers for Business. He has also been consistently recognized by Legal 500 as a leading individual in Real Estate.

In 2014, Mr. Silver was selected by Law360 as a Real Estate MVP of the Year (one of only seven real estate lawyers in the country to be chosen for this honor).

Mr. Silver has been honored for his dedication to pro bono work, notably he has been recognized by the IDEAL School & Academy and by the Girl Scout Council of Greater New York.

Mr. Silver is a member of the Real Estate Board of New York and the Association of the Bar of the City of New York.  He is a frequent guest lecturer at Columbia Business School in the MBA Real Estate Program.

Mr. Silver received his JD, cum laude, from New York University School of Law in 1987, where he was a John Norton Pomeroy Scholar and was elected to the Order of the Coif.  He graduated, magna cum laude, in 1984 from the University of Pennsylvania, where he received his BS from the Wharton School of Finance and his BA from the College of Arts and Sciences.  Mr. Silver is admitted to the bar in New York and the District of Columbia.


Scott M. Kobak is a Partner in the Real Estate Department of the Firm. His main area of concentration has been in representing institutional investors in complex domestic and international commercial real estate acquisitions and developments, joint ventures and financings including active involvement with many of the most prominent real estate private equity funds. He acts as a primary transaction counsel to the real estate fund business of Carlyle, KKR and Morgan Stanley (MSREF). He has also represented Blackstone’s real estate funds on numerous transactions as well.  Scott has led some of the largest real estate transactions done over the past several years for some of the most recognized real estate fund operators in the United States.

Recent high-profile transactions include:

  • Blackstone Real Estate’s $5.3 Billion acquisition of Stuyvesant Town and Peter Cooper Village from CW Capital and Blackstone’s $1.25 Billion acquisition of a portfolio of hotels including the Ritz-Carlton and JW Marriott in Grande Lakes, Florida and the JW Marriott Desert Ridge Resort & Spa in Phoenix, AZ
  • The $1.3 billion sale by Carlyle Realty of 650 Madison Avenue, NYC to an investor group that included Vornado, Oxford Realty and others. This transaction was reported as the largest office building sale of 2013
  • Carlyle’s investment and multiple divestitures totaling approximately $1 billion of the 666 Fifth Avenue retail condominium in New York City
  • Blackstone’s acquisition and financing of Extended Stay America, a publicly traded hotel company (including representing Blackstone on the then-largest CMBS loan executed to date and multiple layers of mezzanine financing) Scott has focused over the past number of years on significant real estate private equity fund joint venture arrangements and financings with prominent developers and operators throughout the country.

Some of the more noteworthy recent development joint ventures include:

  • Representation of The Carlyle Group in multiple development joint ventures with Extell Development, including One Riverside Park, The Rushmore, Avery, Orion, Aldyn and the Ariel East and West luxury condominium projects
  • Representation of MSREF in a development joint venture with The Witkoff Group to acquire and develop 10 Madison Square West in NYC and in the subsequent sale of the retail condominium unit
  • Representation of KKR Real Estate in a development joint venture with Continuum Partners to acquire and develop land in Williston, North Dakota

Scott joined Simpson Thacher & Bartlett LLP in 1993 after receiving his J.D. from Boston University Law School, magna cum laude, where he was an Associate Editor of the Boston University Law Review. He was elected to become a member of the Firm in November 2000.


Steven G. Horowitz serves as Chief Legal and Risk Officer at Open Space Institute, based in New York.  At OSI he focuses on land conservation, environmental mitigation, climate change and a wide range of resiliency activities.  He recently retired after many years as a partner of Cleary Gottlieb where he regularly represented U.S. and international commercial and investment banks, foreign and domestic institutional investors, property owners and corporations in their real estate matters. Transaction types encompassed all forms of joint ventures, mortgage finance and securitization, loan syndication, mortgage loan trading and subordinate debt, restructuring and real estate-related mergers and acquisitions.  In addition, he focused on credit tenant and portfolio leasing, workout and bankruptcy matters, investment entity formation and tax-oriented finance transactions, and investments in non-traditional property types such as resorts and hotels, Indian gaming casinos, mines, timber, utilities, sports fitness clubs, hospitals and nursing homes.

Steven repeatedly has been recognized by the business and legal press for his work on behalf of clients, including The Best Lawyers in America, which includes him in its 2018 edition, making Steven one of a small group to receive this honor for more than 15 consecutive years.  Prior to Law School, he worked as a housing and urban development planner in the New York City Department of City Planning.


Steven Klein is a partner in the New York office of Gibson, Dunn & Crutcher and is a member of the Firm's Real Estate Practice Group.  Mr. Klein's practice covers a broad range of real estate transactions, including acquisitions and dispositions, joint ventures, financings, leasing, construction and development, restructurings and recapitalizations.  He also has substantial experience in REIT offerings, REIT mergers and formation of investment funds.  He has advised clients on securitized funding agreements, permanent and mezzanine loan agreements, loan restructuring agreements, partnership and limited liability company agreements, private placement memoranda, property management agreements, retail and office leases and regional shopping centre agreements.  His clients include Goldman Sachs, Citigroup, DiamondRock Hospitality Company, AECOM Capital and Lehman Brothers. 

Chambers USA (2013) ranks Mr. Klein among the leading individuals practicing Real Estate Law in New York. He has also been included in Legal Media Group’s Expert Guide to the World’s Leading Real Estate Lawyers, The Best Lawyers in America, The Legal 500 and New York magazine’s "Best Lawyers.”

Mr.  Klein is an adjunct professor at the New York University Schack Institute of Real Estate, where he has taught courses on commercial leasing, commercial real estate transactions and real estate development and investment.  He is a member of the Real Estate Board of New York (REBNY), International Council of Shopping Centers (ICSC), and of the Advisory Board of Chicago Title Insurance Company. 

Prior to joining the Firm, Mr. Klein was Chair of the Real Estate department of Willkie Farr & Gallagher.  Mr. Klein received his Juris Doctor from Rutgers University School of Law in 1986.

Select Representative Transactions*

  • Lehman Brothers Holdings Inc.:  $956 million sale of North American Industrial Fund III portfolio to Blackstone Group LP and Prologis Inc.
  • AECOM Capital:  Joint venture with the Mack Family Office and Urban Partners LLC to acquire and develop five development sites located in the South Park district of Los Angeles.
  • Goldman Sachs:  $1.85 billion refinancing consisting of first mortgage and four mezzanine loan tiers secured by a portfolio of hotels located in Hawaii and San Francisco.
  • Goldman Sachs:  Acquisition and restructuring of a $180 million mortgage loan secured by the YOTEL New York hotel, and subsequent $200 million refinancing of YOTEL consisting of first mortgage and senior mezzanine loans.
  • Prominent NYC developer:  Restructuring of construction loan and mezzanine loan.
  • Real Estate fund:  Loan restructurings.
  • Team of Private Equity Funds:  Purchase of $1.1 billion of timeshare loans, consisting of both construction and acquisition loans.
  • Bloomberg L.P.:  Lease for 700,000 square-foot new world headquarters at the “Alexander’s Site” in New York City, and numerous other acquisitions and leases, nationally and internationally, including in California, New Jersey, Washington, D.C., London, Prague, San Paulo, Rome and Tokyo.
  • Leases and construction agreements on behalf of Apollo, Avenue Capital, Alix Partners, Bank of America, Citibank, Crain, Greenhill, Jones New York, JP Morgan, Lehman Brothers, Level 3, McKinsey & Company, Moelis, Pinebridge Capital, SAC and other corporate tenants.
  • Trinity Church: Redevelopment of 330 Hudson Street.
  • Sale-leaseback transaction with Disney and Wal-Mart.
  • Paramount: Acquisitions and financings of New York City office buildings.
  • Port Authority of NY and NJ:  Redevelopment of 42nd Street Bus Terminal.
  • DiamondRock Hospitality Company: Acquisitions and financings of several individual hotels and portfolios, including Westin Boston, Chicago Marriott and a 4-hotel portfolio from Blackstone.
  • CBL Properties, The Mills Corporation and Simon Property Group:  Acquisitions, joint ventures and financings with respect to regional mall centers and portfolios.
  • Land developer and home builder:  Loan restructurings.
  • Hospitality and residential developer:  Loan restructurings.
  • Private Company:  Acquisition of an office building in London.
  • Multifamily Company:  Restructuring of over $1 billion in CMBS debt, which encumbers a large portfolio of multifamily properties across the United States.
  • NorthStar Capital Partners LLC:  Joint ventures and financings with respect to retail portfolio in Puerto Rico, golf courses throughout the United States, and a mixed-use project in Manhattan.
  • Scout Real Estate Capital:  Acquisition, debt and equity financing and development of Wyndham Bermuda Resort & Spa, 6000 acres of waterfront land in Hawaii, and two Martha’s Vineyard hotels.
  • Praedium:  Acquisition of office properties.
  • Ventas:  Acquisition of 67 healthcare and seniors housing properties.
  • Lehman Brother Holdings Inc. (and various debtor and debtor affiliates):  Mezzanine construction financing of data center facility in Ashburn, Virginia; preferred equity investment in NYC residential condominium development; construction loan to develop luxury golf course in Texas; restructuring of residential condominium mortgage and mezzanine loans; restructuring of various debt and equity relationships with a major private developer and owner of an office building portfolio in the southeastern United States; marketing and potential sale of REO assets acquired by Lehman via foreclosure of otherwise; restructuring of loan facilities encumbering a portfolio of residential assets in Florida in which a Lehman affiliate is an equity investor.

*Representations occurred prior to Mr. Klein joining Gibson, Dunn & Crutcher. 


Thomas B. Mason is the Chair of Harris, Wiltshire & Grannis LLP’s Legal Ethics and Malpractice Group. He represents lawyers and law firms in malpractice, disqualification, disciplinary investigations and prosecutions, partner admissions and departures, and law firm dissolutions. Mr. Mason’s disciplinary experience includes matters before the USPTO’s Office of Enrollment and Discipline (OED) as well as numerous state bars. He also counsels and advises lawyers and law firms in all of the above areas so as to avoid problems or disputes before they arise. Mr. Mason was named Washington, D.C., Ethics and Responsibility Lawyer of the Year in 2014 by Best Lawyers. He has served as an expert in ethics and related issues on numerous occasions.

Some of his most notable representations include:

On behalf of a national telecommunications carrier, obtained a dismissal (at the pleading stage) of a claim for nearly $10 million in outstanding legal fees purportedly due to the former outside counsel.

Secured a dismissal of malpractice claims against an Amlaw 100 law firm in a multi-defendant action. The claims against the other defendants remain pending.

Handled dozens of disciplinary complaints and disqualification controversies, obtaining many outright dismissals of the former and frequently dissuading opposing counsel from even filing motions to disqualify with respect to the latter.

Successfully defeated a motion to disqualify brought by one AmLaw 100 firm against another AmLaw firm.

Litigated numerous malpractice cases, at both the appellate and the trial level. Obtained a dismissal of all counts at the motion to dismiss state on behalf of a client based on ripeness and damages issues.

Obtained dismissals in five separate bar disciplinary matters in which the presiding judge or court filed a complaint or found misconduct against our client. Also obtained a dismissal in a bar matter in which a court had previously disqualified the client for a conflict of interest.

 

Prior to private practice, Mr. Mason worked for the Federal Public Defender for the District of Maryland, where he represented clients in a wide variety of cases, including espionage, civil rights, mail and wire fraud, and controlled substance prosecutions. He went on to join the District of Columbia Public Defender Service where he had an intensive criminal trial and appellate practice.

Mr. Mason served on the D.C. Bar Legal Ethics Committee from 2006 to 2012, including three terms as Chair from 2009 to 2012. Mr. Mason is currently a member of the District of Columbia Bar Rules of Professional Conduct Review Committee. He also served on this Committee from 2002 through 2008. During his tenure, the Committee adopted the most extensive revisions to the D.C. Rules of Professional Conduct since the D.C. Bar adopted the Rules themselves in 1991.

Mr. Mason speaks and writes frequently on ethics and malpractice matters. He is a frequent speaker at the D.C. Bar and has also spoken before various sections of the American Bar Association, the Practising Law Institute, the America Law Institute and a number of other bar and industry organizations. He has written on such topics as non-lawyer partners and multiple “of counsel” relationships with different law firms. Mr. Mason has taught ethics and professional responsibility at the Georgetown University School of Law since 2008 and has taught on various subjects at the National Institute of Trial Advocacy, Columbus School of Law at Catholic University and American University’s Washington College of Law.

Mr. Mason has been nationally recognized by Best Lawyers and Super Lawyers and he is AV Peer Review rated by Martindale-Hubbell with a 5.0 out of 5.0 rating.


Job Warshaw is Managing Director and Head of the Asset Services Division at LNR Partners, LLC, which encompasses all CMBS special servicing activities including loan asset management, workouts, lender consents, REO asset management, dispositions, surveillance, as well as due diligence support for LNR’s investment activities. 

Mr. Warshaw joined LNR at its inception in 1992 as an original member of the loan asset management group, later becoming a Regional Team Leader, and subsequently Director of Loan Asset Management with direct responsibility for LNR’s 75-member workout team.  He has played a key role in all aspects of the formation and growth of the LNR servicing platform and workout culture, including participation in staffing, training, and development of internal systems, policies, and procedures. 

Prior to LNR, Mr. Warshaw held positions in commercial banking, including management of commercial loan workouts at a major South Florida thrift under RTC receivership whose non-performing assets were ultimately acquired by LNR in a $1 billion bulk transaction. 

Mr. Warshaw holds a BBA from Emory University, with a concentration in Finance.