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Real Estate M&A and REIT Transactions 2016


Speaker(s): Adam O. Emmerich, Andrew Jonas, Benjamin R. Weber, Brandon J. Moore, Bruce Rubenstein, David W. Bonser, Edward S. Nekritz, Gil Menna, James J. Hanks, Jr., James M. Barkley, Jeffrey D. Horowitz, Jodi J. Schwartz, Karen F. Turk, Kathleen Werner, Lauren Goldberg, Mark Schonberger, Matthew Fernand, Michael Bilerman, Michael Brody, Michael E. McTiernan, Michael Garland, Ragavan Bala, Robert M. Jackson, Robin Panovka, Sarah E. Ralph, Sonia Gupta Barros, Thomas Leanse
Recorded on: Jan. 19, 2016
PLI Program #: 149165

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.


Adam O. Emmerich is a Corporate Partner at Wachtell, Lipton, Rosen & Katz.  He focuses his practice 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 a 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 mergers and acquisitions by Chambers, an expert in each of  M&A, Corporate Governance and M&A in the real estate field by Who’s Who Legal, as well as by Euromoney’s Expert Guides and Legal 500.

After serving as a law clerk to Judge Abner J. Mikva, of the United States Court of Appeals for the District of Columbia Circuit, Adam joined the firm in 1986 and was named partner in 1991. He attended Swarthmore College and The University of Chicago, from which he received his J.D. with honors. While at the University of Chicago, Adam 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. He is a frequent author and speaker on topics relating to mergers and acquisitions and corporate governance.

Adam is co-chair of the International Institute for the Study of Cross-Border M&A, co-chair of the advisory board of New York University’s REIT Center for the Study of Public Real Estate Companies, 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 directors of the American Friends of the Israel Museum, and as president of the Friends of the Israel Antiquities Authority and also of the Friends of Rambam Medical Center.


Benjamin Weber 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.

Recent Representations

  • Forest City Realty Trust in the recently completed $11.4 billion acquisition by a Brookfield real estate fund and, before that, in connection with its reorganization into a REIT and with the elimination of the company’s dual-class share structure
  • British Airways in the negotiation of certain airport occupancy arrangements
  • Wells Fargo in the sale of 52 Midwestern branches to Flagstar
  • Global Container Terminals in the development of an ExpressRail intermodal transfer facility adjacent to its container terminal in Jersey City and various amendments and supplements to its leases of container terminals in Jersey City/Bayonne and on Staten Island
  • Delaware Life Insurance Company in its preferred equity interest in a residential development project in San Francisco
  • Goldman Sachs in various acquisitions and related financings of commercial properties (including hotels, office buildings, student housing and light industrial warehouses)
  • Christopher Cole and certain other executives in connection with the $11.2 billion acquisition of Cole Real Estate Investments by American Realty Capital Properties
  • Cole Real Estate Investments in corporate and securities matters, including its listing on the New York Stock Exchange and its $250 million self tender offer
  • Vornado Realty Trust in connection with various transactions, including the spinoffs of TBG Smith Properties and Urban Edge and the sale of Broadway Mall on Long Island to an affiliate of KKR

Rankings and Recognitions

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


Brandon J. Moore serves as Senior Vice President, General Counsel and Secretary of Gaming and Leisure Properties, Inc., the first gaming-focused real estate investment trust. Mr. Moore oversees the legal and compliance affairs of the corporation, including matters relating to corporate governance, finance, securities, material acquisitions, labor and employment matters, risk management and litigation management.  Mr. Moore joined Gaming and Leisure Properties, Inc. after serving as Vice President and Senior Corporate Counsel for Penn National Gaming, Inc.  In his role with Penn National, Mr. Moore provided general advice to management and board members on matters relating to corporate governance, acquisitions and securities. He reviewed and negotiated material agreements at both the corporate and property levels, and assisted with SEC compliance and related matters. Mr. Moore was part of a small senior management team that led the tax-free spin-off of Gaming and Leisure Properties from Penn National Gaming, Inc. effective November 1, 2013.  The spin-off was an intensive three-year project that involved the Internal Revenue Service, the Securities and Exchange Commission and numerous state gaming and racing agencies.

Mr. Moore joined Penn National Gaming, Inc. from Ballard Spahr, LLP, where he provided legal advice on matters involving mergers and acquisitions, corporate governance, securities law, project finance and business development.

Mr. Moore received a B.S. in Finance from the Pennsylvania State University, Smeal College of Business, and a J.D. from the University of Pennsylvania School of Law.


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 and strategic risk management for Prologis on a worldwide basis. He is also responsible for Prologis' investment services group, which handles all aspects of contract negotiations, real estate and corporate due diligence and closings on acquisitions, dispositions and financings. He also oversees Prologis' risk management and environmental departments. In addition, 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 is on the board of advisors for the University of Colorado Denver Business School. He also serves on the board of directors for the Ronald McDonald House Charities of Denver and Junior Achievement Rocky Mountain. 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 800-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 traded 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 800-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 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 fourteen, who will talk your head off in German or English.


Jodi J. Schwartz is a partner at the law firm of Wachtell, Lipton, Rosen & Katz where she specializes in the tax aspects of the corporate transactions and mergers and acquisitions that are the firm’s primary practice.  She is a magna cum laude graduate of the University of Pennsylvania Law School where she served as an editor of the Law Review and has an LL.M in Taxation from New York University, and an M.B.A. from the Wharton School.  Ms. Schwartz is an Executive Committee member of the New York State Bar Association Tax Section where she was a past Chair.  She is a frequent lecturer and writer on federal income tax issues.


Mark Schonberger is a partner in Goodwin Procter’s Business Law Department and a member of its Real Estate, REITs & Real Estate Capital Markets Group. Mr. Schonberger participates in the firm’s M&A/Corporate Governance, Capital Markets and Private Investment Funds Practices. He specializes in corporate and securities law, with particular expertise in real estate companies, real estate-related matters and fund formation.

Work for Clients

Mr. Schonberger has extensive transactional experience representing publicly and privately held entities in acquisitions, joint ventures, ongoing management, public and private securities offerings, and fund formation transactions. He headed the corporate                team that created two publicly traded companies resulting from the settlement of class action litigation against several real estate limited partnerships. In this transaction, seven partnerships were combined into two entities, one a REIT and one a trust, and the transaction was one of the only successful consolidations to be accomplished in the real estate area without the need for registration. Mr. Schonberger also headed the corporate team on the successful combination of two entities that created one of the largest equity office REITs in the United States.

Mr. Schonberger routinely advises senior management and company counsel with respect to a broad range of issues, including securities disclosure, corporate governance and other securities and corporate law matters. In addition, Mr. Schonberger has extensive experience in partnership law and joint venture investments.

Thought Leadership

Mr. Schonberger was recently a panelist on "Regulation A+: Worth the Hype? What Will this Actually Mean for CRE Securities Offerings?" at IMN's 12th Annual Non-Traded REITs Symposium (June 2015).

Professional Experience

Prior to joining Goodwin Procter, Mr. Schonberger was a partner at Paul Hastings in New York.

Recognition

Mr. Schonberger has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business (Capital Markets: REITs) and Chambers USA: America's Leading Lawyers for Business (Capital Markets: REITs – National).

Education

  • J.D., Boston University School of Law, 1979
  • B.A., Wesleyan University, 1975 (cum laude)

Bar and Court Admissions

Mr. Schonberger is admitted to practice in New York and Massachusetts.


Michael Bilerman is a Managing Director at Citi, and leads the firm’s Global real estate investment research franchise.  He also directly heads the US real estate and lodging team which has coverage of over 80 real estate and lodging equity securities.  Michael and the Citi Research REIT team have consistently been ranked as the top team in external client polls including Institutional Investor and Greenwich Associates. 

With over two decades of industry experience, Michael has spent his entire career in real estate having joined Citi in August 2004 following 6 years at Goldman Sachs.  Michael started his career in real estate investment banking working in both New York and London and then became a senior research analyst covering the REIT sector in 2002.  In June 2007, Michael was included in Institutional Investor's second annual "20 Rising Stars of Real Estate" feature, acknowledging up-and-coming real estate professionals who will likely set the trends in the rapidly changing real estate industry.  Michael was then named to Institutional Investor’s All-America Research Team in 2008, a position he has held for the last 11 years straight. 

Michael is an active member of various real estate industry professional affiliations including the Real Estate Roundtable, Pension Real Estate Association, NYU Shack’s Real Estate Program and Nareit.  Michael current serves as Chairman of the Research Committee for the Real Estate Roundtable, a Cabinet member of Nareit's Real Estate Investment Advisory Board and is a member of the FTSE Nareit Index Advisory Committee. 

Michael received a Bachelor of Commerce from McGill University in Montreal, Canada with a double major in finance and strategic management, and lives in New York with his wife and three boys. 


Michael Brody is a member of the firm's Tax Department, and Chair of the firm's Retirement Committee. He has special expertise in issues relating to real estate investment trusts, and is global Co-chair of the firm’s REIT Industry Group.

Profile

Mr. Brody's practice focuses upon the taxation of partnerships and corporations, including REITs, in a variety of US and international contexts, including:

  • Partnership and corporate formation transactions
  • REIT roll-up, conversion and IPO transactions
  • Mergers and acquisitions
  • Securities offerings
  • Restructuring and insolvency work

Experience

Mr. Brody has represented numerous REITs, investment banks and property owners in a variety of REIT transactions including conversions of existing businesses into REITs, roll- ups, mergers and acquisitions, operational issues, public offerings, private placements, ruling requests and liquidations. He has also represented partnerships, including investment funds, which include private REITs in their investment structure.

Mr. Brody has advised on hundreds of security offerings, raising in excess of US$70 billion in proceeds for REITs.

Mr. Brody’s REIT experience includes work for the following REITs, either as counsel to the REIT or its investment bankers:

  • AMB Property Corporation (now Prologis)
  • American Assets Trust
  • Arden Realty
  • BRE Properties
  • Center Trust, Inc.
  • Chatham Lodging Trust
  • Corrections Corporation of America
  • CyrusOne, Inc
  • Digital Realty Trust
  • Douglas Emmett
  • HCP, Inc.
  • Hudson Pacific Properties
  • InfraREIT, Inc.
  • Kilroy Realty
  • Kimco Realty
  • MPG Office Trust
  • National Golf Properties
  • National Storage Affiliates
  • Pan Pacific Retail Properties
  • Parkway Properties
  • Realty Income Corporation
  • Rexford Industrial Realty
  • Spirit Realty Corporation
  • Sunstone Hotel Investors
  • Tanger Factory Outlet Centers

Education

JD, University of Iowa College of Law, 1984, Order of the Coif

BBA, University of Iowa, 1981

Bar Qualifications

California

Languages

English

Recognition Highlights

Ranked Band 1 in Capital Markets: REITs – Chambers USA 2012-2015

Named a "Leading Lawyer" for REITs – The Legal 500 US 2015

Mr. Brody is regularly recognized as a leading attorney, including by Chambers USA for domestic tax work, by Chambers USA and The Legal 500 US for his work with REITs and by the International Tax Review in the World Tax Guide.

Chambers USA writes that Mr. Brody is "phenomenal tax REIT expert", "exceptionally bright, practical and pragmatic," "considered by some to be the preeminent REIT tax attorneys in the USA" and "an incredible lawyer who thinks and analyses problems like no one else."

Recognized as an "acclaimed tax specialist advising an array of leading clients on issues including M&A, securities offerings and financing." - Chambers USA 2015

Described as a "top practitioner in the space," "REIT god" and "great to work with and great to work against." - Chambers USA 2015


Michael Garland is Assistant Comptroller for Corporate Governance and Responsible Investment for New York City Comptroller Scott M. Stringer.  The Comptroller serves as investment advisor, custodian and a trustee to the New York City Pension Funds, which have more than $180 billion in assets and a long history of active ownership on issues of corporate governance and sustainability.

Michael and his team are responsible for developing and implementing the Funds’ active ownership programs for public equities, including voting proxies, engaging portfolio companies on their environmental, social and governance policies and practices, and advocating for regulatory reforms to protect investors and strengthen shareowner rights.  Recent initiatives include spearheading the Boardroom Accountability Project launched in fall 2014, which has helped to establish proxy access as a fundamental right at hundreds of U.S. companies.

Michael serves on the Council of Institutional Investors’ Board of Directors and the Broadridge Independent Steering Committee, and is Comptroller Stringer’s designated representative to the CERES board of directors.


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).


Sarah Ralph advises clients on a wide range of federal income tax planning matters, including REIT conversions, acquisitions, dispositions and operational planning; partnership transactions; mergers, acquisitions and dispositions; reorganizations; private and public securities offerings; financings; foreign investments in the U.S., including FIRPTA planning; private equity transactions; and issues involving tax-exempt organizations.

Ms. Ralph has worked with numerous REIT clients in transactional and operational planning, including Alexandria Real Estate Equities, Inc.; Arbolada Capital Management; Apartment Investment and Management Company (AIMCO); Crown Castle International Corp.; CyrusOne; Essex Property Trust; The GEO Group, Inc.; Gyrodyne Company of America; Outfront Media; Penn National Gaming, Inc.; SBA Communications Corporation; S.L. Green Realty Corp.; and Westfield America Inc. Ms. Ralph also has assisted numerous clients obtain private letter rulings from the IRS, including several private letter rulings regarding novel REIT issues. In addition to acquisitions and other transactional work, Ms. Ralph represents U.S. and international corporations and investment banks in connection with public offerings of debt, equity and other financial instruments.

Ms. Ralph frequently lectures on tax-related topics, including in programs sponsored by the American Bar Association, New York University Institute on Federal Taxation, the Practicing Law Institute, the Tax Executives Institute and other organizations.

In 2016, Ms. Ralph was named the Rising Star for tax at Euromoney Legal Media Group’s fifth annual Americas Women in Business Law Awards.


Andy is Global Co-Head of Real Estate Investment Banking.  He joined the firm in 1997 as a vice president and was made a managing director in 1999.  Prior to this, Andy was in the Real Estate Department at Merrill Lynch from 1991 to 1997.  He also worked for Ayala Land in Manila, Philippines as a summer associate in 1990, for Olympia & York from 1988 to 1989 and as an analyst for Kidder Peabody from 1986 to 1988.  Andy is a member of the Advisory Board for the Zell/Lurie Real Estate Center, a member of the National Association of Real Estate Investment Trusts.  He also serves on the St. Jude's School Advisory Board.  Andy received an M.B.A. from The Wharton School at the University of Pennsylvania in 1991 and a B.A. from the University of Michigan in 1986.


Mr. Horowitz joined Bank of America Merrill Lynch in April 2005 and is Global Head of Real Estate, Gaming and Lodging Investment Banking. The REGL team has offices in the United States, Europe, and Asia.

Mr. Horowitz covers a broad range of public and private companies and works on mergers and acquisitions, public and private capital raising and general corporate advisory transactions. Prior to joining Bank of America Merrill Lynch, Mr. Horowitz spent approximately 12 years at Citigroup where he was a Managing Director within Real Estate Investment Banking. Prior to joining Citigroup, Mr. Horowitz spent three and a half years at Lazard Frères as an Associate in Capital Markets and in Real Estate. Mr. Horowitz began his career as an Analyst in the Real Estate Group at The First Boston Corporation.

Mr. Horowitz has a Bachelor of Science degree from Cornell University and an MBA from Harvard Business School.  Mr. Horowitz is a member of NAREIT, the Board of Trustees and member of the Investment Committee of The Urban Land Institute, a member of the Board of Trustees of the Harvard Business School Real Estate Alumni Association, the Real Estate Roundtable, and the Policy Advisory Board of the Fisher Center for Real Estate and Urban Economics. Mr. Horowitz is also formerly a member of the Industry Real Estate Financing Advisory Council.


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


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.

 


Kathleen L. Werner is co-head of the Capital Markets practice of Clifford Chance. Ms. Werner primarily represents companies and investment banks in capital markets and mergers and acquisitions transactions.

Ms. Werner’s clients include public and private companies in the financial services, real estate and media industries. She acts as regular outside corporate and SEC counsel to many of her clients. In addition, Ms. Werner regularly represents investment banking firms acting as underwriters and initial purchasers in public and private securities offerings.

Ms. Werner’s transactional experience includes initial public offerings, follow-on equity offerings, investment grade debt offerings and high-yield debt offerings. Ms. Werner also regularly represents her corporate clients in their merger and acquisition activities.

Ms. Werner and Clifford Chance’s REIT practice have been recognized as leaders in the REIT industry by Chambers USA and Chambers Global.

Ms. Werner earned a BA cum laude in 1988 from St. Joseph’s University and a JD cum laude in 1991 from Georgetown University Law School. She is admitted to practice in New York.

Ms. Werner has been a partner with Clifford Chance since 2000 and is based in its New York office.


Lauren Goldberg serves as Executive Vice President, General Counsel and Secretary of VEREIT, Inc., a publicly traded, full-service real estate operating company with approximately $15 billion in assets, which also has an investment management business responsible for raising capital for, and managing the affairs of, certain non-listed REITs. In her position, Lauren oversees the company’s legal and regulatory affairs, corporate governance and securities matters, compliance and risk management. She is also a member of the company’s Management Committee.

Prior to joining VEREIT, Lauren served as Executive Vice President, General Counsel and Chief Compliance Officer for global cosmetics company Revlon. In that role, she was responsible for all aspects of Revlon’s legal and regulatory affairs, served on the senior operating committee and oversaw Revlon’s corporate governance matters. Additionally, she served for nine years as an Assistant United States Attorney for the United States Attorney’s Office in the Southern District of New York, where she investigated and tried a variety of cases involving securities fraud, insider trading, tax fraud, money laundering, and narcotics trafficking, among others. While at the U.S. Attorney’s Office, Lauren also held senior positions including Chief of Narcotics and Senior Trial Counsel. Her prior legal experience also includes serving as Senior Vice President - Law for MacAndrews & Forbes Inc., and as an associate with Stillman & Friedman, P.C. and Fried, Frank, Harris, Shriver & Jacobson LLP. Lauren also has prior accounting experience as an associate at Coopers & Lybrand.

Lauren received her law degree from the Columbia Law School and her undergraduate degree in accounting from the Wharton School, University of Pennsylvania.


Mr. Matthew E. Fernand has been an Executive Vice President and the General Counsel of Seritage Growth Properties since June 2015. Mr. Fernand served as a Partner of Sidley Austin LLP since January 1, 2012, where he focused on the financing, development, acquisition and disposition of commercial properties and the formation of real estate joint ventures and partnerships. Additionally, he has significant experience in office, retail and industrial lease transactions representing both landlords and tenants as well as real estate loan workouts and restructurings. Mr. Fernand holds a Bachelor of Arts in Political Science from Emory University and a Juris Doctorate from Yeshiva University, Benjamin N. Cardozo School of Law.


Ragavan Bala is the Head of Real Estate M&A at Barclays. Based in New York, Mr. Bala is responsible for strategic advisory origination and execution for real estate, hospitality and gaming clients. He has over 20 years of experience as an M&A professional, and has focused on Real Estate for over 10 years.

Mr. Bala joined Barclays in 2014 from Bank of America Merrill Lynch’s Mergers & Acquisitions Goup in New York where he was responsible for Real Estate M&A. Prior to that, he worked at Goldman Sachs & Co and McKinsey & Co.

Mr. Bala’s notable real estate advisory transactions include the sale of Equity Office Properties to Blackstone, HCP’s spin-off of Quality Care Properties, Equity One’s sale to Regency Centers, RLJ Lodging’s acquisition of FelCor, EPR’s acquisition of CNL Lifestyle, Simon’s acquisition of Mills, sale of Colonial Properties to Mid-America, WP Carey’s acquisitions of CPA 15 and CPA 16, merger of American Realty Capital Properties (ARCP) with American Realty Capital Trust III and American Realty Capital Trust IV’s merger with ARCP, sale of American Residential Properties to American Homes 4 Rent, Realty Income’s acquisition of American Realty Capital Trust, MPG Office Trust’s sale to Brookfield, SL Green’s acquisition of Reckson,Scientific Games’ acquisition of WMS Industries, Penn National Gaming’s separation of its properties into a REIT, Annaly’s acquisition of CreXus, Parkway’s acquisition of Thomas Properties, Kite Realty’s acquisition of Inland Diversified, Simon Property’s spin-off of Washington Prime, sale of Highland Hospitality to JER, sale of Four Seasons to Cascade and Kingdom Hotels, and Commonwealth REIT’s defense against the consent solicitation to replace the Board.

Mr. Bala graduated Magna Cum Laude with a Bachelor of Science in Economics and a Bachelor Applied Science from the Wharton School /School of Engineering at the University of Pennsylvania and an MBA from the University of Chicago.


Robin Panovka co-heads Wachtell Lipton’s leading Real Estate and REIT M&A Groups. He focuses principally on M&A and strategic transactions across the real estate, REIT, hospitality, gaming and retail sectors, and also advises on general cross-border M&A and large-scale projects such as the redevelopment of the World Trade Center in Manhattan.

Robin has been named one of the Lawdragon 500 Leading Lawyers in the U.S., and is consistently ranked as one of the leading REIT and real estate M&A lawyers by Chambers, Legal 500, Who's Who Legal and similar publications. He has been featured in a number of publications for his leadership in real estate and M&A, including as an American Lawyer “Dealmaker" and is a recipient of NYU's 2015 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 and papers 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 speaks frequently on topics in his fields, including chairing 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.


Sonia Gupta Barros is an Assistant Director in the Division of Corporation Finance at the U.S. Securities & Exchange Commission in Washington D.C., where she oversees the Division’s Office of Real Estate and Commodities. Ms. Barros joined the Division in 2004. Prior to becoming Assistant Director, Ms. Barros served as Chief of the Division’s Disclosure Standards Office, where she was instrumental in building that Office, to assess the outcomes of filing reviews and assist the Division in enhancing its review program. Prior to that, Ms. Barros served as Special Counsel in the Division, where she oversaw the Division’s review of numerous high-profile and complex securities offerings and transactions. From 1997 to 2004, Ms. Barros practiced corporate and securities law at Altheimer & Gray LLP in Chicago, Illinois, and then at Hogan & Hartson LLP (now Hogan Lovells) in Washington D.C. At both law firms, she specialized in compliance with securities laws and public company transactions. She received her J.D. from the University of Chicago Law School, where she was Editor-in-Chief of the University of Chicago Legal Forum. Prior to law school, Ms. Barros worked with public companies as a CPA in the audit practice at Deloitte & Touche LLP.


Tom Leanse is Senior Executive Vice President, Chief Legal Officer and Secretary. His primary responsibility is to establish legal policy for the company and oversee all legal and risk management affairs of the company.

From 1992 through 2012, Mr. Leanse was a partner at Katten Muchin Rosenman LLP. As a nationally recognized expert in the shopping center industry, he represented Macerich and other developers and acted as amicus curiae for the International Council of Shopping Centers. After graduating UC San Diego in 1975 with a BA in Political Science and a minor in Economics, Mr. Leanse graduated from the University of San Diego School of Law in 1978. He was a partner in the Los Angeles office of Pepper Hamilton & Scheetz from 1987 to 1992, and an associate and then a partner at the Long Beach office of Ball, Hunt, Hart, Brown and Baerwitz. Prior to that he was employed in Chicago, Illinois in the office of the Trust Counsel for Harris Bank and as an Assistant State's Attorney in the Cook County State's Attorney's Office. Mr. Leanse also acted as the General Counsel to the US Ski Association and the US Ski Team.

Mr. Leanse is on the Board of Directors of Cedars Sinai Medical Center and previously served as an officer of the Pacific Southwest Region of the Anti-Defamation League.