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Commercial Real Estate Financing 2016

Speaker(s): Audrey L. Sokoloff, Caroline Harris, Christine Leas, Christopher J. Carolan, Daniel B. Rubock, Devika Kewalramani, Ellen M. Goodwin, Janice Mac Avoy, Jeffrey S. Page, Joshua Stein, Lawrence P. Schnapf, Lawrence Safran, Mario J. Suarez, Paul P. Reisman, Steven G. Horowitz, Thomas A. Glatthaar, Thomas D. Kearns, Warren J. Bernstein
Recorded on: Apr. 18, 2016
PLI Program #: 149206

Caroline Harris's practice is focused on land use law, emphasizing New York City zoning and historic preservation. She is an expert on development  rights deals (“air rights”). She also has substantial transactional experience and serves as a Neutral Arbitrator on the Commercial Panel of the American Arbitration Association.

Ms. Harris began her zoning career in the public sector as Associate Counsel for the New York City Department of City Planning. As Associate Counsel, she was responsible for all legal matters relating to applications

for re-zonings, urban renewal plan approvals, special permits, certifications, and authorizations. She also handled legal issues associated with complex special projects involving multiple city and state agencies, such as the 42nd Street Development Project. She regularly appears before the NYC Board of Standards and Appeals, City Planning Commission and Landmarks Preservation Commission.

After City Planning, Ms. Harris was associated with Stadtmauer Bailkin (now Akerman Senterfitt) and then Stroock, Stroock & Lavan. She also was Of Counsel at Troutman Sanders LLP. In 2000, she joined with Howard Goldman as his partner to form GoldmanHarris LLC.


  • J.D., University of Maryland School of Law, 1979 (Asper Fellow)
  • B.A., Trinity College, 1975
    • Urban Planning, Massachusetts Institute of Technology, 1974
    • Kennedy School of Government, Harvard University, 1974


  • Law clerk to the Honorable John V. Singleton, Chief Judge of the U.S. District Court in the Southern District of Texas


  • New York State Bar, 1983
  • Texas Bar, 1980

Current Memberships and Activities

  • Women in Housing and Finance, President (2009-2014); Board of Directors (2006-Present)
  • City Lore: The Center for Urban Culture, Board of Directors (1999-Present); Vice President (2013-Present)
  • Urban Land Institute, New York Housing Council
  • American Arbitration Association approved Neutral on Commercial Panel (2000-Present)
  • Frequent CLE lecturer

Honors and Awards

  • Super Lawyer (2007-2015)
  • Top Attorney: New York Metro Area (2007, 2008, 2013)
  • Top Women Attorneys (2014, 2015)
  • Best Law Firm in America, US News & World Report, (2013, 2015)
  • "NYC's Elite Land Use Attorneys", The Real Deal, December 2011
  • Trailblazer Award, Sustainable South Bronx (2008) 


  • New York City Bar Association, Committee on Land Use, Planning and Zoning, Subcommittee on Sustainability, “Further Utilizing the Zoning Resolution to Create a More Sustainable New York City, Better Prepared to Adapt to Climate Change (September 2011)
  • “Climate Change Regulation: Fostering Progress Through Law and Regulation,” 18 N.Y.U. Environmental Law Journal 55 (2010) contributor, zoning section
  • “Adaptation: Fostering Progress Through Law and Regulation,” Report of the New York City Panel on Climate Change (December 2009) contributor, zoning section
  • “Discretionary Land Use Approvals in a Down Market” (with Howard Goldman), New York Law Journal (December 18, 2008)
  • “Green Zoning,” Torchlight, Sallan Foundation Newsletter (October 1, 2008)
  • “The Basics of Development Rights Deals,” New York Real Estate Law Reporter (March 2007)
  • “Higher and Higher: Acquiring Development Rights Through Zoning Lot Mergers,” New York Law Journal (January 16, 2007)
  • “Not In My Domain,” (interviewed) Commercial Property News (December 1, 2004)
  • “The Zen of Cities: Meditative Spaces in Urban Environments,” 3 AIA/J The AIA Journal of Architecture 11 (December 2003)
  • “(Landmarks) Coming of Age in New York,” New York Law Journal (April 19, 1997)
  • Other publications prior to 1997


  • French
  • Hebrew

Paul P. Reisman is Vice President and New York State Counsel for Old Republic National Title Insurance Company. 

He received a B.A. in Political Science, with a minor in English and Italian, from Iona College in 1983 and a J.D. from Pace University School of Law in 1988. He was admitted to the Connecticut Bar in December 1988 and admission to the New York Bar followed in January 1989.  He was admitted to the United States District Court, Southern District of New York in October 1990.

He began his career in the title insurance industry as a title examiner in July 1983 for Ticor Title Guaranty Company in White Plains, New York.  He began reading and closing titles in 1985.  After spending two years as an independent examiner, reader and closer for various title companies and agents in White Plains, he joined the law firm of Golden, Wexler and Sarnese, P.C. in 1989 as a bank closing attorney.  From 1990 through 1995 he was an associate attorney at the firm of Sirlin, Sirlin and Nolletti in Mamaroneck, New York.  During this time he handled a substantial case load as plaintiffs counsel in mortgage foreclosure actions and he also headed the real estate closing department, representing various institutional lenders, sellers and purchasers.

From 1995 to 2000 Paul was a sole practitioner in his own law firm known as the Law Offices of Paul P. Reisman located in Mamaroneck, New York, handling real estate transactions, landlord-tenant matters and estate proceedings.  He was also regularly appointed by the Supreme Court of Westchester County to serve as referee in foreclosure actions.

Paul served for 12 years as Vice President and Senior Counsel with Fidelity National Title Insurance Company’s NYC direct operation, where he was involved in handling all major New York real estate title and commercial closings, as well as multi-site national transactions.  He has served as New York State Counsel for Old Republic National Title Insurance Company since 2011.  He resides in Westchester County with his wife and four children.

Areas of Practice

Commercial Finance; Mergers & Acquisitions; Private Equity & Venture Capital

Bankruptcy, Workouts & Business Reorganization

Structured & Real Estate Finance

Energy and Clean Technologies


Christopher J. Carolan is a partner in the New York office of Seyfarth Shaw LLP. He is a member of the firm’s Corporate department and practice leader of the firm’s Commercial Finance practice group in New York.

Mr. Carolan’s practice encompasses a variety of transactional work, principally including banking & lending, private equity investments, real estate finance, venture financings, mergers & acquisitions, and bankruptcy & restructuring. He represents senior and subordinate lenders, agents, and borrowers in a variety of large and middle market syndicated and bilateral loans and letters of credit transactions, both in the United States and internationally. These transactions frequently involve complex intercreditor relationships, asset backed loans, mortgage loans, and a diverse array of collateral including inventory, accounts receivable, real estate, energy, commodities, intellectual property, equity interests, and other assets. Mr. Carolan has particular experience in the financing of retailers, early stage entities, technology firms, hedge funds, clean energy manufacturers and installers, and real estate. He has represented administrative agents and lenders in several complex bankruptcy and restructuring proceedings, providing advice on distressed credits, debtor-in possession financing, exit financing, liquidation, reorganization, and sales and purchases of assets in bankruptcy. Mr. Carolan has also represented transaction parties in warehouse lines of credit and mortgage repurchase transactions, in both cases financing the lending business of mortgage loan originators. 

Mr. Carolan also represents sellers and buyers in merger & acquisition transactions, particularly with regard to transactions involving companies focused in cyber-security, including one of the leading independent private equity sponsors in this area.

Prior to joining the firm, Mr. Carolan was an associate general counsel to BNP Paribas in New York. He currently serves on the Board of Directors of the Human Rights Campaign.


J.D., New York University School of Law (2000)
Notes Development Editor, New York University Law Review

M.A., Fordham University (1997)

B.A., Fordham University, Fordham College, magna cum laude in cursu honorum (1995),
Phi Beta Kappa


New York


American Bar Association

New York State Bar Association

Representative Engagements

As Lender’s or Agent’s Counsel

Represented Wells Fargo Bank, NA, as the arranger, administrative and collateral agent, lead lender, and letter of credit issuer in several senior, secured, syndicated credit facilities, ranging in size from $35 million to $4 billion, including in related workouts, restructurings, or liquidations, particularly involving retailers.

Represented BNP Paribas, as lender, in leveraged commodity finance (including oil, gas, chemicals, metals, and grain), international trade finance, and general corporate finance transactions.

Represented US Bank National Association, as agent, in various senior, syndicated loans to  REITs.

Represented a large, money-center bank as a lender in a series of syndicated and unsyndicated warehouse credit facilities financing the operations of a mortgage loan originator.

Represented large, money-center banks as purchaser in a series of mortgage loan repurchase facilities financing the operations of a mortgage loan originator.

Represented a lender in a series of secured and unsecured term loan facilities to finance various microfinance lenders' operations in a number of jurisdictions, including Russia, China, Argentina, and Kazakhstan.

As Borrower’s Counsel

Represented several REITs, as borrowers, under senior, syndicated credit facilities from various financial institutions as agents and lenders and in matters relating to their issuance of public notes.

Represented a fund of funds in the negotiation of its $550 million senior, syndicated revolving credit facility with a syndicate of banks secured by the fund’s investment portfolio.

Represented borrower in a €230 million multi-currency, syndicated, acquisition finance term loan and revolver facility to support a European-based multinational business software firm's acquisition of a UK-based multinational firm.

Represented a leading independent film producer in negotiation and documentation of a series of film slate financing transactions of up to $120 million.


Represented Wilmington Trust, as agent, and first lien term lenders to Movie Gallery & Hollywood Video in the Chapter 11 liquidation of the nation’s then second-largest video rental chain, and represent the successor liquidating trust established for the benefit of the lenders. Engagement included advice on cash collateral financing, inter-lender and inter-creditor negotiations, negotiation of plan of liquidation and settlement of various claims and disputes.

Represented a consortium of senior secured lenders to a manufacturer of solar energy equipment, and its successor. This wide-ranging engagement included representing this group of lenders in a DIP loan (which included non-DIP financing for the borrower's European subsidiaries), supplementary DIP financing, a successful credit bid by the lenders to acquire the assets of the company, the provision of exit financing to the successor entity, and the financing of the subsequent merger and acquisition of the successor entity.

Private Equity/M&A

Represented Hudson Fairfax Group, LLC, a leading independent sponsor specializing in cybersecurity, intelligence, networks, homeland security and defense, in various corporate matters.

Represented a private equity sponsor in the financing and simultaneous acquisition and integration of two independent targets in the waste management industry.

Represented sellers/management in the private sale of a majority interest in a large, international, technology business and the closing of a related acquisition loan.


Co-Author, "An Update from the First Quarter of 2014," Energy Insights, Seyfarth Shaw LLP (April 10, 2014)

“Changes in LIBOR Administration: Impact on Loan Documents,” One Minute Memo, Seyfarth Shaw LLP (February 7, 2014)

Co-author, "The New ABS Zeitgeist," International Securitization & Finance Report, Volume 12, No. 4 (February 2009)

Co-author, "Microfinance and Securitization: A Profitable Partnership for Socioeconomic Development," International Securitization & Structured Finance Report (April 15, 2008)

“Note: The Republic of Taiwan: A Legal-Historical Justification for a Taiwanese Declaration of Independence,” New York University Law Review (May 2000)

Community Involvement

Director, Board of Directors, Human Rights Campaign

Audrey Sokoloff represents clients worldwide in matters relating to real estate, real estate finance and private equity, including acquisitions and sales, partnerships and joint ventures, construction and development projects, hospitality and gaming, public and private offerings of real estate-related securities and workouts, recapitalizations, and restructurings.

Ms. Sokoloff's practice includes real estate private equity fund formations, joint ventures and investments in Asia, the Americas and Europe. She represented Anbang Insurance Group in its acquisitions of the Waldorf-Astoria hotel in New York and Strategic Hotels & Resorts from affiliates of the Blackstone Group, Sungate Properties in its acquisition of interests in the General Motors Building and other New York properties, and sovereign wealth funds in acquisitions of U.S. and European real estate assets and developments. She also represented Asia Pacific Land, K.K. in connection with the sale of the Tiffany Building in the Ginza district of Tokyo.

In the area of real estate finance, Ms. Sokoloff represents financial institutions and real estate companies in the origination and sale of a wide range of debt instruments, including traditional mortgage loans, revolving credit facilities, Sharia compliant financings, single and multiple-tiered mezzanine financings, and preferred equity, as well as in the acquisition, restructuring and sale of debt, including distressed and non-performing loans. Representative clients have included Deutsche Bank, J.P. Morgan Chase, Morgan Stanley, Merrill Lynch, Aozora Bank, S.L. Green Realty and UBS. Notable transactions include the $1 billion financing of Brookfield Place, New York, and construction financing for the American Dream development, and a first-of-its-kind combined sharia and conventional construction loan facility for the IHG Barclay Hotel.

Ms. Sokoloff represents REITs and other public and private real estate and infrastructure companies in mergers and acquisitions, as well as in financings and joint venture arrangements globally. Representative clients include S.L. Green Realty, Boston Properties, Alexandria Real Estate Equities, Inc. and Emeritus Corporation.

Ms. Sokoloff has practiced at Skadden since 1990 and was resident in New York, London, San Francisco and Los Angeles before relocating to Asia in 2008, where she served as co-head of Skadden's Asia Pacific practice, head of the Real Estate and Investment Finance Group and leader of the firm's Tokyo office. She returned to New York in 2011.

In 2014, Ms. Sokoloff was recognized among the "Women of Influence" by Real Estate Forum and as a Law360 MVP in the hospitality category. She also was selected by Real Estate Forum as one of its 2015 "Women of Influence: Metro N.Y."

Christine Leas advises clients on a broad array of transactional, as well as regulatory compliance and permitting issues, with a particular focus on complex brownfield and contaminated site redevelopment projects. She also has extensive experience negotiating manuscript environmental insurance policies and resolving coverage disputes.  Christine obtained her law degree from the University of California, Hastings College of Law, and is admitted to practice in New York, California and Connecticut.  She is recognized as a leading environmental practitioner by Who’s Who Legal and New York Super Lawyers.

In addition to counseling developer clients on environmental due diligence, structuring and negotiating the property sale transaction, environmental consulting and remediation service procurement and oversight, environmental insurance and regulatory compliance, Christine has worked with corporate and financial institution clients on environmental aspects of mergers and acquisitions involving many domestic and international properties.  Her experience includes:

  • Due diligence and environmental acquisition counsel on dozens of individual projects as well as portfolio acquisitions within the New York region and nationally for clients including: private equity investors, institutional lenders, turn-key developer of distribution facilities, shopping center and self-storage facility operators
  • Environmental counsel for many mixed use residential and commercial projects on brownfield locations
  • Environmental counsel to family-owned businesses with legacy liability obligations
  • Led several insurance claim recoveries under environmental policies and for legacy environmental liabilities under general liability policies dating back to the early 1900s
  • Permitting counsel and enforcement defense against asserted violations of coastal zone and freshwater wetland regulations

Christine is a frequent lecturer on environmental liability and regulatory compliance issues.  She recently spoke at the Ekos Brazil, SustRem conference in São Paulo, Brazil (October 2018), and has presented many continuing legal education programs for PLI, the New York State Bar Association Environment and Energy Law Section, and the American Bar Association Section of Business Law.

Devika Kewalramani is a partner and co-chair of Moses & Singer LLP's Legal Ethics & Law Firm Practice which advises law firms and lawyers in legal ethics, professional discipline, law firm risk management, lawyer licensing and admissions matters.  She also serves as the firm’s general counsel.  Devika conducts ethics and risk management audits for law firm clients

She is the author of Lexis Practice Advisor® for Corporate Counsel: Ethics for In-House Counsel (2012-present). Devika served as a Rules Editor for The New York Rules of Professional Conduct (2010-2012), published by Oxford University Press, edited by the Ethics Institute of the New York County Lawyers’ Association. She achieved Super Lawyer status in the Metro Edition of New York Super Lawyers® (2014-2018).

Devika is a member of the Executive Committee of the New York City Bar Association.  She was appointed a member of the New York Commission on Statewide Attorney Discipline in 2015 and served as co-chair of its Subcommittee on Transparency and Access.  Devika is the immediate past co-chair of the Council on the Profession of the New York City Bar Association, former chair of its Committee on Professional Discipline and immediate past member of its Committee on Professional Ethics.

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.

Janice Mac Avoy is a member of the Real Estate Department and the Litigation Department, co-head of the Real Estate Litigation Practice Group and member of the Firm's Pro Bono Committee.
Ms. Mac Avoy concentrates her practice in complex real estate-related transactions and disputes, commercial litigation and arbitration, complex commercial landlord tenant disputes and commercial fair market rent arbitrations. She also has extensive experience in creditor’s rights, including complex commercial real estate mortgage foreclosures and UCC foreclosures, workouts and restructuring of real estate secured debt. Ms. Mac Avoy works with the Firm’s Real Estate Department on transactions in order to resolve issues without resorting to litigation.

Ms. Mac Avoy’s clients include commercial landlords and tenants, lenders and investors, broker-dealers and multinational corporations as well as individuals involved in commercial disputes. A significant amount of Ms. Mac Avoy’s practice includes advising clients on complex securitized debt in which the underlying assets are real estate, including the enforcement of lender’s rights, acquisition and divestitures of real estate secured debt and the restructuring of real estate secured debt. She also advises clients in complex partnership and JV disputes.
Ms. Mac Avoy has created seminars and CLE presentations on, among other things, the basics of real estate restructuring and workouts, mezzanine loan foreclosures under the UCC and the parameters of the attorney-client privilege in the corporate context. Ms. Mac Avoy has also published articles on lender liability claims, developments in the law of attorney-client privilege, electronic discovery and the appropriate use of email.

Ms. Mac Avoy received the “Courage Award” from The Women Lawyers Association of Los Angeles for her exceptional dedication and commitment in the fight to protect women’s reproductive freedom. She received the "Commitment to Justice Award" for her extensive work on and long-term commitment to family law cases referred to her by Her Justice. In addition, she was honored with the 2018 Zero Tolerance Award by Sanctuary for Families at the annual Zero Tolerance gala for her lifelong commitment to the protection and empowerment of women. Ms. Mac Avoy was named to Crain's New York Business' inaugural list of Leading Women Lawyers in New York City in 2017 and was named a Woman of Influence by Real Estate Forum in 2016.
Ms. Mac Avoy received her JD from Columbia Law School in 1988, where she was a Harlan Fiske Stone Scholar and associate editor of the Law Review. She received her BA, summa cum laude, from Washington University in 1985, where she was a member of the Phi Beta Kappa society and has since been recognized as a distinguished alumna. Ms. Mac Avoy is admitted to practice in New York; the United States District Courts for the Southern and Eastern Districts of New York; the United States District Court for the Eastern District of Michigan; and the United States Courts of Appeal for the Second, Third and Ninth Circuits.

Lawrence P. Schnapf is an environmental attorney based in New York City and New Jersey with over 30 years of national environmental experience and is the principal of Schnapf LLC. Larry primarily concentrates on environmental risks associated with corporate, real estate and brownfield transactions; commercial financing including asset-based lending, syndicated loans, mezzanine loans and distressed debt; bankruptcy, workouts and corporate restructuring. He has extensive experience with brownfield redevelopment and financing, including representing affordable housing developers and assisting local development corporations or not-for-profit organizations with their brownfield planning programs. Larry also represents clients in federal and state environmental litigation, enforcement actions, administrative proceedings and private cost recovery actions. He has also served as liaison counsel for PRP steering committees.

He has also written numerous articles on environmental law, is the general editor/contributing author of “Environmental Issues in Business Transactions” published by the Business Law Section of the ABA and is also the author of “ Managing Environmental Liability in Transactions and Brownfield Redevelopment” published by JurisLaw Publishing. He is also contributing author for several chapters of “Brownfield Practice and Law: The Cleanup and Redevelopment of Contaminated Properties” published by Matthew Bender and the Matthew Bender “Environmental Law Practice Guide”.

Larry is the vice-chair of the Environmental Law Section of the New York State Bar Association (NYSBA), co-chair of the NYSBA Brownfield Task Force, and a board member of the NYC Brownfield Partnership. He was also the chair of the Brownfield Committee  of the Environmental Business Association of New York from 2002-2008.

He is a past Chair of the ABA Section of Business Law Committee on Environmental, Energy and Natural Resources Law. He is also a member of the board of Bloomfield BNA Environmental Due Diligence Guide and a member of the Society of Environmental Journalists.

Larry has also served on a number of ASTM Task Groups, including Chair of the legal sub-committee for the 2013 revisions to the ASTM E1527 Phase 1 Standard and co-Chair of the legal sub-committee for the ASTM Vapor Intrusion Task Group.

Larry is an adjunct professor of environmental law at New York Law School and a faculty member of the NYLS Center for Real Estate Studies where he teaches “Environmental Issues in Business Transactions,” “Environmental Law and Practice” and a mini-course on “Brownfields Redevelopment”. He was also on the faculty of the Center for Christian Studies at Fifth Avenue Presbyterian Church where he taught “The Bible and the Environment.”

He is listed in the New York Super Lawyers-Metro Edition (2010-2015); the Super Lawyers Business Edition (2011-15); The International Who’s Who of Environmental Lawyers (2008-2015) as well as appearing in Chambers USA Client Guide of America’s Leading Lawyers for Business. Larry has received the AV® Preeminent Rating from Martindale-Hubbell, the highest possible Peer Review Rating.

You can visit the Schnapf LLC website at and follow him on the Linked-in Environmental Issues in Business Transactions group ( ).  

Lawrence Safran is a partner in the New York office of Latham & Watkins. Mr. Safran is a member of the firm's Finance Department and the Aircraft Finance, Banking, Project Finance and Structured Finance & Securitization practices. This area includes a wide variety of commercial law issues. Special emphasis is placed on those issues arising under Article 9 (secured transactions) and Article 8 (investment securities) of the Uniform Commercial Code although the practice also Includes Article 2 (sales of goods), Article 3 (negotiable instruments), Article 5 (letters of credit), Article 6 (bulk sales) and Article 7 (documents of title).

Mr. Safran advises clients on commercial law and personal property transfer issues in connection with credit facilities, second lien bond transactions, project financings, real estate securitizations, collateralized debt obligations, credit card and other receivables financings and other structured financing arrangements.

Thought Leadership

Cross Border Financing Report 2015, US -  November 05, 2015

The Acquisition and Leveraged Finance Review - US - October 31, 2014

The Weakest Link in lntercreditor Agreements Breaks Again in Momentive - October 16, 2014

The International Comparative Legal Gulde to: Securltlsation 2012 - USA - May 04, 2012

Interpretive Issues Related to Recent Changes to the New York Power of Attorney Law - January 27, 2010

RECs In Secured Transactions Under Calif. Law - April 1, 2009 Country Q&A - United States - February 2009

Getting Attached -  November 27, 2006

Bar  Qualification

District of Columbia New Jersey

New York


JD, Boston University School of Law, 1985

BA, University of Maryland, 1982


Financial Institutions



Special Situations

Project Development & Finance Structured Finance

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.

Warren J. Bernstein is Co-Chair of Kaye Scholer LLP’s Real Estate Department.

Warren has acted as counsel to owners of many types of real estate, both locally and throughout the world. These transactions cover a wide range, including purchases, sales, leases, joint ventures and development transactions. The clients he has represented in these transactions range from individuals to some of the largest real estate companies in the United States.

The lending transactions in which Warren has been involved include construction and permanent financing for office buildings, shopping malls, industrial and warehouse facilities, hotels and residential properties. These facilities range in size from several million dollars to hundreds of millions of dollars. They have incorporated the use of interest rate swaps and other interest rate protection mechanisms. The structures of these facilities include direct and securitized loans, credit enhancement devices in conjunction with tax-exempt and taxable bond issues and Eurobond transactions, and standby credit facilities for master limited partnerships. Among his lending clients are some of the world’s largest financial institutions.

The distressed real estate and loan situations in which Warren has represented clients include hotel, office building, shopping center and residential properties located throughout the United States.

Warren has been extensively involved in the negotiation of co-lending and participation arrangements.

Areas of Experience

Real Estate


New York

New York


JD, University of Pennsylvania Law School

AB, Economics (with honors), Rutgers College

I am a Senior Vice President and Chief Commercial Underwriting Counsel (New York) for Fidelity National Title Insurance Company, where I have been employed since April, 2007. Prior to that, I was President of Title Resource Agency, Inc., a title insurance agency based in New York City, from April 1997 to April 2007. Before that, I was Vice President and Chief Counsel for First American Title Insurance Company of New York from March 1992 to April 1997.

I am a graduate of Providence College (B.A., 1980), and have received my J.D. from Fordham University School of Law (1988). I was admitted to the New York Bar Association in 1989, and am a member of the Title and Transfer Committee.

Jeff joined Reed Smith in 2013 as a partner in the Financial Industry Group. His practice focuses on commercial real estate, regularly handling a broad range of transactions for institutional clients, including representing financial institutions in real estate finance and workout transactions on a national basis. Jeff is particularly well known for his ability to successfully represent bank groups ranging in size from several, to more than 150 lenders. Jeff has experience in every aspect of structuring and closing real estate finance transactions, including legal structuring of loans, working directly with credit officers to structure around particular concerns, and drafting and negotiating loan documents. Additionally, Jeff’s practice includes the closing and sale of CMBS loans. He has worked with clients around the country, from New York to California, and Florida to Massachusetts. Prior to joining Reed Smith, Jeff was in-house at Eurohypo AG where he was responsible for the transaction team handling the closing of more than $10 Billion of loan facilities per annum. As a result, he is very focused on the need for efficiency and coordination throughout the entire loan closing process. While at Reed Smith, Jeff used his in-house experience to work with the Reed Smith IT team to develop the Deal Performance Platform™, a suite of software programs and web-based technologies aimed to increase efficiencies and reduce legal costs. 

Jeff’s representative transactions are as follows:

Lead Lender Loan Transactions:

  • $300 million construction loan for a hotel in Florida
  • $245 million office loan in New York (included A/B and mezzanine components)
  • $150 million hotel/golf course construction loan in California
  • $29 million residential construction loan in New York
  • $72 million 80/20 credit facility in New York
  • $78 million residential loan with historic tax credits in New York
  • $22 million office loan in New Jersey
  • $100 million mezzanine loan secured by cash flow pledges from 4 regional malls
  • $70 million CMBS loan for garden apartments in Pennsylvania
  • $120 million sharia compliant CMBS loan

Administrative Agent in Workouts/Restructurings:

  • $2.6 billion multi-lender corporate facility for a retail REIT
  • $1.5 billion multi-lender senior secured portfolio loan for a retail REIT
  • $80 million senior loan and $35 million mezzanine loan on a condo/hotel construction project in Florida
  • $80 million condominium construction loan in Massachusetts
  • $180 million multi-lender resort hotel/residential construction loan in Arizona
  • $200 million A-note, $135 million B-note, and $30 million C-note on a condo/hotel conversion loan in New York
  • $50 million senior assisted care credit facility in Louisiana

Representative Matters

  • Advised on a $23 million term loan to owner of office building in Washington, D.C.
  • Loan documentation and due diligence review for the $21,750,000 acquisition of commercial property located in Queens, New York.


  • "The search for yield: The U.S. v. Europe - NBLs are willing to accept ever increasing levels of risk to achieve the returns currently demanded by investors and shareholders," Inside Counsel, 20 February 2015Co-Author(s): Francisca Sepúlveda

Employment History

  • 2013 - Reed Smith
  • 2009 - Riemer & Braunstein LLP
  • 2003 - Eurohypo AG, New York Branch
  • 2000 - Shearman & Sterling


  • , Superior Court - New Jersey

Professional Affiliations

  • New York State Bar Association


Seton Hall University School of Law, 1998, J.D., magna cum laude

Pennsylvania State University, 1983, B.A., cum laude

Professional Admissions / Qualifications

New Jersey

New York

Mario is a partner in the firm's Real Estate practice group. He has considerable experience in complex commercial real estate transactions, construction, and domestic and international commercial transactions. He focuses his practice in the following areas: acquisition and disposition of commercial buildings and building portfolios; office and retail leasing and related transactions on behalf of owners and tenants; representation of institutional and non-institutional equity investors; joint venture transactions; representation of lenders and borrowers with respect to construction and permanent loans and structured financings; workouts and restructurings; construction and design relationships; sale-leaseback and ground lease development and financings; international real estate development; zoning, land-use and landmark designation matters. He also has related corporate transaction and litigation experience.


  • Listed in Legal 500 in Real Estate, 2011
  • Selected for inclusion in The Best Lawyers in America, Real Estate, 2009 to 2016
  • Selected for inclusion in New York Super Lawyers magazine (Real Estate), 2006 to 2015
  • Selected for inclusion in Chambers USA: America's Leading Lawyers for Business, Real Estate (New York), 2006 to 2010


  • Fordham University School of Law, J.D., 1981, member, Fordham Law Review; member, Moot Court Board
  • City University of New York, B.A., 1975, Dean's List, President's Fund Scholar

Thomas D. Kearns is a partner in the real estate department of Olshan Frome Wolosky LLP. He has significant experience in both real estate and corporate law. Tom specializes in representing owners, operators and developers in the acquisition, development, leasing and financing of office, residential and retail properties. He has extensive experience with joint venture, LLC, tenant-in-common and other agreements between co-venturers and with sophisticated condominium or other joint ownership arrangements of real estate. He is also an expert on the impact of federal and state securities laws on real estate. Tom is a Member of ACREL, the American College of Real Estate Lawyers. Tom earned both an MBA and JD from Fordham University. Follow Tom on real estate and LLC issues on Twitter @TDKearns and through his blog:

Dan Rubock is Senior Vice President and senior counsel with the Commercial Real Estate Finance Group at Moody’s Investors Service, helping Moody’s develop its policy for structural and legal issues in CMBS.

Prior to joining Moody’s in 1999, Dan practiced law with Cadwalader Wickersham & Taft, Dechert Price & Rhoads and White & Case, concentrating in commercial real estate law and real estate litigation.

Dan is a graduate of Yale College and Columbia Law School. He was elected a Fellow of the American College of Real Estate Lawyers in 2007, is a Certified Mortgage Banker, and is a member of the editorial board of CRE Finance World.

Joshua Stein is the sole principal of Joshua Stein PLLC, a boutique commercial real estate law firm that he formed in Midtown Manhattan in 2010 after 20+ years as a partner at a leading global law firm. His practice focuses on acquisitions, development, financing, hotels, leasing (particularly ground leases), and loans. He acts regularly as an expert witness and an arbitrator. He is a member of the American College of Real Estate Lawyers, the Anglo American Real Property Institute, and the American College of Mortgage Attorneys. Since 1997, he has chaired the Practising Law Institute’s annual two-day seminar on commercial real estate financing. He chaired the New York State Bar Association Real Property Law Section for the year ending in May 2006. He has written five books and 200+ articles on commercial real estate law and practice, many available at His name regularly appears in published lists of leading lawyers, such as the Chambers guides. For several years, International Who’s Who of Business Lawyers has named him to their annual list of the ten “Most Highly Regarded” individual real estate lawyers in the world, and Super Lawyers magazine has identified him as one of the 10 leading attorneys in the New York Metro Area, across all practice areas. He received his undergraduate degree from UC Berkeley and his law degree from Columbia, where he was a Harlan Fiske Stone Scholar and a managing editor of Columbia Law Review.