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Real Estate M&A and REIT Transactions 2017

Speaker(s): Adam O. Emmerich, Adam S. Feuerstein, Alan F Riffkin, Cameron Cosby, Cristina Arumi, David F. Levy, David W. Bonser, Edward S. Nekritz, J. Gerard Cummins, James J. Hanks, Jr., Jason P Maxwell, John T. Haggerty, Julian T. Kleindorfer, Karen F. Turk, Larry Medvinsky, Michael E. McTiernan, Peter J Genz, Ragavan Bala, Robin Panovka, Ronald M. Sanders, Sabastian V. Niles, Samantha Sacks Gallagher, Seth Weintrob, Sherry Rexroad, Sonia Gupta Barros, Steven Fivel, Vineet Seth
Recorded on: Jan. 17, 2017
PLI Program #: 185979

Jason is the General Counsel, Vice President-Legal and head of the Legal Department for Hines Advisors in Houston, Texas. He started the legal function and served as the sole in-house attorney at Hines before the recent growth of the department, and services the legal needs of Hines’ public REIT fund, including: Hines REIT, and Hines Global REIT I and Hines Global REIT II. In August 2015, he was also elected as the Chief Compliance Officer for HMS Income Fund, a public non-listed business development company co-sponsored by Hines.

Since his arrival at Hines in 2006, he has led the legal negotiation and successful acquisition or disposition of over 130 Class A office, logistics, retail and other real estate assets located in the US, Russia, UK, France, Poland, Germany, Brazil, Canada and Australia with an aggregate transaction value of approximately $20.0 billion. Jason has extensive experience structuring and negotiating public and private real estate funds (including JV arrangements), and acquiring and disposing of real estate assets and portfolios in the U.S. and abroad. Among other responsibilities, he oversees the corporate governance activities for the funds’ public boards, including providing guidance to the board of HMS Income Fund. He also oversees litigation and provides counsel with respect to funds’ ongoing portfolio management matters.

Prior to Hines, he was a Corporate and Securities Partner in the Dallas office of Locke Liddell & Sapp (n/k/a Locke Lord), and a member of that firm's nationally-regarded REIT team. He was the founding Chairman of the Real Estate Law Committee of the Association of Corporate Counsel, and is a graduate of the Georgetown University Law Center in Washington, DC and holds a BBA in Finance from the University of Miami. He is a member of the State Bar of Texas.

Hines is a privately owned global real estate investment firm founded in 1957 with locations in 192 cities in 20 countries. Hines has $93.2 billion of assets under management, including $47.9 billion for which Hines provides fiduciary investment management services, and $45.3 billion for which Hines provides third-party property-level services. With extensive experience in investments across the risk spectrum and all property types, and a pioneering commitment to sustainability, Hines is one of the largest and most respected real estate organizations in the world.

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

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

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

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

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

Larry P. Medvinsky's practice encompasses a broad range of corporate transactions including real estate securities, financing of corporate investments and mergers and acquisitions. Larrys work has included the representation of both issuers and underwriters on dozens of public and private offerings of securities, raising about $4 billion in the past few years.

In the United States, Larry has represented companies in initial public offerings, follow-on equity and debt transactions and private placements for various industries including biotechnology, internet, telecommunications and real estate, and has represented most of the major investment banking firms, including Salomon Smith Barney, Credit Suisse First Boston, Merrill Lynch and Lehman Brothers.

Larry has done extensive work in connection with REITS and privately held funds formed for the purpose of investing in real estate. This work has included the formation and structuring of such entities, and the initial financing and investment in such entities. Mr. Medvinsky has also advised on the structuring, acquisition and financing of investments made by such entities.

In the merger and acquisition area generally, Larry's experience has also included sales, purchases and mergers of public and private companies. In addition, he has extensive experience in structuring, negotiating and financing joint ventures and partnerships.

Career & qualifications 

  • University of Floria (BS, Accounting) 1990
  • New York University School of Law (J.D.) 1993
  • Joined Clifford Chance 1993
  • Admitted as an Attorney-at-Law in New York 1994
  • Partner since 2002

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

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

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

David Bonser is Head of the firm’s REIT practice and also the Global Managing Partner of the firm’s Corporate practice. He focuses his practice on advising and representing public and private real estate companies in a wide variety of corporate, securities, and partnership transactions.

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.

Seth is a Managing Director of Morgan Stanley and Global Head of Real Estate Investment Banking, based in New York.

Seth joined the Firm in 1996 as an Analyst in the Real Estate Group in Investment Banking in New York, and also briefly spent time in Hong Kong in M&A. Seth was named Associate in 1999, Vice President in 2003, Executive Director in 2005, Managing Director in 2007 and served as Head of North American Real Estate Investment Banking prior to his current role. Seth has worked on over 150 strategic M&A and capital markets transactions totaling well over $500 billion in value. 

Seth earned an A.B. in Economics Cum Laude from Harvard College in 1996.

Seth is a member of NAREIT, ULI and RER.

Seth currently resides in New York, NY, with his wife Tracy and their 3 children.

Sherry brings over 30 years of extensive leadership experience in REITs and real estate, finance, and capital markets. She has significant expertise in sustainability and ESG and has been a frequent speaker at Nareit and other venues on integrating ESG strategies to improve long-term investment outcomes. Sherry joined the company in 2021 and now serves as Chief Financial Officer. Her deep relationships throughout the industry and focus on profitable and sustainable growth are invaluable to the continued growth in STORE’s platform.

Prior to joining STORE, Sherry spent 9 years as a Managing Director at BlackRock Global Real Asset Securities. She co-founded the team and was most recently the Global Head of Business Development. Before that, she served as Co-Global Chief Investment Officer and Chair of the Investment Committee. In addition, she was a member of the BlackRock Americas Investment Stewardship Advisory Board, the BlackRock Fundamental Commission Oversight Committee, and the BlackRock Real Assets Sustainability Task Force. Earlier in her career, she worked in various capacities for Aviva Investors, ING Clarion Real Estate Securities, AEW Capital Management, the U.S. Environmental Protection Agency and the General Services Administration.

Sherry graduated from Haverford College and holds an MBA from The Wharton School, University of Pennsylvania. She also holds the Chartered Financial Analyst designation and is a member of the CFA Institute. She served on the FTSE Nareit Index Series Advisory Committee and was a member of Nareit’s Real Estate Investment Advisory Council. She is Co-Chair of Nareit's Dividends through Diversity, Equity & Inclusion Initiative Steering Committee and is an active member of Wharton Women in Leadership. Uniquely, Sherry was the first investor to be elected to the Nareit Advisory Board of Governors.

Adam is the National Real Estate Tax Technical Leader at PricewaterhouseCoopers, LLP and, in that role, he helps clients navigate the complicated tax world in which we live.  Adam brings his experience and passion (yes, passion for tax) to help clients see the big picture from a tax perspective, while at the same time keeping an eye on the important details necessary to achieve the client’s particular objectives.  Clients often comment that Adam has a keen ability to convey complicated tax concepts and that he is approachable and easy to work with.

Adam has brought his practical business approach to assist sponsors of, and investors in, real estate funds on a wide range of formation and investment matters.  He brings this approach to provide guidance and counsel to some of the most well-known fund families in connection with their acquisitions and to help design fund structures that address the various tax issues that affect fund sponsors and their investors.

Adam also regularly advises many public and private REIT clients through their life cycle.  In that capacity, Adam has worked on many REIT monetization, conversion and M&A transactions, PropCo/OpCo structures and IPOs and regularly works with REIT clients to address their day-to-day tax matters.  Adam is a co-author of the treatise on Real Estate Investment Trusts for RIA’s Catalyst series and is a Contributor to the Guide to Global Real Estate Investment Trusts.  He has also served as a faculty member for the Practicing Law Institute sessions for the Real Estate Tax Forum and the Real Estate M&A and REIT Transactions and has spoken on panels at REITWise.

Adam not only has a passion for tax and providing assistance to clients but also enjoys mentoring younger tax professionals.  In that vein, Adam has served as an adjunct professor at the Georgetown University Law Center and the Villanova University School of Law where he has taught classes on partnership taxation and the unrelated business income tax. 

Adam graduated from Harvard Law School, cum laude, has a Masters in Public Policy from Harvard University’s John F. Kennedy School of Government and received his B.S. with honors from Cornell University. 

Adam is an active member in the Tax Policy Advisory Committee of the Real Estate Roundtable and the National Association of Real Estate Investment Trusts.  In his spare time, Adam enjoys spending time with his family, playing cards and board games, tennis, bicycling and movies. 

David Levy is a tax partner in Skadden's Chicago office. He represents clients on a wide range of public and private transactions in the real estate, finance, infrastructure and investment management industries. Mr. Levy represents publicly traded real estate investment trusts (REITs), master limited partnerships (MLPs), “yieldcos” and “Up-Cs,” in connection with mergers and acquisitions, securities offerings, debt syndication transactions, structured asset acquisitions and dispositions, and spin-off, split-off and split-up transactions. He also represents C-corporations in connection with restructurings and conversions to REIT status; REITs and other finance and yield vehicles in connection with specialty financing transactions, including “to be announced” contracts, mortgage servicing rights, REMIC transactions, A/B note structures, interest and principal strips, derivative instruments, and IRS private letter ruling requests and tax controversies.

In the private transaction area, he represents sponsors, management teams, investors and funds in connection with the formation and financing of private investment vehicles; the structuring, creation and financing of joint ventures; the acquisition, development and disposition of assets; the structuring of Section 1031 like-kind exchange transactions and transactions involving tenancy-in-common and long-term leasehold interests; and leveraged partnerships, synthetic partnerships, and UPREIT and DownREIT partnership transactions. Additionally, he advises on matters arising under the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA), the New York City commercial rental occupancy tax regime, and the New York mortgage recording tax and real property transfer tax regimes; various debt and equity strategies relevant to specialty investors, including U.S. tax-exempt investors, high-net-worth individuals, non-U.S. pension funds and sovereign wealth funds; and in-court and out-of-court debt restructuring transactions.

Mr. Levy is a frequent lecturer and author on tax issues involving FIRPTA, REITs and partnerships. He has published extensively on topics including transactions involving FIRPTA companies, section 1202, bankrupt partnerships and disregarded entities, debt-equity controversy and modern REITs and corporate tax, among many other topics. He is a member of the National Association of Real Estate Investment Trusts and repeatedly has been selected for inclusion in Chambers USA.

JERRY CUMMINS’ practice focuses on securities offerings, corporate matters and funds, with an emphasis on real estate-related transactions, primarily REITs and real estate funds. He is a co-chair of the Investment Funds group in the New York office, which spans REITs, funds, investment advisers and derivatives. He serves as a chair of the firm’s REIT industry team and regularly represents both issuers and underwriters in a variety of public and private debt and equity transactions by REITs, including initial public offerings. Jerry has worked extensively on real estate and other funds, and represents fund managers in fund formation as well as institutional investors in their investments into private funds. Jerry has experience in counseling public companies regarding general corporate and securities laws matters, including acquisitions, dispositions, joint ventures, corporate governance matters, filings under the Securities Exchange Act of 1934 and stock exchange matters. He has worked extensively with equity and mortgage REITs as well as issuers in a range of other industries. Jerry has completed several complex real estate portfolio transactions involving the issuance of operating partnership units in UPREITs and DownREITs. Jerry is rated among America’s Leading Lawyers for REITs by Chambers USA, where it was noted that he “receives widespread praise for his skill in capital markets and M&A transactions within the REITs sphere.” He is also recognized as a Leading Lawyer in The Legal 500 US for equity offerings and REITs and was named as a member of BTI Consulting’s Client Service All-Star Team. In addition, Jerry has been recognized in the 2017 edition of Who’s Who Legal: Capital Markets.

John Haggerty is a partner in and co-chair of Goodwin’s Public M&A / Corporate Governance practice. He works on a wide variety of corporate and securities matters, including public and private mergers and acquisitions, public and private offerings of equity and debt securities by public companies, corporate governance and other matters of general corporate and securities law. He has been recognized in the Corporate/M&A: Capital Markets category by Chambers USA: America’s Leading Lawyers for Business.

Mr. Haggerty’s recent work includes representing:

  • TIER REIT in its combination with Cousins Properties to form a $7.8 billion combined company
  • DCT Industrial Trust in its $8.4 billion sale to Prologis
  • EPR Properties in its $830 million acquisition of CNL Lifestyles, Inc.
  • Rockwood in its $620.8 million interest sale of Mill Creek Residential Trust
  • Essex Property Trust in connection with its $15.4 billion acquisition of BRE Properties, Inc.
  • AvalonBay Communities, Inc. in connection with its $16 billion joint acquisition of Archstone Communities from Lehman Brothers
  • athenahealth, Inc. in connection with its acquisition of Epocrates, Inc.
  • The special committee of CreXus Investment Corp. in connection with a review of strategic alternatives and its $1 billion sale to Annaly Capital Management
  • Sonesta International Hotels Corporation in connection with its acquisition by Hospitality Properties Trust

Mr. Haggerty is a member of the Boston, Massachusetts and American Bar Associations. He is an adjunct professor and lecturer in law at Columbia University, where he teaches a course on real estate M&A.

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

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).

Mr. Sanders is the Executive Vice President and Chief Legal Officer and Secretary of Colony Capital, Inc., for which he is responsible for the management of global legal affairs and generally provides legal and other support to the operations of Colony Capital.

Prior to joining the Colony Capital business in 2004, Mr. Sanders was a Partner with the law firm of Clifford Chance US LLP.

Mr. Sanders received his Bachelor of Science from the State University of New York at Albany in 1985, and his Juris Doctor from the New York University School of Law in 1988.

Ms. Gallagher is Executive Vice President, General Counsel and Secretary of VICI Properties Inc. (NYSE: VICI), an experiential real estate investment trust. Ms. Gallagher serves as VICI’s chief legal officer and leads the company’s corporate legal function. In her role, Ms. Gallagher has leadership responsibility for structuring of all corporate-level transactions (including mergers and acquisitions), all corporate governance matters, regulatory compliance (including SEC, NYSE and gaming regulatory matters), overseeing property-level acquisitions and dispositions, supervising litigation matters, as well as managing outside counsel. Since she joined the Company in May 2018, VICI Properties has signed approximately $28.3 billion of acquisitions/investments and raised approximately $9.6 billion of equity and $5.35 billion of debt in less than four years. In particular, Ms. Gallagher oversaw the negotiation and documentation of the Company’s recently announced $17.2 strategic acquisition of MGM Growth Properties LLC, which is scheduled to close in the first half of 2022. Ms. Gallagher has over 20 years of M&A, capital markets, real estate and corporate law experience (including structuring corporate-level transactions, strategic investments and joint ventures, capital markets transactions, SEC/public company reporting and compliance, Board governance, enterprise risk management and mitigation, regulatory compliance and corporate governance). In particular, Ms. Gallagher has extensive experience representing REITs and other real estate companies and financial institutions.

Prior to joining VICI Properties, she served as Executive Vice President, General Counsel and Secretary at First Potomac Realty Trust (NYSE: FPO). In this role, Ms. Gallagher oversaw the negotiation and documentation pertaining to First Potomac Realty Trust’s merger with Government Properties Income Trust (NASDAQ: GOV), which was completed in October 2017.

Prior to joining First Potomac, Ms. Gallagher was a Partner at Arnold & Porter LLP, Bass, Berry & Sims plc, and Hogan Lovells US LLP. While in private practice, Ms. Gallagher focused on capital markets transactions (including public and private equity and debt offerings), mergers and acquisitions, strategic investments and joint ventures, as well as advising companies in a variety of corporate and securities law matters. Ms. Gallagher has represented issuers and underwriters in connection with initial public offerings, primary and secondary offerings, private placements, senior and subordinated debt financings and tender offers. She also regularly advised clients in a wide variety of strategic transactions, including mergers and acquisitions, divestitures, tender offers and joint ventures.

  She served on the Board of Directors for Make-A-Wish® Mid-Atlantic, Inc. from 2013 – 2019.  Ms. Gallagher received her Juris Doctor from Georgetown University Law Center, cum laude, and her Bachelor of Arts from Princeton University, summa cum laude.

Sonia Barros is a partner in the firm’s Capital Markets group and chairs the group’s Public Company Advisory subgroup focused on advising clients in corporate disclosures and governance matters. Formerly the Chief Corporate Governance Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), Sonia was the Division’s senior advisor on corporate governance policy and disclosures. Prior to that, Sonia served as the Assistant Director in the SEC’s Office of Real Estate and Commodities, where she had oversight authority for thousands of transactions and reviews of corporate disclosures, including financial statements, under the Securities Act of 1933 and the Securities Exchange Act of 1934.

Sonia brings extensive experience in advising public companies on SEC disclosures and compliance, corporate governance and capital markets transactions. She plays a strategic role in advising clients on emerging areas of corporate disclosures, including environmental, social and governance (ESG) issues. Her experience includes a number of leadership roles at the SEC over 17 years and nearly a decade in the private sector.

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

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

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

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

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

JAMES J. HANKS, JR. is a partner with the 800-lawyer firm of Venable LLP, with offices in Baltimore and a lot of other places, 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.

          More than 70% of all publicly registered REITs are formed under Maryland law.  Jim and his colleagues advise approximately 60% of this group, as well as privately-held REITs and other entities, on Maryland law in connection with REIT formations, equity and debt offerings, mergers and acquisitions, takeover defenses, stockholder litigation and corporate governance matters.  Jim has advised buyers or sellers in more than 250 mergers or acquisitions, many valued at more than one billion dollars.  He has also represented parties in cross-border mergers and acquisitions, joint ventures and other transactions.  Jim regularly serves as independent counsel to boards of directors and board committees of REITs and other major U.S. corporations and as an expert witness in connection with significant transactions, stockholder litigation, conflicts of interest and corporate governance issues.  Jim also advises governments on revision of their corporate and securities laws.

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

More important than any of the foregoing, Jim is thrilled to be married to Sabine Senoner, of Kitzbühel, Austria, and they have an utterly charming daughter, Maria Dorothy, age 17, who will talk your head off in German or English.

Sabastian V. Niles is a Partner at Wachtell, Lipton, Rosen & Katz where he focuses on rapid response shareholder and stakeholder activism, proxy fights and preparedness, takeover defense and corporate governance; risk oversight, including as to ESG, cybersecurity and crisis situations; U.S. and cross-border mergers, acquisitions, buyouts, investments, divestitures and strategic partnerships; and other corporate and securities law matters and special situations.

Sabastian advises worldwide and across industries, including technology, financial institutions, media, energy and natural resources, healthcare and pharmaceuticals, construction and manufacturing, real estate/REITs and consumer goods and retail.

Sabastian has been recognized repeatedly by Chambers USA as one of the highest-ranked Corporate/M&A Takeover Defense attorneys (with clients noting: “His care of the company is extraordinary”), by Lawdragon as a leading U.S. dealmaker and as a BTI Client Service All-Star.

He has counseled boards of directors and management teams on self-assessments, engagement with institutional investors and proxy advisory firms and navigating activist situations involving Paul Singer/Jesse Cohn/Jeff Rosenbaum/Elliott Management, Jeff Smith/Peter Feld/Starboard Value, Bill Ackman/Pershing Square, Barry Rosenstein/JANA Partners, Carl Icahn, Daniel Loeb/Third Point, Scott Ferguson/Sachem Head, Arnaud Ajdler/Engine Capital, David Einhorn/Greenlight Capital, Glenn Welling/Engaged Capital, Jeffrey Ubben/Mason Morfit/ValueAct, Jonathan Litt/Land & Buildings, Keith Meister/Corvex, Mick McGuire/Marcato, Nelson Peltz/Ed Garden/Trian, Relational Investors and Tom Sandell/Sandell Asset Management, among many others.

In addition to serving as Consulting Editor for the New York Stock Exchange’s Corporate Governance Guide, Sabastian writes frequently on corporate law matters and has been a featured speaker at corporate strategy and investor forums and guest lecturer at leading law and business schools.  His speaking engagements have addressed topics such as EESG, Corporate Purpose and Stakeholder Governance; M&A Trends; Shareholder Activism; The New Paradigm of Corporate Governance; Hostile Takeovers; Strategic Transactions and Governance; Board-Shareholder Engagement; Confidentiality Agreements in M&A Transactions; Negotiating Strategic Alliances with U.S. Companies; Current Issues in Technology M&A; Corporate Governance: Ethics, Transparency and Accountability; and Developments in Cross-Border Deals.

Sabastian is a director of the non-profit organization Literacy Partners and of the Harvard Law School Association of New York City. He received his juris doctorate from Harvard Law School, where he co-founded the Harvard Association of Law and Business and won the U.S. National ABA Negotiation Championship representing the Harvard Program on Negotiation. He received B.S., B.A. and B.S. degrees in Finance, Economics and Decision & Information Sciences, respectively, from the University of Maryland, where he won two National Championships and four Regional Championships in intercollegiate mock trial.

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

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

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

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

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

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.

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

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


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.