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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 L. 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.


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


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.


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.


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.


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.


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, a partner in Goodwin’s M&A Practice, 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.

PROFESSIONAL ACTIVITIES 

Mr. Haggerty is a member of the Boston, Massachusetts and American Bar Associations.

RECOGNITION

Mr. Haggerty has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business . While attending law school, he served as Executive Editor of the Boston College Law Review.

AREAS OF PRACTICE

REITs and Real Estate M+A Capital Markets

Public Companies

EXPERIENCE

Mr. Haggerty’s recent work includes representing:

  • 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
  • The special committee of Crystal River Capital, Inc. in connection with a review of strategic alternatives and its sale to Brookfield US Corporation


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).


Ms. Gallagher joined VICI Properties Inc. (NYSE: VICI), an experiential-asset real estate investment trust, in May 2018 as Executive Vice President, General Counsel and Secretary. 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 all corporate governance matters, Securities and Exchange Commission and NYSE compliance, structuring of corporate-level transactions, overseeing property-level and corporate acquisitions and dispositions, supervising litigation matters, as well as managing outside counsel. She has over 15 years of M&A, capital markets, real estate and corporate law experience. 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 also 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.

Ms. Gallagher received her Juris Doctor from Georgetown University Law Center, cum laude, and her Bachelor of Arts from Princeton University, summa cum laude.


Sherry Rexroad, Managing Director, is the Senior Product Strategist for the Global Real Asset Securities team. She joined BlackRock in 2012 as Co-Global Chief Investment Officer and Chair of the Investment Committee for the Global Real Estate Securities Group with 25 years of experience in real estate and real estate securities.

Ms. Rexroad most recently served as the Senior Portfolio Manager, REITs- Americas for Aviva Investors Global Listed Real Estate Securities Team. She was previously a Managing Director and Portfolio Manager with ING Clarion Real Estate Securities with $10 billion in assets under management. Ms. Rexroad's experience includes global, U.S., income and long short hedge fund mandates. Prior to ING, she worked for AEW Capital Management, the U.S. Environmental Protection Agency and the General Services Administration.

Ms. Rexroad graduated from Haverford College and holds an MBA from The Wharton School, University of Pennsylvania. She sits on the BlackRock Americas Investment Stewardship Advisory Committee. She also holds the Chartered Financial Analyst designation and is a member of the CFA Institute. She serves on the FTSE Nareit Index Series Advisory Committee and she is a member of the Advisory Board of Governors for Nareit. She is Co-Chair of Nareit's Dividends through Diversity Initiative Steering Committee and is an active member of Wharton Women in Leadership.


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.


Sabastian V. Niles is a Partner at Wachtell, Lipton, Rosen & Katz where he focuses on rapid response shareholder activism and preparedness, takeover defense and corporate governance; risk oversight, including as to 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 received his juris doctorate from Harvard Law School, where he co-founded the Harvard Association of Law and Business (and continues to serve on the Advisory Board) 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.

Education

University of Maryland, B.S./B.S./B.A. 2003
Harvard Law School, J.D. 2006


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.


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.

 


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.


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.


Adam is PwC’s National Real Estate Tax Technical Leader and, in that role, helps clients navigate the complicated tax world in which we live.  Adam brings his experience, 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 many real estate investment trusts and pass-through entities that own real estate.  He has advised many public and private REIT clients through their life cycle.  Adam has worked on many REIT M&A transactions, conversions, IPOs and other securities offerings and regularly works with REIT clients to address their day-to-day tax matters.

Adam also regularly advises sponsors of, and investors in, real estate and other investment funds on a wide range of fund formation, investment and structuring matters including the use of REITs.  He brings the same practical business approach to provide guidance and counsel to some of the most well know 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 not only has a passion for tax and providing assistance to clients but also enjoys mentoring younger tax professionals.  In that vein, Adam is an adjunct professor at the Georgetown University Law Center where he teaches a class on the Unrelated Business Income Tax in which he focuses on the income tax issues related to investments by tax exempt investors.

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.  Prior to coming to PwC, Adam was a tax partner at a large international law firm.

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 Adam’s spare time, Adam enjoys spending time with his family, playing board games (which is morphing into online gaming with Words with Friends, Scramble with Friends and Hanging with Friends), tennis, bicycling and movies.


Mr. Ronald Sanders is the Executive Vice President and Chief Legal Officer and Secretary of Colony NorthStar, 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 NorthStar. Mr. Sanders previously held the position of Executive Director and Chief Legal Officer and Secretary of Colony Capital, Inc., the predecessor to Colony NorthStar, for which he provided similar services.

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.