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Negotiating Real Estate Deals 2018


Speaker(s): Alexis Kremen, Anthony E. Davis, Audrey L. Sokoloff, Chris M. Smith, David C. Drewes, Douglas L. Harmon, Ellen M. Goodwin, Jonathan L. Mechanic, Laurinda Martins, Martin D. Polevoy, Richard S. Fries, Robert Sorin, Ronald D. Sernau, Scott M. Kobak
Recorded on: Jun. 21, 2018
PLI Program #: 219743

Alexis Kremen is Vice President, Associate General Counsel of Related Hudson Yards, where her work focuses on advising on all legal aspects of the development of the 28-acre Hudson Yards Project, a master plan for over 13 million square feet of mixed-use development on Manhattan’s West Side.

Prior to joining Related, Alexis was Special Counsel in the Real Estate Department of Fried, Frank, Harris, Shriver & Jacobson LLP.  While at Fried Frank, her practice included the representation of developers and owners in a broad range of commercial real estate transactions, concentrating in the acquisition, sale and financing of commercial properties and commercial leasing.  Alexis holds a Bachelor’s degree in Child Development from Tufts University and a Juris Doctorate (with High Honors) from the George Washington University Law School.


Anthony E. Davis is a lawyer’s lawyer.  He is a Partner in Hinshaw & Culbertson LLP’s Lawyers for the Profession® practice group, based in New York.  He advises lawyers and law firms in the United States and internationally in the areas of professional responsibility, risk management and every aspect of the law governing lawyers.  He is co-author of RISK MANAGEMENT: Survival Tools For Law Firms, American Bar Association (co-published by the Law Practice Management Section and the Center for Professional Responsibility, 3rd edition, with Katie M. Lachter, 2015), and the author of numerous scholarly articles.  He is a Lecturer-in-Law at Columbia University School of Law, teaching “Professional Responsibility Issues in Business Practice.”  He is a past President of the Association of Professional Responsibility Lawyers (APRL), a Fellow of the College of Law Practice Management, and a Member of the American Law Institute (ALI).  He received his law degree from Cambridge University, and an LL.M. from New York University School of Law.  He is admitted in New York, Colorado, and as an English Barrister and a Solicitor (both non-practicing).


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."


Chris Smith is a partner in the Real Estate practice.  He has handled developments, financings, investment funds, acquisitions and dispositions on a national and international level, and has experience with every major type of real estate product, ranging from residential developments to office buildings, shopping centers and hotels.  Chris’ practice also includes the representation of individuals and institutional clients in leasing, renovation and condominium development of commercial office space and mixed-use products, as well as real estate foreclosures and bankruptcies. 

Chris represents clients ranging from individuals to international corporate developer, private equity, corporate, family office and financial institution clients including AIG, Shorenstein Properties, Credit Suisse, Fosterlane Realty Inc. and Solow Real Estate Development Corporation.  

Chris is adjunct professor at St. John's University School of Law and has been involved in a number of speaking engagements at industry seminars and conferences on various real estate topics including ground leasing, acquisitions and direct investment in real estate.


David C. Drewes is a partner in the Real Estate Department. David focuses on all types of real estate transactions, including complex acquisitions, dispositions, financings, joint ventures, restructurings, development transactions, REIT matters, ground and space leases, and construction agreements. He represents a broad variety of clients, including private developers, private equity and hedge funds, public real estate companies, lenders, preferred equity investors and other real estate investors in transactions involving all real estate asset classes, ranging from hospitality to senior housing, office buildings to residential/multifamily projects, and specialized-use facilities (e.g., high-tech data centers) to raw and/or partially developed land.

Chambers USA (2018) ranks David among the leading individuals practicing in the area of Real Estate. In 2015, David was named a Law360“MVP” in Real Estate. He was also named one of Law360’s “Rising Stars” in Real Estate in both 2015 and 2014. David is also recognized in the 2012 edition of The Legal 500 United States.


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

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

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


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

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

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

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

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

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


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

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

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

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


Professional Expertise

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

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

Education & Achievements

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

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

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

 


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

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

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

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

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

 


Robert Sorin is a real estate partner resident in Fried Frank's New York office. He joined the Firm as a partner in 1997.

Mr. Sorin's practice covers a broad range of commercial real estate transactions, including the sale and acquisition of office, hotel and retail properties, joint ventures, commercial mortgage and mezzanine financing, construction financing, leasing, the development of office, residential, hotel and mixed-use projects, loan sales, and debt restructurings.

Having begun the practice of law in 1983, Mr. Sorin has been lead counsel on some of the most high-profile real estate transactions of their respective times. In 2009, he represented Macklowe Properties in the sale of the General Motors Building in New York City to Boston Properties for US$2.8 billion, the largest price ever paid for the purchase of a single building in US history.  In 2018, he represented Google in its US$2.4 billion acquisition of Chelsea Market, the second largest price ever paid for the purchase of a single building in the US. In 2010, he represented Google in its US$1.8 billion acquisition of 111 Eighth Avenue, the location of Google’s New York headquarters. He also represented Macklowe Properties in the US$6.4 billion acquisition of the Manhattan portfolio of Equity Office Properties from The Blackstone Group, the largest single-transaction price ever paid for a private acquisition of real estate assets.

He has also represented landlords and tenants in millions of square feet of leasing transactions.  He represented BlackRock as tenant in its 850,000 square foot headquarters relocation in New York City, and has represented Google as tenant in all of its leases in New York City, including at Pier 57.  He has represented The Related Companies as landlord in virtually all of the leases signed at Hudson Yards, including with L'Oreal and SAP, and is representing SL Green, as landlord, in its leasing at One Vanderbilt Avenue, the iconic building being constructed next to Grand Central. 

Mr. Sorin is a guest lecturer at Harvard Law School and Columbia University's Graduate School of Architecture, and Planning and Preservation.

Mr. Sorin is consistently recognized in “Band 1” by Chambers USA: America's Leading Lawyers for Business as a leading individual in Real Estate and is consistently recognized by Legal 500 in Real Estate. He was named by Law360 as a 2011 “MVP Lawyer of the Year,” and was recognized by Real Estate Weekly in its 2008 and 2009 All Stars edition honoring real estate industry leaders.

He is a member of the Real Estate Board of New York and the International Council of Shopping Centers. He also serves as a member of the Governance Committee of Fried Frank.

Mr. Sorin received his JD, cum laude, from Georgetown University Law Center in 1982 and his BA, magna cum laude, from Washington University in St. Louis in 1979. He is admitted to the bar in New York.


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

 


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

Recent high-profile transactions include:

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

Some of the more noteworthy recent development joint ventures include:

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

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


Laurinda Martins is a Senior Vice President at Brookfield Property Group, responsible for acquisitions, dispositions, financings, development and joint ventures.

Ms. Martins joined Brookfield in 2016 and has been involved in a range of deals including Brookfield’s investment in Manhattan West and Greenpoint, various multifamily development projects and joint ventures, a portfolio of industrial and office projects, the refinancing of the Manhattan Urban Portfolio and others.  Laurinda has more than ten years of real estate transactional and restructuring experience including being a partner in the real estate group at Fried, Frank, Harris, Shriver and Jacobson and prior to that an associate at Weil, Gotshal & Manges.

Ms. Martins holds has a JD from the University of Miami, School of Law and B.A. in Economics and B.S. in Finance from Florida University.