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Real Estate M&A and REIT Transactions 2018


Speaker(s): Adam O. Emmerich, Ana G. O'Brien, Andrew Jonas, Benjamin R. Weber, Brian M. Stadler, Cristina Arumi, Gage Johnson, Gil Menna, Gregory S. Wright, Guy A. Metcalfe, J. Gerard Cummins, James J. Hanks, Jr., Julian T. Kleindorfer, Karen F. Turk, Kathleen Werner, Lauren Goldberg, Matthew J. Lustig, Michael Bilerman, Paula C. Maggio, Ragavan Bala, Robin Panovka, Ronald M. Sanders, Sabastian V. Niles, Sarah E. Ralph, Sonia Gupta Barros, Stephen G. Hentschel, Thomas Leanse, Yoel Kranz
Recorded on: Jan. 19, 2018
PLI Program #: 220142

Paula Maggio was elected to serve as our Executive Vice President, General Counsel and Secretary in May, 2016. Ms. Maggio is involved in all aspects of our business, including corporate law and governance, securities matters, real estate acquisitions and dispositions, leasing and tenant matters and litigation management, as well as the management of our legal and human resources departments.

Before joining RPAI, Ms. Maggio was the executive vice president, general counsel and secretary at Strategic Hotels & Resorts, Inc., a $6 billion publicly-traded REIT that traded on the NYSE, where she managed the legal and human resources departments and was instrumental in the execution of the company’s initial public offering in 2004 and ultimate sale of the company in 2015. Previously, Ms. Maggio practiced law with Altheimer & Gray where she focused primarily on real estate and hospitality law.

Ms. Maggio received both her Bachelor of Arts and Juris Doctor, cum laude, from the University of Illinois at Urbana-Champaign.


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

Adam is recognized as one of the 500 leading lawyers in America by Lawdragon; one of the world's leading lawyers in mergers and acquisitions by Chambers, an expert in each of  M&A, Corporate Governance and M&A in the real estate field by Who’s Who Legal, as well as by Euromoney’s Expert Guides and Legal 500.

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

Adam is co-chair of the International Institute for the Study of Cross-Border M&A, co-chair of the advisory board of New York University’s REIT Center for the Study of Public Real Estate Companies, and a member of the American Law Institute.  He has served as co-chair of the NYU Real Estate Institute’s Annual Symposium on REITs since its inception. He is a member of the Corporate Academic Bridge Group of the NYU Pollack Center for Law & Business, and a frequent contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation. Adam serves on the board of directors of the American Friends of the Israel Museum, and as president of the Friends of the Israel Antiquities Authority and also of the Friends of Rambam Medical Center.


Benjamin Weber has experience in a broad range of real estate, corporate finance and private and public securities transactions, including acquisitions, dispositions, financings, private equity investments and restructurings.

Recent Representations

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

Rankings and Recognitions

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


Guy is a Managing Director of Morgan Stanley and Global Chairman of the Real Estate Investment Banking Group based in New York.

Guy joined the Firm in 1990 as an Analyst in the M&A Department, and worked in corporate finance in Toronto and Los Angeles as an analyst before returning to New York as generalist Associate in 1994.  He joined the Real Estate Group (principal investing, banking and lending) in 1996.  He was named Managing Director in 2002.  Guy became U.S. Real Estate Banking Head in 2002, Global Head in 2006 and Global Chairman in 2013.  Guy has completed over $500 billion of transactions at Morgan Stanley and is a trusted advisor to the CEOs of many of the leading property companies.

Guy earned an Honors B.A. in Business Administration from the Ivey School at the University of Western Ontario in 1990.

Guy is an advisor on real estate matters to the Partnership Fund of New York, a member of the Board of Directors of Trey Whitfield School, a high-performing inner-city school in East New York, Brooklyn, and is Vice Chairman of Schools That Can, the largest cross-sector network of urban schools serving underserved communities in the U.S.

Guy currently resides in New York, NY, with his wife Lisa and their 2 children.


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.


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.


Matthew J. Lustig is Chairman of Investment Banking, North America as well as Head of Real Estate & Lodging at Lazard, advising clients on strategic transactions in the real estate and lodging industries.

Previously, Mr. Lustig served as Head of Investment Banking, North America managing Financial Advisory businesses relating to Mergers & Acquisitions, Restructuring, Private Capital Advisory, Lazard Middle Market, Shareholder Advisory and Capital Structure Advisory. Separately he has headed the Real Estate private equity business of Lazard and its post-IPO successors, which included multiple funds with over $2.5 billion of equity capital invested in public and private real estate operating companies and properties. Prior to joining Lazard in 1989, Mr. Lustig was with Drexel Burnham Lambert and Chase Manhattan Bank.

Mr. Lustig serves on the boards of Boston Properties, Inc. (NYSE: BXP) and Ventas, Inc. (NYSE: VTR). He serves on the advisory boards of the School of Foreign Service at Georgetown University, his alma mater, The Zell-Lurie Real Estate Center at the Wharton School of the University of Pennsylvania (Chairman) and the Milstein Center for Real Estate at Columbia Business School. He is a former Executive Committee and Board member of the Pension Real Estate Association, a member of the Real Estate Roundtable and the Council on Foreign Relations.


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

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

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

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


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

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

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

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


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


Brian Stadler specializes in mergers and acquisitions and corporate governance. He represents private equity firms, corporations and financial advisors in a variety of M&A matters, including leveraged buyouts, strategic mergers, acquisitions and dispositions of companies, subsidiaries and divisions, minority investments, joint ventures and takeover defense. While he has represented M&A participants in a wide range of industries, Brian has extensive experience in M&A transactions involving REITs and other real estate companies.

Brian has been widely recognized for his work, including being named a “Dealmaker of the Year” by The American Lawyer, a Law360 MVP and one of the world’s leading private equity lawyers by Chambers.

 Brian joined Simpson Thacher in 1990 and was elected as a member of the Firm in 1998. He received his B.S., summa cum laude, from the Wharton School of the University of Pennsylvania in 1987 and his J.D. from Columbia Law School in 1990.


Gage R. Johnson has been, since 2014, a Senior Vice President, General Counsel and Secretary of Paramount Group, Inc. (NYSE: PGRE), a best-in-class owner, operator and manager of Class A office properties with trophy buildings in some of the most sought after addresses in New York City, Washington D.C. and San Francisco. Mr. Johnson joined Paramount’s predecessor management company in May 2009 as General Counsel. Previously, since 2005, Mr. Johnson was General Counsel of Citi Property Investors, the global real estate investment management arm of Citigroup, where he was a Managing Director responsible for virtually all legal aspects of real estate investments throughout the United States, Europe and Asia in all property sectors. From 2003 to 2005, Mr. Johnson was an Executive Director in the Law Department at Morgan Stanley Real Estate, the investment firm’s real estate unit. From 1998 to 2003, Mr. Johnson served in various roles at Lend Lease Real Estate, part of a publicly-traded property group specializing in project management and construction, real estate investment and development, most recently as its General Counsel. Prior to joining Lend Lease Real Estate, Mr. Johnson was an attorney with the law firm of Paul Hastings LLP in Washington, D.C.  He was also formerly the Vice Chairman, Treasurer, and member of the Executive Committee of the Board of Directors of The National Aquarium in Washington, D.C.  Mr. Johnson graduated from Princeton University with a Bachelor of Arts degree from the Woodrow Wilson School of Public & International Affairs, and from the University of Virginia School of Law with a Juris Doctorate, where he was a member of the Editorial Board of the Virginia Law Review.


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.


Gil Menna is a co-chair of the firm’s REITs and Real Estate M+A Practice. Mr. Menna also participates in the firm’s Mergers & Acquisitions, Capital Markets, Public Companies, Real Estate Tax and Private Investment Funds Practices. He is a former member of Goodwin’s Management and Executive committees, and former chair of the firm’s global Real Estate Capital Markets Group.

Mr. Menna represents many of the nation’s leading publicly traded real estate operating companies in connection with their merger and acquisition, corporate finance and corporate governance matters. In addition to his extensive knowledge of the public REIT industry, he also has significant experience representing a variety of real estate investment managers in connection with their private equity capital, merger and acquisition and portfolio acquisition transactions.

For the past eight years, Mr. Menna has captained Team Goodwin in the Pan-Mass Challenge, a charity bike ride which raises money for the Dana-Farber Cancer Institute. In that time, Goodwin has raised over $670,000 for cancer research and treatment. He has also participated in the Pan-Mass Challenge charity bike ride for 20 years.

Areas of Practice

REITs and Real Estate M+A
Mergers + Acquisitions
Capital Markets
Public Companies
Real Estate Tax
Real Estate Investment Funds

Experience

Over the several years, he has assisted clients in structuring and executing REIT transactions totaling well in excess of $160 billion, with more than $120 billion in M&A transactions and $40 billion in equity and debt securities offerings.

Most recently, he has represented:

  • Monogram Residential Trust in connection with its proposed highly structured $3 billion privatization transaction with Greystar and a consortium of foreign investors
  • Underwriting syndicate in Invitation Homes’ $1.8 billion IPO, the largest U.S. IPO since October 2015 and the second largest REIT IPO ever
  • MAA (Mid-America Apartment Communities, Inc.) in its $3.9 billion acquisition with Post Properties Inc.
  • The Scion Group LLC in its $1.4 billion acquisition (in joint venture with Canada Pension Plan Investment Board and the Government of Singapore Investment Corporation) of University House Communities Group, Inc.
  • Paramount Group Inc. in connection with its $2.6 billion IPO, the largest IPO in the REIT industry ever
  • Essex Property Trust in its $15.4 billion merger with BRE Properties, creating the third-largest multifamily REIT in the country
  • MAA (Mid-America Apartment Communities, Inc.) in its $8.6 billion acquisition of Colonial Properties Trust, Inc.
  • Cole Credit Property Trust II in its $7.1 billion acquisition by Spirit Realty Capital, Inc.
  • AvalonBay Communities, Inc. in its $16 billion acquisition (in joint venture with Equity Residential) of Archstone Enterprise LP
  • CreXus Investment Corp in its $ 1 billion acquisition by Annaly Capital Management, Inc.
Professional Activities

Mr. Menna is a Board Associate member of NAREIT, and a member of the Real Estate Roundtable and the board of directors of New York University's Real Estate Institute's REIT Center.

He is an adjunct professor and lecturer in law at Columbia University, where he teaches a course on real estate M&A and restructurings.

Mr. Menna has written and lectured extensively on topics in real estate securities and mergers & acquisitions, as well as on tax law issues facing the real estate capital markets industry.

Recognition

Mr. Menna is widely recognized as one of the nation’s leading REIT attorneys and has practiced in the real estate M&A and real estate securities area for over 33 years. In 2010, during NAREIT’s 50 anniversary, he was honored with the association’s Lifetime Achievement Award for his outstanding contributions to the REIT market. He is annually recognized as a “Star Individual” in Nationwide REITs by Chambers USA: America’s Leading Lawyers for Business and was most recently named to the Legal 500’s inaugural Hall of Fame list for his work in the REIT space. He has also been selected for inclusion in the Lawdragon 500, Chambers Global: The World’s Leading Lawyers for Business, U.S. News-Best Lawyers and, as a young lawyer, was previously selected for inclusion in The American Lawyer’s “Forty-five Under 45” – a list of young lawyers “who are making their mark today and will lead the profession tomorrow.”

Credentials

Education
  • M.L.T., 1983
    Georgetown University
  • J.D., 1982
    Georgetown University Law Center
  • B.A., 1978
    Syracuse University
    (magna cum laude, Phi Beta Kappa)
Admissions

Bar
Massachusetts
California
New York

Courts
U.S. Tax Court


Gregory S. Wright joined Bank of America Merrill Lynch in April 2005 after spending 12 years at Citigroup.

Mr. Wright has over 23 years of investment banking experience and is currently the relationship manager for 25 public companies with a combined total market capitalization of approximately $400 billion. 

Mr. Wright has expertise in executing transactions for office, industrial, apartment, strip shopping center, mall, life science, data center, student housing, self storage, triple net lease and manufactured housing real estate clients.

Mr. Wright has extensive experience in originating and executing strategic advisory assignments as well as debt and equity transactions in the capital markets for public companies.

Prior to working at Citigroup, Mr. Wright was a financial analyst at Trammell Crow Company in Washington D.C. from 1987-1991.

Mr. Wright received a B.A. in Finance from the University of Maryland in 1987 and an MBA from the University of Michigan in 1993 

SELECTED EXPERIENCE
  • Maguire Properties – $798 million IPO
  • Sale of EOP to Blackstone for $39 billion (Largest REIT M&A transaction)
  • Purchase of Reckson by SL Green for $6.2 billion
  • Purchase of GMH by American Campus Communities for $1.4 billion
  • American Campus Communities – two equity follow-on offerings in 2012 for a total of $1.3 billion and one equity follow-on offering in 2016 for $740 million
  • Douglas Emmett – $1.6 billion IPO (Second largest REIT IPO)
  • Vornado – $742 million equity follow-on offering
  • EOP – $1.5 billion convertible notes offering
  • Sale of BofA / Barclay’s interest in Archstone for an implied price of $16.5 billion
  • Purchase of CPA 15 by W.P. Carey for $2.6 billion, immediately following the acquirer’s REIT conversion
  • Purchase of CPA 16 by W.P. Carey for $4.0 billion
  • Purchase of ARCT by Realty Income for $3.0 billion
  • Purchase of Thomas Properties Group by Parkway Properties for $1.2 billion
  • Paramount Group, Inc. – $2.6 billion IPO (Largest REIT IPO)
  • Purchase of Inland Diversified Real Estate by Kite Realty for $2.1 billion
  • Advised Forest City on its REIT conversion
  • Forest City – $841 million equity follow-on offering
  • Sale of Industrial Income Trust to GLP for $4.6 billion
  • Purchase of Telx by Digital Realty for $1.9 billion
    • $1.9 billion bridge facility
    • $714 million equity follow-on offering
    • $950 million unsecured notes offering
    • $250 million preferred stock offering
  • Digital Realty -  $1.4 billion equity following offering
  • Alexandria Real Estate Equity - $775 million equity follow-on offering


Karen Turk is a partner in the firm's Tax group. Ms. Turk’s practice focuses on the tax aspects of structuring commercial transactions, including real estate and venture capital transactions, mergers and acquisitions, and structures to mitigate unrelated business taxable income for tax-exempt and pension investors. Ms. Turk has extensive experience in structuring collective investment vehicles with tax-exempt, domestic and non-US investors, and she routinely advises clients in connection with the formation and operation of investment funds, public and private REITs, and complex joint ventures. Ms. Turk joined Goodwin in 1999 and serves on the firm’s Partnership Committee.

Professional Activities
Ms. Turk is a member of the Boston, American and New York State Bar Associations.

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

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

 


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

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

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

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

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

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


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

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

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


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.


Steve Hentschel has enjoyed a 27-year career as a real estate investment banker and has completed over $80 billion of transactions. Mr. Hentschel sold his boutique M&A advisory firm Hentschel & Company to HFF, Inc. (NYSE: HF) in March 2017 and became HFF’s Leader of M&A and Corporate Advisory. Prior to starting Hentschel & Company in May 2013, Mr. Hentschel founded the real estate investment banking group at Gleacher & Company in 2009 and built it into a practice that was the #1-ranked REIT M&A advisor by transaction value in the United States in 2012.

Mr. Hentschel previously spent 10 years at Lehman Brothers from 1996 to 2006 as a senior member of its Global Real Estate Group and 3 years at Wachovia Securities from 2006 to 2009 as head of the New York Real Estate Investment Banking office. From 1990 to 1996 Mr. Hentschel worked at Prudential Securities in CMBS and residential mortgage and asset-backed securitization businesses and also advised the Resolution Trust Corp.

As part of a diverse career in real estate Mr. Hentschel has advised on M&A, raised private capital, bookrun REIT IPOs, raised public capital, written fairness opinions and made principal investments that include the landmark take-private of Gables Residential for $3 billion that initiated the REIT go-private wave of 2005 – 2007. His sector experience includes multifamily, office, malls, retail, triple net lease, manufactured home community, single family rental, industrial, timeshare, self-storage, student housing, specialty finance and mortgage REITs.

Mr. Hentschel earned an engineering degree from Princeton University in 1989. At Princeton Mr. Hentschel was captain of the tennis team and achieved an individual NCAA ranking of #16.


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

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

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


Yoel Kranz is a partner in Goodwin’s REIT Capital Markets and M+A/Corporate Governance Practices. He has over 18 years of experience in advising public and private companies, including numerous public REITs, in matters of corporate governance, board dynamics and corporate mergers and acquisitions. Mr. Kranz also represents a diverse group of corporate issuers of securities, both public and private, and serves as ongoing corporate and securities counsel for public companies in the REIT sector.

Mr. Kranz is a member of the adjunct faculty at The Paul Milstein Center for Real Estate, Columbia Business School and a lecturer in law at Columbia Law School. During the 2010-2011 semester, Mr. Kranz was a guest lecturer at Tel Aviv University Law School, teaching coursework in U.S. mergers and acquisitions practice. Prior to joining Goodwin, Mr. Kranz was a corporate associate in the New York and London offices of Cravath, Swaine & Moore.  Mr. Kranz is admitted to practice in New York and Massachusetts.

EXPERIENCE
Mr. Kranz’ activities in recent years include representing:

  • Empire State Realty in connection with its sale of a $620 million 9.9% interest to an affiliate of Qatar Investment Authority
  • Medical Properties Trust in its €500million offering of senior notes and listing on Irish Stock Exchange, one of the first public Eurobond offerings by a U.S. REIT
  • AvalonBay Communities in a $685 million public offering of its common stock on a forward basis
  • Gaming & Leisure Properties in its $440 million acquisition of The Meadows Racetrack and Casino
  • Mid-America Apartment Communities in its $8.6 billion business combination with Colonial Properties Trust
  • Medical Properties Trust in connection with its $1.25 billion acquisition of a healthcare portfolio from an affiliate of Cerberus Capital Management
  • CreXus Investment Corp in its $1 billion acquisition by Annaly Capital Management, Inc.
RECENT PUBLICATIONS
  • “Corporate Governance Trends in the Public REIT Sector: An Evolving Landscape,” April 21, 2017
  • “Waivers of Ownership Limitation Provisions in REIT Charters,” June 08, 2016
  • “SEC Permits Immediate Resale Under Rule 144 of REIT Shares Issued in Exchange for OP Units,” March 18, 2016
  • “Why Green Street Should Rethink Its One-Size-Fits-All Position on Corporate Governance,” June 01, 2015
  • “Barbarians at the (REIT) Gates: REITs Should Be Prepared for a New World Order of Shareholder Activists, Hostile Overtures and Proxy Fights,” February 04, 2015
  • “REITs and the Alternative Investment Fund Managers Directive,” November 19, 2014
EDUCATION
  • J.D., University of Virginia School of Law, 1998 - (member, editorial board of the Virginia Law Review)
  • M.A., Emerson College, 1995
  • RO, Rabbinical College of America, 1992


Ana O'Brien is a partner in the Los Angeles office of Latham & Watkins and global Co-chair of the REIT Industry Group. Her practice focuses primarily on the federal taxation of corporations, partnerships and REITs in a variety of US and international contexts.

Ms. O’Brien advises clients on tax issues associated with:

  • Mergers and acquisitions
  • Securities offerings
  • Financing transactions
  • Joint ventures
Ms. O’Brien regularly speaks on tax issues related to REITs and other tax matters. She also serves on the firm's Women Enriching Business (WEB) and Pro Bono committees.
 


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.