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Real Estate M&A and REIT Transactions 2019


Speaker(s): Adam O. Emmerich, Andrew Jonas, Aneliya S. Crawford, Anthony C. Green, Benjamin R. Weber, Brian M. Stadler, Cristina Arumi, David Schinasi, David W. Bonser, Davin Thigpen, Guy A. Metcalfe, J. Gerard Cummins, James J. Hanks, Jr., Jeffrey D. Horowitz, Jodi J. Schwartz, John T. Haggerty, Julian T. Kleindorfer, Karen F. Turk, Kathleen Werner, Kendal A. Sibley, Ketan K. Patel, Matthew J. Lustig, Michael Bilerman, Michael E. McTiernan, Samantha Sacks Gallagher, Scott Schaevitz, Sherry L. Rexroad, Stephen M. Gill
Recorded on: Jan. 8, 2019
PLI Program #: 253008

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.


Aneliya S. Crawford is a partner at Schulte Roth & Zabel. She represents hedge funds and other large investors in matters concerning shareholder activism, proxy contests, hostile takeovers, corporate governance, and mergers and acquisitions. Aneliya is one of the leading attorneys representing activist investors globally with close to 200 major shareholder activism contests, including campaigns in the United States, United Kingdom, Canada, Australia and Latin America. Aneliya has extensive experience providing strategic guidance to investors on activist strategies, including proxy contests, settlement negotiations, corporate governance, consent solicitations, letter-writing campaigns, hostile takeovers and M&A transactions. She provides counsel to clients on their equity investments in public companies, and she also represents public and private companies in mergers and acquisitions and asset purchase and stock purchase transactions. Aneliya has been named to Crain's New York Business 40 Under 40 Class of 2018 which recognizes the most accomplished New York City-based business professionals under 40 years old. She was also named a New York “Rising Star” by Super Lawyers magazine each year since 2014 for her shareholder activism and M&A practice. Most recently, Aneliya represented Trian Fund Management in the largest proxy contest to date. The successful campaign sought the addition of Trian CEO and founding partner Nelson Peltz to the Board of Directors of Procter & Gamble.


Anthony Green has served as Chief Legal Officer and Secretary of Annaly Capital Management, Inc. since March 2017. Mr. Green previously served as Annaly’s Deputy General Counsel from 2009 until February 2017. Prior to joining Annaly, Mr. Green was a partner in the Corporate, Securities, Mergers & Acquisitions Group at the law firm K&L Gates LLP. Mr. Green has over 19 years of experience in corporate and securities law. Mr. Green holds a B.A. in Economics and Political Science from the University of Pennsylvania and a J.D. and LL.M. in International and Comparative Law from Cornell Law School.


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


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 Schinasi is a managing director in the Mergers and Acquisitions group at Wells Fargo Securities. He is also a member of the Firm’s Investment Banking Opinion Committee, and was previously the Chairman of that Committee.

David joined Wells Fargo in 2007 to lead the mergers and acquisitions practice in the real estate and lodging sectors.Prior to this, he was a managing director at Citigroup Global Markets and at Bank of America Securities, where he led their real estate mergers and acquisitions businesses.

Prior to commencing his investment banking career in 1992, David practiced corporate law at Skadden, Arps, Slate, Meagher & Flom.

David earned a B.S. with high honors from the University of Florida and a J.D. from the UCLA School of Law, where he was Associate Editor of the UCLA Law Review.


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.


Jodi J. Schwartz is a partner at the law firm of Wachtell, Lipton, Rosen & Katz where she specializes in the tax aspects of the corporate transactions and mergers and acquisitions that are the firm’s primary practice.  She is a magna cum laude graduate of the University of Pennsylvania Law School where she served as an editor of the Law Review and has an LL.M in Taxation from New York University, and an M.B.A. from the Wharton School.  Ms. Schwartz is an Executive Committee member of the New York State Bar Association Tax Section where she was a past Chair.  She is a frequent lecturer and writer on federal income tax issues.


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.


Kendal Sibley is a partner in Hunton Andrews Kurth LLP’s Business Tax group.

Kendal’s practice focuses on real estate investment trusts and private investment funds.  Her experience also includes mortgage servicing rights investment and finance, securitization, joint ventures, and cross-border investment in the United States.  She represents issuers, underwriters, servicers and guarantors in various aspects of federal income tax structuring of capital markets transactions and investments.  Kendal has been recognized as a “Rising Star” by Virginia Super Lawyers.

She received her J.D. from the University of Virginia School of Law and her B.S. in Commerce, with distinction, from the University of Virginia.  She clerked for two years on the U.S. Court of Appeals for the Fourth Circuit.


Ketan K. Patel serves as general counsel, executive vice president and secretary for Forest City Realty Trust, Inc.

Joining Forest City in May 2017, Ketan was most recently vice president, corporate secretary and chief ethics officer of FirstEnergy Corp., a major Midwestern electric utility, serving as a primary liaison to its board and managing a team of 150 associates across the company's Real Estate & Facilities, Corporate, and Records & Information Compliance departments.

Previously, Ketan was associate general counsel at DDR Corp., a national real estate investment trust based in Beachwood, Ohio, where he oversaw the Corporate & Transactions Group with responsibility for acquisitions and dispositions, capital markets transactions, joint ventures and tax, as well as other general corporate matters. 

Ketan began his legal career with McDonald, Hopkins, Burke & Haber, LPA, a super-regional law firm with offices in the Midwest and Florida. 

Ketan earned his Bachelor of Science degree in engineering from Princeton University and his Juris Doctor from the University of Michigan Law School. 


Matthew J. Lustig is Head of Investment Banking, North America as well as Head of Real Estate & Lodging at Lazard. He is responsible for managing Lazard's investment banking businesses across North America, while continuing to advise clients on strategic transactions in the real estate and lodging industries.

Separately, Mr. Lustig served as Chief Executive Officer on behalf of Lazard and its post-IPO successors in their real estate private equity investment business.  As such, Mr. Lustig oversaw multiple funds with over $2.5 billion of equity capital invested in real estate operating companies and properties, and had been Chairman of Atria Senior Living, Inc. as well as chairman or a director of several other public and private portfolio companies. 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 Real Estate Center at the Wharton School of the University of Pennsylvania (Chairman) and the 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. 


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.


Scott Schaevitz is Co-Head of Americas Real Estate Investment Banking at Barclays. Mr. Schaevitz has over 30 years of financial services experience and is responsible for providing merger and acquisition advice to, and raising debt and equity for, public and private real estate companies. 

Mr. Schaevitz’s real estate advisory work includes:  the merger of Sabra Health Care  and Care Capital Properties, the merger of Colony Capital, NorthStar Asset Management and NorthStar Realty Finance, the acquisition of Excel Trust by Blackstone, the sale of Arden Realty to GE Capital, the sale of CRT Properties to DRA Investors, the merger of Lexington Corporate Properties and Newkirk Realty Trust, the merger of General Growth Properties and The Rouse Company, and the sale of Heritage Property Investment Trust to Centro Watt.

Mr. Schaevitz has been involved in numerous IPOs including Hudson Pacific Properties, Excel Trust, Campus Crest Communities, DuPont Fabros Technology, Kilroy Realty Corporation, Cali Realty Corporation, Columbus Realty Trust, and Developers Diversified.

Mr. Schaevitz’ capital markets transactions include common, convertible and preferred equity, and investment grade, high yield, privately placed and CMBS debt.  Issuers include Acadia Realty, Ventas, Vereit, Kilroy Realty, Care Capital Properties and Four Corners Property Trust, among others. 

Prior to joining Barclays in 2008, Mr. Schaevitz served as a Managing Director in the Real Estate investment banking groups at Lehman Brothers, Wachovia Securities and Prudential Securities. He began his career at E.F. Hutton & Co.

Mr. Schaevitz received his BA with honors in Economics and History from Tufts University and his MBA from New York University.  He also studied at the London School of Economics and Political Science.


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, the BlackRock Americas Research Commission Oversight Committee, and the BlackRock Equity Policy Oversight Committee. She also holds the Chartered Financial Analyst designation and is a member of the CFA Institute and NAREIT. She serves on the FTSE NAREIT Index Series Advisory Committee and she is a member of the Advisory Board for 'Fords in Finance and an active member of Wharton Women in Leadership.


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.


Mr. Horowitz joined Bank of America Merrill Lynch in April 2005 and is Global Head of Real Estate, Gaming and Lodging Investment Banking. The REGL team has offices in the United States, Europe, and Asia.

Mr. Horowitz covers a broad range of public and private companies and works on mergers and acquisitions, public and private capital raising and general corporate advisory transactions. Prior to joining Bank of America Merrill Lynch, Mr. Horowitz spent approximately 12 years at Citigroup where he was a Managing Director within Real Estate Investment Banking. Prior to joining Citigroup, Mr. Horowitz spent three and a half years at Lazard Frères as an Associate in Capital Markets and in Real Estate. Mr. Horowitz began his career as an Analyst in the Real Estate Group at The First Boston Corporation.

Mr. Horowitz has a Bachelor of Science degree from Cornell University and an MBA from Harvard Business School.  Mr. Horowitz is a member of NAREIT, the Board of Trustees and member of the Investment Committee of The Urban Land Institute, a member of the Board of Trustees of the Harvard Business School Real Estate Alumni Association, the Real Estate Roundtable, and the Policy Advisory Board of the Fisher Center for Real Estate and Urban Economics. Mr. Horowitz is also formerly a member of the Industry Real Estate Financing Advisory Council.


Cristina Arumi is a principal in Ernst & Young LLP’s National Tax Department and resides in Washington, DC. Cristina is a member of the National Real Estate and Partnerships group, with a particular focus on inbound investment structures and tax advice related to real estate and infrastructure transactions.

Cristina regularly advises public companies, funds, institutional investors, and non-US investors on a variety of matters.  Her inbound experience includes representing high net worth individuals, foreign pensions, and sovereign investors with respect to the US tax implications of investments and operations in the United States, including the Section 892 exemption for foreign governments, considerations related to operating activities and “permanent establishment” issues, and FIRPTA – the Foreign Investment in Real Property Tax Act. She also advises both US and non-US clients regarding US tax implications multi-jurisdictional acquisitions and joint ventures.

Cristina is a leading advisor on real estate investment trusts (REITs), including hotel, health care, and mortgage REITs. With her transactional focus, Cristina has worked on multiple mergers and acquisitions, REIT formations and conversions, UPREIT roll-ups, partnership mergers, and downREIT transactions. Cristina also advises on ongoing operating matters, including compliance with tax protection agreements, and has extensive 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.

Before joining EY, Cristina was a partner and the global leader of Tax at Hogan Lovells. During her 17 years at Hogan, Cristina advised on the tax aspects of many of the most complex and high profile real estate related transactions in the industry. In addition, Cristina worked with other operating companies in numerous industries in connection with a variety of transactions, including taxable and non-taxable acquisition transactions, joint ventures, recapitalizations and debt restructurings.

Cristina has made numerous speaking appearances at conferences hosted by the National Association of Real Estate Investment Trusts, the Practicing Law Institute and the American Bar Association. Cristina graduated from the University of North Carolina at Chapel Hill, received her J.D. from Duke University School of Law, and received her LL.M. from Georgetown University Law Center. Cristina is the CLE Subcommittee Chair of the ABA Tax Section Real Estate Committee and is a member of the Government Relations Committee, National Association of Real Estate Investment Trusts.


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.


Steve concentrates his practice on mergers and acquisitions for public and private companies and private equity firms, including takeovers and takeover defense. He also represents a number of public companies with respect to securities law compliance, securities offerings, corporate governance, and shareholder activism defense.
In addition, Steve represents investment banking firms in underwritings and financial advisory matters. Steve has worked with clients across a diverse number of industries, including energy upstream, energy midstream, oilfield services, finance, chemicals, health care, telecommunications, technology, and software.