Philip Rosen is Co-Head of the Firm’s Real Estate practice and the Firm’s Infrastructure practice. Mr. Rosen is a leading authority in the mergers and acquisitions of real estate companies, both public and private and both as part of restructurings and not. He is also one of the top real estate finance lawyers and has long been considered one of the leading lawyers in the debt restructuring space. He is also one of the top private equity lawyers in the property arena, representing numerous opportunity funds and institutions in their larger and more complicated transactions. Mr. Rosen also has a top reputation in a broad spectrum of other transactional areas, including real estate investment trusts, joint ventures, and property and debt portfolio acquisitions. He also heads the Firm’s renowned hospitality and gaming practices. Finally, he is one of the country’s leading authorities on doing business in the Middle East.
Recent client representations include Brookfield Asset Management, Fortress Investment Group, CWCapital, Jumeirah, The Port Authority of New York and New Jersey, Starwood Hotels and Resorts, Beijing Guo Tai Shang Cheng Real Estate Co. Ltd. (known as Cheerland in the U.S.), KTR Capital, Macquarie, Crown Acquisitions and Yeshiva University.
Aneliya S. Crawford, Partner at Schulte Roth & Zabel, represents hedge funds and other large investors in matters concerning shareholder activism, proxy contests, hostile takeovers, corporate governance, and mergers and acquisitions. She is one of the leading attorneys representing activist investors globally with hundreds of 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 represented Trian Fund Management in the largest proxy contest to date, Trian’s successful campaign at Procter & Gamble; Elliott Management at Marathon Petroleum; Voce Capital at Argo Group International, Acacia Research in connection with multiple acquisitions, Altai Capital at MobileIron, and UBS as adviser to Elliott Management. Aneliya has been recognized by The Legal 500 US, Chambers USA, New York Super Lawyers — Rising Star, and Crain’s New York Business 40 Under 40.
Benjamin Weber is a partner in the Commercial Real Estate Group at Sullivan & Cromwell LLP’s New York office. He 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.
Recently he has advised: Blue Pool Capital, Beth Madrash Govoha, British Airways, Cadillac Fairview, Cole Real Estate Investments, Delaware Life Insurance Company, Forest City Realty Trust, Fremont Group, Glick Family Investments, Goldman Sachs/BSPI, The Joseph Hotung family, Jujamcyn Theaters, Storage Post Self Storage, Table Management, Vornado Realty Trust, Wells Fargo and Winter Properties.
Rankings and Recognitions
The Honorable John R. Gibson, United States Court of Appeals, Eighth Circuit, 1990-1991
Anthony C. Green is the Chief Corporate Officer and Chief Legal Officer of Annaly. Mr. Green has served as Chief Corporate Officer since January 2019 and Chief Legal Officer since March 2017. Mr. Green has over 20 years of experience in corporate and securities law. Mr. Green was Deputy General Counsel of Annaly from 2009 until March 2017. Prior to joining Annaly in 2009, Mr. Green was a partner in the Corporate, Securities, Mergers & Acquisitions Group at K&L Gates LLP. 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.
Audrey Leigh is a counsel in Goodwin’s Business Law Department and a member of its Real Estate Industry group. Ms. Leigh focuses primarily on public and private capital markets transactions and other corporate finance and general corporate transactions in the real estate, hospitality and specialty finance sectors. She has advised sponsors, investment banks, real estate investment trusts, specialty finance companies, and business development companies in a wide range of transactions, including initial and follow-on public offerings, private placements of debt and equity, and mergers and acquisitions. She also regularly advises public companies on corporate governance matters. Ms. Leigh joined Goodwin in April 2015.
BARTHOLOMEW A. SHEEHAN, III, is co-head of the firm’s New York Capital Markets group. He represents both issuers and underwriters in a wide variety of securities offerings and has extensive experience providing legal advice to clients under the Securities Act of 1933 and the Securities Exchange Act of 1934.
In addition to securities offerings, his practice includes consultation with clients regarding corporate governance matters and public company reporting obligations.
Bart currently serves as company counsel or designated underwriters’ counsel for more than 20 companies, with a particular emphasis on REITs and utilities. Bart’s practice focuses on IPOs, follow-on and secondary common stock offerings, preferred stock offerings, ATM programs, offerings of convertible and exchangeable securities, and offerings of senior and subordinated debt securities. Bart has worked with
companies in most of the commercial real estate sectors, including health care, industrial, lodging, net lease, office, residential and retail.
Bart is recognized by Chambers USA as a leading lawyer in Capital Markets — REITS, byI FLR1000 in Capital Markets and has been recommended by The Legal 500 US in Capital Markets: Equity Offerings, Debt Offerings and in Real Estate Investment Trusts. Mr. Sheehan is also a trustee of the Brooklyn Academy of Music.
David S. Lazarus is a Managing Director at Eastdil Secured in New York and is co-head of the firm’s Corporate Advisory / M&A Practice. Eastdil’s Strategic Advisory Practice engages in a variety of activities for its clients including capital raising, M&A, and strategic divestures. In both his current and past roles, Mr. Lazarus has participated in many of the industry’s largest and most high profile transactions including IPO’s, Public Offerings, M&A, and various Special Committee assignments. Prior to joining Eastdil Secured in 2011, Mr. Lazarus co-founded a boutique real estate investment bank focused on advisory activities, EdgeRock Realty Advisors. EdgeRock specialized in advising private companies on equity capital alternatives including the IPO process. Mr. Lazarus spent 13 years as a Managing Director in the Real Estate Investment Banking Group at Lehman Brothers, which was acquired by Barclays Capital in 2008. From 1994 to 1996, Mr. Lazarus worked at the Yarmouth Group, a real estate advisor, as a capital transactions associate. Prior to that, Mr. Lazarus worked as a CPA at KPMG. Mr. Lazarus graduated with honors from the Wharton School at the University of Pennsylvania in 1993.
ABOUT THE FIRM
Eastdil Secured is a New York based real estate investment banking firm, which is a wholly owned subsidiary of Wells Fargo Bank. Eastdil Secured is the market leader in raising debt and equity capital for real estate companies and large scale commercial real estate projects including office, retail, hotel, apartments and industrial properties. The firm is active in property sales, financing, loan sales, capital raising and investment banking transactions.
David Slotkin serves as co-chair of the REIT practice and is based in the firm’s Washington D.C. office.
He is a leading corporate and securities lawyer, and his practice focuses on representing companies and underwriters in debt and equity securities offerings, as well as advising companies on, among other things, mergers and acquisitions, joint ventures, corporate governance and securities, and other compliance matters. David is particularly well known and Chambers rated in the area of real estate investment trusts (REITs).
Mr. Slotkin has been involved in a significant number of capital markets transactions involving both public and private equity and debt offerings, as well as in a wide variety of strategic transactions, including mergers, acquisitions, divestitures, tender offers, and joint ventures. Mr. Slotkin also regularly advises members of management, boards of directors, audit committees, and special committees on strategic and corporate governance issues, and counsels public companies on all aspects of compliance with the federal securities laws and securities exchange listing standards.
Mr. Slotkin is “‘an extremely proactive lawyer,’ admired for being ‘superb in reaching out with regard to new issues or situations.’ He is highly experienced in a variety of corporate matters, such as M&A, capital markets, and acts for a range of investment banks, REITs and other companies” and is “noted for his skilled handling of M&A transactions on behalf of public and private REITs”(Chambers USA). Earlier in his career, he served as General Counsel of a publicly traded telecommunications company.
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 775-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 registered REITs are formed under Maryland law. Jim and his colleagues advise approximately 60% of this group, as well as privately-held REITs and other entities, on Maryland law in connection with REIT formations, equity and debt offerings, mergers and acquisitions, takeover defenses, stockholder litigation and corporate governance matters. Jim has advised buyers or sellers in more than 250 mergers or acquisitions, many valued at more than one billion dollars. He has also represented parties in cross-border mergers and acquisitions, joint ventures and other transactions. Jim regularly serves as independent counsel to boards of directors and board committees of REITs and other major U.S. corporations and as an expert witness in connection with significant transactions, stockholder litigation, conflicts of interest and corporate governance issues. Jim also advises governments on revision of their corporate and securities laws.
Jim is the author of the definitive 900-page treatise Maryland Corporation Law (published in 1990 and supplemented annually) and the co-author (with former Stanford Law School Dean Bayless Manning) of the fourth edition of Legal Capital (published in 2013). He is also the author of several law review articles and a frequent speaker on corporation law and governance. Jim has been actively involved in the revision of the Maryland General Corporation Law, the Maryland REIT Law and the Model Business Corporation Act, which has been adopted substantially in its entirety by 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 16, who will talk your head off in German or English.
Jason Barnett is one of the founding managing partners of RXR Realty LLC (“RXR” or the “Company”) where he serves as Vice Chairman, General Counsel, and Secretary of the Company. RXR is a fully integrated, multi-billion dollar private real estate company which was formed subsequent to the merger of Reckson Associates Realty Corp (“Reckson”) (NYSE: RA) with SL Green, one of the largest public Real Estate management buyouts in REIT history. In this capacity, Mr. Barnett is involved in many aspects of the Company’s business. In addition to being responsible for all legal matters for the Company, Mr. Barnett is also responsible for overseeing the Company’s transactional activities as well as the Company’s corporate initiatives. Mr. Barnett is also a member of the Investment Committee of RXR.
Prior to the Reckson/SL Green merger, Mr. Barnett served as Senior Executive Vice President – Corporate Initiatives, General Counsel and Secretary of Reckson, where he was responsible for all legal matters and corporate initiative related matters and integrally involved in the structuring and execution of over $6 billion of acquisitions, financings and capital market transactions.
During his combined tenure between Reckson and RXR, Mr. Barnett has been integrally involved in over $37 billion of transactions, building RXR into one of the largest office landlords in Manhattan, and one of the largest owners, managers and developers in New York City and the surrounding region. The RXR platform manages 61 commercial real estate properties and investments with an aggregate gross asset value of approximately $18.5 billion, comprising approximately 24.4million square feet of commercial operating properties and approximately 6,300 multi-family and for sale units in various stages of development in the New York Metropolitan area.
Mr. Barnett is also the Senior Executive Vice President, General Counsel and member of the Board of Directors, of RNY Property Trust (ASX: RNY), a public real estate company listed on the Australian Securities Exchange.
Mr. Barnett has extensive experience with both the Public Company and Private Fund structures. Mr. Barnett is a frequent speaker at industry conferences on such topics as transaction structures, joint ventures, Real Estate capital markets and corporate and compliance related matters.
Mr. Barnett is an active participant in his community and serves as a Director, Trustee or Advisor for a number of community based organizations. Mr. Barnett also serves on the Board of Trustees of Clark University, in Worcester, MA and as a member of London School of Economics North American Advisory Board. Mr. Barnett earned a Bachelor’s of Arts from Clark University, attended the London School of Economics and earned his Juris Doctor from Emory University School of Law.
Jim Sullivan is President of Green Street's Advisory Group, which provides strategic advice to commercial real estate owners and investors located in the U.S. and around the globe. He has managed the Group since 2014. Clients of Green Street Advisory include private real estate companies considering IPOs, publicly traded and non-traded REITs seeking strategic advice, C-corps considering REIT conversions/spin-offs, operating companies evaluating real estate monetization strategies, as well as investment vehicles including hedge funds, long-only funds, pension funds, private equity firms, and family offices. Jim joined Green Street in 1994. During the subsequent 20 years, he was Green Street's lead research analyst covering REITs in a variety of property sectors including office, industrial, malls, strip centers, self-storage, health care and manufactured housing. Jim managed Green Street's North American Research, comprised of 30+ analysts covering 80+ REITs, from 2010-2013. Throughout his 24-year career at Green Street he has been quoted widely in the financial media and has been recognized as an All-Star REIT analyst by The Wall Street Journal. He is a member of the National Association of Real Estate Investment Trusts (Nareit), the International Council of Shopping Centers (ICSC), and the Association of Foreign Investors in Real Estate (AFIRE). Prior to Green Street, Jim worked for ten years as a real estate investment banker and construction lender at Bank of America in Los Angeles and Manufacturers Hanover Trust in New York. He earned his MBA in Finance & Real Estate from Columbia University and his B.A. in Economics from Duke University. Jim is a member of the Board of Directors at Bixby Land, a private real estate company.
John Haggerty is a partner in and co-chair of Goodwin’s Public M&A / Corporate Governance practice. He works on a wide variety of corporate and securities matters, including public and private mergers and acquisitions, public and private offerings of equity and debt securities by public companies, corporate governance and other matters of general corporate and securities law. He has been recognized in the Corporate/M&A: Capital Markets category by Chambers USA: America’s Leading Lawyers for Business.
Mr. Haggerty’s recent work includes representing:
Mr. Haggerty is a member of the Boston, Massachusetts and American Bar Associations. He is an adjunct professor and lecturer in law at Columbia University, where he teaches a course on real estate M&A.
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 was named a BTI Client Service All-Star for 2019 and recognized as a Leader in REITs: Tax - Nationwide, Chambers USA, 2020.
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.
Lauren Goldberg serves as Executive Vice President, General Counsel and Secretary of VEREIT, Inc., a full-service real estate operating company which owns and manages one of the largest portfolios of single tenant commercial properties in the United States. 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 position, she was responsible for all aspects of Revlon’s legal and regulatory affairs, securities and financing activities, corporate governance matters and compliance, and was a member of the company’s Operating Committee. Additionally, Lauren 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. She received her law degree from Columbia Law School and her undergraduate degree in accounting from the Wharton School, University of Pennsylvania.
Lewis Kneib, Co-Chair of the firm's Los Angeles Corporate Department, focuses his practice on corporate finance and company representation. Mr. Kneib is particularly skilled with transactions in the real estate, hospitality, gaming, and alternative asset management industries. Mr. Kneib's practice focuses on:
In the corporate finance area, Mr. Kneib has represented issuers and investment banks in connection with numerous recent IPO and first-time issuer transactions, including those for:
Prior to joining Latham in 2007, Mr. Kneib served as a law clerk to Judge John M. Walker, Jr. of the Unites States Court of Appeals for the Second Circuit and Judge Paul J. Kelly, Jr. of the United States Court of Appeals for the Tenth Circuit.
Prior to attending law school, Mr. Kneib was a Certified Public Accountant in the assurance practice of KPMG LLP.
Mack is a Vice President in BlackRock's Americas Investment Stewardship group. Mack is the lead analyst for the REIT sector in BlackRock's Americas Investment Stewardship group and is responsible for the evaluation of corporate governance, proxy voting and engagement with boards and management across this portfolio.
Mack has a particular expertise in shareholder activism and capital return strategy. Prior to joining BlackRock, Mack worked at Deutsche Bank as an Associate within the Equity-Linked Origination team; he served as junior structurer heading coverage of sponsors, hedge funds and sovereign wealth funds. In this role, Mack worked to structure bespoke equity derivatives, convertible bond offerings and share repurchase programs. Prior to Deutsche, Mack was an Associate within Nomura's Corporate Equity Derivatives team where we structured products for activist investors, sponsors and corporates.
Mack earned an MBA from the Darden Graduate School of Business Administration at University of Virginia and a BA from Georgetown University.
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.
Mike is co-head of the Global Real Estate Investment Banking business and serves as a strategic advisor to a number of private and publicly traded real estate companies with regard to mergers and acquisitions, capital raising and general corporate finance matters. He joined Goldman Sachs in 1988 and has spent over 25 years focused on the real estate business. He was named Managing Director in 2000 and Partner in 2006.
Mike is a member of the National Association of Real Estate Investment Trusts, The Real Estate Roundtable and the Urban Land Institute, and is on the board of the International Council of Shopping Centers.
Mike earned an MBA from the Wharton School of the University of Pennsylvania and a BS, magna cum laude, from Georgetown University.
Mr. Horowitz joined Bank of America Securities 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 Securities, 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, 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.
Ms. Gallagher is Executive Vice President, General Counsel and Secretary of VICI Properties Inc. (NYSE: VICI), an experiential real estate investment trust. Ms. Gallagher serves as VICI’s chief legal officer and leads the company’s corporate legal function. In her role, Ms. Gallagher has leadership responsibility for structuring of all corporate-level transactions (including mergers and acquisitions), all corporate governance matters, Securities and Exchange Commission, NYSE and gaming regulatory compliance, overseeing property-level and corporate acquisitions and dispositions, supervising litigation matters, as well as managing outside counsel. Since she joined the Company as General Counsel in May 2018, VICI Properties has closed approximately $7.1 billion of acquisitions/investments and raised approximately $4.2 billion of equity and $4.75 billion of debt in less than three years. Ms. Gallagher has nearly 20 years of M&A, capital markets, real estate and corporate law experience (including structuring corporate-level transactions, strategic investments and joint ventures, capital markets transactions, SEC/public company reporting and compliance, Board governance, enterprise risk management and mitigation, regulatory compliance and corporate governance). In particular, Ms. Gallagher has extensive experience representing REITs and other real estate companies and financial institutions.
Prior to joining VICI Properties, she served as Executive Vice President, General Counsel and Secretary at First Potomac Realty Trust (NYSE: FPO). In this role, Ms. Gallagher oversaw the negotiation and documentation pertaining to First Potomac Realty Trust’s merger with Government Properties Income Trust (NASDAQ: GOV), which was completed in October 2017.
Prior to joining First Potomac, Ms. Gallagher was a Partner at Arnold & Porter LLP, Bass, Berry & Sims plc, and Hogan Lovells US LLP. While in private practice, Ms. Gallagher focused on capital markets transactions (including public and private equity and debt offerings), mergers and acquisitions, strategic investments and joint ventures, as well as advising companies in a variety of corporate and securities law matters. Ms. Gallagher has represented issuers and underwriters in connection with initial public offerings, primary and secondary offerings, private placements, senior and subordinated debt financings and tender offers. She also regularly advised clients in a wide variety of strategic transactions, including mergers and acquisitions, divestitures, tender offers and joint ventures.
She served on the Board of Directors for Make-A-Wish® Mid-Atlantic, Inc. from 2013 – 2019. Ms. Gallagher received her Juris Doctor from Georgetown University Law Center, cum laude, and her Bachelor of Arts from Princeton University, summa cum laude.
Sabastian V. Niles is a Partner at Wachtell, Lipton, Rosen & Katz where he focuses on rapid response shareholder and stakeholder activism and preparedness, takeover defense and corporate governance; risk oversight, including as to ESG, cybersecurity and crisis situations; U.S. and cross-border mergers, acquisitions, buyouts, investments, divestitures and strategic partnerships; and other corporate and securities law matters and special situations.
Sabastian advises worldwide and across industries, including technology, financial institutions, media, energy and natural resources, healthcare and pharmaceuticals, construction and manufacturing, real estate/REITs and consumer goods and retail.
He has counseled boards of directors and management teams on self-assessments, engagement with institutional investors and proxy advisory firms and navigating activist situations involving Barry Rosenstein/JANA Partners, Bill Ackman/Pershing Square, Carl Icahn, Daniel Loeb/Third Point, David Einhorn/Greenlight Capital, Glenn Welling/Engaged Capital, Jeff Smith/Starboard Value, Jeffrey Ubben/ValueAct, Jonathan Litt/Land & Buildings, Keith Meister/Corvex, Mick McGuire/Marcato, Nelson Peltz/Trian, Scott Ferguson/Sachem Head, Paul Singer/Elliott Management, Relational Investors and Tom Sandell/Sandell Asset Management, among many others.
In addition to serving as Consulting Editor for the New York Stock Exchange’s Corporate Governance Guide, Sabastian writes frequently on corporate law matters and has been a featured speaker at corporate strategy and investor forums. His speaking engagements have addressed topics such as Shareholder Activism; The New Paradigm of Corporate Governance; Hostile Takeovers; Strategic Transactions and Governance; M&A Trends; Board-Shareholder Engagement; Confidentiality Agreements in M&A Transactions; Negotiating Strategic Alliances with U.S. Companies; Current Issues in Technology M&A; Corporate Governance: Ethics, Transparency and Accountability; and Developments in Cross-Border Deals.
Sabastian 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.
Zach Aarons has been working at the intersection of real estate and venture capital for the past decade. Zach is the most active early-stage PropTech investor in the United States, having funded over 60 startups in the space as an individual as well as 40 startups (and counting) through MetaProp NYC's venture capital funds. In addition to early-stage investing, Zach has worked on large scale mixed-use development projects in cities like Boston and Los Angeles with Millennium Partners. He has experience with real estate development, commercial asset management, property marketing, and commercial leasing.
Prior to joining Millennium and founding MetaProp NYC, Zach was a Senior Associate at ENIAC Ventures, a seed stage mobile technology fund and the founder of Travelgoat, an online and offline walking tour business. He began his career as an analyst at boutique investment bank Peter J. Solomon Company.
Outside of work, Zach currently serves on the Board of Trustees of The Tenement Museum. Zach is an Assistant Adjunct Professor at the Columbia Graduate School of Architecture, Planning and Preservation. He serves on the Technology Committee for the Real Estate Board of New York and the Technology and Real Estate Council for the Urban Land Institute. Previously, Zach was the Treasurer of the Board of Directors for The Lowline and Flamenco Vivo Carlota Santana. He graduated Magna Cum Laude with an A.B. from Brown University in Ancient Studies and earned an MBA from Columbia Business School.
Zach has been featured in dozens of international publications and media, including The Wall Street Journal, CNBC, The New York Times, The New Yorker, The Real Deal, Curbed, Commercial Observer, Propmodo, The Information, TechCrunch, Bisnow, Forbes, The Real Estate Weekly, Crain's, and Cheddar. He is a frequent speaker at global PropTech events including the Urban Land Institute, MIPIM, Realcomm, Argus Connect, SuperReturn International, and the Columbia/Goodwin Real Estate Capital Markets Conference.
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.
Scott Wilson is a principal in the firm’s Baltimore office and the Co-Leader of the Corporate and Securities Practice Group. Scott represents businesses and individuals in a wide array of corporate and securities matters. His practice includes advice to private and public companies regarding corporate governance, middle market mergers and acquisitions, the sale of securities, private fund formation, the preparation of partnership and operating agreements and the drafting and negotiation of complex commercial arrangements.
Scott regularly advises public and private companies on novel issues pertaining to Maryland corporate law and Maryland REIT law, including the surrounding legal duties owed by Maryland officers, directors and trustees attendant to strategic transactions and other significant decisions. In the foregoing capacity, Scott frequently serves as special Maryland counsel, counsel to special committees or counsel to event-driven demand committees of Maryland corporations.
Scott currently serves as the Chair of the Business Law Section of the Maryland State Bar Association and the Vice Chair of the Committee on Corporation Law of the section. In his capacity as the Vice Chair of the Committee on Corporation Law, Scott regularly offers testimony on behalf of the Committee and Section Council in the Maryland General Assembly on legislation impacting the Maryland General Corporation Law and Maryland businesses.
Prior to joining the corporate and securities practice group, Scott was a business litigator whose practice focused on, among other things, corporate governance litigation, and he now leverages his prior litigation experience to add value to his clients in the transactional setting.
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.
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.
Ted joined Morgan Stanley in 1995 and has 32 years of investment experience. He is the Head of Global Listed Real Assets Investing, global portfolio manager for the Global Real Estate Securities strategy and also the lead portfolio manager for the Global Infrastructure Securities strategy. Prior to joining the Firm in 1995, he was a Director at CS First Boston, where he worked for eight years in the real estate investment banking group. He established and managed the REIT effort at CS First Boston, and had primary responsibility for $2.5 billion of REIT initial public offerings. Ted also worked at Bain & Company as an Associate Consultant for two years. Ted received a B.A. from Brandeis University in Economics and an M.B.A. from Harvard Business School and studied at the London School of Economics. He was the 2011 recipient of the Industry Achievement Award from the National Association of Real Estate Investment Trusts, the leading REIT industry group, for his approach to securities research on listed real estate companies, which has been influential in making REITs a standard component of institutional real estate portfolios.