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Real Estate M&A and REIT Transactions 2021


Speaker(s): Adam O. Emmerich, Alexander Park, Aneliya S. Crawford, Bartholomew A. Sheehan, III, Benjamin R. Weber, Brian M. Stadler, Christopher Green, Cristina Arumi, David W. Bonser, Edward S. Nekritz, James J. Hanks, Jr., Jeffrey D. Horowitz, John T. Haggerty, Julanne Allen, Julian T. Kleindorfer, Kathleen Werner, Kendal A. Sibley, Lauren Goldberg, Matthew J. Lustig, Michael Bilerman, Michael J. Graziano, Ronald M. Sanders, Sabastian V. Niles, Samantha Sacks Gallagher, Seth Weintrob, Sherry Rexroad
Recorded on: Jan. 12, 2021
PLI Program #: 304964

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

  • BTI Consulting Group (2016) – recognized as a law firm Client Service All-Star
  • Chambers USA (2019, 2020) – recognized in REITs Law
  • New York Super Lawyers (2007-2020) – recognized as a Super Lawyer in Real Estate Law
  • The Best Lawyers in America (2013-2019) – recognized in Real Estate Law and Mergers & Acquisitions Law
  • The Legal 500 United States (2014, 2017, 2018) – recognized in Real Estate Law

Education

  • University of Minnesota Law School, J.D. 1990
  • University of Minnesota, B.S. 1986

Clerkships

The Honorable John R. Gibson, United States Court of Appeals, Eighth Circuit, 1990-1991


Ms. Aneliya Crawford is a Managing Director in the Mergers & Acquisitions Group of UBS Investment Bank and co-leads UBS's activist defense efforts globally. Prior to joining UBS Investment Bank, Aneliya was a Partner in the shareholder activism practice at Schulte Roth & Zabel. 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., Representative contests include Trian's successful campaign at Procter & Gamble, the largest proxy contest to date; 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 advisor to Elliott Management with regard to a campaign at NXP.


Adam practices in the corporate department of Wachtell Lipton, focusing 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 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 the field of Mergers and Acquisitions in Chambers and Partners, and an expert in each of M&A, Corporate Governance and M&A in the real estate field by Who’s Who Legal, which has named him among the WWL Thought Leaders: Global Elite 2020 and also as Lawyer of the Year in M&A for 2019.  Adam is also recognized as an expert both in M&A and in Corporate Governance by Euromoney Institutional Investor’s Expert Guides and a highly regarded leading lawyer by IFLR 1000.  Adam was named one of Hollywood’s Top 20 Dealmakers of 2017 by The Hollywood Reporter and has also been profiled together with Robin Panovka by Lawdragon for their work in our REIT and real estate M&A practice.

After serving as a law clerk to the Hon. Abner J. Mikva of the United States Court of Appeals for the District of Columbia Circuit, Emmerich joined the firm in 1986 and was named partner in 1991.  He attended Swarthmore College and the University of Chicago, from which he earned a JD with honors.  While at the University of Chicago, Emmerich 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.

Adam is co-chair of the International Institute for the Study of Cross-Border M&A (XBMA), co-chair of the advisory board of New York University’s NYU SPS Schack Institute of Real Estate REIT Center, 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 the American Friends of Rambam Medical Center (of which he was president for more than a decade) and the American Friends of the Israel Museum, and as president of the Friends of the Israel Antiquities Authority. He was previously a member of the board of the Lawyers Alliance for New York, the Visiting Committee of The University of Chicago Law School, The Ramaz School and co-chair of the Young Lawyers Division of the UJA-Federation in New York.

Adam lives with his wife in Manhattan, where they raised their two daughters and son.


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.

SERVICES

  • Business Transactions Involving Financial Institutions
  • Capital Markets
  • Debt Financing
  • Investment Funds
  • SEC Disclosure

INDUSTRIES

  • Financial Services


Christopher Green is a corporate finance attorney with a focus on capital markets and other corporate transactions involving REITs, real estate funds and specialty finance vehicles.

Chris has more than 18 years of experience advising corporate issuers, funds, sponsors, boards of directors and investment banks on public and private offerings of equity and debt securities, joint ventures, mergers and acquisitions and other complex commercial transactions, including pre-IPO formation transactions. In addition, Chris provides ongoing general corporate counsel on such matters as corporate and securities law compliance, corporate governance and board fiduciary duties.

He is part of a larger REIT and real estate capital markets team at V&E that focuses on the sector, allowing the firm to provide clients with both legal and deep industry knowledge. Chris leverages this knowledge to produce pragmatic and commercial solutions for his clients.

His work has been recognized by Chambers USA where observers noted he is “an excellent REIT corporate lawyer,” as well as “a very strong advocate for his clients.” (2021).

 


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.


Ed Nekritz serves as chief legal officer and general counsel for Prologis. He oversees the provision of all legal services for Prologis on a worldwide basis. He is also responsible for Prologis' strategic capital and investment services groups. Furthermore, he leads Prologis' risk management and ESG departments. Mr. Nekritz focuses significant efforts on Prologis' strategic initiatives, including mergers & acquisitions, global investment funds and portfolio transactions. He also serves as the secretary to the Prologis board of directors.

Mr. Nekritz joined Prologis as a vice president in 1995. Previously, he was with the international law firm of Mayer, Brown & Platt (now Mayer Brown), where he practiced real estate and corporate law from 1990 to 1995.

Mr. Nekritz serves on the Junior Achievement Rocky Mountain Board of Directors and Executive Committee and the Staenberg-Loup Jewish Community Center Denver Board of Directors. Mr. Nekritz received his J.D. from the University of Chicago Law School and his Bachelor of Arts, with honors, from Harvard College.


JAMES J. HANKS, JR. is a partner with the 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.

 


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:

  • TIER REIT in its combination with Cousins Properties to form a $7.8 billion combined company
  • DCT Industrial Trust in its $8.4 billion sale to Prologis
  • EPR Properties in its $830 million acquisition of CNL Lifestyles, Inc.
  • Rockwood in its $620.8 million interest sale of Mill Creek Residential Trust
  • 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

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.


Julanne Allen is a principal in the Washington National office of PricewaterhouseCoopers, LLP, and in that role she advises real estate investment trusts  and brings her unique perspective from her time at the Internal Revenue Service  to help REITs navigate the complicated myriad of rules that they are required to follow.

Julanne began her career working at a large international law firm where she advised clients on a myriad of tax issues relating to formation and operation of REITs and real estate funds, individual and corporate income, cross-border transactions, securitization vehicles and financial instruments.  After several years advising clients on tax matters, she entered the public sector where she brought her practical knowledge and business understanding to the IRS’s Office of Chief Counsel. 

While at the IRS, she drafted, reviewed and commented on nearly every REIT issue addressed in published guidance, private letter rulings or taxpayer conferences.  She co-drafted the regulation defining real property for REIT qualification purposes as well as many seminal private letter rules addressing REIT tax and compliance issues.  Specifically, Julanne signed private letter rulings addressing the REIT qualification of income from fiber optic cable networks, DAS systems, pipelines, and solar panels among other private letter rulings addressing REIT qualification. After many years working in the public sector, she joined PwC where she synthesizes her experience representing and advising clients with her unique understanding of the IRS’s outlook.  At PwC, Julanne has advised dozens of public and private REITs on novel tax issues and REIT requirements. She also has successfully represented REIT’s in obtaining private letter rulings on a variety of tax issues. 

Julanne has a Masters of Laws in Taxation from New York University School of Law, graduated from the Catholic University of America School of Law, magna cum laude, and received her B.B.A. and B.A. from the College of William and Mary. 


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 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.


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.


Mr. Sanders is the Executive Vice President and Chief Legal Officer and Secretary of Colony Capital, 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 Capital.

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.


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, regulatory compliance (including SEC, NYSE and gaming regulatory matters), overseeing property-level acquisitions and dispositions, supervising litigation matters, as well as managing outside counsel. Since she joined the Company in May 2018, VICI Properties has signed approximately $28.3 billion of acquisitions/investments and raised approximately $9.6 billion of equity and $5.35 billion of debt in less than four years. In particular, Ms. Gallagher oversaw the negotiation and documentation of the Company’s recently announced $17.2 strategic acquisition of MGM Growth Properties LLC, which is scheduled to close in the first half of 2022. Ms. Gallagher has over 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.


Seth is a Managing Director of Morgan Stanley and Global Head of Real Estate Investment Banking, based in New York.

Seth joined the Firm in 1996 as an Analyst in the Real Estate Group in Investment Banking in New York, and also briefly spent time in Hong Kong in M&A.  Seth was named Associate in 1999, Vice President in 2003, Executive Director in 2005, Managing Director in 2007 and served as Head of North American Real Estate Investment Banking prior to his current role. Seth has worked on over 150 strategic M&A and capital markets transactions totaling well over $400 billion in value.

Seth earned an A.B. in Economics Cum Laude from Harvard College in 1996.

Seth is a member of NAREIT, ULI and RER.

Seth currently resides in New York, NY, with his wife Tracy and their 3 children.


Alex Park is a partner in the Washington, D.C. office of Alston & Bird. For more than 20 years, Alex has advised public and private companies and virtually all Wall Street investment banks on corporate, securities, M&A, capital markets, venture capital/early-stage, spin-off, reorganization, and partnership transactions, with particular focus on advising REITs, hospitality/lodging/timeshare companies, commercial real estate companies, technology-focused companies, governmental contractors, and IT companies. He has served as counsel to more than 30 publicly traded REITs and hospitality, lodging, timeshare, technology, and related companies, as well as all major investment banks, in connection with more than 100 public and private capital market transactions. He also regularly advises public companies and boards on various securities law and governance matters, including financial restatements, internal investigations, special committees, and other unique situations. Prior to joining Alston & Bird, he was a partner in the DC offices of two international firms.

In 2018, Alex received NYU School of Law’s inaugural Grunin Prize for Law and Social Entrepreneurship for development of a new equity investment structure.


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.


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.


Sabastian V. Niles is a Partner at Wachtell, Lipton, Rosen & Katz where he focuses on rapid response shareholder and stakeholder activism, proxy fights 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.

Sabastian has been recognized repeatedly by Chambers USA as one of the highest-ranked Corporate/M&A Takeover Defense attorneys (with clients noting: “His care of the company is extraordinary”), by Lawdragon as a leading U.S. dealmaker and as a BTI Client Service All-Star.

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 Paul Singer/Jesse Cohn/Jeff Rosenbaum/Elliott Management, Jeff Smith/Peter Feld/Starboard Value, Bill Ackman/Pershing Square, Barry Rosenstein/JANA Partners, Carl Icahn, Daniel Loeb/Third Point, Scott Ferguson/Sachem Head, Arnaud Ajdler/Engine Capital, David Einhorn/Greenlight Capital, Glenn Welling/Engaged Capital, Jeffrey Ubben/Mason Morfit/ValueAct, Jonathan Litt/Land & Buildings, Keith Meister/Corvex, Mick McGuire/Marcato, Nelson Peltz/Ed Garden/Trian, 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 and guest lecturer at leading law and business schools.  His speaking engagements have addressed topics such as EESG, Corporate Purpose and Stakeholder Governance; M&A Trends; Shareholder Activism; The New Paradigm of Corporate Governance; Hostile Takeovers; Strategic Transactions and Governance; 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 is a director of the non-profit organization Literacy Partners and of the Harvard Law School Association of New York City. He received his juris doctorate from Harvard Law School, where he co-founded the Harvard Association of Law and Business 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.


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.