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Real Estate M&A and REIT Transactions 2013

 
Author(s): Adam O. Emmerich, J. Warren Gorrell Jr.
Practice Area: Banking, Corporate & Securities, Real Estate
Published: Jan 2013
ISBN: 9781402419188
PLI Item #: 42192
CHB Spine #: N607

Warren Gorrell is Co-CEO of Hogan Lovells and a partner in the Corporate group. He was the Chairman of Hogan & Hartson from January 2001 to May 2010. Warren is one of a handful of leaders of major law firms who maintains a substantial practice while managing the firm. Warren is active in virtually all corporate and financial areas on behalf of many public and private companies and financial institutions.

Warren's practice, which is primarily transactional, covers many different areas and industries. He advises publicly and privately held companies in all aspects of their businesses, including mergers and acquisitions (M&A), securities offerings (including IPOs), tender offers and exchange offers, joint ventures, and general business matters. For many years, a substantial part of Warren's practice has focused on the real estate and hospitality industry, where he has led several of the largest M&A transactions and IPOs in the industry. He was recognized by The American Lawyer in 1999 as a Dealmaker of the Year.

Warren has been named as one of the 100 most influential lawyers in America (The National Law Journal, 2006) and as one of 30 visionaries over the last 30 years in the Washington, D.C. legal community (Legal Times, 2008). Warren also is recognized as one of the leading M&A and corporate lawyers in the United States and Washington, D.C. by leading legal rating services (Chambers, Legal 500, Guide to the World’s Leading Lawyers, Best Lawyers in America, and Legal Times).

Warren is also active in community and philanthropic activities. He serves on the board of the University of Virginia Law School Foundation. He also is actively involved with several other colleges and universities in various ways, including providing scholarships for disadvantaged students. He serves on the board of Capital Partners for Education and was a founder of Nomadic Kenyan Children's Educational Fund (now Kenya Education Fund).

Warren grew up in Lexington, Kentucky. He graduated magna cum laude from Princeton University in 1976 with a degree in Economics. He received the Donald B. Lourie Award and was a three year letterman in football. He graduated from the University of Virginia Law School in 1979. He is a member of the bars of the District of Columbia and New York. He joined Hogan & Hartson in 1979, became a partner in 1986, served three terms on the firm's Executive Committee (1991-1993, 1995-1997, and 1999-2001), opened the firm's New York office (1998), and became Chairman of the firm in 2001.


REPRESENTATIVE EXPERIENCE

  • Representation of Equity Residential in its $16 billion acquisition of Archstone with AvalonBay; Archstone-Smith in its $22.2 billion acquisition by Tishman Speyer and Lehman Brothers; Trizec in its $8.9 billion acquisition by Brookfield and The Blackstone Group; Equity Office in its $7.2 billion stock-for-stock acquisition of Spieker; New Plan Excel in its $6.2 billion acquisition by Centro; CarrAmerica in its $5.6 billion acquisition by The Blackstone Group; Equity Office in its $5.2 billion stock-for-stock acquisition of Beacon; Equity Office in its $4.6 billion stock-for-stock acquisition of Cornerstone; Lehman Brothers/ING Clarion in their $2.8 billion acquisition of Gables; GE in its $2.2 billion acquisition of Trustreet; Trizec in its participation with GE in the $3.8 billion acquisition of Arden; and other M&A and going private transactions.

  • Representation of Host in its conversion to a REIT and concurrent $4 billion public and private acquisitions of hotel portfolios from The Blackstone Group and several Host sponsored partnerships.

  • Representation of the companies in the IPOs of Equity Office, Smith Residential, Douglas Emmett, Colony Financial, Colonial, U-Store-It, Paragon, Republic, and others.

  • Representation of the underwriters (Merrill Lynch, Goldman Sachs, Lehman Brothers, and others) in the IPOs of Empire State, CarrAmerica, Mills, Crescent, Arden, Dupont Fabros, Heritage, Extra Space, Post, and others.


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.