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Real Estate M&A and REIT Transactions 2013


Speaker(s): A. Adam Troso, Adam O. Emmerich, Alan Felder, Cristina Arumi, David Pauker, David W. Bonser, Eugene A. Pinover, Gil Menna, Glenn Rufrano, Guy A. Metcalfe, Jacqueline Marcus, James J. Hanks, Jr., James M. Barkley, Jodi J. Schwartz, John D. Rayis, Julian T. Kleindorfer, Lisa Beeson, Matthew J. Lustig, Michael E. McTiernan, Richard E. Fournier, Jr., Robin Panovka, Todd Eagle, Warren Gorrell, Jr.
Recorded on: Jan. 10, 2013
PLI Program #: 42195

Todd Eagle is a managing director in the Real Estate Department in the Investment Banking Division, where he advises public and private real estate and hotel companies on mergers and acquisitions and financing opportunities.

Todd joined Goldman Sachs in the Real Estate Department as a financial analyst in 1990. He worked in the department for three years and then attended business school. Upon graduation, Todd rejoined the Real Estate Department as an associate and after four years in New York, relocated to London, where he became a vice president and headed European Real Estate Investment Banking for four years.

Todd subsequently returned to New York to the Real Estate Department and worked for one year in the real estate CMBS joint venture between Investment Banking and Fixed Income. He left the firm in 2005 to pursue two real estate principal investment opportunities and rejoined in 2006 as a managing director in the Real Estate Department.

Todd is a member of the National Association of Real Estate Investment Trusts (NAREIT), the International Council of Shopping Centers (ICSC) and the Urban Land Institute (ULI).

Todd earned an MBA from the Harvard Graduate School of Business Administration in 1995 and an AB from Dartmouth College in 1990.


Adam Torso is a Client Executive in the Real Estate and Lodging Investment Banking group covering real estate companies, REITs, and financial sponsor clients including Vornado Realty Trust, Corporate Office Properties Trust, Liberty Property Trust and Kimco Realty Corp. Adam earned a BS in Business Administration with a concentration in Accounting from Boston University and an MBA from Columbia Business School.

Selected transactions:

  • EPN Group's sale of EDT Retail to a Blackstone/DDR joint venture for $1.4bn (2012)
  • Centro Property Group's sale of its US portfolio to Blackstone for $9.4bn (2011)
  • Hypo Real Estate Capital Corp. on its acquisition of Quadra Realty Trust $800mm (2008)
  • Republic Property Trust's sale to Liberty Property Trust for $850mm (2007)
  • Centro Property Group's acquisition of New Plan Excel for $6.2bn (2007)
  • Vornado Realty Trust's bid for Equity Office Properties for $35bn (2006)
  • Brandywine Realty Trust's acquisition of The Rubenstein Companies for $600mm (2004)
  • Ladder Capital, High Yield Bond, Joint Bookrunner (2012)
  • Equinix on its proposed REIT conversion (2012)
  • Stag Industrial Inc, IPO, Bookrunner $200mm (2011)
  • Republic Property Trust, IPO, Bookrunner $240mm (2005)


Eugene A. Pinover is a partner and Co-Chair of the Real Estate Department of Willkie Farr & Gallagher LLP in New York. Mr. Pinover specializes in representing domestic and foreign real estate companies and institutional clients in acquisitions, sales, restructuring and sophisticated financings and development projects throughout the United States. His practice also includes representing public real estate investment trusts, underwriters and investors in equity offerings and debt securitizations.

Chambers USA (2012) ranks Mr. Pinover as a leading individual in New York practicing in the area of Real Estate Law, and in Band 1 for Real Estate: Corporate. He was also named to the 2012 BTI Client Service All- Star Team, an elite group of attorneys recognized by leading corporate counsel for delivering superior client service.
 
BAR ADMISSIONS
Mr. Pinover is admitted to the Bar of the State of New York.

EDUCATION
Mr. Pinover received a J.D. (cum laude) from New York University School of Law in 1973 and a B.A. (cum laude) from Dartmouth College in 1969.


Lisa Beeson is a Managing Director and Head of Global Real Estate M&A at Barclays Capital. Ms. Beeson previously held the same position at Lehman Brothers. She joined Barclays Capital in September 2008 following the acquisition of Lehman Brothers' US Investment Banking operations. 

Prior to joining Lehman Brothers, Ms. Beeson was a Managing Director at Morgan Stanley and Wachovia Securities. 

Over her 25 years of investment banking, Ms. Beeson has worked on transactions with an aggregate value of $400 billion, including $150 billion in the lodging, gaming and real estate sectors. She has been the lead advisor on numerous real estate transactions including: Barclays sale of it's equity interest in Archstone to Lehman Brothers; Blackstone's acquisition of Centro Properties US assets, Brookfield's recapitalization of GGP;  Mubadala's investment in The Related Company;  Vornado's proposed acquisition of EOP; General Growth Properties' acquisition of Rouse; the merger of Lexington Corporate Properties Trust and Newkirk; the sale of Arden to General Electric; Weyerhaeuser's hostile acquisition of Willamette Industries; and the merger of Smithkline Beecham and Glaxo Industries.

Ms. Beeson received her BA in Economics and International Relations from the University of Pennsylvania.


Rich Fournier is an assurance partner in the Real Estate Group of the Boston office of PwC. He has over 27 years of experience in the real estate industry and specializes in working with public and private REITs, private real estate investment advisors and funds as well as hospitality firms and financial institutions. He has extensive experience in REIT initial public offerings, SEC reporting, real estate accounting issues, fair value accounting and reporting matters, transaction support and internal controls.

Rich graduated summa cum laude with a B.S. in Accounting from the University of Connecticut. He is a licensed certified public accountant in Connecticut, Massachusetts and New York. He is a member of the American Institute of Certified Public Accountants, the Massachusetts Society of Certified Public Accountants and the National Association of Real Estate Investment Trusts.


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.


James Barkley currently serves as General Counsel of Indianapolis-based Simon Property Group, Inc., an S&P 100 company and the largest retail real estate company in the world.  The Company currently owns or has an interest in approximately 230 retail real estate properties in North America, Europe and Asia.

Mr. Barkley received his B.S. degree from Indiana University in 1974 and was awarded a J.D. degree from the Robert H. McKinney of Law in 1977.  Mr. Barkley joined Simon in 1978 as a staff attorney and was named Assistant General Counsel in 1984.  In 1992 he was named General Counsel of Melvin Simon & Associates, Inc. and was appointed General Counsel and Secretary of Simon Property Group, Inc. at the time of its formation in 1993.

Mr. Barkley is a member of the Indianapolis and Indiana State Bar Associations and was elected in 1991 to the American College of Real Estate Lawyers.  Mr. Barkley previously served on the Board of Directors of the Indiana Chamber of Commerce and currently sits on the Robert H. McKinney School of Law Board of Visitors.  He is a frequent lecturer, speaker and panelist on legal issues as they relate to public real estate companies.

Mr. Barkley resides with his wife Cindy in Indianapolis, Indiana.


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.


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 Pauker has 25 years of experience as a turnaround manager and financial advisor in a broad array of industries and has played major roles in some of the largest-ever bankruptcies and restructurings. A Fellow of the American College of Bankruptcy, he has frequently been ranked among leading U.S. restructuring advisors.

David is a member of the Board of Directors of Lehman Brothers, which is responsible for overseeing the marshalling and distribution of assets in the largest bankruptcy in history. He was appointed to Lehman’s Board pursuant to its court-approved bankruptcy plan and is currently serving as its Chairman. David was previously Executive Managing Director of Goldin Associates, a leading restructuring advisory firm.

He was Chief Restructuring Officer of Refco, Inc., a multi-billion dollar financial services company that was one of the largest-ever U.S. bankruptcy filings. He managed Refco's global businesses, oversaw its many investments and obtained approval of a bankruptcy plan in less than a year. He has acted as CRO, CEO or COO in numerous additional bankruptcies or restructurings, including Young Broadcasting, Vlasic Foods/Swanson Frozen Foods, Pharmacy Fund, Grand Court Lifestyles, PSINet Consulting, Monarch Capital, First Interregional Advisors, ISM Advisors and Tuttle Papock.

David has been financial advisor, restructuring advisor or otherwise advised companies, official committees, lenders, shareholders, trustees and other parties in the bankruptcies or restructurings of Airborne, Bearing Point, Boston Generating, Carlton Cove, Coudert Brothers, Crystal Brands, Dewey & LeBoeuf, DiLorenzo Properties, District 65 UAW Retirement Trust, Drexel Burnham Lambert, Enzymatic Therapy, First Capital Holdings, Intermedia Communications (WorldCom), Granite Partners, International Equine, Lehman Brothers Inc., Loral Space and Communications, Magnatrax, Metromedia Fiber, National Amusements, NorthWestern, Point Blank, Primus Telecom, Qimonda, R.A.B. Holdings, Redding Life Care, River Ranch, Rockefeller Center Properties, Salerno Plastics, SeaSpecialties, SemGroup, Student Finance Corp., Taylor Bean & Whitaker, Thornburg Mortgage, Tribune Company, Trump City/Penn Yards, Trump Taj Mahal, United Merchants and Manufacturers and Wood River Capital Management.

David has been appointed by the United States Department of Justice or the United States Bankruptcy Court to act as trustee, examiner and mediator in Federal bankruptcy proceedings. In addition to his own appointments, he has assisted SEC receivers, bankruptcy trustees, examiners and outside directors in numerous investigations of public and private companies and investment funds. Before joining Goldin Associates, he was a senior aide to Harrison J. Goldin, then Comptroller of The City of New York. He is a graduate of Cornell University (1981) and the Columbia University School of Law (1984).


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.


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 D. Rayis represents clients on a wide range of tax matters, including complex partner- ship transactions, real estate investment trusts (REITs), debt offerings and restructurings, mergers and acquisitions, entertainment joint ventures and financings, Section 1031 like- kind exchanges, project financings, sale/leaseback transactions and tax-exempt financings. He advises clients on foreign investments in the United States involving the Foreign Invest- ment Real Property Tax Act (FIRPTA) and issues involving tax-exempt organizations.

Mr. Rayis is the tax adviser for various REITs, including the Anderson-Tully Company, one of the first timber REITs; Alexandria Real Estate Equities, Inc.; Apartment Investment and Management Company, Inc. (AIMCO); Menasha Forest Products Corporation; Newcastle Investment Corp.; Pinnacle Holdings Inc.; and Westfield America, Inc.

Mr. Rayis has represented both investment banks and corporations in various tax-free and taxable acquisitions, spin-offs and financings, including Health Net, Inc. Mr. Rayis advised Oakley, Inc., the well-known eyewear manufacturer, in its $230 million initial public offering.

Mr. Rayis represented the Commonwealth of Puerto Rico and the Puerto Rico Telephone Authority in obtaining an unprecedented private letter ruling that allowed the Telephone Authority to issue $744 million of revenue refunding bonds. He also has advised one of the first wind energy projects in the United States to qualify for a newly enacted tax credit, and has represented various clients with respect to buybacks of power sales agreements.

Mr. Rayis regularly provides tax advice relating to executive compensation and handles federal and state tax controversies. He is a frequent lecturer and panelist at conferences on tax matters.

Mr. Rayis repeatedly has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business in the Capital Markets: REITs category, in Chambers USA: America’s Leading Lawyers for Business as one of America’s leading REIT tax lawyers and in The Best Lawyers in America.

Education

LL.M., University of Michigan, 1980

J.D., Wayne State University, 1979 (cum laude)

B.S. and B.A., Michigan State University, 1977 (with honors)

Experience

Member, Advisory Board, Journal of Taxation of Corporate Transactions

Clinical  Assistant  Professor,  University of Southern California, School of Business  Administration  (1992)

Associations

Chairman, Corporate Tax Section, Los Angeles County Bar Association (1992-1993)

Bar Admissions

California

Illinois

Michigan


Julian Kleindorfer is global Co-chair of Latham & Watkins' REIT Industry Group. His practice focuses on corporate finance transactions, mergers and acquisitions, board counseling and general company representation. Mr. Kleindorfer brings particular expertise to transactions in the real estate, hospitality and gaming industries.


Matthew J. Lustig is 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 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).


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.


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

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

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

Areas of Practice

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

Experience

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

Most recently, he has represented:

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

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

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

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

Recognition

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

Credentials

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

Bar
Massachusetts
California
New York

Courts
U.S. Tax Court


Jacqueline Marcus has concentrated her practice in business reorganizations, securitizations and secured transactions since joining the Firm in 1982. She has represented both creditors and debtors in a wide variety of restructuring and bankruptcy matters.

Ms. Marcus has an active debtor practice and is one of the lead attorneys representing Lehman Brothers Holdings Inc. and its affiliates in its bankruptcy proceedings. She was one of the lead attorneys representing Extended Stay Inc. and its affiliates in its chapter 11 restructuring. Ms. Marcus also played a key role representing creditors in the chapter 11 cases of Black Diamond Mining Company, Tropicana Entertainment LLC, Epic Resorts, LLC and Food Barn Stores, Inc., as well as in many out-of-court restructurings. She works closely with members of Weil's Structured Finance practice.

In October 2010, Ms. Marcus was featured as AmLaw Daily’s “Dealmaker of the Week” for her representation of Extended Stay. Ms. Marcus is highly ranked in the field of Bankruptcy/Restructuring by Chambers USA. Ms. Marcus has contributed to publications and seminar materials on various restructuring topics.

Education

New York University (J.D., 1982)
University of Pennsylvania (B.A., 1979)


Robin Panovka co-heads Wachtell Lipton’s leading Real Estate and REIT M&A Groups. He focuses principally on M&A and strategic transactions across the real estate, REIT, hospitality, gaming and retail sectors, and also advises on general cross-border M&A and large-scale projects such as the redevelopment of the World Trade Center in Manhattan.

Robin has been named one of the Lawdragon 500 Leading Lawyers in the U.S., and is consistently ranked as one of the leading REIT and real estate M&A lawyers by Chambers, Legal 500, Who's Who Legal and similar publications. He has been featured in a number of publications for his leadership in real estate and M&A, including as an American Lawyer “Dealmaker" and is a recipient of NYU's 2015 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 and papers 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 speaks frequently on topics in his fields, including chairing 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.