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Hotels 2015: Law and Practice


Speaker(s): Andrea M. Mattei, Cecilia T. Gordon, David Freed, Jason Nick, Karrie L. Dowd, Kathy Memenza, Kimberly A. Wachen, Lynne A. Messina, Michael F. Sfregola, Nelson F. Migdal, Patricia McGowan, Patrick Foley, Rick S. Kirkbride, Scott D. Berman, Steen Petri, Suzanne Hall, Suzanne M. Amaducci-Adams, Teresa K. Goebel, Thayer Thompson, Thomas F. Kaufman, W. David Mann
Recorded on: Sep. 9, 2015
PLI Program #: 57168

Nelson F. Migdal, a shareholder and Co-Chair of the firm’s Hospitality Practice has been named to the Law 360 2015 Hospitality editorial advisory board. Based in the firm’s Washington D.C. office, Migdal focuses his practice on hotel acquisitions, operations, development and finance, large mixed-use projects, hotel management agreements, licensing agreements, commercial real estate acquisition and sale, and commercial leasing. Nelson is the President of the Academy of Hospitality Industry Attorneys, a Member of the International Society of Hospitality Consultants, a Member of the Board of Governors of the Boutique and Lifestyle Lodging Association and a Member of the Adjunct Faculty of the Washington College of Law of American University where he teaches Hotel Law.  Nelson Migdal, authored the textbook, Hotel Law, Transactions, Management and Franchising, a practical guide to the issues that face lawyers and industry leaders working in the hospitality field. Routledge, the world’s leading academic publisher in the Humanities and Social Sciences, published the book, released on May 22.


David Freed is a partner in the New York office of Hunton & Williams LLP. Since its establishment more than a century ago, Hunton & Williams has grown to 800 lawyers serving clients from 19 offices worldwide. Mr. Freed’s practice focuses on the representation of issuers and underwriters, placement agents and initial purchasers in public and private equity and debt offerings of all kinds in a broad array of industries, with a particular focus in the real estate and specialty finance industries where he has represented equity and mortgage real estate investment trusts (REITs), leading national and international investment banks and a variety of other real estate-related businesses and specialty finance companies. His practice also includes providing general corporate, securities and corporate governance advice to public company clients.

Mr. Freed is a member of the firm’s Real Estate Capital Markets practice that has handled over 750 capital markets transactions for more than 180 public and private real estate companies, including more than 135 initial public offerings and Rule 144A equity transactions. The practice regularly receives top tier national rankings for its work as both issuer's and underwriter's counsel in The American Lawyer, Thomson Reuters, Chambers USA and The Legal 500.

Mr. Freed received his undergraduate degree from the University of Virginia and his Juris Doctor degree from Washington and Lee University School of Law.


Kathy Memenza is SVP of information protection and enterprise security for Marriott International Inc. and has more than 25 years of information technology industry experience. In her current role, Memenza is accountable for establishing and managing...

Kathy Memenza is SVP of information protection and enterprise security for Marriott International Inc. and has more than 25 years of information technology industry experience. In her current role, Memenza is accountable for establishing and managing Marriott’s global security and privacy risk management program. She is also responsible for managing a cross-functional team leveraging a flexible framework to address the ever-changing global regulatory and cyber threat landscapes.

Memenza possesses in-depth experience in developing scalable solutions, with a proven ability to solve business challenges through innovative solutions while managing costs and risks. Under Memenza’s leadership, Marriott’s technology and security teams have applied for multiple patents for innovations and have been honored by Computerworld, CIO and InformationWeek for its security-related efforts and applications. In 2006, Memenza was named Mid-Atlantic Information Security Executive of the Year by Executive Alliance.

In her previous roles, Memenza was responsible for the strategy, architecture, engineering and management of reliable, scalable, and cost effective infrastructure technology services. Memenza also led Marriott’s information resources shared services project management office and acted as a liaison between Marriott’s technology organization and Marriott’s hotels, above-property locations and worldwide reservations centers.


Kimberly Wachen is the chair of Arent Fox’s Hospitality Industry Group.  She handles a wide variety of real estate, financing and corporate transactions for hospitality clients, locally and nationally.  Her experience includes both portfolio and single-asset transactions in connection with the acquisition and sale of properties and loans secured by properties and/or the equity interests in their owners. Kimberly has closed transactions for real estate properties in over 35 states.

Notably, she has represented Marriott, Capstone Development (hotel owner), Revolution (hotel owner), Legacy Hotel Group (hotel owner), the Salvation Army (hotel owner) and both borrowers and lenders on hospitality matters.  Kimberly has been recognized as one of the top real estate lawyers in the country by Chambers USA, Legal 500, Super Lawyers, The National Law Journal, and Real Estate Forum.  She has also been recognized as the “Leading Real Estate Lawyer” in Washington, DC by Legal Times.  Kimberly is a frequent speaker on hospitality and real estate topics for organizations including Georgetown Law School (Georgetown Hotel and Lodging Legal Summit), American University Law School (Hospitality and Tourism Law Summer Program), NYU Hospitality Conference, and Bisnow.

Kimberly received her JD from the University of Pennsylvania Law School and her AB from Duke University. A Certified Public Accountant, she is a member of Commercial Real Estate Women (CREW).


Pat Foley
Director, Governance, Risk and Controls; Starwood Hotels and Resorts Worldwide

Pat leads the global governance program to reduce all Corporate and Property technology and sensitive data risk by driving adoption of security policies, standards, controls, solutions and regulatory obligations. He ensures technology, business and governance staff at a dozen corporate and four division sites, as well as 1200 hotels in more than 100 countries produce compliance evidence to applicable regulations and internal requirements to minimize audit findings and cost/burden/risk of remediation activities. Pat leads integration of risk, threat, vulnerability, architecture, operational and audit teams for the analysis, tracking and reporting of security compliance violations to timely detection of compromised systems, processes and data and provides proactive risk assessments on areas of high risk and vendor oversight to reduce the risk profile.

Pat joined Starwood in 2006 and has started their application security, risk assessment, compliance, PCI, franchise security governance and risk programs and has recently launched the centralized Identity and Access Management initiative.


Practice Focus

Real Estate

Education

University of Miami, J.D., cum laude, 1993

Vanderbilt University, B.A., cum laude, 1990

Overview

Suzanne Amaducci-Adams has extensive experience handling all aspects of commercial real estate and finance. She is particularly active in acquisitions, finance and development of hotels, marinas and mixed-use projects. Suzanne negotiates build-to-suit, commercial and specialty leases on behalf of landlords and tenants in hotels, restaurants, mixed-use projects and Class A buildings, including single transactions in excess of 200,000 square feet. Suzanne has also restructured more than $4 billion of debt secured by hotels during the recession.

Suzanne is an active member of the Orange Bowl Committee and Commercial Real Estate Women (CREW), and was the Co-Chair of the national CREW Network Convention and Marketplace which was held in Miami in 2014. She served on the Board of Directors of CREW Miami for over 6 years and is a past-President of the organization. Suzanne is currently the Chair of Membership Services for the Orange Bowl Committee and has a leadership position on the Hospitality Committee. Suzanne is also a member of the Board of Directors of the Greater Miami and the Beaches Hotel Association and the Coral Reef Yacht Club.

Suzanne has been consistently recognized by legal publications including Chambers USA, The Best Lawyers in America, Florida Super Lawyers and South Florida Legal Guide. In 2010, she was named one of the top 10 "Outstanding Women in Real Estate" by National Real Estate Investor, and in 2011 and 2013 was featured as a "Heavy Hitter in Commercial Real Estate" by the South Florida Business Journal. In 2014, Suzanne was listed as one of South Florida Business Journal's "Power Leaders in Commercial Real Estate."

Suzanne leads the firm's Hospitality Group and is an adjunct professor at the University of Miami School of Law, L.L.M. Graduate Program in Real Property Development where she teaches Hospitality Law.


Teresa Goebel is a partner in the San Francisco office of Goodwin Procter LLP.  She is in the firm’s Business Law Department and a member of the Real Estate Group.  Her practice encompasses a broad range of commercial real estate matters, including hotel transactions, joint ventures, financings and real property sales and acquisitions.  She joined Goodwin in 2008.

Experience

Ms. Goebel represents many of the world’s leading hotel companies.  She focuses particularly on the acquisition, development, financing, management and sale of hotel, resort and fractional ownership properties.  She regularly negotiates, structures and documents management agreements and equity and debt investments for hotels, resorts and other mixed use hospitality projects throughout the world, in locations ranging from New York City to Paris to Macau.  Ms. Goebel also has significant experience representing lenders and borrowers in financings of various classes of commercial real estate assets located throughout the United States.

Professional Activities

Ms. Goebel served on the Program Planning Committee for the Americas Lodging Investment Summit (ALIS), the leading hotel conference in the United States, for three years.  Ms. Goebel is a member of the American Bar Association, State Bar of California and State Bar of New York.

Recognition

Ms. Goebel has been selected for inclusion in Chambers USA:  America’s Leading Lawyers for Business as a leading lawyer in the hospitality area in the United States.  Ms. Goebel was selected by the Daily Journal for its “Top Women Lawyers” feature in 2014, which honors women attorneys for their significant achievements in various practices across the legal industry.

Education

  • J.D., 1999, The University of Chicago Law School (high honors, Order of the Coif)
  • A.B., 1994, Brown University (magna cum laude, Phi Beta Kappa)

Clerkships

  • 1999 to 2000 U.S. Court of Appeals for the District of Columbia Circuit, Honorable David S. Tatel


Steen is a seasoned hospitality professional with over $2.5B of hotel real estate capital transaction experience.

At HEI, Steen is responsible for all aspect of transaction underwriting, financing, contract negotiations, due diligence and deal execution. He is instrumental in the firm’s deal sourcing for acquisition and 3rd party management agreements through an extensive network of brokers, institutional investors and other stakeholders.

Steen joined HEI in 2008 from the Waterford Hotel Group, where he was Director of Acquisitions & Development with responsibilities including land acquisition sourcing, securing entitlements and underwriting for ground-up hotel development projects and capital transactions. Formerly, he spent over 10 years in hospitality operations, leading various management teams at assets including W Hotel Union Square NYC, The Lotos Club in NYC and the Hotel Jerome in Aspen, CO. 

Education and Affiliations

MS, Hotel Development & Asset Management, NYU Tisch Center, NYC
BA, Hotel & Restaurant Management, University of New Haven, CT
Current President of NYU SPS Tisch Center Alumni Society

Born and raised in Copenhagen, Denmark, Steen currently lives in Fairfield Connecticut with his wife and two children.


Education
Harvard University, B.A., 1997, magna cum laude New York University School of Law, J.D., 2000

Overview
Hotel and recreational acquisition, management and financing, as well as joint ventures representing institutions and foreign investors, and construction-related matters are top of mind when clients contact Cecilia Gordon. A Director in the Real Estate group and Co-Chair of the firm's Hospitality & Recreation industry group, Cecilia has a broad-based practice representing real estate owners and operators.

Representative Experience

  • Representation of John Hancock Life Insurance Company on the sale of the John Hancock Conference Center and Hotel.
  • Representation of Pyramid Hotel Group in connection with proposed public offering of Pyramid Hotels & Resorts, Inc.
  • Representation of CrossHarbor Capital Partners LLC in resort management and development agreements for the reorganized Yellowstone Club in Montana.
  • Representation of institutional and family-owned hotel owners in connection with hotel franchise agreements with Marriott, Hilton, Starwood, IHG and Radisson throughout the U.S.
  • Representation of Pyramid Hotel Opportunity Venture in the acquisition of an 8-hotel portfolio from Thayer Lodging Group and the acquisition of a 5-hotel portfolio from CNL, and related hotel management agreements and franchise agreements.
  • Representation of Fairmont Hotels & Resorts in connection with hotel management agreement for the Fairmont Battery Wharf Hotel, Boston.
  • Representation of Manulife Financial in a joint venture to develop an office building in Georgia.
  • Representation of a Netherlands-based independent real estate company in joint ventures for real estate developments in Atlanta, North Carolina and Boston.
  • Representation of a hotel management company and a retail developer in construction contracts and related agreements.
  • Representation of John Hancock Financial Services on the sale of the Hancock Tower and related buildings to Beacon Capital Partners and the subsequent purchase of the Brown and Berkeley Buildings.

Professional and Community Involvement

  • Member, International Society of Hospitality Consultants

Awards and Recognition

  • "America's Leading Business Lawyers," Chambers USA 2015-2016
  • Massachusetts Super Lawyers Rising Stars, 2006 - 2007


Jason Nick joined LNR Partners in 2003 and currently heads the hotel asset management team within the Asset Services Group. Jason oversees all hospitality related matters for LNR which includes underwriting and credit analysis of loans collateralized by hotels, asset management of Specially Serviced loans including the oversight and disposition of hotel REO. Prior to joining LNR, Mr. Nick  worked in Deutsche Bank's Real Estate Investment Banking division and focused on a variety of transactions related to Gaming, Lodging and Leisure. Mr. Nick received a Bachelor of Science degree with a concentration in Real Estate and Finance from Cornell University's School of Hotel Administration in 2000.


Karrie Dowd is Senior Counsel with Hyatt Hotels Corporation.  Karrie has extensive experience in Hotel acquisitions and dispositions, joint ventures, financings, the negotiation of development agreements, management agreements, and franchise agreements, Hotel renovations and construction projects, and hotel transitions and other operational matters.  Her internal clients include developers, asset management (real estate and management agreement assets), finance, treasury, and hotel operations.  Prior to joining Hyatt, Karrie was a senior real estate associate with Baker & McKenzie, primarily handling hospitality transactions.


Lynne Messina is Vice President and General Counsel of Highgate Hotels, L.P.

Highgate and its affiliates have a 20-year history of success in hotel investment, management and redevelopment. Currently Highgate manages 44 hotels representing more than 18,000 hotel rooms under direct management, including properties in which Highgate’s affiliates have an equity interest. In New York City, Highgate owns and/or manages 20 hotels, representing almost 10,000 rooms or approximately 10% of the market inventory.

Ms. Messina has overseen Highgate’s legal affairs since 2003. Prior to joining Highgate, she was an associate with Hughes & Luce in Dallas (which has since merged with K&L Gates LLP). She has bachelor’s and law degrees from the University of Texas at Austin.


Patricia McGowan is a partner with the 600-lawyer firm of Venable LLP, with offices in Baltimore, Los Angeles, New York, San Francisco and Washington, D.C.  Her practice focuses on a wide range of corporate law matters, including corporate governance, securities transactions, corporate finance and mergers and acquisitions, with a particular focus on Maryland corporation law as it relates to real estate investment trusts (REITs), financial institutions and healthcare companies.  Approximately 80% of all publicly traded REITs are formed under Maryland law and Ms. McGowan and her colleagues advise over one half of this group, as well as privately-held REITs and other entities, on matters of Maryland law.

Ms. McGowan has served as Maryland counsel in more than two dozen initial public offerings, including 5 hospitality REITs, as well as multiple follow-on and at-the-market offerings.  She has acted as Maryland counsel to a publicly-traded hotel management corporation in its divestiture of 28 hotels in an approximately $4.2 billion transaction and has advised the special committees of several companies in their consideration and negotiation of strategic alternatives. In addition, she has served as Maryland counsel in the spin-offs of two publicly-traded REITs and in several publicly-traded REIT mergers.

Ms. McGowan served as Past Chair of the Business Law Section of the Maryland State Bar Association and as Past Chair of its Committee on Corporation Law and is a member of the American Bar Association, Business Law Section and the Maryland State Bar Association, Business Law Section.  She received her undergraduate degree from the Johns Hopkins University and her Juris Doctor degree, with honors, from the University of Maryland School of Law.


Rick Kirkbride represents real estate development companies, institutional lenders, investment banks, opportunity funds, and other capital providers, owners and operators. His practice encompasses the development, acquisition, sale, finance, leasing, operation, licensing, roll-up, foreclosure, workout, and restructuring of hotels, condo-hotels, resorts, branded condominiums, private residence clubs and timeshare projects, spas, restaurants, casinos, golf courses, tennis stadiums, theme parks, and other hospitality based entertainment properties and businesses in North America, Latin America, the Caribbean, Europe, Asia, and the Middle East. Mr. Kirkbride is an Adjunct Professor at Columbia University, School of Architecture, Planning and Preservation.  He has been repeatedly named one of only three lawyers within “Band 1” of the list of “Leaders in their Field” for the leisure and hospitality category in Chambers USA and also has been repeatedly named by the Los Angeles Daily Journal and San Francisco Daily Journal as one of the Top 100 Lawyers in the State of California. He is a member of ULI and is immediate past Chair (and currently Vice Chair at Large) of its Hotel Development Council. He also is on the Hospitality Editorial Board of Law 360 and is a former member of the International Society of Hospitality Consultants. He speaks on various hospitality topics at seminars and conferences throughout the world. He was the founder and chair of the UCLA Real Estate Finance and Restaurant Conference.


Scott D. Berman is a Principal and the Industry Leader for the Hospitality & Leisure subsector at PwC, leading the firm’s industry program focused on client service, industry perspective and research. Mr. Berman has over 30 years of diversified experience in the areas of commercial and financial diligence, market and business strategy and subject matter expert advisory within the hospitality, tourism and leisure sectors. In his 24 years at PwC, he has provided consulting services in over 40 countries across the Firm’s network and in all 50 States.  Prior to joining PwC, Scott was the Director of Development for Hilton International where he was responsible for brand development and acquisition of existing properties in the United States, Canada, Mexico, Latin America and the Caribbean.

Scott is an active member of the Urban Land Institute Hotel Development Council (HDC) and its former Chair; a member of the Advisory Board of the Cornell University Center for Hospitality Research; Chairman of the Industry Relations Committee for the Greater Miami and the Beaches Hotel Association; Trustee of the American Resort Development Association; and, a member of the International Society of Hospitality Consultants. He sits on the planning and steering committees of both the NYU Hospitality Investment Conference and the Americas Lodging Investment Summit (ALIS).  He has appeared on CNN and CNBC as an industry expert and is frequently quoted on hospitality issues in The Wall Street Journal, USA Today, The New York Times, Forbes and a variety of industry publications. He has recently written several academic journal articles for both the Cornell Quarterly and the Center for Hospitality Research.

Scott holds a degree in Hotel Administration from Cornell University.


Thayer Thompson is the Assistant General Counsel for Virgin Management USA,  Inc., the corporate development and investment management division of the Virgin Group in the United States. He advises Virgin on its U.S. business interests.  He is also the Acting General Counsel of Virgin Hotels.   Prior to joining Virgin, Thayer was a senior associate in the Corporate Department of Frankfurt Kurnit Klein & Selz, PC and an associate in the New York office of Gibson, Dunn & Crutcher. Thayer is a graduate of Duke University (BA, 1996), where he was a member of the Duke University Swim Team, and the University of Minnesota Law School (JD, magna cum laude, 1999).


THOMAS F. KAUFMAN is a partner in the Washington, DC office of Goulston & Storrs PC.  Mr. Kaufman is admitted to practice law in Virginia, Maryland, the District of Columbia and New York.  Mr. Kaufman’s practice focuses on all forms of finance and acquisitions relating to assets and real estate, with a particular emphasis on hospitality and interval ownership, but  including the capital markets, real estate investment trusts, workouts and restructurings, private investment funds, asset acquisitions, leveraged leases, mezzanine loans, and joint ventures.  Mr. Kaufman has substantial expertise with leases to the federal government and financing those projects with Rule 144A and Reg D offerings.  A graduate of Georgetown University Law Center, Mr. Kaufman has taught there continuously as an adjunct professor since 1985.  He clerked for Judge Harry Phillips of the United States Court of Appeals for the Sixth Circuit.  In 2001 Mr. Kaufman received an MBA with honors from The Wharton School of the University of Pennsylvania, where his favorite courses were Mathematical Modeling of Securities and Security Analysis.  He has written numerous articles and does guest lectures for several organizations including, The Wharton School of the University of Pennsylvania, and Georgetown University and George Washington University Schools of Business.  In the Spring of 2015 he is teaching a course at Georgetown University Law Center --  Introduction to Capital Markets.  Mr. Kaufman is the co-chair of the ALI continuing program on Commercial Real Estate Defaults, Workouts and Reorganizations, a frequent American Law Institute and International Conference of Shopping Centers speaker and the immediate past President of the American College of Real Estate Lawyers.


W. David Mann serves as Senior Vice President and Associate General Counsel of Marriott International, Inc. in Bethesda, Maryland.

Mr. Mann leads the Americas Transactions and Corporate Affairs group, which is responsible for North American hotel development, global mergers and acquisitions, project finance, SEC reporting, the office of the corporate secretary and corporate governance.  He served as Deputy General Counsel and Corporate Secretary of The Ritz-Carlton Hotel Company, L.L.C. (a subsidiary of Marriott International, Inc.) from May 2001 to January 2007.

Prior to joining Marriott in 1995, Mr. Mann was an associate in the corporate section of Akin, Gump, Strauss, Hauer & Feld, LLP in Washington, DC where he practiced corporate and securities law.  Mr. Mann is a graduate of the University of Michigan Law School and Dartmouth College.  He is an adjunct professor at The Washington College of Law at American University in Washington, DC.


Andrea is a member of the Ballard Spahr LLP Hospitality and Resort practice team, resident in the Baltimore office, and has been active in the hospitality industry for over twenty years. Prior to joining Ballard Spahr, Andrea served as Group Vice President, Strategic Development, Sourcing and Corporate Real Estate for Wyndham Worldwide Corporation, and as Senior Vice President and Associate General Counsel, Finance and Corporate Governance, for Marriott International, Inc. Her practice focus is commercial and corporate finance, real estate, and structured debt and equity. Her prior private practice experience includes partnership and of counsel positions with AmLaw 50 firms in New York, Washington, D.C and Baltimore. She is a member of the American College of Real Estate Lawyers, the Academy of Hospitality Industry Attorneys, and the American Bar Association. She is as a member of the Advisory Board and Planning Committee for the Georgetown University Law School Hotel and Lodging Conference, and is a frequent speaker and contributor to industry publications in real estate, finance, and hospitality.


Suzanne has over 20 years of experience as a security and technology executive and is PwC’s Metro DC Market leader for Cybersecurity and Privacy.  Suzanne is experienced at aligning technology and organizations to drive organizational performance and growth.  Suzanne started her career with PwC and returned to the firm after several successful years as a CISO and CIO in industry.   In these roles she transformed the technology approach and delivery to enable growth and scalability while minimize costs and business risks.  Suzanne is a specialist in enterprise transformation, with a focus on Security, Risk and Operations.    Suzanne designs and executes security strategy for global enterprises, and multiyear strategic roadmaps to CEOs and Board of Directors.

Recognized for excellence in innovation, strategy, and information security that produces results, she creates positive change through business collaboration and high performance teams. She has extensive experience with strategic planning, security and compliance programs, outsourcing, cloud solutions, and technology management.

Suzanne is a CPA and CISA. She earned her BS degree in Accounting from The American University.

Professional Awards

2005 National Information Security Executive of the Year, Nominee
2006 Woman of Influence Award Winner – Executive Women’s Forum
2006 Mid-Atlantic Information Security Executive –People’s Choice Award
2007 Secure Computing Magazine –Top 5 Influential Thinkers in Security
2013 CIO 100 Award- CIO Magazine Award for Technology Innovation