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Real Estate M&A and REIT Transactions 2015

Speaker(s): Adam O. Emmerich, Adam S. Feuerstein, Bartholomew A. Sheehan, III, Brandon J. Moore, Cristina Arumi, David W. Bonser, Donald P. Casey, Gil Menna, Gordon F. DuGan, Guy A. Metcalfe, James J. Hanks, Jr., James M. Barkley, Jenny B. Neslin, Karen F. Turk, Kathleen Werner, Kevin Gannon, Lauren Prevost, Matthew J. Lustig, Michael Bilerman, Michael Brody, Michael E. McTiernan, Michael J. Graziano, Robin Panovka, Rosemarie A. Thurston, Sarah E. Ralph, Shirley Goza, Sonia Gupta Barros
Recorded on: Jan. 21, 2015
PLI Program #: 57604

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.

Rosemarie Thurston is a partner and leads the firm's REITs Team. Ms. Thurston represents numerous REITs in their structuring and formation, public securities offerings, private placements, mergers and acquisitions, joint ventures, roll-ups, and ongoing securities law compliance. Ms. Thurston regularly advises executive officers, boards of directors and board committees on corporate governance matters, including compliance with the Sarbanes-Oxley Act of 2002, New York Stock Exchange rules and general “best practices” for reporting companies. Ms. Thurston also counsels broker-dealers on compliance with applicable regulations of the Financial Industry Regulatory Authority (FINRA) in connection with the distribution of securities.

Ms. Thurston is a frequent speaker at national conferences on legal issues relevant to the REIT and investment fund industry. She has been featured in 2013 and 2014 Chambers USA: America's Leading Lawyers for Business and 2013 and 2014 Chambers Global: The World’s Leading Lawyers for Business, in each case in the category of Capital Markets: REITs. She been lead counsel for some of the largest public REIT merger transactions completed in recent years.

David Bonser is Head of the firm’s REIT practice and also the Global Managing Partner of the firm’s Corporate practice. He focuses his practice on advising and representing public and private real estate companies in a wide variety of corporate, securities, and partnership transactions.

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.

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.

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 is the National Real Estate Tax Technical Leader at PricewaterhouseCoopers, LLP and, in that role, he helps clients navigate the complicated tax world in which we live.  Adam brings his experience and passion (yes, passion for tax) to help clients see the big picture from a tax perspective, while at the same time keeping an eye on the important details necessary to achieve the client’s particular objectives.  Clients often comment that Adam has a keen ability to convey complicated tax concepts and that he is approachable and easy to work with.

Adam has brought his practical business approach to assist sponsors of, and investors in, real estate funds on a wide range of formation and investment matters.  He brings this approach to provide guidance and counsel to some of the most well-known fund families in connection with their acquisitions and to help design fund structures that address the various tax issues that affect fund sponsors and their investors.

Adam also regularly advises many public and private REIT clients through their life cycle.  In that capacity, Adam has worked on many REIT monetization, conversion and M&A transactions, PropCo/OpCo structures and IPOs and regularly works with REIT clients to address their day-to-day tax matters.  Adam is a co-author of the treatise on Real Estate Investment Trusts for RIA’s Catalyst series and is a Contributor to the Guide to Global Real Estate Investment Trusts.  He has also served as a faculty member for the Practicing Law Institute sessions for the Real Estate Tax Forum and the Real Estate M&A and REIT Transactions and has spoken on panels at REITWise.

Adam not only has a passion for tax and providing assistance to clients but also enjoys mentoring younger tax professionals.  In that vein, Adam has served as an adjunct professor at the Georgetown University Law Center and the Villanova University School of Law where he has taught classes on partnership taxation and the unrelated business income tax. 

Adam graduated from Harvard Law School, cum laude, has a Masters in Public Policy from Harvard University’s John F. Kennedy School of Government and received his B.S. with honors from Cornell University. 

Adam is an active member in the Tax Policy Advisory Committee of the Real Estate Roundtable and the National Association of Real Estate Investment Trusts.  In his spare time, Adam enjoys spending time with his family, playing cards and board games, tennis, bicycling and movies. 

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.


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


  • Financial Services

Brandon J. Moore serves as Executive Vice President, General Counsel & Secretary of Gaming and Leisure Properties, Inc., the first gaming-focused real estate investment trust. Mr. Moore oversees the legal and compliance affairs of the corporation, including matters relating to corporate governance, finance, securities, material acquisitions, labor and employment matters, risk management and litigation management.  Mr. Moore joined Gaming and Leisure Properties, Inc. after serving as Vice President and Senior Corporate Counsel for Penn National Gaming, Inc.  In his role with Penn National, Mr. Moore provided general advice to management and board members on matters relating to corporate governance, acquisitions and securities. He reviewed and negotiated material agreements at both the corporate and property levels, and assisted with SEC compliance and related matters. Mr. Moore was part of a small senior management team that led the tax-free spin-off of Gaming and Leisure Properties from Penn National Gaming, Inc. effective November 1, 2013.  The spin-off was an intensive three-year project that involved the Internal Revenue Service, the Securities and Exchange Commission and numerous state gaming and racing agencies.

Mr. Moore joined Penn National Gaming, Inc. from Ballard Spahr, LLP, where he provided legal advice on matters involving mergers and acquisitions, corporate governance, securities law, project finance and business development.

Mr. Moore received a B.S. in Finance from the Pennsylvania State University, Smeal College of Business, and a J.D. from the University of Pennsylvania School of Law.

Gordon F. DuGan
Chief Executive Officer, Gramercy Property Trust
Chairman, Gramercy Europe

Gordon F. DuGan is Chief Executive Officer and a Director of the Board of Gramercy Property Trust. Gordon also serves as Chairman of Gramercy Europe, a real estate investment fund manager focused on single-tenant net leased property throughout Europe.  Prior to joining Gramercy, Gordon spent 22 years at W. P. Carey & Co., where he was promoted to President in 1999, Co-Chief Executive Officer in 2002 and Chief Executive Officer in 2005. During his tenure at W.P. Carey, he oversaw the growth of that company’s assets from approximately $2.5 billion to $10 billion.

Gordon has been active over the years in his community and in the real estate industry. He is a member of the Council on Foreign Relations and serves on the board of The Innocence Project and the Advisory Board of India 2020, Limited – a private equity firm investing in India. He previously served on the Board of Governors of the National Association of Real Estate Investment Trusts and has appeared in numerous media outlets, including Forbes, Institutional Investor, The Wall Street Journal, BusinessWeek and Bloomberg.

Gordon received his Bachelor of Science in Economics with a concentration in Finance from the Wharton School of the University of Pennsylvania.

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.

Lauren B. Prevost is a partner in the Corporate, Securities and Real Estate Capital Markets Practices at Morris, Manning & Martin, LLP. Ms. Prevost represents public and private companies in high growth industries, particularly commercial real estate and technology. Her practice is focused on the areas of corporate finance, federal securities law compliance, FINRA registration, blue sky law compliance, mergers and acquisitions and general corporate representation.

Ms. Prevost represents clients in structuring and consummating complex corporate transactions, including public offerings, private placements, mergers, acquisitions, restructurings and reorganizations. She has significant experience in representing issuers, underwriters and selling shareholders in connection with initial public offerings and follow-on offerings.  In recent years, she has devoted most of her time to developing complex real estate investment funds for both institutional and retail investors.  Ms. Prevost has guided private companies and their boards of directors through the initial public offering process, on-going reporting requirements and stock exchange requirements, as well as through the business and corporate governance issues encountered by a newly created public company.

Ms. Prevost is ranked nationally as a top lawyer for Capital Markets and REITs by both Chambers USA: America's Leading Lawyers for Business and the Legal 500. She is a member of the National Association of Real Estate Investment Trusts (NAREIT) and the Investment Program Association (IPA) and is a frequent speaker on topics relating to non-traded real estate investment trusts.  Ms. Prevost received her B.A. and J.D. degrees from the University of North Carolina, where she served as President of the Student Bar Association. 

Representative Transactions

  • Representation of real estate investment trusts (REITs) and real estate investment funds in public and private securities offerings totaling more than $13 billion
  • Representation of exchange listed companies and their boards of directors in securities compliance and corporate governance matters
  • Representation of issuers and investment banks in public equity financings
  • Representation of issuers and venture capital firms in private equity financings
  • Merger of a private technology firm with an international exchange listed technology concern

Honors & Affiliations
Listed, Chambers USA: America's Leading Lawyers for Business - Ranked Nationally as a top lawyer in Capital Markets (REITs), 2011 - 2014
Listed, Legal 500, Real Estate Investment Trusts (REITs), 2011 - 2013
Listed, The Best Lawyers in America, Corporate Law, 2013 - 2015
Peer-rated, Martindale-Hubbell
Member, Securities Committee of the Business Law Section, State Bar of Georgia
American Bar Association
National Association of Real Estate Investment Trusts (NAREIT)
Investment Program Association (IPA)

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. 

Michael Brody is a member of the firm's Tax Department, and Chair of the firm's Retirement Committee. He has special expertise in issues relating to real estate investment trusts, and is global Co-chair of the firm’s REIT Industry Group.


Mr. Brody's practice focuses upon the taxation of partnerships and corporations, including REITs, in a variety of US and international contexts, including:

  • Partnership and corporate formation transactions
  • REIT roll-up, conversion and IPO transactions
  • Mergers and acquisitions
  • Securities offerings
  • Restructuring and insolvency work


Mr. Brody has represented numerous REITs, investment banks and property owners in a variety of REIT transactions including conversions of existing businesses into REITs, roll- ups, mergers and acquisitions, operational issues, public offerings, private placements, ruling requests and liquidations. He has also represented partnerships, including investment funds, which include private REITs in their investment structure.

Mr. Brody has advised on hundreds of security offerings, raising in excess of US$70 billion in proceeds for REITs.

Mr. Brody’s REIT experience includes work for the following REITs, either as counsel to the REIT or its investment bankers:

  • AMB Property Corporation (now Prologis)
  • American Assets Trust
  • Arden Realty
  • BRE Properties
  • Center Trust, Inc.
  • Chatham Lodging Trust
  • Corrections Corporation of America
  • CyrusOne, Inc
  • Digital Realty Trust
  • Douglas Emmett
  • HCP, Inc.
  • Hudson Pacific Properties
  • InfraREIT, Inc.
  • Kilroy Realty
  • Kimco Realty
  • MPG Office Trust
  • National Golf Properties
  • National Storage Affiliates
  • Pan Pacific Retail Properties
  • Parkway Properties
  • Realty Income Corporation
  • Rexford Industrial Realty
  • Spirit Realty Corporation
  • Sunstone Hotel Investors
  • Tanger Factory Outlet Centers


JD, University of Iowa College of Law, 1984, Order of the Coif

BBA, University of Iowa, 1981

Bar Qualifications




Recognition Highlights

Ranked Band 1 in Capital Markets: REITs – Chambers USA 2012-2015

Named a "Leading Lawyer" for REITs – The Legal 500 US 2015

Mr. Brody is regularly recognized as a leading attorney, including by Chambers USA for domestic tax work, by Chambers USA and The Legal 500 US for his work with REITs and by the International Tax Review in the World Tax Guide.

Chambers USA writes that Mr. Brody is "phenomenal tax REIT expert", "exceptionally bright, practical and pragmatic," "considered by some to be the preeminent REIT tax attorneys in the USA" and "an incredible lawyer who thinks and analyses problems like no one else."

Recognized as an "acclaimed tax specialist advising an array of leading clients on issues including M&A, securities offerings and financing." - Chambers USA 2015

Described as a "top practitioner in the space," "REIT god" and "great to work with and great to work against." - Chambers USA 2015

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).

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.

Sarah Ralph advises clients on a wide range of federal income tax planning matters, including REIT conversions, acquisitions, dispositions and operational planning; partnership transactions; mergers, acquisitions and dispositions; foreign investments in the U.S., including FIRPTA planning; and private equity transactions. Ms. Ralph also has assisted numerous clients obtain private letter rulings from the IRS, including several private letter rulings regarding novel REIT issues.

Ms. Ralph frequently lectures on tax-related topics, including in programs sponsored by the American Bar Association, New York University Institute on Federal Taxation, the Practicing Law Institute, the Tax Executives Institute and other organizations.

Shirley Goza is General Counsel for QTS Realty Trust, Inc. (NYSE: QTS), one of the largest and fastest-growing data center and cloud services providers in the nation. Ms. Goza has served as General Counsel of QTS and its predecessor since 2006.  She has more than 30 years of experience as a practicing attorney and law professor.  Prior to joining QTS, Ms. Goza co-owned and operated Focus Trial and Settlement Solutions, a company that facilitated mock trials for trial attorneys, and served as managing partner.  Ms. Goza previously was a partner with the law firm Shook, Hardy & Bacon, one of the premier litigation defense firms in the United States.  In addition to a robust litigation practice, she taught Civil Procedure, Complex Litigation, Advanced Litigation Drafting and Legal Research and Writing at the University of Missouri – Kansas City School of Law and taught Torts II as a visiting professor at the University of Kansas School of Law.

Ms. Goza has been published on a number of topics, has an AV rating from Martindale Hubbell and has received a number of awards including Who’s Who of American Women, Outstanding Women of America, the Kansas City Business Journal award for “Women Who Mean Business” and the Kansas City Magazine’s “Super Lawyer” award.

Shirley also is involved in a variety of charitable activities, including the University of Kansas National Merit Scholarship Fundraiser, University of Kansas Law School Alumni Association Board of Directors, Chairperson, Leukemia and Lymphoma Society Auction, and the Women’s Employment Network.

Sonia Barros is a partner in the firm’s Capital Markets group and chairs the group’s Public Company Advisory subgroup focused on advising clients in corporate disclosures and governance matters. Formerly the Chief Corporate Governance Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), Sonia was the Division’s senior advisor on corporate governance policy and disclosures. Prior to that, Sonia served as the Assistant Director in the SEC’s Office of Real Estate and Commodities, where she had oversight authority for thousands of transactions and reviews of corporate disclosures, including financial statements, under the Securities Act of 1933 and the Securities Exchange Act of 1934.

Sonia brings extensive experience in advising public companies on SEC disclosures and compliance, corporate governance and capital markets transactions. She plays a strategic role in advising clients on emerging areas of corporate disclosures, including environmental, social and governance (ESG) issues. Her experience includes a number of leadership roles at the SEC over 17 years and nearly a decade in the private sector.

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.

JAMES J. HANKS, JR. is a partner with the 800-lawyer firm of Venable LLP, with offices in Baltimore and a lot of other places, 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.

          More than 70% 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 more than 30 American states.

More important than any of the foregoing, Jim is thrilled to be married to Sabine Senoner, of Kitzbühel, Austria, and they have an utterly charming daughter, Maria Dorothy, age 17, who will talk your head off in German or English.

Mr. Gannon serves as Managing Director of Robert A. Stanger & Co., a nationally recognized investment banking and valuation firm specializing in real estate. Stanger’s Valuation Group conducts securities, business and asset valuations. On an annual basis, Stanger appraises in excess of $3 billion of domestic and international real estate assets for Non-Listed REIT reporting and in connection with merger, acquisition and consolidation transactions. In addition, Stanger is one of the largest providers of valuations of non-listed securities in the United States, valuing more than $50 billion of partnership, REIT, and closely held business securities annually for major New York Stock Exchange member firms, broker-dealers and bank trust departments. 

Mr. Gannon directs the firm's activities, including mergers and acquisitions, financing transactions, structuring of private and public equity offerings, valuations, litigation support and advisory services.  Mr. Gannon has been the lead banker on real estate consolidation and mergers and acquisition transactions involving over $40 billion of real estate and management company’s assets.  Mr. Gannon has also been active in the analysis, evaluation and sale of corporate, REIT and partnership investments in real estate, oil and gas, equipment leasing, agriculture, biotechnology, and food processing. 


Robin Panovka is a partner and co-chairman of Wachtell Lipton’s Real Estate and REIT M&A practices, which are consistently at the forefront of major transactions in the public REIT, real estate, hospitality and gaming industries.  He also advises on large scale-development projects, governance and strategic matters. 

Robin has been named one of the Lawdragon 500 Leading Lawyers in the U.S., and is ranked as one of the leading M&A and REIT lawyers by Chambers, Legal 500, Who’s Who Legal and similar publications. He has been featured in a number of publications for leadership in his fields, including Lawdragon Magazine and American Lawyer and is a recipient of New York University’s Urban Leadership Award.

He is the co-author of “REITs: Mergers and Acquisitions,” a leading treatise published by Law Journal Press, and has authored many articles on related subjects. He is co-chair of the NYU REIT Center and has served as an adjunct professor at Columbia Business and Law Schools and in NYU’s Masters in Real Estate Program. He is a founding director of the International Institute for the Study of Cross-Border M&A (XBMA), a joint venture among Peking University, Cambridge and NYU. He lectures frequently and chairs annual conferences for the NYU REIT Center, Practising Law Institute and XBMA. He is also active on a number of educational and non-profit boards, including the boards of Duke Law School and NYU’s Real Estate Institute; is a fellow of the American Bar Foundation and the American College of Real Estate Lawyers; and serves on the Cornell University Council.

Robin was heavily involved in the redevelopment of the World Trade Center for more than a decade following its destruction on September 11, 2001, including negotiating the master plan and “footprint swap” chronicled in the Cornell Real Estate Review, American Lawyer Magazine and other publications.

He holds degrees from Cornell University and Duke Law School.  He grew up in South Africa and Israel and currently lives in Manhattan.

Donald P. Casey is the General Counsel of Urban Edge Properties, a newly-public REIT consisting of shopping and retail center properties spun-off by Vornado Realty Trust in early January 2015.  Don was previously General Counsel in the Retail division of Vornado, helping Urban Edge prepare for the spin-off.

Don joined Vornado/Urban Edge from Wachtell, Lipton, Rosen & Katz, where, after graduating from Harvard Law School in 2006, he worked as an associate in the firm’s corporate department, primarily focusing on mergers and acquisitions, corporate governance and securities laws matters.  At Wachtell Lipton, Don represented clients in connection with mergers, acquisitions, divestitures, spin-offs, split-offs, IPOs, PIPEs, joint ventures and financing transactions in a variety of industries, including the REIT, private equity, healthcare, energy, telecommunications and gaming sectors.  Before law school, Don spent three years at Bear, Stearns & Co. Inc. as an analyst in the asset-backed securities department.

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


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.


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.”


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

New York

U.S. Tax Court

Jenny B. Neslin is the associate general counsel and assistant secretary of NorthStar Asset Management Group Inc. (NYSE: NSAM), a global asset management firm.  NSAM currently sponsors and manages NorthStar Realty Finance Corp. (NYSE: NRF), a diversified commercial real estate company that is organized as a real estate investment trust (REIT), and three non-traded REITs: NorthStar Real Estate Income Trust, Inc., NorthStar Real Estate Income II, Inc., and NorthStar Healthcare Income, Inc.  Prior to joining NSAM in 2013, Ms. Neslin was a senior associate in the Capital Markets practice of Clifford Chance, the global law firm.  At Clifford Chance, Ms. Neslin’s practice focused on public and private capital markets transactions, and other general corporate transactions. She also advised real estate companies, private equity and other institutional investors, and investment banks in public and private capital markets transactions, including initial public offerings, follow-on equity offerings, at-the-market offerings, private securities offerings and closed-end fund offerings.  This experience included advising non-traded REITs and other direct participation programs in continuous offerings, ongoing disclosure and reporting obligations under U.S. federal securities laws, and other corporate governance matters.

Ms. Neslin earned a Bachelor of Music cum laude in 2004 from New York University and a Juris Doctor in 2007 from Benjamin N. Cardozo School of Law. She is admitted to practice law in New York.

Karen Turk is a partner in the firm's Tax group. Ms. Turk’s practice focuses on the tax aspects of structuring commercial transactions, including real estate and venture capital transactions, mergers and acquisitions, and structures to mitigate unrelated business taxable income for tax-exempt and pension investors. Ms. Turk has extensive experience in structuring collective investment vehicles with tax-exempt, domestic and non-US investors, and she routinely advises clients in connection with the formation and operation of investment funds, public and private REITs, and complex joint ventures. Ms. Turk joined Goodwin in 1999 and serves on the firm’s Partnership Committee.

Professional Activities
Ms. Turk is a member of the Boston, American and New York State Bar Associations.

J.D., New York University School of Law, 1999 (cum laude)
B.A., Wesleyan University, 1989 (with honors)

Ms. Turk is licensed to practice in Massachusetts and New York.


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.