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Practices

Real Estate

Real estate is more than an asset on someone’s balance sheet. For a user, it’s the headquarters of a corporation, a key manufacturing facility, a trading floor, a luxury hotel, a health care facility. For an owner or purchaser, it’s a source of revenue and financing to meet capital and operating budgets, an asset that must be actively managed and protected, a property unlike any other. For a lender, it’s security.

We see real estate as our clients do and aim to maximize and protect the value it brings to our client's enterprise, whatever that may be. We use our experience in various disciplines to develop innovative strategies in leasing transactions, sales and acquisitions, mortgage and mezzanine loans, condemnation proceedings, landlord-tenant matters, joint ventures, stock sales and corporate acquisitions. Often this involves attorneys from other groups in the firm, including the Environmental, Tax, Corporate, Litigation and Insolvency & Creditors’ Rights/Bankruptcy Transactions Practice Groups.

Leasing

 

Owners: We represent some of the major landlords in Manhattan – institutions that are among our longest-standing clients – in negotiating and finalizing commercial office and retail leases and long-term ground leases. We have assisted these clients in major office leases to financial institutions such as Morgan Stanley Dean Witter and The Bank of New York, in retail leases to leading chain operators such as CVS and in long-term ground leases to real estate developers.

We represented an owner in a lease of 210,000 square feet to a media company, with options to take another 140,000 square feet.

We helped negotiate a 175,000 square foot lease to an archive company and assisted the owner in relocating existing tenants to create the necessary block of space.

When the Roosevelt Island Operating Corporation leased the historic Octagon Tower and surrounding property to a developer for construction of a 500-unit apartment development, CL&M represented RIOC in all aspects of the ground lease.

We helped an owner renegotiate the ground rent for one of its premier holdings, resulting in what we believe to be the highest fair market rent that had been agreed on, up to that time, for a renewal term of a Manhattan ground lease.

Over a two-year period CL&M represented an owner in negotiating five long-term ground leases of Manhattan office buildings, most of which had initial terms of 99 years and 99-year renewal terms.

Tenants: Our leasing group has provided tenant representation to financial institutions and business corporations in some of the largest leasing transactions in the New York City area in recent years. We are familiar with the special needs and interests of such clients, including uninterruptible power supplies and other back-up systems, leases of roof space for communications equipment, data centers and rights to operate 24 hours a day, seven days a week. We negotiate "work letters" and other construction-related agreements. We represent tax-exempt organizations in leases of health care facilities, day care centers and the like. We also represent tenants in negotiating with New York State, New York City and the State of New Jersey for tax abatements and other incentives in connection with leasing transactions.

We represented a brokerage firm in a lease of more than 111,000 square feet. The lease was negotiated and signed within two weeks after the initial draft was received in our office. We also assisted the firm with various construction, architectural, engineering and consulting contracts in connection with its state-of-the-art build out.

CL&M represented a major bank in the lease of 126,000 square feet in a building under construction.

Buying and Selling

 

We assist clients in buying and selling properties throughout the United States, with a focus on office, retail and mixed-use buildings in Manhattan and elsewhere in the City of New York. Representative transactions include purchases and sales of actively-managed office buildings, residential apartment complexes, retail portfolios, net-leased office buildings, joint venture transactions, air rights transfers and transfers of controlling interests. We represent both taxable and tax-exempt entities, advising them with respect to the tax treatment of sales, acquisitions and related financings. We also assist clients that are constructing public infrastructure in obtaining access agreements, including drafting permanent and temporary easements and construction work permits and licenses. We handle tax-free exchanges and defeasance transactions. We also represent royally-chartered entities in connection with real estate transactions.

We represented a tax-exempt organization in the sale of a joint venture interest in a 26-story Manhattan office building to a private developer.

We assisted a client in a $40,000,000 sale of prime Manhattan retail space structured as a sale of shares in an off-shore corporation.

We represented a New York State agency in a $54,000,000 purchase from various limited partnerships of a multi-use office and industrial building and parking facilities.

We assisted a food additives company in the acquisition of 107.5 acres in Indiana including numerous buildings and manufacturing facilities.

We prepared easements and access agreements, and where necessary, obtained orders of taking in federal court, for the construction of new and replacement natural gas pipeline for an interstate natural gas pipeline company.

Real Estate Financing and Development

 

We represent lenders and borrowers in connection with loans secured by interests in real property, including defeasance transactions.

We are also involved in a wide range of real property development activity, including assemblages, obtaining subdivision and other regulatory approvals, ground leases, air rights transfers and joint ventures.

Many regulatory issues arise in the course of this work. For example, we have dealt with SEQRA and CEQR compliance and litigation, ULURP applications, franchises (including bridges across city streets), franchise renewals and street demappings.

We represented an institutional client in making mezzanine loans on industrial and office properties.

CL&M represented an owner in a $25 million loan secured by a mortgage on a Manhattan office building, and in the subsequent defeasance of that loan.

We represented a tax-exempt owner in loans from the U.S. Department of Housing and Urban Development for a housing project for the elderly.

CL&M represented a health care provider in a tax-exempt bond financing with the New York City Industrial Development Agency to provide funds for upgrading its main nursing home facilities in the Bronx, and developing an adult day health care facility in Queens. Our work included providing assistance with construction contracts and approvals from the New York State Department of Health.

Hotels and Resorts

 

We have a long history of representing resort hotel operators and developers, including some of the leading publicly traded companies in this field. We represent clients in connection with acquisitions, development (including mixed-use development), construction, golf course development and permitting, tax structuring and financing. Attorneys from the firm’s Corporate, Tax and Environmental Practice Groups often participate in this work.

We assisted a publicly traded luxury hotel company in acquiring one of New York’s leading restaurant properties and acquisitions of five-star hotels in South Carolina, Louisiana, Colorado and the Bahamas.

We represented an owner in connection with loans of $65 million, $58 million and $51 million secured by mortgages on leading hotel properties.

One of our partners represented a major hotel company in mixed-use developments for hotel, office (or residential) and retail space in New Jersey, Chicago and Florida. He also represented a U.K. hotel company that purchased several hotels in New York City, and worked on hotel developments in the Bahamas and St. Maarten.

One of our partners represented a publicly traded company that ran hotels, golf courses, diving facilities and time-share facilities in Aruba, the Bahamas, Barbados, St. Maarten, Bonaire, Cayman Brac, St. Croix and Antigua.

Real Estate Investment Trusts (and Umbrella Partnership
Real Estate Investment Trusts)

Our attorneys have represented both publicly-traded and private real estate investment trusts (REITs) and their Umbrella Partnership Real Estate Investment Trusts (UPREITs). Our attorneys have represented clients, including tax-exempt organizations, in their: (a) formation of REITs and UPREITs and in the structuring of these formation transactions; (b) investments in REITs and UPREITs and in the structuring and negotiation of these investment transactions; and (c) acquisition of the assets and equity of REITs and UPREITs and in the structuring and negotiation of these acquisition transactions. Our attorneys have advised REITs on compliance with the REIT requirements of the Internal Revenue Code (IRC), and in the structuring and negotiation of their merger and acquisition transactions, joint venture transactions (both with other REITs and non-REIT partners), and real property purchase and sale transactions, with the added expertise of structuring these purchase and sale transactions so as to qualify as tax-free like-kind exchanges under IRC Section 1031.

We advised a tax-exempt client on forming a new REIT for the purpose of making and holding certain of its real estate investments.

One of our attorneys was lead tax counsel for large private real estate company in its acquisition, by merger, of publicly-traded apartment REIT (and its UPREIT partnership) with 42 residential properties/8,000 apartment units (located in New Jersey, Pennsylvania, Delaware and Maryland): He negotiated tax (and tax structuring) aspects of client’s acquisition and advised client on seller’s REIT issues.

One of our attorneys advised long-time publicly-traded REIT client on all of its IRC Section 1031 transactions, as well as general REIT and partnership tax matters: He structured client’s $270 million acquisition of majority member’s limited liability company interests in numerous real estate-owning limited liability companies so as to qualify as IRC Section 1031 “replacement property”; furnished IRC Section 1031/Revenue Ruling 99-6 tax opinion for acquisition.

Condemnation

 

We have an active condemnation practice and have represented several governmental entities in major condemnation matters. This work includes advice and representation in connection with governmental projects and proceedings, community and government relations, relocation of tenants, advice on litigation strategy and active prosecution of litigation.

We represented the Empire State Development Corporation in acquiring two-thirds of the Manhattan block between 42nd and 43 rd Streets on Avenue of the Americas through condemnation. The property will be the site of a new global headquarters for Bank of America, and the building will be a state-of-the-art “green” structure with numerous public amenities.

The Empire State Development Corporation won three significant lawsuits challenging the development of the new headquarters site for The New York Times in Times Square.

We successfully defended New York State’s Eminent Domain Procedure Law against a constitutional challenge in federal court that sought to block a major development project along the

FDR Drive
between East 116th and East 119 th Streets. We also negotiated a net lease of the development site and helped coordinate financing for the project.

CL&M handled the first condemnation related to the post-9/11 redevelopment of the World Trade Center site.

Construction

 

Our practice includes the preparation of construction contracts, generally representing the owner. We have separately represented owners (including a New York suburban county), contractors and subcontractors in connection with lien filings and discharges, Lien Law diversion of trust fund actions, and legal proceedings or arbitrations among owners, contractors and architects for breach of construction contracts and delay damages.

Professional Activities

 

Cully Irving is a former member of the Real Estate Law Committee of the Association of the Bar of the City of New York. John Casolaro is a former chair of the Construction Law Committee of the Association of the Bar of the City of New York. Mr. Casolaro and Lee Ohliger are members of the Condemnation Law Committee of the New York County Lawyers’ Association. Several of our attorneys also serve on a number of committees of the New York Building Congress.

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