Practice Areas & Industries: Duane Morris LLP

Practice/Industry Group Overview

"Is there a way we can maximize revenue with this real estate project?"

"Isn't there a more creative way to structure this transaction?"

"We have been told we cannot overcome the legal obstacles to proceeding with this sale. Is that true?"

These are some of the common questions the real estate lawyers at Duane Morris hear from our clients. Whether the client's matter involves the development of raw land, acquisition or disposition of corporate real estate, management of a real estate portfolio or solving the inevitable and unexpected situations that arise with real estate holdings, Duane Morris' real estate lawyers can assist.

We understand there is more to real estate than a site or the structures that exist on it.

Our experience includes handling the routine, every day issues involved in real estate matters, as well as handling seemingly unsolvable dilemmas that require solid working relationships within the industry and a creative understanding of the nuances of deals, regulations, profitability, leverage and liability protection. Duane Morris lawyers consistently find solutions for complex real estate issues.

Involved in Law and the Real Estate Industry

As lawyers, we concentrate in all aspects of real estate law, and we have a broad background in the real estate industry. For example, lawyers in our Group have worked as registered architects, licensed mortgage brokers, certified public accountants and licensed real estate agents. We are actively involved in the same groups and associations as our clients, such as the Urban Land Institute, Mortgage Bankers Association, community development corporations, various homebuilders' and professional associations and many other groups. These activities are important for our clients who turn to us for both our understanding of the real estate industry, as well as for practical legal advice and counsel.

For example, we have assisted many of our clients in structuring transactions and decreasing their liability, as well as in developing models that create or increase project revenue. We preserve clients' rights, as well as enhance the value of real estate.

Services Available

Our clients include investors, corporations, developers, asset management firms, insurance companies, title companies, construction companies, property owners, financial institutions, communities, public agencies and others. We assist them in a number of areas, including:

Purchases and Sales

Duane Morris represents some of the nation's largest real estate owners and investors in the purchase and sale of real estate throughout the country.

For example, we represented one of our clients in the purchase of a portfolio of Manhattan office and residential properties, a majority interest in a 1.5 million square foot telecommunications building and a package of retail stores around the country. We also represented the owner of a Broadway theater in Manhattan in the multimillion-dollar sale of "air rights" above the theater for use in the construction of a new hotel.

In Florida we have structured the acquisition and ongoing rezoning of hundreds of acres of vacant land that will be developed into commercial and residential projects.

Development

We advise clients throughout the country with respect to their residential, office and affordable housing projects and other developments. We have represented buyers, sellers, borrowers, lenders, developers, contractors, design professionals, investors and bondholders. We have a multidisciplinary approach which often involves:

• Negotiation of investment structures
• Architectural and construction arrangements
• Financing and leasing and procurement of entitlements

Our real estate lawyers work closely with Duane Morris' Construction and Surety Group and our Tax, Project Finance and Affordable Housing groups so that our clients can receive the benefit of the firm's considerable depth and knowledge.

In the development area, we also have experience in the following areas:

• Retail Development - From build-to-suit projects to lease negotiations, we represent a number of national retail clients. We assist in other areas such as land development, restrictive covenant litigation and due diligence on property acquisitions. We have also assisted retail clients in acquiring and receiving approvals for development sites for their stand-alone and build-to-suit stores.
• Project Development - We advise clients on how to structure large mixed use or residential projects. We have structured nonequity clubs for residential projects, which can be sold based on a cap rate applied to income stream, or securitized.
• Land Use - Our land use lawyers work in tandem with our real estate attorneys to determine the best uses for clients' projects. In Florida, our lawyers assisted in moving the urban development line in Miami-Dade County.

Financing

We counsel financial institutions in virtually every area that they face challenges in providing financial services to their customers. From loan closings for the acquisition, development and construction of residential or commercial projects or multistate financing to the foreclosure or collection of these loans, we provide services focused on the fast and efficient completion of the task. We are often called upon to address regulatory issues on behalf of financial institutions. We also defend them in lender liability claims, including class action lawsuits, as well as regulatory enforcement actions.

FNMA and Freddie Mac have both retained Duane Morris to review and approve their residential loan documents in the state of Florida. These documents are used by all lenders for residential real estate transactions in the state.

We represent lenders and developers facing issues with the Department of Housing and Urban Development (HUD), from project approvals to obtaining approval as a HUD lender.

Managing Real Estate for Corporations

Duane Morris represents many large and small corporations throughout the United States in the site selection, acquisition, development, financing, leasing and disposition of corporate real estate. We often work with corporate real estate departments in the negotiation of leases for industrial, manufacturing and distribution facilities, as well as for office space.

We represented a corporation in the negotiation of a long-term lease of its corporate headquarters building. We also represented a corporation in the lease of a large manufacturing complex with several buildings covering 13 acres. We have also represented corporations in the site selection, negotiation of entitlements, development, construction and financing of several large warehouse and distribution centers, each in excess of one million square feet, in various regions of the United States. Many of these transactions involved economic development agency incentives with complex ownership and financing structures involving ground leases and subleases.

In addition, we routinely advise corporations on strategies for the disposition of excess real estate.

Eminent Domain and Land Valuation

Duane Morris' eminent domain and land valuation lawyers regularly counsel private property owners, governmental entities and quasi-governmental entities in eminent domain and land valuation matters. Our attorneys are experienced in representing both condemnors and condemnees in all phases of eminent domain proceedings and have handled highly complex takings cases involving multiple landowners and major urban projects.

With our extensive knowledge of and experience in the field of condemnation, the firm frequently handles challenging valuation issues for both developing and improved properties. We are well versed in land use, environmental and government regulatory matters to best serve our clients' needs throughout the evaluation process. Additionally, we offer tax advice on the financial impact of receiving compensation in an eminent domain proceeding.

Workouts

For all types of real estate lenders, we assist in protecting the value of their real estate collateral. We regularly work with lenders to restructure debt, stabilize troubled projects with court-appointed receivers and negotiate and consummate deed-in-lieu of foreclosure recoveries for troubled properties. Our experience also includes:

• Completing foreclosures and execution proceedings
• Assisting in the interim management and sale of recovered real estate collateral
• Pursuing the recovery of real estate collateral in borrower-initiated bankruptcy cases
• Securing and preserving time-sensitive land use approvals for troubled developments
• Assisting in the construction, marketing and leasing of troubled real estate projects that are in receivership or are already repossessed by the lender

Duane Morris routinely represents owners of real estate of all sizes and characters in the workout and restructuring of troubled debt.

For example, we represented the owners of a one million square foot office building on Park Avenue in Manhattan in the successful restructuring of $250 million of defaulted mortgage loans covering the property. We also represented the owners of two related Manhattan office buildings in the workout of $150 million of defaulted mortgage loans covering these properties on which a judgment of foreclosure had been issued. In addition, we represented the owner of a major Manhattan office building in the "friendly foreclosure" of a $145 million mortgage loan.

Environmental Matters

Duane Morris regularly works with buyers, sellers and lenders to structure transactions that conform with all federal and state environmental regulations, while assisting our clients in obtaining land use and environmental approvals for their projects. In clean-up situations, we are experienced in working with environmental consultants to develop comprehensive plans to manage and finance clean-up operations.

We have counseled clients concerning the removal of underground tanks and related clean-up requirements. We have also negotiated settlements of claims of improper dumping in public landfills.

Hospitality

Duane Morris' Real Estate Group has an extensive hospitality practice, which includes providing legal services for hotels, casinos, restaurants and nightclubs.

We recently represented clients in the purchase of a deluxe New York City hotel and a package of movie and live "Off-Broadway" theaters. We have represented clients in the development of some of the best-known restaurants in the U.S. and are currently advising clients involved in the development of nightclubs in New York City and Las Vegas, and a casino cruise business in Florida.

For More Information

For more information, please contact Marc D. Brookman or any of the practice members referenced in the Attorney Listing.