Practice Areas & Industries: Greenberg Traurig, LLP

 





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Practice/Industry Group Overview

Greenberg Traurig’s Hospitality Group advises developers, owners and operators of hotel, resort and club properties, as well as governments, private government corporations, governmental and private financial institutions, and financial consultants on virtually all aspects of their involvement in the hospitality industry in the United States, the Americas and overseas. Our multidisciplinary team brings corporate, real estate, tax and environmental attorneys together with recognized industry leaders experienced in the development and financing of hotel and resort properties, as well as the design and implementation of club and resort membership programs.

We have experience with many types of projects, including:

  • Hotels
     
  • Convention center hotels
     
  • Destination resorts
     
  • Condominiums
     
  • Condominium hotels
     
  • Planned community developments
     
  • Timeshare and fractional projects
     
  • Vacation clubs and points systems
     
  • Mixed-use projects
     
  • Golf courses, membership clubs and ski facilities
     
  • Marinas
     
  • Festival marketplaces

 The Hospitality Law Check-In blog provides owners, investors and  operators of hotel and resort properties a place to take the industry's pulse - a source for understanding the trends, deals and cases that are shaping the marketplace.

Hospitality-Related Real Estate Experience

We represent clients active in various aspects of the planning, development and operation of hotels and destination resorts. In addition to our broad range of experience in the real estate development process, including site acquisition, due diligence, land use regulation, environmental permitting, private agreements, construction, and restaurant and liquor licensing, we also have significant skills in addressing issues unique to the planning, development and operation of resort properties such as:

  • Negotiation and documentation of development and construction agreements for many different segments of the hotel and resort industry including downtown facilities, convention centers, commercial and luxury hotels, destination resort hotels, condominium hotel/resort operations, highway and interstate hotel facilities, suburban hotel and motel facilities, airport hotels, economy facilities, all-suite facilities, and executive conference centers 
  • Design, negotiation, documentation and due diligence with respect to all types of management and operation arrangements, franchise and licensing transactions, formation and operation of hotel operating companies, and joint operation agreements
     
  • Planning, negotiation and documentation of agreements with consultants to the resort industry including architects, engineers, advisors and managers, travel agencies, travel wholesalers and others providing services to the industry
     
  • Advising owners and investors in hotels, motels and resort properties in all aspects of ownership and operation

Property Owners’ Associations and Association Clubs

We regularly help clients develop governance structures that work well with the community plan, as well as the long-range planning and operational needs of the developer and the residents, including considerations for environmental stewardship and self-sustainability. We assist clients in creating master and neighborhood associations in planned residential and mixed-use projects, in order to provide for the efficient and productive development of the project. In some cases, developers may benefit from the use of an association club membership program, in which the association owns and operates amenities such as golf courses, clubhouses and tennis and swim facilities. Our attorneys have broad experience in advising developers whether an association club structure would be beneficial for their residential communities, and in designing association clubs for those that would benefit.

Our services with respect to community associations include:

  • Design and structuring of property owners’ associations
     
  • Determination as to whether sub-associations are necessary or desirable
     
  • Advice with respect to the ownership and operation of amenities in the community
     
  • Planning of operational aspects of the property owners’ association
     
  • Counsel regarding turnover of control of the association, including strategic planning

Interstate Land Sales Disclosure Acts

We have wide-ranging experience with the federal Interstate Land Sales Disclosure Act (ILSDA), as well as the individual state land sales acts and regulations, and the associated advertising and registration requirements that apply under the federal and state acts. We efficiently evaluate the spectrum of requirements and restrictions that apply to a particular project and design and implement an effective sales and marketing program that complies with the multitude of federal and state laws. We prepare detailed public offering statements under ILSDA and applicable state laws, and the application and implementation of available exemptions, according to jurisdiction. We also assist clients in training and monitoring sales staff to manage the risk associated with Internet and other marketing initiatives within the structure of a meaningful legal sales and marketing campaign.
 

Environmental Planning and Regulation

More than most other areas of real estate activity, golf and resort developers have special needs and interests in the area of environmental law. We are able to provide assistance on a nationwide basis in connection with all aspects of state and federal environmental law with particular experience in the sometimes unique environmental issues posed by resort and recreational land development and development of recreational amenities, including:

  • Relocation and preservation of endangered species
     
  • Wetlands, dredge and fill, surface water management and brownfields permitting
     
  • Securing irrigation quality and reclaimed water sources
     
  • Entity Structuring and Agreements

We represent clients in virtually every aspect of the acquisition, planning, development and operation of hotels and destination resorts. We offer practical, business-focused legal services and advice on matters related to:

  • Financing
     
  • Investment structuring
     
  • Marketing
     
  • Management and operations
     
  • Systems implementation
     
  • Personnel
     
  • Public relations

In addition to advising on the outright sale and purchase of property assets, we structure complex transactions involving joint ventures with other parties, or the creation of subsidiary entities for the ownership or development of real estate. The joint venture work performed for our clients is complemented by our tax and finance practices. In addition to the formation, structuring, and related work associated with the joint venture, our real estate capabilities and understanding of the hotel sector support the joint venture’s activities, including conversion and structuring.

We structure management agreements, assist with access to an array of recreational amenities, ensure appropriate relationships between various project components, and create revenue enhancement programs and arrangements for under-utilized amenities. We are also experienced in condominium law and condominium conversions. Our attorneys represent condominium hotel operators, developers, licensors and lenders in connection with the ground-up development of new condominium hotels, as well as conversions of condominium, condominium hotel, commercial condominium and mixed-use properties. We also have broad experience in the legal and tax structuring of interval ownership projects.
 

Tax, Bankruptcy and Securities Law

We focus on U.S. federal tax, securities and bankruptcy law which are relevant to the planning, development, marketing, and restructuring of resort and recreational projects. In the tax field, GT lawyers have obtained precedent-setting private letter rulings from the Internal Revenue Service confirming the firm’s design of tax advantaged methods of financing mortgage pools for resort and recreational projects and financing large portfolios of receivables generated from such projects.

Our Corporate and Securities Group has experience in the offering of resort and recreational project securities such as condominium and timeshare securities offerings, golf and country club securities offerings, syndications of hotel and resort properties and the securities aspects of mergers and acquisitions of companies in the resort industry. The firm’s Business Reorganization & Financial Restructuring Group is often involved in the planning and structuring of resort and recreational projects in development in order to counsel investors and lenders on how to minimize risk.
 

Hotel Sector Capabilities

  • Hotel development and operation
     
  • Mergers, acquisitions and joint ventures
     
  • Financing and investment structuring
     
  • Ownership, operating and contribution agreements
     
  • Conversions and vertical subdivisions
     
  • Asset-based finance
     
  • Structured finance and securitization
     
  • Condominium, timeshare and fractional interest developments
     
  • REITs, trusts and alternative investment vehicles
     
  • Real estate regulatory compliance and registrations
     
  • Land use and subdivisions
     
  • International tax planning
     
  • Business immigration and employment
     
  • International litigation and arbitration
     
  • Intellectual property and licensing
     
  • UBTI, ERISA and other tax structuring
     
  • Environmental, zoning and legal diligence

Golf and Recreation Clubs

We represent a wide variety of participants involved with club development and operation, including golf clubs, tennis clubs, equestrian clubs, beach clubs, health clubs and urban downtown clubs.

Such clubs may either be "stand alone" or part of larger real estate projects which may also include hotels and destination resorts, master planned recreational communities, lot subdivisions, or condominium and timesharing developments. Our experience with golf course and golf and recreation club matters extends to the wide variety of issues special to such projects including the following:

  • Structuring and offering of membership in golf and country clubs particularly including the evaluation of the viability of club membership programs, creation of non-profit and tax-exempt club associations, preparation of membership offering plans, member applications and financing documents and preparation of all documentation in compliance with applicable securities laws
     
  • Design and implementation of equity or propriety membership programs, non-equity membership programs, integrated club and community association programs and pay-for-play programs
     
  • Design and implementation of a wide variety of use privileges including tiered, unitary and add-on use plans applying to various categories of membership such as golf memberships, tennis memberships, swimming memberships, social memberships or community memberships of golf and country clubs and other recreational clubs
     
  • Design, negotiation and documentation of private agreements tying golf courses or other recreational club amenities to hotels, motels, and destination resorts
     
  • Advising golf and recreational club owners and operators in owning and managing portfolios of golf and recreation clubs, in structuring acquisitions and financial exit strategies, and preparation for and implementation of club turnovers from developer to member control
     
  • Advising on the operation and management of clubs, including negotiation of management, vendor, pro shop and tenant agreements, negotiation of employment agreements for club managers and club pros, and securing restaurant, banquet and liquor permits and license

Recreational Amenities

Many golf and resort projects include, as part of the project or by rights of use, recreational amenities which themselves constitute separate development projects. Based on our long experience in the resort industry, our lawyers are knowledgeable concerning the development of such recreational amenities as part of a larger resort development or as independent projects to serve neighboring resorts.

We have broad experience with all types of recreational amenities specifically including the development and operation of stadiums, marinas, camp grounds, mobile home parks, theme parks, water parks, designated historical sites, festival marketplaces, amusement parks, specially-themed fairs and sports complexes.
 

Recreational Subdivisions

We have extensive experience with recreational subdivision matters including planned unit developments, planned recreational communities, new towns, condominiums, community development districts, resort infrastructure development and the relationship of such projects to related amenities such as golf courses, marinas, water features, environmental preserves, sports arenas and related matters.

Issues of particular concern to the golf and resort industry concerning recreational subdivisions include:

  • Design and documentation of various types of common interests such as fee and leasehold undivided interests and multi-tiered use rights
     
  • Private agreements, including covenants, conditions and restrictions, reciprocal easements, sharing of recreational amenities among related and unrelated subdivided projects, and planning, zoning, and land use regulations
     
  • Creation, operation and control, and turnover of owners associations
     
  • Design, documentation and operation of condominium-hotel projects, golf course-condominium or planned community projects and hotel and resort projects with commercial and retail elements and urban hotel or resort-oriented mixed-use projects
     
  • Real estate sales regulation, including state land sales regulations, U.S. federal land sales regulations, including the Interstate Land Sales Disclosure Act, and similar laws regulating camp resorts and mobile home parks

Timeshare and Fractional Interests

We have had more than 30 years of experience with the timesharing and fractional ownership industry and are counted among the industry’s pioneers. Our practice has grown with the growth and maturity of the timesharing and fractional ownership industry and the proliferation of state, federal, and international laws regulating such interests.

Issues of special importance in designing, developing and operating timeshare and fractional projects include:

  • The design and structuring of timeshare and fractional plans including plans involving the offering of undivided interests in land combined with hotel or condominium use rights, right to use programs with no proprietary interest, floating time and unit programs, complex point system programs, club membership programs, and combinations of the above
     
  • Special issues and problems concerning the overlay of timeshare and fractional programs, on existing hotel, condominium and apartment projects, conversion of such projects to timeshare or fractional use, the legal relationship of timeshare and fractional programs to other elements of a mixed use resort or recreational development
     
  • Timeshare and fractional exchange programs, including internal exchange programs among related properties or unrelated properties, negotiation and documentation of arrangements with independent exchange organizations such as Resort Condominiums International and Interval International, and issues of property affiliations
     
  • Timeshare and fractional marketing matters including design, negotiation and documentation of timeshare and fractional marketing agreements and regulatory matters concerning marketing activities and organizations
     
  • Timeshare and fractional regulation, including U.S. and state subdivision sales regulations and U.S. state and federal securities laws applicable to timeshare and fractional offerings, and local legislation restricting timeshare and fractional uses and conversion of existing properties
     
  • Design and drafting of proposed legislation and assistance in connection with legislative activities involving present and proposed laws regulating timeshare and fractional development and marketing
     
  • Financing of timeshare and fractional projects and accounts receivable, including the design and implementation of innovative methods of collecting accounts receivables through U.S. based collection trusts to facilitate financing and tax reduction

Financing

We provide a wide range of services in connection with the financing of projects in the hospitality industry, including equity and debt syndications, participating convertible debt financing, taxable and tax-exempt bond financing, asset securitization, REIT and other investment and asset pool structuring and offerings, leverage buyouts, sale-leaseback financing, construction financing, revolving credit facilities, interest rate swaps, debt swaps and accounts receivable financing.
 

International Transactions

Our experience in connection with international resort and recreational property and finance transactions include:

  • Structuring, negotiating and implementing international real estate acquisitions, sales, exchanges and financing
     
  • Planning and structuring of foreign investment in U.S. real estate, including all FIRPTA and other tax planning and compliance matters
     
  • Planning and structuring of international investments and business activity under foreign law and international treaties, including NAFTA and similar agreements
     
  • International real estate securities offerings and regulatory compliance and registrations
     
  • International debt and equity syndications
     
  • International private and institutional joint ventures, refinancing and workout matters
     
  • Financing under national debt-swap programs and through international development agencies including the World Bank, the IFC and OPIC International land sales regulation including structuring, regulatory compliance and registrations for foreign timeshare, condominium, planned development and other subdivision offerings
     
  • U.S. and international tax planning for real estate transactions and operations in foreign countries
     
  • Selecting and supervising foreign counsel and other advisors

We have been involved with international development and financing matters for resort projects located in Australia, the Bahamas, Bolivia, Canada, the Cayman Islands, Chile, Costa Rica, the Dominican Republic, El Salvador, Ecuador, England, Fiji, France, French Polynesia (Tahiti), Hong Kong, Italy, Japan, Mexico, the Netherlands Antilles, New Zealand, Panama, the People’s Republic of China, Spain, Venezuela and others.


 
Past Seminar Materials
  Georgetown Law CLE - Hotel and Lodging Legal Summit, October 24, 2013
NYU - International Hospitality Investment Management Conference 35th Annual, June 2, 2013
Bisnow Lodging Investment Summit , April 24, 2013
The Americas Lodging Investment Summit (ALIS) Event, January 22, 2013
 
 
Articles Authored by Lawyers at this office:

Ninth Circuit Holds that a Properly Structured Voluntary Rental Program Offering Does Not Convert Hotel Condominium Units into Securities
Richard F. Davis, September 30, 2013
In a case involving the offering of 450 condominium hotel units and a rental program at the Hard Rock Hotel in San Diego, California, the Ninth Circuit Federal Court of Appeals found in favor of the sponsor and upheld the real estate purchase and sale agreements as just that, a real estate contract...