Practice/Industry Group Overview
With one of the largest, most experienced and diverse real estate and development practices, Sheppard Mullin represents corporate owners, investors, retailers, developers, builders, major landowners, lenders and local agencies on every aspect of development. Our range of expertise and practical experience includes:
- Site evaluation, purchase and sale
- Entity formation
- Equity, debt and mezzanine financing
- Land use entitlements and related litigation
- Environmental and regulatory due diligence
- CEQA and NEPA environmental documentation and defense
- Commercial Leasing and Sale/Leaseback Transactions
- Transit-oriented development
- New markets, low income housing, historic and renewable energy tax credits
- Redevelopment and other agreements with public agencies
- Public finance, including Mello Roos, 501(c)(3), parking revenue, certificate of participation and Build America bonds
- Wetlands, endangered species, and water quality/water rights permitting
- Acquisition, development and disposition of hotel properties and ownership interests
- Representation of developers of hotels and mixed-use and master-planned resort communities in negotiation of ground leases, land use entitlements and any subsequent land use litigation
- Contracts with architects, engineers, consultants, and contractors
- Contract, mechanics lien, stop notice and surety bond claims
- Real estate purchase and contract litigation
- Construction defect litigation
We have represented clients in many types of developments, including:
- Office, R&D and industrial parks
- Distribution and data centers
- Retail and shopping centers
- Urban infill mixed-use
- Planned residential and recreational communities
- Coastal and urban waterfront development
- “Brownfield” and industrial site reuse
- Renewable energy plants
- Affordable housing
- Hotels, resorts and recreational facilities
- Educational/academic institutions and campuses
- Infrastructure projects
- Transit-oriented developments
- Healthcare facilities
- Senior Care and Assisted Living Facilities
Sheppard Mullin is consistently recognized as one of the top real estate firms nationally and in California. Commercial Property Executive ranked Sheppard Mullin as a Leading Real Estate Law Firm (2012). Sheppard Mullin has the most California real estate lawyers amongst AmLaw top 75 firms. Chambers USA has recognized the firm as top tier in California for Real Estate; Real Estate: Zoning/Land Use and Environmental Law (2012). U.S. News & World Report (with Best Lawyers) ranked Sheppard Mullin nationally as among the “Best Law Firms” in the country in including Tier 1 rankings in Land Use and Zoning Law and Natural Resources Law, Tier 2 for Environmental Law and Tier 3 for Litigation - Real Estate, and Real Estate Law. Additionally, we were recognized for Metropolitan Tier 1 Rankings in Los Angeles, San Diego and San Francisco (2013). Our land use group has ranked first in California by The Legal 500 (2012). The Recorder, the California daily legal publication, recognized Sheppard Mullin as having a leading environmental practice in Northern California (2012). Several of our partners have been annually individually recognized by the Best Lawyers in America, Chambers USA, and The Legal 500 and elected to the American College of Real Estate Lawyers (ACREL).
Our lawyers function as an integrated team. Not only do we have bench strength with more than 60 real estate, land use and environmental attorneys; we also have significant depth and breadth. Our lawyers bring concrete and cost-effective advice in connection with any issue facing our clients. We pride ourselves on practicality and problem-solving.
Real Estate Acquisition and Disposition
Sheppard Mullin advises clients on a regular basis in complex real property purchase and sale transactions. Among the many clients represented by the firm’s Real Estate attorneys are purchasers and sellers of property used for office buildings, shopping centers, retail malls, industrial and R&D projects, mixed use projects, and raw land for development, among others.
We negotiate and document real property acquisitions and dispositions, as well as assist clients in conducting due diligence investigations in connection with these transactions. This work also includes investigations and reviews regarding title, land use, zoning and other entitlement issues, leasing and other contractual obligations and the environmental and physical condition of real property and improvements. We also are experienced in structuring and documenting acquisitions and dispositions of real property portfolios.
Drawing upon our years of experience representing financial institutions and lenders regarding real estate related matters, as well as developer/ builder borrowers, our lawyers are frequently consulted about the financing of various acquisitions. Often, we can introduce the developer/owner of a project to prospective lenders and investors. Because of our experience in representing lenders, we are able to cost effectively provide representation concerning all forms of acquisition financing.
Sheppard Mullin represents clients in commercial leasing transactions. Our experience extends across the range of commercial real estate property types, including retail, urban and suburban office, industrial park, shopping center, mixed use office, distribution, television studio, biotechnology, laboratory and special use research and development facilities. Many of Sheppard Mullin’s clients, whether owners, investors, financial institutions, developers or major manufacturers, have large portfolios of commercial real estate which involve the full range of portfolio management issues and related legal services.
We prepare and negotiate numerous special purpose leases for urban high rise buildings, suburban office parks, corporate headquarters, research and development campuses, mixed use projects and free standing retail, industrial and commercial facilities.
The diverse legal skills of our attorneys allows Sheppard Mullin to deliver the correct mixture of ability to any leasing transaction, and our practical experience spans the spectrum of leasing transactions, a sampling of which has included:
- Retail, restaurant, industrial and warehouse leases
- Office space leases in high-rise and other types of office buildings
- Research, development, technology and related use leases in multi-building projects
- Multi-property leases
- Telecommunication license agreements and co-location agreements
- Ground leases
- Natural resource leases
- Build to suit leases
Real Estate Finance
Our lawyers assist lenders in structuring loan transactions and in assuring that such transactions comply with regulatory requirements. We also review title to the collateral and work with title insurers in order to make sure that adequate title insurance is delivered. The most important phase of loan documentation is the preparation and negotiation of the loan documents. Transactions are documented on the basis of custom drawn documents or, where the client so desires, on the basis of client generated forms with adaptations as necessary to fit the transaction. Emphasis is placed upon making documents clear and concise and avoiding overreaching provisions and the use of excessive "legalese." A recent survey of banking lawyers by the Los Angeles Daily Journal ranked a selection of our lawyers among the best in the field in California. Several Sheppard Mullin attorneys are also members of the American College of Real Estate Lawyers and/or are listed in the "Best Lawyers in America" for real estate, workouts and bankruptcy.
We have significant experience in documenting all types of real estate secured loans, including the initial documentation of construction and term loans, and have experience with issues presented by modifications, additional advances and workouts/restructurings. We also provide counsel with the negotiation and documentation of tri-party agreements with permanent lenders and participation agreements with participant banks.
Sheppard Mullin lawyers bring a valuable perspective to the representation of real estate lenders as a result of our firm wide expertise in representing owners and developers of real property. On the "other side of the table," we have been involved in major land assemblies and the development of residential tracts, condominiums, hotels, industrial parks, retail centers and major high rise office buildings.
Real Estate Tax
Sheppard Mullin’s Tax attorneys advise clients in the real estate industry on a broad range of tax issues associated with real estate transactions, as well as with forming, managing, expanding and dissolving real estate entities and ventures to maximize potential benefits. We provide tax counsel on a broad scope of real estate matters, including:
- Entity structure and formation
- Strategic partnerships, joint ventures and limited liability companies (“LLCs”)
- Unrelated business income tax (“UBTI”) planning for tax exempt investors
- Leases, management agreements and other operational agreements
- Finance and “synthetic” leases
- Purchase and sale of real property
- Low income housing tax credits
- Historic tax credits
- New markets tax credits
- Tax free, like kind exchanges under IRC § 1031
- Tax free rollover of condemnation and involuntary conversion proceeds
- Installment sales
- Real Estate Investment Trusts (“REITs”)
- Restructurings, workouts and bankruptcy, including avoidance or minimizing debt cancellation income (“COD”) and preserving net operating losses (“NOLs”)
We regularly advise clients on sophisticated transactions, including tiered partnerships and LLCs, sale leasebacks, tax exempt transactions, securitizations, multiparty agreements and reverse or deferred exchanges. We also represent real estate developers, investment funds, banks and insurance companies on the tax ramifications of real estate related acquisitions, development, dispositions, financings and construction.
Real Estate Litigation
Complementing the firm's long-standing expertise in commercial and residential real estate transactions, Sheppard Mullin regularly represents its clients in negotiating, mediating, arbitrating, litigating and trying nearly every kind of real property related dispute.
Sheppard Mullin represents clients in disputes related to purchase and sale, breach of lease, unlawful detainer, title, quiet title litigation, express and prescriptive easements, judicial and nonjudicial foreclosure, partnership disputes, zoning, residential subdivision, exactions, impact fees and other conditions of development approval, soil subsidence, flood damage, construction and architectural issues, eminent domain, unconstitutional taking and property interference claims, historic landmark and preservation, as well as CEQA and NEPA compliance and defending environmental and land use approvals.
Our real estate litigators also represent owners and developers before state and federal resource agencies, air quality districts, water quality agencies, the California Coastal Commission, local city and county governing boards, planning and building departments, rent control authorities and other public agencies.
Urban Real Estate Development
Our attorneys have represented the developers of some of the largest shopping center, office, residential and mixed use projects. Our firm has distinguished itself in every aspect of the urban planning and development process, including advising on the governmental planning and permitting process, as well as related financing strategies and dispute resolution matters. We have represented real estate developers, institutional investors and lenders, pension funds, REITs and other organizations and individuals in a variety of large urban projects.
We negotiate and document both land purchase agreements and long term leasehold transactions, and we regularly assist clients in conducting due diligence investigations. This work includes investigations and reviews of title, land use, zoning and other entitlement issues, as well as the environmental and physical condition of development sites.
Our lawyers play an active role in project financing. Drawing upon our years of experience representing financial institutions and other lenders regarding real estate related matters, as well as developer/builder borrowers, we are able to cost effectively provide representation concerning all forms of acquisition, construction and permanent loans. Often, we can introduce the project sponsor to prospective lenders and investors. We also counsel clients on how to structure public financing of infrastructure improvements, including conventional assessment and facilities improvements districts, tax increment financing and Mello Roos special tax districts.
As part of Sheppard Mullin's urban real estate development expertise, our attorneys have negotiated and drafted documents relating to project construction, management and operations, including grading and other improvement contracts, contracts with architects, engineers and other consultants, reciprocal easements and other agreements with neighboring developers and owners, declarations of covenants, conditions and restrictions and management agreements. We have an extensive office, retail and industrial leasing practice to serve our developer/owner clients.
Redevelopment Wind Up
Sheppard Mullin has extensive experience representing developers and local governments in complex public/private partnership real estate development transactions. We have been at the forefront of representing developers on development deals caught up in the legacy of the new dissolved redevelopment agencies (RDAs) in California.
During the RDA era, redevelopment agencies had been critical actors in the development process in California. They have had the power to preempt local land use controls, to acquire and assemble development parcels through the exercise of the power of eminent domain, to provide tax exempt financing for infrastructure and other public improvements, to immunize developers from potential liability arising out the redevelopment of brownfields and to subsidize development through the use of tax increment financing (virtually the only source of public financing in California that does not require a vote of the people).
For our developer and our redevelopment agency clients we had:
- Organized developer solicitation processes
- Represented developers responding to redevelopment agency RFPs
- Drafted and negotiated exclusive negotiating rights agreements
- Drafted and negotiated owner participation agreements and disposition and development agreements
- Amended redevelopment plans, general plans and planning codes to accommodate specific projects
- Managed the land assembly, eminent domain and parcel map aspects of creating developable parcels
- Supervised the preparation of documentation necessary to satisfy the requirements of the California Environmental Quality Act
- Assisted in the establishment of community facilities districts and in the issuance of bonds by redevelopment agencies under the Mello-Roos Community Facilities District Act
- Organized and assisted in the issuance of tax increment bonds by redevelopment agencies to provide subsidies to developers and to finance the development of public amenities
We currently assist developers in winding up their projects in the RDA areas and locating new sources of infrastructure funding.
Urban Waterfront/Coastal Development
Sheppard Mullin brings unique expertise to the legal and regulatory issues that arise in connection with development in coastal areas. With one of the most diverse land use practices in the country, Sheppard Mullin lawyers bring to coastal development issues legal expertise that spans the entire spectrum of federal, state and local regulation. Our urban waterfront and coastal land use and entitlements counsel frequently includes coordinating the efforts of the entire technical team to ensure a sound legal foundation for the entitlements, as well as appearances on behalf of our clients at public hearings. Sheppard Mullin lawyers also counsel clients on a variety of matters relating to the California Environmental Quality Act as it affects projects on urban waterfronts and in coastal areas, and have supervised the preparation of EIRs and other environmental documents. We have also successfully prosecuted and defended lawsuits involving CEQA and other coastal land use and zoning issues. Last but by no means least, we advise clients regarding legislation, which is often needed to ensure the validity of entitlements in coastal areas.
Land Use and Natural Resources
Real estate developers, property owners, mining companies, timber companies, agricultural producers and others are constantly confronted with new land use and environmental regulations, the need for agency approvals at all levels of government and ensuing litigation challenging those approvals. With a clear understanding of applicable legal requirements, strong negotiating skills, thorough preparation of materials and persuasive presentation skills, Sheppard Mullin's Land Use attorneys regularly guide clients through the land use and environmental regulatory maze and related court actions.
Our Land Use practice is composed of lawyers from the Real Estate, Litigation and Environmental groups. We are knowledgeable about specialized issues such as state and federal laws regarding wetlands and rivers, water rights, endangered species, mining, coastal protection, hazardous wastes, toxic air contaminants, solid wastes, air and water quality and historic preservation. We have worked with developers of large and small projects, which routinely require compliance with one or more of these laws. In order to serve our clients ably, we keep abreast of relevant legal developments and maintain solid relations with the staff and officials of applicable regulatory bodies.
Relevant Experience and Expertise
Several of our lawyers are well known and highly regarded for their representation of owners, investors and developers in the area of land use and natural resources, mining and other kinds of development. This includes all aspects of environmental clearances, development entitlements, permit processing and land use and environmental litigation. Sheppard Mullin has been at the forefront in guiding clients through California's difficult and increasingly complex requirements regulating land development. This includes requirements for environmental impact analysis, imposition of mitigation measures and linkage fees, as well as the negotiation of elaborate conditions and land use agreements. We are also experts in helping clients address federal regulatory issues for wetlands, endangered species, mining, timber, water supply and other land uses. Our Environmental attorneys specialize in hazardous wastes, air and water quality and underground fuel tanks.
Our Land Use attorneys combine the specialized knowledge necessary for an entitlement practice with the breadth derived from a full transactional workload. As a result, our clients benefit from a practical approach informed by an appreciation of the marketing and financial implications of governmental approvals and conditions, as well as the time required to perfect entitlement.
Sheppard Mullin attorneys have been responsible for legal services in connection with developments of virtually every kind, including:
- Planned residential and recreational communities
- R&D, office and industrial parks
- Retail and shopping centers
- Hotel developments in urban, suburban and rural resort locations
- Major downtown office buildings and suburban office developments
- Urban residential and mixed-use developments
- Waterfront and coastal attractions
- Research laboratories
- Wineries and winery expansions
- Live work space and office conversions
- Ski resort and recreational condominiums
- Military base reuse
- Mobile home parks
- Redevelopment projects
- Affordable housing developments
- Recycling and industrial facilities
- Rehabilitation of historic structures
- Sanitary landfills
- Parkways and roads
- Oil and gas development
- Self storage facilities
- Mining operations
- Timber harvesting
- Waste disposal sites
- Golf courses
- Water supplies
The firm's experience in coastal and waterfront development, urban redevelopment, mixed use projects, timber and mining has been especially notable. Recent work has focused on the clean-up and reuse of contaminated land, habitat conservation and the adaptive reuse of historic buildings.
For these projects, our Land Use attorneys counsel clients and prepare and process applications before various agencies with special jurisdiction, including the California Coastal Commission, various redevelopment agencies, local agency formation commissions and water agencies, the U.S. Army Corps of Engineers, the California Regional Water Quality Control Boards, the California Department of Fish and Game, the U.S. Fish and Wildlife Service, Bureau of Land Management, U.S. Forest Service, Bureau of Reclamation, Bureau of Indian Affairs, Mineral Management Service, Office of Surface Mining, Caltrans, the Federal Highway Administration, the Advisory Council on Historic Preservation, State Mining and Geology Board, Air Quality Management Districts, Air Pollution Control Districts and the San Francisco Bay Conservation and Development Commission.
In addition, our Land Use attorneys regularly litigate issues relating to the California Environmental Quality Act ("CEQA") and the National Environmental Policy Act ("NEPA"). We have handled several important cases through the California Courts of Appeal and the federal appellate courts. Our familiarity with CEQA and NEPA enables us to provide efficient, focused counseling in the preparation of environmental impact reports and in the creation of a defensible record in anticipation of CEQA or NEPA litigation.
We advise our lender clients on a variety of land use issues, including the impact of state and federal legislation, local ordinances, ballot initiatives and pending litigation on real property collateral and "real estate owned" assets. We also investigate the status of entitlements and other land use issues with respect to the real estate which secures existing and proposed construction and permanent loans. In particular, our attorneys are called on by lenders to assess a borrower's potential liability with respect to unsatisfied conditions to project approvals, claims by adjacent landowners and regulatory agencies, as well as to evaluate the impact of those liabilities on the value of the real estate collateral or asset.
For condominium and other common interest subdivision projects, we prepare and process covenants, conditions and restrictions ("CC&Rs"), as well as documents for the formation of owners' associations and unit sales. We have Master Management Documents approved by the Department of Real Estate. We also counsel developers, lenders and owners' associations in the modification of these documents over time to reflect changed conditions and to resolve disputes. We have prepared reciprocal easement agreements for shopping centers, and CC&R's for conventional suburban subdivisions, urban high rise mixed use projects and industrial parks.
Sheppard Mullin attorneys have negotiated and prepared numerous disposition, owner participation and cooperation agreements with redevelopment agencies, as well as subdivision improvement and development agreements for both single phase and large scale multi-phase projects. We counsel clients on how to structure public financing of infrastructure improvements, including conventional assessment and facilities improvements districts, as well as Mello-Roos special tax districts. We also advise on potential impacts of general plan revisions.
We provide services to both public entities and private developers for public/private transactions, including leasing, build-to-suit and turnkey acquisition projects. We have expertise in the Public Contracts Act, affirmative action, prevailing wage and other special legal requirements that arise in such transactions. We also draw upon the resources of our Government Contracts and Regulated Industries group in structuring transactions and preparing documents to avoid the ambiguities and claims that often accompany public/private arrangements.
We have experience representing land owners and public entities in both resource conservation and extraction. We regularly assist landowners in the negotiation and execution of water rights and water supply agreements, in the assessment and mitigation of impacts on endangered species in both the wetland and upland contexts, as well as on energy and industrial facility licensing and siting. We have unique expertise advising agribusiness on regulatory, pesticide reduction and labeling matters, and in organic agriculture certification. Sheppard Mullin attorneys are noted for their ability to reconcile land conservation and development controversies.
Our attorneys have frequently served as the leaders of permitting and land acquisition efforts for major development projects including resorts, golf courses, housing developments, waste disposal sites, oil and gas development and mines for coal, gold, silver and other hard rock minerals, limestone, clay and other industrial minerals, as well as sand and gravel. This work includes obtaining wetland permits, drafting leases and joint venture agreements, securing water rights and providing title opinions for mining claims.
We have also represented clients in mining related litigation. Examples include a dispute between joint venturers over the operation of a gold mine, a dispute charging an oil and gas lessee with failure to prevent drainage from an oil and gas lease, litigation over water rights, a dispute over title to sand and gravel and a claim for trespass by the surface owner against the operator of a sand and gravel mine. We also have extensive experience with the United States Congress, as well as in developing and reviewing proposed federal laws and regulations.
Attorney Qualifications and Staffing
With one of the largest real estate, land use and environmental practices in California, Sheppard Mullin offers significant depth for representing clients. Staffing of each client matter is based on specific needs. Many matters require the attention of only one experienced lawyer. Where very complex issues and multiple tasks are involved, we follow a team approach. In each case, those assigned will have the expertise the client requires and be available at all times to meet client needs in a timely and cost effective manner. The number of partners and senior associates who spend all of their time on such work permits us to assign client responsibility to 1-2 attorneys and field teams for very large projects.
Articles Authored by Lawyers at this office:
No Private Attorney General Fees for Homeowner
Kira N. Teshima, January 06, 2014
In Donald A. Norberg v. California Coastal Commission (4th Dist., Div. 3, 10/25/13, G047522) ---Cal.App.4th---, 2013, the court of appeal reversed the trial court’s award of private attorney general fees because the homeowner’s successful challenge of certain conditions imposed by the...
Substantial Evidence Test Applies to Decision Not to Require Additional EIR
Ryan Lund, December 13, 2013
In Latinos Unidos de Napa v. City of Napa (1st Dist., Div. 1, 10/10/13, A134959), --- Cal.App.4th ---, 2013, the court of appeal found no abuse of discretion in the City of Napa’s approval of revisions to the housing element of its general plan, and related general plan and zoning amendments,...
California Passes Landmark Green Chemical Laws
Whitney Hodges,Olivier F. Theard, October 07, 2013
On August 28, 2013 the California Office of Administrative Law (“OAL”) approved California Department of Toxic Substances Control’s (“DTSC”) Safer Products Regulations. These regulations will go into effect on October 1, 2013. These important regulations, also referred...
Governor Brown Signs SB 4 Regulating Hydraulic Fracturing Well Stimulation Treatments
Mercedes A. Cook,Olivier F. Theard, October 07, 2013
Hydraulic fracturing continues to increase, but regulations have lagged behind the practice. Hydraulic fracturing (sometimes called well stimulation treatment) is used as means to extract and explore underground oil and gas. SB 4 is an attempt by California legislature to regulate and oversee the...
Maryland Legislature Fixes Problems Left Over From 2012 IDOT Legislation
Stephen S. Gilson,Gregory S. Grigorian, October 07, 2013
Prior to 2012, the Indemnity Deed of Trust ("IDOT") had long been the preferred structure for borrowers in Maryland looking to finance their property because it would allow deferment of recordation taxes that would otherwise be required at the time of the loan. In 2012, the Maryland...
Adopting Thresholds of Significance Under CEQA Not Subject to CEQA Review
Kyndra Joy Casper, August 29, 2013
In California Building Industry Association v. Bay Area Air Quality Management District (CBIA) (Case No. A135335 (Cal. Ct. App. 1st, August 13, 2013)), the First District Court of Appeal overturned the trial court and held that the thresholds of significance adopted by the Bay Area Air Quality...
Assembly Bill 116, Extending Life of Subdivision Maps, Signed by the Governor
Kyndra Joy Casper, August 26, 2013
On July 11, 2013, Governor Brown signed Assembly Bill 116 (Bocanegra) automatically extending by 24 months the expiration date of any tentative map, vesting tentative map, or a parcel map which was approved on or after January 1, 2000, and that has not yet expired. It further specifies a process...
CFPB Releases Exam Procedure Updates For TILA and RESPA
, August 17, 2013
On August 15 the Consumer Financial Protection Bureau released updates to its examination procedures in connection with the new mortgage regulations that were issued in January. These updates offer valuable guidance on how the CFPB will conduct examinations for compliance with the Truth in Lending...
Bright Lights Not a Significant Impact; Lack of Parking May Be
Claudia Gutierrez, June 20, 2013
In Taxpayers for Accountable School Bond Spending v. San Diego Unified School District (2013) -- Cal.App.4th -- (Case No. D060999) the Court of Appeal for the 4th District held that the San Diego Unified School District (the “District”) must prepare an environmental impact report...
What Makes A Lease "Enforceable" - What You Need to Know
Lydia Lake,Pamela L. Westhoff, June 20, 2013
Leases are often not given the same attention as other types of contracts with respect to issues of corporate authority and enforceability. Proof of authority is often an issue in the context of leases and related documents. What you need to know.
EIR Not Needed Before Starting Eminent Domain Proceeding
Claudia Gutierrez, June 18, 2013
In Golden Gate Land Holdings, LLC v. East Bay Regional Park District, the California Court of Appeals considered whether an Environmental Impact Report (“EIR”) must be prepared where the California Environmental Quality Act (“CEQA”) and eminent domain law intersect. Golden...
Considerations For International Clients Who Intend to Buy A Home In the U.S.
Amy L. McEvoy, April 25, 2013
International buyers invested $82.5 billion in U.S. residential real estate (4.8% of total U.S. sales) according to the most recent survey conducted by the National Association of Realtors for the 12 month period ending with March 2012. According to that survey, the top states in the U.S. for...
New Disability Access Law Imposes Notification Requirements For Commercial Leases
Lydia Lake,Pamela L. Westhoff, April 24, 2013
On July 1, 2013, pursuant to newly enacted California Civil Code Section 1938, owners of commercial real property must state on every lease form or rental agreement whether the property leased has undergone inspection by a Certified Access Specialist (commonly referred to as a “CASp”)...