Real Estate

Duane Morris has an experienced international real estate practice, offering a full range of services related to acquisitions and dispositions; leasing; financing; hospitality; multi-family/healthcare, student and military housing; national condemnation; and REITs and capital markets. Our attorneys provide our clients—including property developers, lenders, investment managers and REITs—guided assistance through all phases of a transaction or project. We are able to handle a broad range of sophisticated and complex real estate transactions, leveraging our extensive skills and experience in virtually all types of real estate and development matters.

An integrated interdisciplinary approach to our clients’ needs is the cornerstone of our practice. Teams composed of attorneys across practice areas and the firm’s geographic scope—from our real estate, capital markets, finance, construction, tax and other practices—provide seamless, value-added representation. Our experience encompasses all areas of acquisition, disposition, leasing and lending, including new development, office, retail, residential, assisted-living and other healthcare facilities. In addition to handling the routine issues involved in real estate matters, we find creative solutions to complex and seemingly unsolvable dilemmas that require solid working relationships within the industry and a high level of understanding of the nuances of deals, regulations, profitability, leverage and liability protection.

The reputation of the Duane Morris Real Estate Practice Group is built on an understanding of the real estate industry and how real estate businesses function. Duane Morris is ranked by both Commercial Property Executive and Law360 as among the top real estate law firms headquartered in the United States. In addition, Duane Morris real estate attorneys include those who have been recognized in Chambers USA, hold the distinguished CRE professional designation from The Counselors of Real Estate, and are Accredited Professionals under the LEED (Leadership in Energy and Environmental Design) Green Building Rating System.

Our attorneys have a broad background in the real estate industry and have worked as registered architects, licensed mortgage brokers, certified public accountants, urban planners and licensed real estate agents. Several Duane Morris attorneys are members of, actively involved in, and hold leadership positions in Urban Land Institute, International Council of Shopping Centers, NAIOP, CRE Finance Council, International Association of Attorneys and Executives in Real Estate, Appraisal Institute, community development corporations, and various national and local professional associations and trade organizations.

Range of Services

Acquisitions, Dispositions and Financing


Duane Morris real estate attorneys have extensive experience structuring, negotiating and documenting acquisitions and dispositions, commercial loan transactions and other credit accommodations, with particular emphasis on construction and permanent financings and workouts, and commercial acquisitions and sales of the following:

  • retail projects, including shopping centers and drug/convenience stores;
  • hotels, along with their associated management and franchise agreements;
  • mixed-use projects;
  • office/warehouse/residential buildings;
  • skilled-nursing, assisted-living and senior-housing facilities; and
  • hospitals, dialysis clinics and community health centers.
  • In addition, we counsel financial institutions in connection with public and project finance transactions and matters involving commercial mortgage-backed securities (CMBS) transactions; lenders and loan servicers in connection with litigation, condemnation, workouts, foreclosure, restructuring, reorganization, loan sale, receivership and commercial real estate matters; and owners/developers in the acquisition, financing, holding and disposition of commercial real estate.

Hospitality/Tourism

Within the hospitality industry, Duane Morris represents hotel owners, operators and managers, as well as lenders and developers, in the financing, acquisition, leasing, development and regulation of luxury hotels and resorts, marinas, ultra-luxury condominiums, mixed-use projects, casinos, restaurants, convention centers and other entertainment venues throughout the United States and internationally. We also represent major tourist attractions, including zoos, marine parks and water parks. We handle all aspects of development, management and ownership of hospitality and tourism-related projects. Clients also turn to us for counsel on the formation and structuring of joint ventures and other vehicles for both developers and institutional investors in the hospitality and tourism industry. In particular, the innovative structures for mixed-use hospitality projects developed by our real estate attorneys have been utilized by others throughout the industry.

Multi-Family / Healthcare / Student and Military Housing


Duane Morris attorneys represent property owners, developers and lenders in connection with the financing, acquisition, development and construction of multi-family condominiums, apartment buildings, townhomes, planned communities and housing projects. We assist clients on matters related to site assemblage and acquisition, planning board and zoning board approvals, environmental issues and construction contracts.

In addition, our real estate attorneys counsel healthcare systems, providers and operators with negotiating the real estate matters inherent in the acquisition, leasing and sale of hospital facilities, acute care hospitals, ambulatory surgical facilities, laboratory properties, medical office buildings, nursing homes and assisted-living facilities.

Further demonstrating the wide scope of our real estate attorneys’ capabilities is our experience providing counsel to owners and managers of student housing in acquiring and financing student housing. This includes drafting and negotiating purchase and sale documents, joint venture agreements with institutional partners, co-invest documents and revolving lines of credit; obtaining new debt or assuming existing loans on all projects and ongoing legal issues in the ownership and management of the housing assets; and drafting all commercial leases for projects that contain a retail component. We also have assisted clients in matters that involved obtaining military housing.

National Eminent Domain


Duane Morris national condemnation lawyers regularly counsel private property owners, lenders, loan servicers, governmental entities, quasi-governmental entities, major oil companies, gasoline retailers, public utility companies, banks, dealerships and retailers in eminent domain and land valuation matters. Representative matters include, among others, pipeline acquisitions, redevelopment and infrastructure-related takings. With experience representing both condemnors and property owners in all phases of eminent domain proceedings, we have handled highly complex takings cases involving a wide range of property uses and projects.

Land Use and Development

Duane Morris attorneys represent a wide spectrum of land developers and property owners in multiple jurisdictions at the local, state and federal levels. Our land use attorneys are experienced in planning, zoning, subdivisions and use permits. In addition, we coordinate all the disciplines involved in land development, including federal and state environmental and coastal regulation, climate change, air quality, discharge permits, water quality, water supply, endangered species, critical habitats, vested rights, development agreements, exactions, affordable housing and redevelopment. Our commercial, residential and industrial projects range in size from master planned communities of thousands of acres to smaller, intensive urban infill development.

REITs / Capital Markets

Duane Morris represents institutional clients deploying capital across the country and around the world. Our Real Estate, Tax, ERISA and Capital Markets attorneys form a seamless interdisciplinary team to represent investment managers and traded/nontraded REITs in the acquisition, financing, management and disposition of office, multi-family, raw land, industrial, retail and hospitality assets. We help our clients structure, negotiate and close upon both direct investments and joint venture investments with operating partners to place equity or debt to work in core, value-add and opportunistic real property investments in ground-up or rehab projects in Greenfields, Brownfields and urban-infill; one-off and programmatic acquisitions, rehabs and financings; as well as investment through mezzanine, participating debt and other debt structures. We are sensitive to the regulatory needs of domestic and offshore investors, pension investors, college endowments, foundations and sovereign wealth funds. We advise on structuring investments made through commingled funds, separate accounts, public/non-publicly traded REITs, private REIT funds, domestically controlled REITs, C-blockers, TRS structures, income stripping vehicles, pension-controlled REITs, fractions rule partnerships and, where necessary, REOC or VCOC structures and other methods of addressing the ERISA prohibited transactions rules, including categorical and special exemptions. We are versed in addressing issues of concern to offshore investors, including ECI, FIRPTA and other tax investment and repatriation rules, whether through domestically-controlled REITs, C-blockers or the use of debt. We assist in identifying and mitigating the effects of bad REIT income, bad REIT assets, UBTI, dealer property and fractions rule violations. We are also experienced with UP-REIT and Down-REIT structures and the use of OP Units and other non-cash currencies to effect acquisitions.

Commercial and Retail Leasing


We advise both landlords and tenants on a broad array of commercial, industrial and retail leasing matters. Representative clients have included international staffing companies, a national provider of post-secondary degrees, owners of hospitality projects and private real estate companies. Our experience includes a variety of lease transactions, such as operating leases, ground leases, subleases, build-to-suit leases and sale-leaseback transactions.

Representative Matters

  • Represented the lender in restructuring a $167 million loan involving mortgages on 43 nursing homes in 12 states.
  • Represented the purchaser of equity interests in an $82,000,000 project in Alexandria, Virginia.
  • Represented Las Vegas Sands Corporation in connection with the obtaining of a casino permit and entitlements for construction of a $900,000,000 hotel/casino and retail center in Bethlehem, Pennsylvania. The site, the former Bethlehem Steel Corporation site, is the largest brownfield site in the eastern part of the United States.
  • Representation of primary equity syndicator in $70 million acquisition of interests in 460,000-square-foot regional East Coast retail outlet shopping center. Structured acquisition to avoid transfer tax exposure on acquisition. Created ground lease and distribution loan structure to facilitate primary and mezzanine level securitized acquisition financing and meet commercial mortgage-backed securities rating bureau standards.
  • Represent Canadian commercial real estate developer in the $35,000,000 acquisition of a major retail project from Hamburg-based private equity fund and the resale to ING Clarion.
  • Represented Cogen Technologies in obtaining the planning board and zoning board approvals for a 154MW, $150,000,000 co-generation plant in Camden, New Jersey.
  • Represented Pennrose Properties in obtaining all of their planning board and zoning board approvals for the $120,000,000 Baldwin's Run Hope VI housing development in Camden, New Jersey.
  • Representing the Gloucester County Improvement Authority as special counsel for the $150,000,000 courthouse renovation and expansion project.
  • Acted as counsel to Fortune 500 investment banking company on numerous transactions, performing a wide range of tasks related to syndicated lending, secured lending, construction lending and revolving credit facilities ranging from $150,000,000 to $600,000,000.
  • Acted as counsel to Fortune 100 lender in transactions that substituted syndicated real estate-backed revolving lines of credit for an unsecured revolving line of credit with different terms. Revolving line of credit had a range of $250 million to $400 million.
  • Represented a hotel chain in the sale of four hotels in a combined transaction in excess of $325,000,000 where our client retained operation and management for 25 years.
  • Handled real estate matters associated with complex $135,000,000 debt refinancing by client engaged in natural gas production and distribution in Central Valley of California; matter involved particularly complex title insurance and easement issues.
  • Participated in the $780,000,000 refinancing of the Sears Tower in Chicago.
  • Participated in the $140,000,000 refinancing of a hotel in Times Square, New York, the mortgage of which encumbered ground lease, developments rights lease and fee ownership interests covering the property, together with $130,000,000 in layered mezzanine financing.
  • Participated in the $100,000,000 acquisition and construction mortgage financing of a proposed 50-story mixed-use new building in midtown Manhattan, which included the purchase of 63,422 square feet of development rights and an inclusionary housing zoning bonus of 31,272 square feet, together with $64,575,000 in layered mezzanine financing.
  • Acted as counsel for a state university-related organization in development of $160,000,000 proton research and treatment center that utilizes a linear accelerator to produce protons for targeted radiation treatments for cancer patients. Complex development involved a ground lease, project development agreements and project financing issues and solutions.

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Diversity

"In my discussions with Duane Morris leaders, they frequently speak about how diversity within their firm has enabled them to better serve their diverse clients. They understand that investing in diversity is a wise business decision that positions them for the marketplace of the future."

Don Liu
Senior VP, General Counsel & Corporate Secretary
Xerox Corporation

At Duane Morris, achieving diversity is paradoxical. By supporting and celebrating the differences of our attorneys - and the individual strengths that they bring - our firm culture expands, fostering creative solutions for our clients. But diversity at Duane Morris does not mean that we have a certain number of diverse attorneys; true diversity means that it is no longer noteworthy to see diverse lawyers leading our practice groups or managing client relationships. Ascending to positions of leadership and greater responsibility and providing the highest levels of client service is simply what is expected of all our lawyers. Diversity is another strong asset that adds to our collective abilities to meet the needs of our clients.

Our vision of diversity at Duane Morris is to realize an environment in which our lawyers' outstanding qualities are not just measured by ethnicity, race, gender and sexual orientation, but more importantly, that our lawyers are remarkable as excellent attorneys above all else. Only then can we celebrate our differences while focusing on the common pursuit of legal excellence which everyone shares at Duane Morris.

To reach this goal, Duane Morris understands that the familiar diversity strategies and policies that most law firms have are needed. Without demanding results from such policies, most law firms are bound to fail in even achieving numerical hiring and retention goals. Duane Morris has been proactive and ambitious in its efforts to improve diversity at the firm, and has set deadlines for reaching the milestones which mark our progress. To create a more diverse law firm, Duane Morris is:

  • Committed to strategically increasing our diversity levels, which is currently at 10 percent.
  • Bringing together our Diversity Committee and our Hiring and Retention Committee to raise diversity as an important factor in our hiring decisions.
  • Dedicated to improving retention by building upon our monitoring and mentoring program for all diverse associates.

Combining new initiatives with our longstanding diversity efforts, Duane Morris has seen increasingly positive results. In the Minority Law Journal's annual diversity survey of the nation's largest 260 firms, Duane Morris continued to improve its regional and national ranking, rising to number 136 of all firms surveyed. Our strides in Philadelphia are encouraging; in a city known for both the racial diversity of its population and the lack thereof in its law firms, Duane Morris is one of only two law firms to exceed the national average of minority partners at all law firms. Additionally, Duane Morris leads all national law firms based in Philadelphia in the number of Latino partners. Nearly 30 percent of all of our attorneys are women, and more than 20 percent of our partners are women.

In our approach to diversity, progress in racial, gender and cultural diversity cannot be measured in numbers alone. Duane Morris has focused our diversity initiatives on both increasing the number of diverse associates and addressing the challenges diverse attorneys face in building lasting careers and rising to senior and leadership positions. While several of our key practice groups are led by diverse partners and female partners, Duane Morris endeavors to create a culture which will foster a deep pool of such attorneys who can then develop into the firm's future leaders. Duane Morris understands that simply hiring diverse associates will not change the diversity of the firm; Duane Morris is working to mentor and retain diverse associates so that our progress in racial, gender and cultural diversity is also reflected at the highest levels of leadership within the firm.

Our progress on gender diversity has been profound. We have no glass ceilings: women hold positions of leadership at all levels of management at the firm. Women lead a number of our key practice groups, including our Energy, Immigration and International practices, and serve on the firm's Executive Committee. The success of our female attorneys at Duane Morris has not gone unnoticed. Barbara Adams was chair of the firm's Finance Practice until her appointment by Pennsylvania Governor Edward Rendell to serve as General Counsel of the Commonwealth. In 2004, our longtime General Counsel, Gene E.K. Pratter, was approved by the United States Senate and is now a judge for the U.S. District Court for the Eastern District of Pennsylvania.

Our efforts to improve diversity extend beyond our firm's walls. The chair of our Diversity Committee, Nolan N. Atkinson, Jr., recognized the lack of diversity in Philadelphia's legal community and formed the Philadelphia Diversity Law Group. Nolan now serves as the chair of the organization, a consortium of 25 law firms and corporations that commits to employing at least one diverse first-year law student each as a summer associate. From this program, law students of diverse backgrounds gain access to what was once an exclusive legal community, and now have the opportunity to learn and develop their legal careers with experience at Philadelphia's top law firms.

In addition to our involvement in the Philadelphia area, Duane Morris has increased our presence at national conferences and events focused on diversity. We sponsor the Hispanic National Bar Association and its job fair. Duane Morris is also a longtime supporter and sponsor of the Equality Forum, a national gay and lesbian rights organization. Duane Morris continues to sponsor the Minority Corporate Counsel Association, and is active in other associations of diverse attorneys including: the Asian American Bar Association of the Delaware Valley; the Charles Houston Bar Association; Cuban Bar Association; Korean American Lawyers Association; National American Indian Housing Counsel and the National Bar Association.

The challenge of improving gender, ethnic and cultural diversity at Duane Morris is an ongoing effort that has the support of the entire firm. Duane Morris has been at the vanguard in supporting gender diversity throughout the firm beginning a generation ago. Our diversity programs are leading to similar success in improving racial and national origin diversity at Duane Morris. But even as we share these examples of Duane Morris attorneys and our involvement in numerous legal events, associations and programs for diversity, our hope is that such examples will no longer be necessary to mention in the future. We hope that through our efforts, and the efforts of other law firms, these stories become so common that they are no longer the remarkable accomplishments they are today, but simply routine aspects of the legal world tomorrow.