Sheppard Mullin

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
   
• Condemnation
   
• 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
   
• Redevelopment
   
• 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.

Commercial Leasing

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
   
• Subleases
   
• Sale-leasebacks

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.

"As Sheppard Mullin continues to grow, it is important that we not lose sight of the need to recruit women, attorneys of color and others of diverse backgrounds."
-Guy Halgren, Chairman of the Executive Committee

At Sheppard Mullin, we make every effort to recruit the finest lawyers and nurture their talents. The firm recognizes the importance of diversity and the need to create a workplace of inclusion. We need ¿ and our clients demand ¿ a team of attorneys that is as diverse as our increasingly global client base. Achieving and maintaining diversity is key to great client service ¿ a core value of our firm. What distinguishes good intentions from results is a commitment by senior management to find the best attorneys possible coupled with the sincere belief that people with diverse backgrounds bring valuable attributes to the firm. At Sheppard Mullin, the Executive Committee, Diversity Committee, and the lawyers in each of our offices work hard to ensure that all attorneys who join our firm fit in seamlessly and are encouraged to succeed.

Members of our Diversity Committee include ethnically diverse attorneys and a representative from the firm's Executive Committee. Diversity Committee members have served on the Boards of the Anti-Defamation League, the Black Women Lawyers Foundation (Los Angeles), and the Charles Houston Bar Association (northern California). Women and minority attorneys participate on key committees of the Firm (Executive Committee; Compensation Committee; Diversity Committee; Recruiting Committee; Professional Personnel Committee; Associate Issues Committee). Four of the Firm's nine Office Administrative Partners are women, one of whom is African-American and another is multi-racial.

"Serving on the firm's Diversity Committee is one of the most important things I do. I firmly believe that we must be vigilant in our efforts to recruit talented women attorneys and attorneys of color. Our success in this area has a positive effect our firm's culture, practice and client relationships."
-Joan Story, Member Executive Committee and Diversity Committee

Below is a description of just some of our outreach efforts.

• The firm participates in and financially supports the California Minority Counsel Program and the ABA Minority Counsel Program, as well as several minority bar associations. These groups are dedicated to increasing access for and promoting and retaining minorities in the legal profession.
• The firm actively recruits law students of color, e.g., we participated in the National Black Law Students Association (NBLSA) of the Western Region job fair held at UCLA School of Law.
• Sheppard Mullin contributes to the Minority Corporate Counsel Association; California Women Lawyers; Queen's Bench; Black Women Lawyers Association of Los Angeles; and the National Black Law Students Association, among others.
• We actively participate with other major Los Angeles law firms in the Diversity Directors Roundtable, a group that is committed to promoting diversity in the legal profession and in our firms.
• The firm received the Law Firm Award from the Black Women Lawyers Association of Los Angeles Foundation for its strong commitment to the promotion of community and pro bono activities.
• Multicultural Law magazine named Sheppard, Mullin, Richter & Hampton LLP as one of "The 2011 Top 100 Law Firms for Diversity."
• Sheppard Mullin helped underwrite the production of a motion picture project entitled "Soul of Justice: The Life and Times of Thelton Henderson." The film chronicles the life of respected African-American jurist Thelton Henderson, a crusading civil rights litigator and role model.
• The firm signed the Bar Association of San Francisco's "No Glass Ceiling Initiative," BASF's "Minority Goals and Timetables," the New York County Lawyers' Association Diversity Statement, and the Los Angeles County Bar Association's Diversity Statement.

Much of our pro bono work relates to the diversity of the communities in which we practice; sample clients include:

• Constitutional Rights Foundation
• Domestic Violence Project, Los Angeles Bar Association
• Lawyers Committee for Civil Rights
• Task Force for the Women's Resource Fair, City of San Diego
• Tolerance Through Education Program, Beverly Hills Barristers Associations
• Violence Against Women Act Program, Legal Aid Foundation of Los Angeles

Awareness of diversity enables us to understand the value of differences. At Sheppard Mullin, we are committed to hiring top tier attorneys, without regard to race, ethnicity, gender or sexual orientation.