Commercial Real Estate Transactions

Commercial Real Estate Acquisitions, Dispositions, Options, Commercial Leasing, Ground Leasing, Sale-Leasebacks.
We represent buyers and sellers in the acquisition and disposition of commercial, office, retail, and industrial properties from preparation of letters of intent, options, purchase agreements, escrow instructions, disclosures, inspection reviews, assignments and acquisition financing through close of escrow and post closing transactions. We represent landlords and tenants in commerial, retail and office leasing, tenant improvement/work letter agreements, mortgageable lease provisions, subordination and attornments, assignments, subleases, cancellations, terminations, buy-outs, expansions, rights of first offer and first refusal. We also negotiate and draft ground leases and sale-leaseback transactions.

Real Estate and UCC Secured Financing.
We negotiate financing agreements and collateral documents on behalf of real estate and business borrowers for loans secured by real estate, asset based UCC financing agreements and mixed collateral and draft and negotiate secured personal guarantees and letters of credit for loans and for lease obligations and security deposits.

Sophisticated Private LLCs For Commercial Real Estate Development and Investment.
We represent U.S. and foreign business and personal associates and family members in structuring and organizing sophisticated privately owned limited liability companies for commercial real estate development, construction and investment. We negotiate, draft and implement LLC operating agreements and counsel and represent the company in transactions including initial and post organization contributions, allocations, revaluations, liquidating and non-liquidating distributions, dissolutions, redemption of membership interests and general governance and business operational transactions.

International Acquisitions and Investments in Commercial Properties.
When international persons or entities who are not U.S. tax residents intend to purchase or invest in a U.S. commercial property, there are various alternative ways they can structure and directly or indirectly own and hold title to the property with pragmatic, gift and estate planning and U.S. income tax issues associated with each structure. We counsel international clients on the alternatives and represent them in the purchase or investment transaction and, when applicable, establishing and implementing a U.S. blocker corporation as part of the ownership structure.

Real Estate Portfolio Acquisitions, Dispositions and Management.
With Earle Goodman's experience as General Counsel and General Partner of a limited partnership with a portfolio of over 800 properties, we have a specific focus representing portfolio owners in the sale or other disposition of their real estate portfolio inventory by individual property sales, by bulk package asset dispositions and by the sale or merger of the company itself as an alternative to the sale of its real estate properties. We represent buyers acquiring real estate portfolios by direct asset purchases and by acquisition of or merger with the LLC owning the portfolio. We provide ongoing legal management to portfolio companies.

Letters Of Intent, Non-Disclosure Agreements.
To protect the confidentiality of the identities of parties to residential and commercial real estate transactions and the confidentiality of the information exchanged in the negotiations and thereafter, when appropriate we prepare Mutual Nondisclosure Agreements which can be drafted as a separate contract or combined with binding or non-binding Letters Of Intent.

Tax Deferred 1031 Exchanges, Multi-Property Exchanges.
We represent parties in tax-deferred 1031 exchanges involving residential investment and rental properties and commercial real estate, including reverse and construction exchanges, multi-property exchanges and exchanges with installment sales.

Commission and Finder Fee Agreements.
We represent properly licensed real estate brokers and agents and unlicensed finders in connection with contracting for and securing compensation for bringing a buyer, seller, tenant or joint venturer to a real estate transaction or arranging for real estate financing. This includes receiving compensation at the close of escrow or at the back end of the project.

Oil, Gas and Mineral Interests.
Many landowners wish to retain oil, gas and mineral interests in a property when it is sold or separate the mineral estate from the surface estate for economic reasons. We have prepared many deeds for the conveyance of mineral estates for the purpose of separating mineral estates from surface estates and we often deed those mineral interests to a newly formed separate LLC owned by the same parties in the same percentage interests as they own the surface estate. This separates the mineral estate into a separate parcel which is then retained by the seller/grantor when the surface estate is sold. Alternatively, when the surface estate is sold or otherwise conveyed, we include in the conveyance deed a reservation of the mineral estate in the seller/grantor. This also separates the two estates with the mineral estate remaining with the seller/grantor.