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Real Estate M&A and REIT Transactions 2015


Speaker(s): Adam Feuerstein, Adam O. Emmerich, Ana Cristina Arumi, Bartholomew A. Sheehan, III, Brandon J. Moore, David W. Bonser, Donald P. Casey, Gil Menna, Gordon F. DuGan, Guy A. Metcalfe, James J. Hanks, Jr., James M. Barkley, Jenny B. Neslin, Karen F. Turk, Kathleen Werner, Kevin Gannon, Lauren Prevost, Matthew J. Lustig, Michael Bilerman, Michael Brody, Michael E. McTiernan, Michael J. Graziano, Robin Panovka, Rosemarie A. Thurston, Sarah E. Ralph, Shirley Goza, Sonia Gupta Barros
Recorded on: Jan. 21, 2015
PLI Program #: 57604

Rosemarie Thurston is a partner and leads the firm's REITs Team. Ms. Thurston represents numerous REITs in their structuring and formation, public securities offerings, private placements, mergers and acquisitions, joint ventures, roll-ups, and ongoing securities law compliance. Ms. Thurston regularly advises executive officers, boards of directors and board committees on corporate governance matters, including compliance with the Sarbanes-Oxley Act of 2002, New York Stock Exchange rules and general “best practices” for reporting companies. Ms. Thurston also counsels broker-dealers on compliance with applicable regulations of the Financial Industry Regulatory Authority (FINRA) in connection with the distribution of securities.

Ms. Thurston is a frequent speaker at national conferences on legal issues relevant to the REIT and investment fund industry. She has been featured in 2013 and 2014 Chambers USA: America's Leading Lawyers for Business and 2013 and 2014 Chambers Global: The World’s Leading Lawyers for Business, in each case in the category of Capital Markets: REITs. She been lead counsel for some of the largest public REIT merger transactions completed in recent years.


James Barkley currently serves as General Counsel of Indianapolis-based Simon Property Group, Inc., an S&P 100 company and the largest retail real estate company in the world.  The Company currently owns or has an interest in approximately 230 retail real estate properties in North America, Europe and Asia.

Mr. Barkley received his B.S. degree from Indiana University in 1974 and was awarded a J.D. degree from the Robert H. McKinney of Law in 1977.  Mr. Barkley joined Simon in 1978 as a staff attorney and was named Assistant General Counsel in 1984.  In 1992 he was named General Counsel of Melvin Simon & Associates, Inc. and was appointed General Counsel and Secretary of Simon Property Group, Inc. at the time of its formation in 1993.

Mr. Barkley is a member of the Indianapolis and Indiana State Bar Associations and was elected in 1991 to the American College of Real Estate Lawyers.  Mr. Barkley previously served on the Board of Directors of the Indiana Chamber of Commerce and currently sits on the Robert H. McKinney School of Law Board of Visitors.  He is a frequent lecturer, speaker and panelist on legal issues as they relate to public real estate companies.

Mr. Barkley resides with his wife Cindy in Indianapolis, Indiana.


Adam O Emmerich focuses his practice primarily on mergers and acquisitions, particularly in the REIT and publicly traded real estate areas, as well as on corporate governance and securities law matters. His practice includes a broad representation of public and private enterprises in a various industries throughout the United States and globally, in connection with mergers and acquisitions, divestitures, spin-offs, joint ventures and financing transactions. He also has extensive experience in takeover defense and corporate governance matters.

Adam is recognized as an expert in corporate governance, in M&A, and in real estate by Who's Who Legal; as one of the 500 leading lawyers in America by Lawdragon; as one of the world's leading lawyers in the field of mergers and acquisitions in the Chambers guide to the world's leading lawyers; and as an expert both in corporate governance and in M&A by Euromoney Institutional Investor's Guides, respectively, to the World's Leading Corporate Governance Lawyers and Mergers and Acquisitions Lawyers.

Adam has represented the leaseholders of the World Trade Center in their rebuilding and insurance matters since 2001.  He is representing The Special Committee of Starwood Waypoint Residential Trust in its merger with Colony American Homes and internalization of its manager, to create a combined company that will manage over 30,000 homes and have an aggregate asset value of $7.7.  He represented WP Glimcher in the formation of its $1.625 billion joint venture with O'Connor Capital Partner; Washington Prime Group in its $3.4 billion acquisition of Glimcher Realty; Klépierre S.A. in connection with its $9.68 billion acquisition of Corio N.V; Sunrise Senior Living in connection with its sale to Health Care REIT, the sale of the Sunrise management company to KKR, Beecken Petty and Health Care REIT, and various related financing matters and buy-outs of joint venture partners, in transactions involving total investment by Health Care REIT of $4.3 billion; AMB Property Corporation in its $15 billion merger with ProLogis, to create a REIT with combined assets owned and under management of $46 billion; Simon Property Group in its €1.5 billion acquisition of a 28.7% equity stake in Klépierre from BNP Paribas, in its $31 billion offer for General Growth Properties' bankruptcy proceeding, in its $2.3 billion acquisition of Prime Outlets, and in its $4.5 billion bid to acquire Capital Shopping Centres Group in the UK; Tishman Speyer and Lehman Brothers' $22.2 billion acquisition of Archstone-Smith; Ventas' $2 billion acquisition of Sunrise Senior Living REIT; The Mills' $7.9 billion sale to Simon/Farallon; Innkeepers USA's sale to Apollo; Starwood and Walton Street's $39.2 billion bid with Vornado for EOP; the Morgan Stanley/Onex acquisition of Town & Country Trust; Public Storage's proposed acquisition of Shurgard; Taubman Centers' successful defence of a hostile takeover attempts by Simon Property Group; the acquisition by Hometown America of Chateau Communities; the sale of Security Capital to GE; Security Capital's acquisition of Storage USA; public offerings by Security Capital of stock in Archstone and CarrAmerica; Security Capital's merger with Security Capital European Realty; Avalon's merger with Bay; the restructuring of the Taubman UPREIT and the exchange of the GM Pension Trust's 37% interest in the Taubman OP; Security Capital's acquisitions of large stakes in Carr Realty, Storage USA, Regency Realty and related matters, including the merger of Regency Retail and Pacific Retail Trust.

After serving as a law clerk to Judge Abner J. Mikva, of the United States Court of Appeals for the District of Columbia Circuit, Adam joined the firm in 1986 and was named partner in 1991. He attended Swarthmore College and The University of Chicago, from which he received his J.D. with honors. While at the University of Chicago, Adam served as topics and comments editor of The University of Chicago Law Review, was elected to the Order of the Coif, and was the recipient of an Olin Fellowship in law and economics. He is a frequent author and speaker on topics relating to mergers and acquisitions and corporate governance, including at MIT’s Sloan Convocation and on India’s CNBC-TV18.

Adam is co-chair of the International Institute for the Study of Cross-Border M&A, co-chair of the advisory board of New York University’s REIT Center for the Study of Public Real Estate Companies, and a member of the American Law Institute.  He has served as co-chair of the NYU Real Estate Institute’s Annual Symposium on REITs since its inception. He is a member of the Corporate Academic Bridge Group of the NYU Pollack Center for Law & Business, and a frequent contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation. Adam serves on the board of directors of the American Friends of the Israel Museum, and as president of the Friends of the Israel Antiquities Authority and also of the Friends of Rambam Medical Center.  He was previously a member of the board of directors of the Lawyers Alliance for New York, the Visiting Committee of the University of Chicago Law School, The Ramaz School and co-chair of the Young Lawyers Division of the UJA-Federation in New York.

Adam lives in Manhattan with his wife, two daughters and son.


Brandon J. Moore serves as Senior Vice President, General Counsel and Secretary of Gaming and Leisure Properties, Inc., the first gaming-focused real estate investment trust. Mr. Moore oversees the legal and compliance affairs of the corporation, including matters relating to corporate governance, finance, securities, material acquisitions, labor and employment matters, risk management and litigation management.  Mr. Moore joined Gaming and Leisure Properties, Inc. after serving as Vice President and Senior Corporate Counsel for Penn National Gaming, Inc.  In his role with Penn National, Mr. Moore provided general advice to management and board members on matters relating to corporate governance, acquisitions and securities. He reviewed and negotiated material agreements at both the corporate and property levels, and assisted with SEC compliance and related matters. Mr. Moore was part of a small senior management team that led the tax-free spin-off of Gaming and Leisure Properties from Penn National Gaming, Inc. effective November 1, 2013.  The spin-off was an intensive three-year project that involved the Internal Revenue Service, the Securities and Exchange Commission and numerous state gaming and racing agencies.

Mr. Moore joined Penn National Gaming, Inc. from Ballard Spahr, LLP, where he provided legal advice on matters involving mergers and acquisitions, corporate governance, securities law, project finance and business development.

Mr. Moore received a B.S. in Finance from the Pennsylvania State University, Smeal College of Business, and a J.D. from the University of Pennsylvania School of Law.


Cristina Arumi is a principal in the Ernst & Young’s National Tax Department and resides in Washington, DC.  Cristina is a member of the National Real Estate and Partnerships group, with a particular focus on tax advice related to real estate transactions.

Cristina regularly advises both public and private real estate investment trusts (REITs), including mortgage REITs, closely held real estate companies, real estate funds, and non-US real estate investors on a variety of matters. Cristina has worked on multiple transactions involving mergers and acquisitions, the formation and initial public offering of UPREITs, REIT conversions, roll-up transactions, downREIT transactions and public debt and equity offerings. Cristina also advises a number of REITs on ongoing operating matters, including compliance with tax protection agreements in the course of subsequent transactions and refinancings; and has extensive experience representing clients in requests for private letter rulings from the IRS, as well as experience representing REITs and taxable REIT subsidiaries undergoing IRS audits.

Cristina advises non-U.S. clients – individuals, foreign pensions and sovereign investors – of the U.S. tax implications of investments and operations in the United States, including the Foreign Investment in Real Property Tax Act (FIRPTA). She also advises both U.S. and non-U.S. clients regarding U.S. tax implications of a variety of cross-border transactions. 

Before joining Ernst & Young LLP in July 2013, Cristina was a partner and the global leader of the Tax Practice Area at Hogan Lovells.  During her 17 years at Hogan, Cristina advised on the tax aspects of many of the most complex and high profile real estate related transactions in the industry.  In addition, Cristina has worked with other corporate and partnership clients in numerous industries in connection with a variety of transactions, including taxable and non-taxable acquisition transactions, joint ventures, recapitalizations, and debt restructurings.

Cristina has made numerous speaking appearances at conferences hosted by the National Association of Real Estate Investment Trusts, the Practicing Law Institute and the American Bar Association.  Cristina received her B.A. from the University of North Carolina at Chapel Hill, her J.D. from Duke University School of Law, and her LL.M. from Georgetown University Law Center. She is a member of the Tax Section of the American Bar Association and a member of the

Government Relations Committee, National Association of Real Estate Investment Trusts.


Gil Menna is a partner in and serves as chair of Goodwin Procter’s Real Estate Capital Markets Group, as well as co-chair of its REITs Practice. Mr. Menna also participates in the firm’s M&A/Corporate Governance, Capital Markets, Private Investment Funds and Tax Practices. He is a former member of Goodwin Procter’s Management and Executive Committees.

Mr. Menna represents many of the nation’s leading publicly traded real estate operating companies in connection with their merger and acquisition, corporate finance and corporate governance matters. In addition to his extensive knowledge of the public REIT industry, he also has significant experience representing a variety of real estate investment managers in connection with their private equity capital, merger and acquisition and portfolio acquisition transactions.

Mr. Menna is widely recognized as one of the nation’s leading REIT attorneys. In 2010, he was honored with NAREIT’s Lifetime Achievement Award for his outstanding contributions to the REIT industry. He has also been selected for inclusion to the Lawdragon 500 and is annually recognized as a “Star Individual” by Chambers USA: America’s Leading Lawyers for Business.

For the past eight years, Mr. Menna has captained Team Goodwin Procter in the Pan-Mass Challenge, a charity bike ride which raises money for the Dana-Farber Cancer Institute. In that time, Goodwin Procter has raised over $670,000 for cancer research and treatment.

Work for Clients

Since 2005, Mr. Menna has been involved on behalf of the firm’s clients in structuring and executing REIT transactions totaling in excess of $140 billion, with more than $120 billion in M&A transactions and $20 billion in equity and debt securities offerings.

Most recently, he has represented:

  • Paramount Group Inc. in connection with its $2.6 billion IPO, the largest IPO in the REIT industry ever
  • Essex Property Trust in its $15.4 billion merger with BRE Properties, creating the third-largest multifamily REIT in the country
  • MAA (Mid-America Apartment Communities, Inc.) in its $8.6 billion acquisition of Colonial Properties Trust, Inc.
  • Cole Credit Property Trust II in its $7.1 billion acquisition by Spirit Realty Capital, Inc.
  • AvalonBay Communities, Inc. in its $16 billion acquisition (in joint venture with Equity Residential) of Archstone Enterprise LP
  • CreXus Investment Corp in its $ 1 billion acquisition by Annaly Capital Management, Inc.

Professional Activities

Mr. Menna is a Board Associate member of NAREIT, and a member of the Real Estate Roundtable and the board of directors of New York University's Real Estate Institute's REIT Center.

He is an adjunct professor and lecturer in law at Columbia University, where he teaches a course on real estate M&A and restructurings.

Mr. Menna has written and lectured extensively on topics in real estate securities and mergers & acquisitions, as well as on tax law issues facing the real estate capital markets industry.

Recognition

In connection with the 50th anniversary of the legislation that established the REIT, Mr. Menna was honored by NAREIT with its Lifetime Achievement Award. Mr. Menna is also listed in the Lawdragon 500, Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business and U.S. News-Best Lawyers. In addition, he has been cited frequently in the legal press and was previously selected for inclusion in The American Lawyer’s “Forty-five Under 45” – a list of young lawyers “who are making their mark today and will lead the profession tomorrow.”

Education

  • M.L.T., Georgetown University, 1983
  • J.D., Georgetown University Law Center, 1982
  • B.A., Syracuse University, 1978 (magna cum laude, Phi Beta Kappa)

Bar and Court Admissions

Mr. Menna is admitted to practice in California, Massachusetts and New York.


Gordon F. DuGan
Chief Executive Officer, Gramercy Property Trust
Chairman, Gramercy Europe

Gordon F. DuGan is Chief Executive Officer and a Director of the Board of Gramercy Property Trust. Gordon also serves as Chairman of Gramercy Europe, a real estate investment fund manager focused on single-tenant net leased property throughout Europe.  Prior to joining Gramercy, Gordon spent 22 years at W. P. Carey & Co., where he was promoted to President in 1999, Co-Chief Executive Officer in 2002 and Chief Executive Officer in 2005. During his tenure at W.P. Carey, he oversaw the growth of that company’s assets from approximately $2.5 billion to $10 billion.

Gordon has been active over the years in his community and in the real estate industry. He is a member of the Council on Foreign Relations and serves on the board of The Innocence Project and the Advisory Board of India 2020, Limited – a private equity firm investing in India. He previously served on the Board of Governors of the National Association of Real Estate Investment Trusts and has appeared in numerous media outlets, including Forbes, Institutional Investor, The Wall Street Journal, BusinessWeek and Bloomberg.

Gordon received his Bachelor of Science in Economics with a concentration in Finance from the Wharton School of the University of Pennsylvania.


Karen Turk is a partner in the firm's Tax Practice. Ms. Turk's practice has included work on mergers and acquisitions, spin-offs, reorganizations, joint ventures and international transactions. She has also assisted with the formation and operation of real estate investment trusts and investment funds. Ms. Turk joined Goodwin in 1999.

PROFESSIONAL ACTIVITIES 

Ms. Turk is a member of the Boston, American and New York State Bar Associations.

AREAS OF PRACTICE

Real Estate Tax Tax

Hedge Funds


Kathleen L. Werner is a partner of Clifford Chance and will become co-leader of the firm's Capital Markets practice in the Americas region effective January 1, 2015. 

Ms. Werner primarily represents companies and investment banks in capital markets and mergers and acquisitions transactions.  Her clients include public and private companies in the financial services, real estate and media industries.  She acts as regular outside corporate and SEC counsel to many of her clients. In addition, Ms. Werner regularly represents investment banking firms acting as underwriters and initial purchasers in public and private securities offerings.

Ms. Werner’s transactional experience includes initial public offerings, follow-on equity offerings, investment grade debt offerings and high-yield debt offerings. She also regularly represents her corporate clients in their merger and acquisition activities.

Ms. Werner and Clifford Chance’s Band 1-rated REIT practice have been recognized as leaders in the REIT industry by Chambers USA and Chambers Global.

Ms. Werner earned a BA cum laude in 1988 from St. Joseph’s University and a JD cum laude in 1991 from Georgetown University Law Center. She is admitted to practice in New York. She is also a trustee of The New York Foundling.

Ms. Werner has been a partner with Clifford Chance since 2000 and is based in its New York office.


Lauren B. Prevost is a partner in the Corporate, Securities and Real Estate Capital Markets Practices at Morris, Manning & Martin, LLP. Ms. Prevost represents public and private companies in high growth industries, particularly commercial real estate and technology. Her practice is focused on the areas of corporate finance, federal securities law compliance, FINRA registration, blue sky law compliance, mergers and acquisitions and general corporate representation.

Ms. Prevost represents clients in structuring and consummating complex corporate transactions, including public offerings, private placements, mergers, acquisitions, restructurings and reorganizations. She has significant experience in representing issuers, underwriters and selling shareholders in connection with initial public offerings and follow-on offerings.  In recent years, she has devoted most of her time to developing complex real estate investment funds for both institutional and retail investors.  Ms. Prevost has guided private companies and their boards of directors through the initial public offering process, on-going reporting requirements and stock exchange requirements, as well as through the business and corporate governance issues encountered by a newly created public company.

Ms. Prevost is ranked nationally as a top lawyer for Capital Markets and REITs by both Chambers USA: America's Leading Lawyers for Business and the Legal 500. She is a member of the National Association of Real Estate Investment Trusts (NAREIT) and the Investment Program Association (IPA) and is a frequent speaker on topics relating to non-traded real estate investment trusts.  Ms. Prevost received her B.A. and J.D. degrees from the University of North Carolina, where she served as President of the Student Bar Association. 

Representative Transactions

  • Representation of real estate investment trusts (REITs) and real estate investment funds in public and private securities offerings totaling more than $13 billion
  • Representation of exchange listed companies and their boards of directors in securities compliance and corporate governance matters
  • Representation of issuers and investment banks in public equity financings
  • Representation of issuers and venture capital firms in private equity financings
  • Merger of a private technology firm with an international exchange listed technology concern

Honors & Affiliations
Listed, Chambers USA: America's Leading Lawyers for Business - Ranked Nationally as a top lawyer in Capital Markets (REITs), 2011 - 2014
Listed, Legal 500, Real Estate Investment Trusts (REITs), 2011 - 2013
Listed, The Best Lawyers in America, Corporate Law, 2013 - 2015
Peer-rated, Martindale-Hubbell
Member, Securities Committee of the Business Law Section, State Bar of Georgia
American Bar Association
National Association of Real Estate Investment Trusts (NAREIT)
Investment Program Association (IPA)


Matthew J. Lustig is Managing Partner of North America Investment Banking as well as Head of Real Estate at Lazard.  He is responsible for managing Lazard’s investment banking businesses across North America, while continuing to advise clients on strategic transactions in the real estate and lodging industries.

Separately, on behalf of Lazard and its post-IPO successors in the private equity investment business, Mr. Lustig oversaw multiple funds with over $2.5 billion of equity capital invested in real estate operating companies and properties, and had been Chairman of Atria Senior Living, Inc. as well as chairman or a director of several other public and private portfolio companies. 

Prior to joining Lazard in 1989, Mr. Lustig was with Drexel Burnham Lambert and Chase Manhattan Bank.

Mr. Lustig serves on the boards of Boston Properties, Inc. (NYSE:  BXP) and Ventas, Inc. (NYSE:  VTR).  He is a member of the Real Estate Roundtable and serves on the boards of Pension Real Estate Association, Larson Leadership Initiative at the Urban Land Institute, The Samuel Zell and Robert Lurie Real Estate Center at the Wharton School of The University of Pennsylvania and the Paul Milstein Center for Real Estate at Columbia Business School; he is also a member of the Council on Foreign Relations and serves on the Board of Visitors at the School of Foreign Service at Georgetown University, his alma mater.

Georgetown University, School of Foreign Service, BSFS.


Michael Brody is a member of the firm's Tax Department, and Chair of the firm's Retirement Committee. He has special expertise in issues relating to real estate investment trusts, and is global Co-chair of the firm’s REIT Industry Group.

Profile

Mr. Brody's practice focuses upon the taxation of partnerships and corporations, including REITs, in a variety of US and international contexts, including:

  • Partnership and corporate formation transactions
  • REIT roll-up, conversion and IPO transactions
  • Mergers and acquisitions
  • Securities offerings
  • Restructuring and insolvency work

Experience

Mr. Brody has represented numerous REITs, investment banks and property owners in a variety of REIT transactions including conversions of existing businesses into REITs, roll- ups, mergers and acquisitions, operational issues, public offerings, private placements, ruling requests and liquidations. He has also represented partnerships, including investment funds, which include private REITs in their investment structure.

Mr. Brody has advised on hundreds of security offerings, raising in excess of US$70 billion in proceeds for REITs.

Mr. Brody’s REIT experience includes work for the following REITs, either as counsel to the REIT or its investment bankers:

  • AMB Property Corporation (now Prologis)
  • American Assets Trust
  • Arden Realty
  • BRE Properties
  • Center Trust, Inc.
  • Chatham Lodging Trust
  • Corrections Corporation of America
  • CyrusOne, Inc
  • Digital Realty Trust
  • Douglas Emmett
  • HCP, Inc.
  • Hudson Pacific Properties
  • InfraREIT, Inc.
  • Kilroy Realty
  • Kimco Realty
  • MPG Office Trust
  • National Golf Properties
  • National Storage Affiliates
  • Pan Pacific Retail Properties
  • Parkway Properties
  • Realty Income Corporation
  • Rexford Industrial Realty
  • Spirit Realty Corporation
  • Sunstone Hotel Investors
  • Tanger Factory Outlet Centers

Education

JD, University of Iowa College of Law, 1984, Order of the Coif

BBA, University of Iowa, 1981

Bar Qualifications

California

Languages

English

Recognition Highlights

Ranked Band 1 in Capital Markets: REITs – Chambers USA 2012-2015

Named a "Leading Lawyer" for REITs – The Legal 500 US 2015

Mr. Brody is regularly recognized as a leading attorney, including by Chambers USA for domestic tax work, by Chambers USA and The Legal 500 US for his work with REITs and by the International Tax Review in the World Tax Guide.

Chambers USA writes that Mr. Brody is "phenomenal tax REIT expert", "exceptionally bright, practical and pragmatic," "considered by some to be the preeminent REIT tax attorneys in the USA" and "an incredible lawyer who thinks and analyses problems like no one else."

Recognized as an "acclaimed tax specialist advising an array of leading clients on issues including M&A, securities offerings and financing." - Chambers USA 2015

Described as a "top practitioner in the space," "REIT god" and "great to work with and great to work against." - Chambers USA 2015


Michael McTiernan has spent two decades focused almost exclusively on corporate and securities matters related to REITs and other real estate companies.  With extensive experience both at the SEC, including as head of the SEC’s REIT group, and in private practice, Michael provides his real estate company and underwriter clients a uniquely broad perspective on securities law, corporate finance and corporate governance matters related to real estate companies.

Michael’s practice focuses on advising traded and non-traded REITs and underwriters in a wide variety of corporate and securities matters, including initial public offerings, follow-on offerings, mergers and acquisitions, SEC reporting, corporate governance and broker-dealer due diligence reviews.

After serving as an Assistant Director at the SEC, where he played a leading role in developing all of the SEC's recent interpretive guidance for REITs, Michael joined Hogan Lovells as a partner in 2013.  Michael is recognized by Chambers USA as one of the nation’s leading REIT lawyers and regularly speaks on REIT-related matters at industry conferences.  He is a member of the National Association of Real Estate Investment Trusts (NAREIT), the Investment Program Association (IPA), and the American Bar Association (ABA).


Robin Panovka co-heads Wachtell Lipton’s Real Estate and REIT M&A Groups.  He focuses principally on M&A and strategic transactions across the real estate, REIT, hospitality, gaming and retail sectors, and also advises on general cross-border M&A and large-scale projects, including the redevelopment of the World Trade Center in Manhattan.  He was honored with NYU’s Urban Leadership Award in 2015.

Robin has been named one of the Lawdragon 500 Leading Lawyers in the U.S., and is consistently ranked as one of the leading REIT and real estate M&A lawyers by Chambers, Legal 500, Who's Who Legal and similar publications.  He has been featured in a number of publications for his leadership in real estate and M&A, including as an American Lawyer “Dealmaker".

He is the co-author of "REITs: Mergers and Acquisitions," a leading treatise published by Law Journal Press, and has authored many articles and papers on related subjects. He is co-chair of the NYU REIT Center and has served as an adjunct professor at Columbia Business and Law Schools and in NYU’s Masters in Real Estate Program.  He is a founding director of the International Institute for the Study of Cross-Border M&A (XBMA), a joint venture among Peking University, Cambridge and NYU. He speaks frequently on topics in his fields, including chairing annual conferences for the NYU REIT Center, Practising Law Institute and XBMA.  He is also active on a number of educational and non-profit boards, including the boards of Duke Law School, Harlem Educational Activities Fund (HEAF), and NYU’s Real Estate Institute; is a fellow of the American Bar Foundation and the American College of Real Estate Lawyers; and serves on the Cornell University Council.

Robin was heavily involved in the redevelopment of the World Trade Center for more than a decade following its destruction on September 11, 2001, including negotiating the master plan for the redevelopment, and the related “footprint swap,” chronicled in the Cornell Real Estate Review, American Lawyer Magazine and other publications.


Sarah Ralph advises clients on a wide range of federal income tax planning matters, including REIT conversions, acquisitions, dispositions and operational planning; partnership transactions; mergers, acquisitions and dispositions; reorganizations; private and public securities offerings; financings; foreign investments in the U.S., including FIRPTA planning; private equity transactions; and issues involving tax-exempt organizations.

Ms. Ralph has worked with numerous REIT clients in transactional and operational planning, including Alexandria Real Estate Equities, Inc.; Arbolada Capital Management; Apartment Investment and Management Company (AIMCO); Crown Castle International Corp.; CyrusOne; Essex Property Trust; The GEO Group, Inc.; Gyrodyne Company of America; Outfront Media; Penn National Gaming, Inc.; SBA Communications Corporation; S.L. Green Realty Corp.; and Westfield America Inc. Ms. Ralph also has assisted numerous clients obtain private letter rulings from the IRS, including several private letter rulings regarding novel REIT issues. In addition to acquisitions and other transactional work, Ms. Ralph represents U.S. and international corporations and investment banks in connection with public offerings of debt, equity and other financial instruments.

Ms. Ralph frequently lectures on tax-related topics, including in programs sponsored by the American Bar Association, New York University Institute on Federal Taxation, the Practicing Law Institute, the Tax Executives Institute and other organizations.

In 2016, Ms. Ralph was named the Rising Star for tax at Euromoney Legal Media Group’s fifth annual Americas Women in Business Law Awards.


Shirley Goza is General Counsel for QTS Realty Trust, Inc. (NYSE: QTS), one of the largest and fastest-growing data center and cloud services providers in the nation. Ms. Goza has served as General Counsel of QTS and its predecessor since 2006.  She has more than 30 years of experience as a practicing attorney and law professor.  Prior to joining QTS, Ms. Goza co-owned and operated Focus Trial and Settlement Solutions, a company that facilitated mock trials for trial attorneys, and served as managing partner.  Ms. Goza previously was a partner with the law firm Shook, Hardy & Bacon, one of the premier litigation defense firms in the United States.  In addition to a robust litigation practice, she taught Civil Procedure, Complex Litigation, Advanced Litigation Drafting and Legal Research and Writing at the University of Missouri – Kansas City School of Law and taught Torts II as a visiting professor at the University of Kansas School of Law.

Ms. Goza has been published on a number of topics, has an AV rating from Martindale Hubbell and has received a number of awards including Who’s Who of American Women, Outstanding Women of America, the Kansas City Business Journal award for “Women Who Mean Business” and the Kansas City Magazine’s “Super Lawyer” award.

Shirley also is involved in a variety of charitable activities, including the University of Kansas National Merit Scholarship Fundraiser, University of Kansas Law School Alumni Association Board of Directors, Chairperson, Leukemia and Lymphoma Society Auction, and the Women’s Employment Network.


BARTHOLOMEW A. SHEEHAN, III, a partner in the New York office of Sidley Austin LLP, focuses on the representation of underwriters and issuers of publicly and privately offered debt and equity securities, with an emphasis on companies in the real estate and energy industries, particularly real estate investment trusts ("REITs"). In addition to securities offerings, his practice includes consultation with clients regarding corporate governance matters and public company reporting obligations. Mr. Sheehan is also active in representing pooled investment entities, such as hedge funds and private equity partnerships and their managers.

Mr. Sheehan has served as underwriters' counsel on numerous REIT financings, including financings for Acadia Realty Trust, CBL & Associates Properties, Inc., Campus Crest Communities, Inc., Education Realty Trust, Inc., Equity LifeStyle Properties, Inc., Federal Realty Investment Trust, First Potomac Realty Trust, Government Properties Income Trust, Hospitality Properties Trust, Kimco Realty Corporation, LaSalle Hotel Properties, Pebblebrook Hotel Trust, RLJ Lodging Trust, Select Income REIT, Spirit Realty Capital, Inc., Weingarten Realty Investors and W.P. Carey Inc. In the energy area, Mr. Sheehan has represented underwriters in connection with numerous financings for Duke Energy Corporation and its subsidiaries.

Mr. Sheehan is recognized by Chambers USA as a leading lawyer in Capital Markets – REITS and by Legal 500 USA in Capital Markets: Equity Offerings, Debt Offerings and in Real Estate Investment Trusts.  Mr. Sheehan is also a trustee of the Brooklyn Academy of Music.

 


Mike is co-head of the Global Real Estate Investment Banking business and serves as a strategic advisor to a number of private and publicly traded real estate companies with regard to mergers and acquisitions, capital raising and general corporate finance matters. He joined Goldman Sachs in 1988 and has spent over 25 years focused on the real estate business. He was named managing director in 2000 and partner in 2006.

Mike is a member of the National Association of Real Estate Investment Trusts, The Real Estate Roundtable and the Urban Land Institute, and is on the board of the International Council of Shopping Centers.

Mike earned an MBA from the Wharton School of the University of Pennsylvania and a BS, magna cum laude, from Georgetown University.


Mr. Gannon serves as Managing Director of Robert A. Stanger & Co., a nationally recognized investment banking and valuation firm specializing in real estate. Stanger’s Valuation Group conducts securities, business and asset valuations. On an annual basis, Stanger appraises in excess of $3 billion of domestic and international real estate assets for Non-Listed REIT reporting and in connection with merger, acquisition and consolidation transactions. In addition, Stanger is one of the largest providers of valuations of non-listed securities in the United States, valuing more than $50 billion of partnership, REIT, and closely held business securities annually for major New York Stock Exchange member firms, broker-dealers and bank trust departments. 

Mr. Gannon directs the firm's activities, including mergers and acquisitions, financing transactions, structuring of private and public equity offerings, valuations, litigation support and advisory services.  Mr. Gannon has been the lead banker on real estate consolidation and mergers and acquisition transactions involving over $40 billion of real estate and management company’s assets.  Mr. Gannon has also been active in the analysis, evaluation and sale of corporate, REIT and partnership investments in real estate, oil and gas, equipment leasing, agriculture, biotechnology, and food processing. 

 


David Bonser is Head of the firm's Equity and US Debt Capital Markets practice and focuses his practice on advising and representing public and private companies in a wide variety of corporate, securities, and partnership transactions.

David has advised issuers and underwriters in more than 100 public and private capital-raising transactions, including public and private equity and debt securities offerings and fund formations, with a particular emphasis on capital-raising efforts by real estate companies. His public company practice involves advice on general business issues and general securities law and reporting compliance matters, including compliance with the Sarbanes-Oxley Act, Dodd-Frank and NYSE corporate governance standards.

He also has extensive experience in public and private company merger and acquisition and joint venture transactions, serving as the primary counsel in M&A and joint venture transactions with an aggregate value in excess of US$20 billion in the last several years. He has a broad range of M&A and joint venture experience, having represented buyers, sellers (including special committees of public company targets), partners, and financial advisors.


Donald P. Casey is the General Counsel of Urban Edge Properties, a newly-public REIT consisting of shopping and retail center properties spun-off by Vornado Realty Trust in early January 2015.  Don was previously General Counsel in the Retail division of Vornado, helping Urban Edge prepare for the spin-off.

Don joined Vornado/Urban Edge from Wachtell, Lipton, Rosen & Katz, where, after graduating from Harvard Law School in 2006, he worked as an associate in the firm’s corporate department, primarily focusing on mergers and acquisitions, corporate governance and securities laws matters.  At Wachtell Lipton, Don represented clients in connection with mergers, acquisitions, divestitures, spin-offs, split-offs, IPOs, PIPEs, joint ventures and financing transactions in a variety of industries, including the REIT, private equity, healthcare, energy, telecommunications and gaming sectors.  Before law school, Don spent three years at Bear, Stearns & Co. Inc. as an analyst in the asset-backed securities department.


James J. Hanks, Jr. is a partner with the 600-lawyer firm of Venable LLP, with offices in Baltimore, Los Angeles, New York, San Francisco and Washington.  He received his A.B. from Princeton University; his LL.B. from the University of Maryland Law School, where he was an editor of the Maryland Law Review; and his LL.M. from Harvard Law School.  For a year after receiving his LL.B., Jim was law clerk to Judge Charles Fahy of the United States Court of Appeals for the District of Columbia Circuit.

Approximately 80% of all publicly traded REITs are formed under Maryland law.  Jim and his colleagues advise approximately 60% of this group, as well as privately-held REITs and other entities, on Maryland law in connection with REIT formations, equity and debt offerings, mergers and acquisitions, takeover defenses, stockholder litigation and corporate governance matters.  Jim has advised buyers or sellers in more than 250 mergers or acquisitions, many valued at more than U.S. one billion dollars (U.S.) each, including providing advice to Equity Office Properties Trust in its $40 billion sale to Blackstone, at that time the largest private equity buy-out and the largest real estate transaction in history; to The Hillshire Brands Company (formerly Sara Lee Corporation) in its sale to Tyson Foods, Inc. in 2014; and, in 2016, to the Special Committees of the Boards of Directors of Apollo Residential Mortgage, Inc. and JAVELIN Mortgage Investment Corp.  He has also represented parties in cross-border mergers and acquisitions, joint ventures and other transactions.  Jim regularly serves as independent counsel to boards of directors and board committees of REITs and other major U.S. corporations and as an expert witness in connection with significant transactions, stockholder litigation, conflicts of interest and corporate governance issues.  He also advises foreign governments on revision of their corporate and securities laws.

For over 20 years, Jim was a Visiting Senior Lecturer of Management at the S. C. Johnson Graduate School of Management at Cornell University and an Adjunct Professor of Law at Cornell Law School, where he has taught securities regulation, mergers and acquisitions and corporate governance.  Jim was also for many years a Senior Lecturer at Northwestern Law School, where he taught M&A and corporate governance.  In addition, he has taught short courses and classes in corporation law at various law and business schools in the United States, China, the Republic of Georgia, Guatemala, South Africa and Zambia.  From 1996 through 2014, Jim taught a course in U.S. and European corporate governance at the Cornell Law School-Université de Paris I (Sorbonne) Summer Institute in Paris and, from 2006 through 2015, a course in Corporate Law and Governance in the Northwestern Law School-Instituto de Empresa Executive LL.M. program.  During the Fall, 2003, he was Commerzbank Visiting Professor of Law at Bucerius Law School, in Hamburg, Germany, and has been a Visiting Professor of Law there for several years since then.

Jim is the author of the definitive 800-page treatise Maryland Corporation Law (published in 1990 and supplemented annually) and the co-author (with former Stanford Law School Dean Bayless Manning) of Legal Capital (Foundation Press, 4th ed. 2013).  He is also co-editor of the Handbook for the Conduct of Shareholders’ Meetings (1st and 2nd eds.).  Jim is the author of several law review articles and a frequent speaker on corporation law and governance issues, especially for REITs.  For more than 30 years, he has been actively involved in the revision of the Maryland General Corporation Law, the Maryland REIT Law, the Model Business Corporation Act, the Corporate Director’s Guidebook and the Fund Director’s Guidebook.  He is a member of The American Law Institute.

For many years, Jim has appeared in The Best Lawyers in America in three categories:  Corporate Governance and Compliance Law, Corporate Law, and Mergers and Acquisitions Law.  He is currently rated as a “Star Individual” by Chambers USA Legal Directory.  In 2008, he received the inaugural Lifetime Achievement Award of the Maryland State Bar Association Section of Business Law, which was subsequently named in his honor.  In 2012, he was the fifth (and first American) recipient of the Honorary Medal of Bucerius Law School, presented by the former Chancellor of the Federal Republic of Germany, Helmut Schmidt, and also was elected to first place in The Daily Record’s Leadership in Law Award for 2012.  In 2015, Jim received the Distinguished Graduate Award from the University of Maryland Law School.

Jim is thrilled to be married to Sabine Senoner, of Kitzbühel, Austria, and they have an utterly charming daughter, Maria Dorothy, age twelve, who will talk your head off in German or English.


Jenny B. Neslin is the associate general counsel and assistant secretary of NorthStar Asset Management Group Inc. (NYSE: NSAM), a global asset management firm.  NSAM currently sponsors and manages NorthStar Realty Finance Corp. (NYSE: NRF), a diversified commercial real estate company that is organized as a real estate investment trust (REIT), and three non-traded REITs: NorthStar Real Estate Income Trust, Inc., NorthStar Real Estate Income II, Inc., and NorthStar Healthcare Income, Inc.  Prior to joining NSAM in 2013, Ms. Neslin was a senior associate in the Capital Markets practice of Clifford Chance, the global law firm.  At Clifford Chance, Ms. Neslin’s practice focused on public and private capital markets transactions, and other general corporate transactions. She also advised real estate companies, private equity and other institutional investors, and investment banks in public and private capital markets transactions, including initial public offerings, follow-on equity offerings, at-the-market offerings, private securities offerings and closed-end fund offerings.  This experience included advising non-traded REITs and other direct participation programs in continuous offerings, ongoing disclosure and reporting obligations under U.S. federal securities laws, and other corporate governance matters.

Ms. Neslin earned a Bachelor of Music cum laude in 2004 from New York University and a Juris Doctor in 2007 from Benjamin N. Cardozo School of Law. She is admitted to practice law in New York.


Michael Bilerman, Managing Director, manages Citi’s Global real estate investment research franchise and heads the US real estate and lodging team with coverage of almost 80 real estate and lodging equity securities.  Michael and the Citi REIT team have consistently been ranked as a top team in external client polls including Institutional Investor and Greenwich Associates.  Michael has spent his entire career in real estate having joined Citi in August 2004 following 6 years at Goldman Sachs.  He began his career in Goldman's real estate investment banking department working in both New York and London and then became a senior analyst in Goldman's Investment Research department covering the REIT sector.  In June 2007, Michael was included in Institutional Investor's second annual "20 Rising Stars of Real Estate" feature, acknowledging up-and-coming real estate professionals who will likely set the trends in the rapidly changing real estate industry.  Michael was named to Institutional Investor’s All-America Research Team in 2008, a position he has held for the last 6 years straight.  Michael is an active member of the Real Estate Roundtable, the Pension Real Estate Association, NYU Shack Real Estate Advisory Board and NAREIT, including being a member of NAREIT's Real Estate Investment Advisory Board.  Michael has a Bachelor of Commerce with a double major in finance and strategic management from McGill University in Montreal, Canada.


Sonia Gupta Barros is an Assistant Director in the Division of Corporation Finance at the U.S. Securities & Exchange Commission in Washington D.C., where she oversees the Division’s Office of Real Estate and Commodities.  Ms. Barros joined the Division in 2004.  Prior to becoming Assistant Director, Ms. Barros served as Chief of the Division’s Disclosure Standards Office, where she was instrumental in building that Office, to assess the outcomes of filing reviews and assist the Division in enhancing its review program.  Prior to that, Ms. Barros served as Special Counsel in the Division, where she oversaw the Division’s review of numerous high-profile and complex securities offerings and transactions.  From 1997 to 2004, Ms. Barros practiced corporate and securities law at Altheimer & Gray LLP in Chicago, Illinois, and then at Hogan & Hartson LLP (now Hogan Lovells) in Washington D.C.  At both law firms, she specialized in compliance with securities laws and public company transactions.  She received her J.D. from the University of Chicago Law School, where she was Editor-in-Chief of the University of Chicago Legal Forum.  Prior to law school, Ms. Barros worked with public companies as a CPA in the audit practice at Deloitte & Touche LLP. 


Adam is PwC’s National Real Estate Tax Technical Leader and, in that role, helps clients navigate the complicated tax world in which we live.  Adam brings his experience, passion (yes, passion for tax) to help clients see the big picture from a tax perspective, while at the same time keeping an eye on the important details necessary to achieve the client’s particular objectives.  Clients often comment that Adam has a keen ability to convey complicated tax concepts and that he is approachable and easy to work with.

Adam has brought his practical business approach to assist many real estate investment trusts and pass-through entities that own real estate.  He has advised many public and private REIT clients through their life cycle.  Adam has worked on many REIT M&A transactions, conversions, IPOs and other securities offerings and regularly works with REIT clients to address their day-to-day tax matters.

Adam also regularly advises sponsors of, and investors in, real estate and other investment funds on a wide range of fund formation, investment and structuring matters including the use of REITs.  He brings the same practical business approach to provide guidance and counsel to some of the most well know fund families in connection with their acquisitions and to help design fund structures that address the various tax issues that affect fund sponsors and their investors. 

Adam not only has a passion for tax and providing assistance to clients but also enjoys mentoring younger tax professionals.  In that vein, Adam is an adjunct professor at the Georgetown University Law Center where he teaches a class on the Unrelated Business Income Tax in which he focuses on the income tax issues related to investments by tax exempt investors.

Adam graduated from Harvard Law School, cum laude, has a Masters in Public Policy from Harvard University’s John F. Kennedy School of Government and received his B.S. with honors from Cornell University.  Prior to coming to PwC, Adam was a tax partner at a large international law firm.

Adam is an active member in the Tax Policy Advisory Committee of the Real Estate Roundtable and the National Association of Real Estate Investment Trusts.  In Adam’s spare time, Adam enjoys spending time with his family, playing board games (which is morphing into online gaming with Words with Friends, Scramble with Friends and Hanging with Friends), tennis, bicycling and movies.


Guy Metcalfe is a Managing Director of Morgan Stanley and Chairman of Morgan Stanley’s real estate investment banking business with a presence in 5 continents and over 10 countries.  Guy has been at Morgan Stanley for 25 years and has advised real estate clients on over $300 billion of transactions and financings.

Guy is an active member of various real estate industry professional affiliations, including National Association of Real Estate Investment Trusts, Pension Real Estate Association, Asian Non-Listed Real Estate Vehicles and The Real Estate Roundtable where he recently served as Co-Chair of the Capital Policy Advisory Committee . 
Guy has served as an advisor to the New York City Partnership and the New York City Investment Fund, is an executive committee and board member of the Trey Whitfield School, an inner-city school in East New York, Brooklyn and Schools-That-Can, a network of high-performing inner-city schools serving low-income communities nationwide. 
Guy graduated with an undergraduate business degree from the University of Western Ontario in London, Ontario and lives in New York with his wife and two children.