Real Estate & Capital Markets

At the crux of many real estate transactions is a joint venture or fund arrangement between project sponsors and investors. Parties to these arrangements require clear advice to ensure that their expectations regarding capital investment, management, distributions, and dissolution are met.

Our attorneys structure, negotiate, and document partnership, limited liability company, and fund arrangements between individual and institutional, domestic and foreign, and taxable and tax-exempt investors. Whether the arrangement calls for sharing profits on a simple percentage basis or under a multilevel internal rate of return waterfall, we ensure that the joint venture documents reflect our clients' investment expectations.

Our real estate fund practice includes legal services for the formation and administration of real estate funds, including real estate investment trusts, pension funds, private equity funds, and their operating subsidiaries. We counsel fund advisors, managers, and fiduciaries to carry out transactions consistent with their fund documents and investment mandates.

Commercial real estate and other lending structures require a delicate balance of the risk mitigation requirements of lenders with the business needs of borrowers. Achieving this balance can be especially difficult in an evolving credit market. Accordingly, a concrete knowledge of the rules and regulations applicable to debt financing transactions is essential.

Our attorneys have extensive experience in traditional mortgage financing, construction lending, mezzanine lending, securitized loan transactions, private placement financing, participating loans, preferred equity, portfolio financing, HUD lending, and lines of credit.

From the borrower’s perspective, we are cognizant of the need to ensure that the lending arrangement fulfills the capital needs of the project without unduly burdening the borrower’s ability to manage, lease, refinance, and sell the project. From the lender’s perspective, we provide prudent legal due diligence services, as well as loan documentation that meets the lender’s collateral, loan assumption, prepayment, reporting, insurance and other requirements.

The design, development, and construction process presents significant risks and rewards, and  requires complex interplay  among the owner, developer, lender, contractor, architect, and  other project professionals. Contract provisions must be carefully crafted  and coordinated across the panoply of construction and design documents.

McNaul Ebel has unparalleled experience representing all parties to major market development projects. Our attorneys negotiate and draft design, development, and construction contracts that define responsibilities clearly and allocate risks intelligently. We address issues relating to cost overruns, savings, value engineering, contingency, delay, force majeure, change orders, green building, insurance, indemnification, and termination. We have served as construction and development counsel for many landmark retail, office, multi-family, medical office, hotel, and convention center projects.

Real estate and ground leases, the building blocks of real estate value, are  a primary business asset—but they also contain liability landmines. If written poorly or administered without expertise, they can be the downfall of an otherwise sound real estate investment. For landlords, faulty leasing documentation can devalue a project by impairing financing and marketability, and by exposing the landlord to tenant improvement, environmental, accessibility, and premises liability.  For tenants, lack of attention or depth of knowledge can impair operations, increase costs, and limit growth. 

Our attorneys offer comprehensive management and leasing advice and documentation to landlords and tenants of office, destination retail, grocery-anchored retail, multifamily, industrial, and medical office projects. We pay close attention to market trends and best practices in management and leasing, and we listen carefully to our client’s needs before embarking on the necessary documentation.We have negotiated and drafted leases involving many national anchor tenants and Fortune 500 companies.

Before our clients put their acquisition funds to work, they require a thorough review of the legal landscape that will determine the success of their deal. Ourr attorneys provide a full range of acquisition and due diligence services to real estate developers, debt and equity funds, and portfolio and debt instrument purchasers. These services include:

• Preparation and negotiation of purchase and sale agreements, brokerage agreements, access agreements, and closing documents
• Comprehensive analysis of title insurance reports, underlying title exceptions, and ALTA surveys, including easements, covenants, restrictions, recorded zoning documents, and other encumbrances
• Title insurance pro forma and final title policy review, including procurement of appropriate title insurance endorsements
• Analysis of existing financing documentation and assistance with debt assumptional.
• Review of existing ground leases, space leases, and licenses