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Michelman & Robinson, LLP’s (M&R) Real Estate Department has extensive expertise in virtually every area of real estate law. We have advised purchasers and sellers of commercial properties, developers, builders, individual and institutional investors, as well as brokerages, REITs, landlords, leasing companies, borrowers and lenders. As an industry-focused firm, our Real Estate attorneys routinely collaborate with our Corporate & Securities, Construction, Environmental, Commercial & Business Litigation, and Banking & Financial Services attorneys.This cross-practice, multidisciplinary approach has consistently translated into optimum results.

We have significant experience navigating asset acquisitions and dispositions; deal financing; ownership structures; land use and zoning policies; ground, commercial, industrial, retail, office and medical leasing and development. We routinely assist in crafting structured finance, mezzanine financing, sale leaseback financing, and complex debt and equity investment structures. Our attorneys offer industry-specific expertise in forming investment funds such as drafting fund-related partnership agreements, subscription agreements, management service agreements and private placement memoranda. Calling upon our breadth of experience in business entity, general corporate, tax, securities and regulatory law, we help private equity, venture capital and other private investment funds optimize their tax and investment goals in connection with fund formation and capital raising.

When disputes arise, our attorneys aggressively litigate complex multi-party matters, including office, industrial, mobile home, retail and resort asset matters concerning ownership, land-use, loan issues, and landlord-tenant disputes, all with our clients’ long-term business goals in mind.

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Areas Of Expertise

The following is a select sampling of our representative matters:

  • Acquisition; Environmental Due Diligence: Represented client in the acquisition of numerous shopping centers in several states which required conducting environmental due diligence, adhering to the Connecticut Transfer Act, assisting with financing, and negotiating a consent decree between buyer, seller and the Commonwealth of Pennsylvania; a springing escrow agreement; and environmental insurance.
  • Acquisitions and Sales: Oversaw purchase and sale of several industrial properties in California and Nevada through reverse 1031 exchange transactions.
  • Alter-Ego: Successfully used alter ego doctrine to obtain jurisdiction over out-of-state entities and favorable resolution of breach of contract action on behalf of shopping mall owner.
  • Complex Real Property & Easement Dispute: Obtained summary judgment on behalf of our client in a complex real property and easement dispute in Bel Air, California that was later affirmed by the California Court of Appeals.
  • Easement Defense: Successfully defended against an easement that would have terminated an approved 400+ home development for an international home developer.   
  • Environmental Due Diligence: Represented one of the world’s largest philanthropic organizations in the acquisition of two environmentally-challenged commercial real estate properties which required conducting environmental due diligence, providing capital markets advice, negotiating with the seller on an indemnity agreement and liaising with local, state and federal regulators to clean up site, obtain environmental permits, and procure environmental insurance.
  • Joint Venture, Acquisition & Development: Readied numerous residential projects in California for acquisition and development, representing managing member in structuring joint ventures and negotiating asset management and third party service provider agreements.
  • Joint Venture: Represented national retail Investment Company in the purchase of a $14 million shopping center. Transaction included a two-step closing to mitigate risk arising from potential contamination of outparcels, as well as negotiation and documentation of $10 million in bank debt. We also structured, negotiated and documented joint venture agreement with senior equity investor and a $3 million limited offering.
  • Land Purchase: M&R represented developer in purchasing a 15-acre industrial property in Los Angeles County, which included extensive analysis and negotiation of risk allocation associated with significant environmental contamination. M&R negotiated a holdback portion of the purchase price for post-closing remediation of environmental matters.
  • Land Purchase: Represented developer in purchasing $9 million industrial land plot in Los Angeles County, which included extensive analysis and negotiation of risk allocation associated with significant environmental contamination.
  • Office Lease: Represented high profile charitable foundation in leasing 18,000 square foot office space in Los Angeles. Transaction included many complicated issues such as termination rights and unique subleasing stipulations.
  • Office Lease: Represented national technology company as a tenant in a Silicon Valley 80,000 square foot office lease.
  • Real Estate Fraud: Achieved a successful, confidential settlement for our client in a multi-million dollar real estate fraud and broker nondisclosure case arising from the purchase of an exclusive home in Dana Point, California.
  • REIT Underground Storage Tank Clean Up Defense: Represented a real estate investment trust (REIT) in several investigations and remediation projects involving historic dry cleaning operations and leaking underground storage tanks.
  • Restructuring & Joint Venture: Handled negotiations and drafted contract amendments to assist client, the primary equity investor, in restructuring interrelated Southern California commercial development and raw land joint venture worth $55 million. Successfully implemented a wind down strategy to maximize client’s return on capital and limit exposure on pending projects.
  • Reverse Exchange Transactions: Represented clients in purchase and sale of several industrial properties in California and Nevada through reverse 1031 exchange transactions.
  • Sale & Defeasance: Represented seller in sale of a $25 million office tower and defeasance of $10 million loan. This complex transaction included extensive negotiation regarding purchase price holdback for pending completion of tenant improvements in multiple tenant premises. 

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