The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Sana Gupta focuses on lender-side commercial real estate financings, advising institutional lenders, banks, and private credit funds on structuring, negotiating, and documenting debt facilities secured by real estate assets across the country. Her experience includes construction and pre-development loans; whole-loan originations; and transactions involving multiple lenders, such as intercreditor and participation agreements. Sana also handles secondary market loan purchases and sales, as well as loan workouts and restructurings, helping clients develop practical, effective financing solutions.
Sana handles multiple transactions at different stages of their life cycle, coordinating with clients, opposing counsel, and internal teams to move deals forward efficiently. She also mentors and supervises junior lawyers.
Valerie Kelly advises major investors, developers, tenants, and other financial institutions on complex commercial real estate transactions. Her work spans large-scale office and retail leases and acquisitions and dispositions involving office buildings, apartment complexes, and hotels. Known for practical, business-minded advice, Valerie is a trusted advisor to prominent clients navigating high-value, fast-moving deals. She takes a collaborative approach, bringing together teams to deliver clear, commercially focused solutions.
Additionally, Valerie is committed to fostering community and inclusion within the industry. She co-leads Fried Frank’s Women’s Forum and co-founded the firm’s Women in Real Estate group.
Describe your practice area and what it entails.
Valerie: I’m a real estate lawyer focusing on headquarters leases and large-scale commercial leasing. I represent landlords, including developers, property owners, private equity firms, asset managers, and tenants in industries from financial services firms to law firms and other businesses.
Beyond leasing, my practice includes acquisitions and dispositions. I negotiate and draft a variety of property-related agreements, including asset management and property management contracts and agreements related to the operation and maintenance of commercial buildings. My practice is national in scope with a strong presence in Washington, DC; New York; and elsewhere across the country.
Sana: I focus on lender-side real estate finance. I represent institutional lenders, banks, and debt funds in structuring, negotiating, and documenting debt facilities secured by real estate. My experience includes construction and pre-development loans, whole-loan originations, and intercreditor and participation agreements, as well as secondary market loan transactions and loan workouts and restructurings. I help lenders develop creative and effective financing solutions.
What types of clients do you represent?
Valerie: On the landlord side, I work with major property owners and developers such as RXR Realty, Jamestown, Global Holdings, Carr Properties, and Comstock. On the tenant side, I represent companies in technology, finance, healthcare, entertainment, and professional services, including Citadel, Moody’s, Legends, Hospital for Special Surgery, Ernst & Young, and Broadcast Music Inc.
Sana: My clients are primarily institutional lenders and private credit funds, including JPMorgan Chase, Blackstone, and other financial institutions. They originate loans across asset classes such as multifamily, hotels, offices, and data centers.
What types of cases/deals do you work on?
Valerie: We’re advising Citadel on the demolition, redevelopment, and lease of its future New York headquarters, a 1,600-foot high, 1.8-million-square-foot mixed-used tower in which Citadel will occupy at least 850,000 square feet. We also represented Carr Properties in its 340,000-square-foot lease to Fannie Mae in Midtown Center in Washington, DC, one of the city’s largest private leases in the past decade.
Sana: Recent matters include the financing of a new luxury hotel and condominium project construction in California and a redevelopment along the High Line in New York.
How did you choose this practice area?
Valerie: In many ways, I got lucky. I started at the firm in a different department that wasn’t the right fit. Around that time, the firm was launching its DC real estate practice, and I had the opportunity to work with Franz Rassman, who became an incredible mentor. His guidance, combined with the firm’s strong reputation in real estate, made the transition feel natural, and I’ve been part of the practice ever since, now for over 18 years.
I was drawn to and remained engaged because of how tangible and impactful real estate work is. We help shape communities and skylines, and our work directly affects how people live and work. It’s uniquely rewarding as we collaborate with a wide range of businesses and professionals; learn how buildings are designed, built, and operated; and see the results of our efforts in the physical world—in DC, Manhattan, or another city. It’s a transactional practice with everyone working toward a shared goal, and when a deal closes, it’s a win for all sides.
Sana: I entered on-campus recruiting with an open mind, but after meeting a Fried Frank associate from the real estate group, I was drawn to how collaborative and dynamic it sounded. When I summered at Fried Frank, the people and projects in the real estate group immediately won me over. The work felt tangible and fast-moving, and it was incredibly rewarding and, frankly, really cool to see how the legal pieces connected to real buildings and deals take shape in real time.
What is a “typical” day like and/or what are some common tasks you perform?
Valerie: No two days are exactly the same, but most involve a mix of deal work, client interaction, and firm leadership. I spend much of my time drafting and negotiating transactional documents, meeting with clients to strategize, and collaborating with colleagues to move projects forward and problem solve as a team. I also dedicate time to mentoring associates and helping with recruiting as one of the firm’s hiring partners. It’s a fast-paced environment, but the variety keeps things interesting and rewarding.
Sana: Each day depends on where my transactions are in their life cycle. I might be drafting and revising loan documents, coordinating diligence, or managing closing timelines. Communication is constant with clients, opposing counsel, and internal teams to keep transactions moving efficiently. As a fifth-year associate, I also supervise junior associates and integrate their work into the larger deal. The pace can shift quickly, but the variety keeps it engaging, and I really enjoy the fact that I’m constantly learning something new every day.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Valerie: One of the most valuable classes I took was a negotiations seminar at law school. It was incredibly practical because we worked through real-world scenarios, negotiated against classmates and teams, and were scored on our performance. It gave me a strong foundation for the kind of dealmaking I do every day.
That said, there’s no single class that perfectly prepares you for law firm practice. Real estate law, like all other types of law, follows an apprenticeship model and is learned through experience. Take courses that genuinely interest and challenge you, especially those that help you develop analytical thinking and problem-solving skills. The more curious and engaged you are, the better prepared you’ll be to grow once you’re in practice.
Sana: Most learning in real estate finance happens on the job. You don’t need a formal background in real estate or finance to succeed. Law firms like Fried Frank have robust training programs for junior associates to learn the necessary concepts. That said, I found my Negotiations and Mediation courses especially useful in day-to-day practice, as they taught me to think strategically about compromise and communication, which are core to transactional work. Beyond academics, developing strong writing, organization, and interpersonal skills goes a long way. A big part of this practice is managing details while keeping deals moving and relationships positive.
What do you like best about your practice area?
Valerie: Hands down, it’s the people. I always tell summer associates that 90% of this job is about who you work with, and I’ve had the privilege of working alongside brilliant, talented professionals who are not only at the top of their game but also incredibly kind, hardworking, and down-to-earth. Many feel like family, and at Fried Frank, we live by this sense of connection and camaraderie every day. It’s what makes the work meaningful and the practice area so rewarding.
Sana: I love that the work is constantly evolving but still structured enough to build on what you’ve learned from prior deals. No two transactions are exactly alike, and each brings new challenges and opportunities to grow. It’s satisfying to see the projects we work on turn into actual buildings and spaces. The real estate group attracts incredibly sharp, driven people who are also kind and collaborative, and this mix of excellence and teamwork makes Fried Frank a uniquely positive place to grow.
What are some typical tasks that a junior lawyer would perform in this practice area?
Sana: Junior associates are involved in all stages of a deal. Juniors review and summarize diligence materials, draft portions of loan documents and ancillary agreements, coordinate comments from the client and opposing counsel, and track closing deliverables. Juniors also communicate and interact directly with clients very early. The work builds both technical skills and judgment quickly, since you see how each piece of the transaction fits together.
How do you see this practice area evolving in the future?
Valerie: Our team handles some of the most complex and high-value leases in Manhattan and DC, often worth millions or even billions of dollars, that require a high level of customization and strategic thinking. I expect the practice to continue evolving in this direction, becoming even more sophisticated and nuanced.
While I don’t see AI replacing the kind of hands-on, intellectual work that we do, I think it will help streamline simpler, repetitive tasks. This support will free up more time for us to focus on the complex aspects of transactions and deepen our engagement with clients.
We’re also seeing sustained demand for first-class, trophy developments. Even post-COVID, as office usage has shifted, clients still want premium space. This trend has kept us busy and reinforces the importance of high-quality real estate in today’s market.
What kinds of experiences can summer associates gain in this practice area at your firm?
Valerie: We involve summer associates in meaningful, junior-level work so they get a true sense of what it’s like to be part of the real estate team. Assignments include preparing lease abstracts, drafting amendments, sitting in on calls, managing closing checklists, and assisting with due diligence and title reviews. The goal is to make the experience consistent with what a first-year associate would encounter in our practice so they walk away with a clear understanding of both the sub-stance and the pace of the work.
Sana: Summer associates are staffed on active deals, work closely with both associates and partners, and get to see how transactions come together. There is also a strong emphasis on mentorship and feedback, which helps summers understand the flow of a deal and what life as a junior associate really looks like.