The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Diane McCabe is a partner in Goodwin’s Real Estate Industry group, and serves as co-chair of its Joint Ventures and Real Estate Finance practice. Ms. McCabe advises on a variety of commercial real estate transactions, including complex debt and equity investments and restructurings; mezzanine, construction and permanent financings; debt purchases; and acquisitions and sales across various property types, including office, retail, hospitality, self-storage, multi-family apartments, senior housing facilities, and condominiums. She has been actively involved in highly structured finance transactions, including CMBS, and has experience with workouts, restructurings, and other transactions involving distressed assets. She regularly advises clients on joint venture formation and restructuring, portfolio transactions, and development transactions.
Mary McQuinn is a counsel in the firm’s Business Law Department and a member of the Real Estate Industry group. She represents real estate investment funds, REITs, institutional investors, and other owners and operators of commercial real estate in a variety of real estate transactions throughout the United States, including joint ventures, financings, hospitality work, developments, real estate acquisitions, and sales.
Describe your practice area and what it entails.
Diane: Goodwin’s real estate practice is experienced across the full spectrum of real estate specialties, enabling us to represent clients through the full life cycle of their real estate investments. From private fund formation and financings to REITs and M&A, we specialize in structuring, raising, and deploying capital. As co-chair of Goodwin’s Joint Venture/Real Estate Finance practice area, my practice in particular focuses on a variety of commercial real estate transactions, including complex debt and equity investments and restructurings; joint ventures; preferred equity transactions; mezzanine, construction and permanent financings; debt purchases; and acquisitions and sales across various property types, including office, retail, hospitality, self-storage, multi-family apartments, senior housing facilities, manufactured housing, and industrial. I’m also involved in highly structured finance transactions, debt purchases, workouts, restructurings, and other transactions involving distressed assets.
Mary: As a counsel in Goodwin’s Business Law Department and a member of the Real Estate Industry group, I represent real estate investment funds, real estate investment trusts, institutional investors, and other owners and operators of commercial real estate in a variety of transactions including joint ventures, financings, developments, acquisitions, and sales. I also often represent luxury brands or owners of hotels in the negotiation of long-term hotel management agreements.
What types of clients do you represent?
Diane: I represent a wide variety of clients that range from institutional investment funds (including funds sponsored by a Fortune 500 company), pension fund advisers, individual investors, real estate operators, and insurance companies, to name a few.
Mary: I represent institutional investors in joint ventures, borrowers in financings, and owners and luxury brands in hospitality transactions. In sales and acquisitions, I represent sellers on some and buyers on others—it’s quite evenly split, depending on whether a particular client is looking to build a portfolio or realize the benefits of an investment already made.
What types of cases/deals do you work on?
Mary: Not only do the types of deals vary in real estate transactions, but the types of real estate assets also vary, which keeps things interesting. For example, this past year, I have represented a client in the negotiation of multiple management agreements for hotel and/or branded residential developments in Mexico, the Bahamas, and Las Vegas. I also represented a client in several joint ventures to acquire and develop multi-family projects in Boston, San Diego, and Minneapolis. I helped a client sell a multifamily building in New York City and represented another client in the negotiation of management for flex warehouse space under their new brand in California and Texas.
How did you choose this practice area?
Diane: While on our way to a client meeting as a summer associate, a partner pointed out to me all of the projects that the firm had worked on over the years in Boston. I was also intrigued because the group works on real estate transactions not only in Massachusetts, but throughout the United States and globally. That, together with the people practicing in the real estate group at Goodwin, convinced me this was an area I wanted to practice in, and Goodwin was the place I wanted to practice.
Mary: As a summer associate at Goodwin back in 2008, I was focused on corporate practice rather than litigation, and after working on a real estate project that summer, was convinced commercial real estate was where I wanted to be. I never looked back. The first step I take on any deal I work on is to look at the land through Google Earth. I enjoy working with something tangible—a piece of land, a building that needs to be renovated, plans for a high rise office building. Nothing is so rewarding as attending an opening ceremony or seeing the finished product of a project you work on, understanding just how much time and effort was put into creating it.
What is a typical day like and/or what are some common tasks you perform?
Diane: On any given day, I advise and strategize with clients regarding proposed deal structuring, including joint venture formation, existing transaction restructurings and modifications, financing transactions (including mortgage and mezzanine debt, preferred equity and recapitalizations), and acquisitions and sales. You’ll also find me reviewing and revising joint venture documents, loan documents, and other acquisition and sale documents. I spend a lot of time on Zoom/conference call negotiations with our clients and/or opposing counsel, reviewing associate and paralegal work product, and proposing revisions to the same. I aim to prioritize business development activities including calls/Zoom with clients, lunch and learns, attendance at industry events, and hosting informal client gatherings. I’ll also note that I’m quite passionate about mentoring associates in the group.
Mary: In the morning on any given day, I may have a call with an associate who is confirming status of the team’s review of diligence materials for a potential acquisition of undeveloped land a client wishes to develop. In the afternoon, I may be preparing for an all-hands call with clients and counsel to negotiate the terms of a joint venture agreement. I draft venture documents, purchase and sale agreements, and hotel management agreements. I review and analyze comments from opposing counsel to deal documentation, and prepare issues lists. I brainstorm with colleagues when a client is faced with a tricky issue, and I problem solve in real time with clients on calls when they seek time-sensitive advice. I also review draft documents prepared by associates on deal teams, and take time to talk through issues and provide drafting and practice tips to help them hone their practice.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Diane: For students: I encourage you to take a uniform commercial code class, a real property class, and a tax class in law school. Those classes will familiarize you with some of the terms and the concepts. For young professionals: Network, network, network—early and often. Offer to host lunch and learns for clients. Take advantage of any and all trainings offered by your firm, and then take those trainings again a year later. The first time the concepts can be overwhelming, the second time many of the concepts will be familiar to you. Work with many different senior attorneys as this will help you develop your own unique style and figure out what parts of any practice you enjoy most.
Mary: If you’re in law school and can take a course focused on negotiation and drafting documents, I would highly recommend it. Be sure to attend trainings offered by the firm. So much effort is put into making those trainings as meaningful and practical as possible, and it’s a great opportunity to learn from colleagues. If you are already practicing law, I would suggest trying to expose yourself to a real estate deal or a deal with a real estate component (a lease, a mortgage, etc.). Beyond that, so much of our practice is focused on the people and how we communicate—our clients, counsel who sit across the table from us, members of our deal team—so I would recommend focusing on developing working relationships and on fine tuning drafting emails, memos, and documents with a certain audience in mind.
What misconceptions exist about your practice area?
Diane: A misconception about being a real estate lawyer is that it is a local practice involving buying, selling, and leasing real property. The commercial real estate practice at Goodwin involves all aspects of the life cycle of a real estate investment including the aggregation of capital (in funds, public and private REITs, separate accounts, and other structures), the negotiation of ownership governance documents (including with respect to the acquisition, management, financing, sale, transfer, leasing, development, and operation of real estate (including tax and ERISA matters)), purchase and sale agreements, conveyance documents, leases, matters of record (including easements and restrictions), financing documents, and development and construction documents with respect to all real property asset classes and geographies.
Mary: I think sometimes people think real estate is a very niche type of practice, when it’s quite the contrary. We work with enormous corporations and smaller startups, we work with multifamily houses, industrial warehouses, luxury hotels, and high-rise office towers. I can say with absolute certainty that in my 12 years of practice in real estate I have never felt bored. Each deal brings a different perspective or a new issue to solve.
What are some typical tasks that a junior lawyer would perform in this practice area?
Diane: Drafting authority certificates, operating agreements, and legal opinions, reviewing ancillary loan documents, drafting and updating checklists, negotiating closing documents, title and survey review, and other due diligence review.
Mary: Junior associates are pivotal members of our deal teams. They prepare and maintain closing checklists, they prepare entity and authority documentation, and they help coordinate closing. But beyond that, they listen in on negotiations and have the ability to shadow senior associates and partners. They’re exposed to substantive issues, and once they are able to efficiently handle checklists, entity documents, and signature pages, we encourage them to take on more substantive drafting (preparation of closing documents) and reviewing (review and preparation of issues lists with respect to ancillary loan documents).
What kinds of experience can summer associates gain at this practice area at your firm?
Mary: Summer associates can shadow on calls and assist with checklist maintenance, which will give them a sense of the scope of documentation and steps required to close a real estate transaction. Summer associates can also assist with the same type of tasks that junior associates handle (entity and authority documentation, signature pages, etc.). Our group prides itself in finding creative ways to get summer associates engaged in our deals to give them a sense of what it would be like to work in the real estate group on real estate transactions.
How important is collaboration in effectively practicing real estate law?
Diane: Collaboration is extremely important. When building your network, be sure to build your internal and external network. For our large clients, we have client teams that meet monthly to share client, market, and industry updates. This type of collaboration and information sharing is critical in providing the highest quality, effective, and efficient service to our clients.
Mary: Collaboration is essential. Each deal brings a new set of issues and collaboration among colleagues within the real estate group across all office locations has always proven extremely helpful. Nearly every transaction benefits greatly from continued collaboration with colleagues in the tax group, ERISA group, litigation group, and construction group. Collaborating with colleagues and growing from each other’s collective knowledge in various subject areas has consistently resulted in better work product for our clients.