The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Kenny Kirschenbaum is an associate in Goodwin’s private investment funds practice. Kenny’s practice in fund formation focuses on the organization, structuring, and ongoing management of domestic and international private investment vehicles. He advises fund managers and sponsors on securities, regulatory, and other general corporate-related matters. His experience in the private investment fund area includes real estate, debt and credit, and private equity funds.
Feather Moy-Welsh is a partner in Goodwin’s real estate industry group and focuses his practice on commercial real estate transactions. He represents investors, investment funds, and their advisers in transactions throughout the asset life cycle, including acquisition, development, financing (debt and equity), management, and sale.
Describe your practice area and what it entails.
Feather: As a partner in Goodwin’s real estate industry group, I represent clients in all types of commercial real estate transactions, with a particular focus on complex financing transactions (including mortgage and mezzanine loans and preferred equity investments) and joint ventures. This entails, among other things, advising clients on the structuring of these transactions, drafting and negotiating transaction documents, counseling the client through due diligence, and managing the transactions through closing.
Kenny: As an associate in the firm’s private investment funds practice and real estate industry group, my practice focuses on assisting fund managers and sponsors with the organization, structuring, and ongoing management of domestic and international private investment vehicles. I also advise fund managers and sponsors on securities, regulatory, and other general corporate-related matters.
What types of clients do you represent?
Feather: I represent institutional investment funds, debt funds, pension fund advisors, publicly traded real estate investment trusts, and various other types of investors and lenders.
Kenny: I represent a wide range of real estate fund sponsors who are seeking to establish private investment vehicles focused on a wide variety of asset classes, including those in the real estate, infrastructure, multifamily, retail, and industrial sectors.
What types of cases/deals do you work on?
Feather: As noted above, my bread and butter is counseling clients in complex financing transactions and joint ventures. For example, I recently represented a client in connection with the origination of a construction loan to finance the development of a multifamily property in the Bay Area, California. As part of the transaction, I also represented the client in connection with the issuance of participation interests in the loan to various third parties, including a senior participant and various junior participants, and drafted and negotiated participation documents with each such participant. Transactions like these are complicated because they involve several different parties, but ultimately, they are a lot of fun.
How did you choose this practice area?
Feather: As a real estate attorney, I have the opportunity to partner with clients to bring together deals that have a tangible impact on families and communities. As a junior lawyer, I cut my teeth representing lenders making construction loans to finance the development of affordable housing projects throughout the country. These deals were typically compli-cated and involved bond issuances and multiple tranches of debt and tax credit equity. While it was not easy to close these types of transactions, it was incredibly rewarding to work with clients to develop projects that provide critical support for working families and the underserved.
Kenny: Since my first year as a practicing attorney, I have found the world of private investment funds to be fast-paced with stimulating and complex legal issues. I take great pride in being a thoughtful and dedicated advisor to our clients, guiding many of them from an initial launch of their funds all the way through the final closing. In addition, our private investment funds group is very collaborative, and having the opportunity to exchange ideas and questions with my colleagues each day is one of the most exciting aspects of working in this group of extraordinary attorneys.
What is a “typical” day like and/or what are some common tasks you perform?
Feather: Each day is different. Yesterday, for example, I spent the day working out of Goodwin’s New York office. Before going into the office, I joined one of my East Coast partners for an early morning breakfast with a client to catch up on current deals and future opportunities. Following breakfast, I spent much of the day reviewing and revising documents and making calls to clients to obtain their input on business issues identified in the review. In the evening, I attended a cocktail event with colleagues from Goodwin’s U.S. and London offices and East Coast-based clients. I then ended the day catching up on emails and resolving outstanding questions and requests from clients that came in during the day.
Kenny: Each day brings its own unique set of tasks and challenges. Some days I am negotiating side letter agreements with investors on behalf of a manager. Other days I am drafting limited partnership agreements, revamping legal disclosures in private placement memoranda, or even coordinating subscription agreements submitted by investors to invest in a fund. Having the opportunity to collaborate with other associates and partners in the group on these tasks is certainly one of the highlights of my job.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Feather: For law school students, I highly recommend taking a transactional law clinic. When I was a 3L, I took a Secured Transactions clinic taught by a practicing corporate partner. During the course of the semester, he walked us through a typical leveraged buyout transaction from term sheet through closing. In the process, we learned how to negotiate a non-disclosure agreement, draft a Uniform Commercial Code financing statement, and mark up a credit agreement. It was real-world stuff, very practical, and a lot of fun.
Kenny: I’ve learned most of what I know through hands-on experience working with our clients. Our group also does a fantastic job providing learning resources and tools to associates, which include live and recorded training sessions on a wide range of private investment funds topics. Each junior associate also receives several senior mentors, and this is tremendously beneficial to junior associates who desire to learn more about particular fund concepts or even about funds generally.
What do you like best about your practice area?
Feather: Real estate is a people business, and when you’re working on real estate deals, you’re never lonely. I spend a good portion of the day collaborating with colleagues on ongoing transactions, speaking with clients to resolve pressing issues, and negotiating issues with other counsel. I really enjoy this aspect of real estate practice and the opportunity to work with a lot of different people with different perspectives and personalities.
Kenny: The collegial environment of working with like-minded associates who are driven and who all share the common goal of delivering excellent client service. I also enjoy the fact that we assist our clients with navigating the fundraising process and are all working toward a common goal of holding a successful closing of investors into the fund.
What misconceptions exist about your practice area?
Feather: A common misconception is that real estate practice is limited to real property-level work such as property conveyances, mortgages, and title encumbrances. However, our work is much broader than this and encompasses financing transactions (that can compare in complexity to corporate debt transactions), corporate level transactions (e.g., joint venture formation and entity interest transactions), and investment fund transactions.
Kenny: Many law students believe they aren’t suited to join a private investment funds group because they do not have a background in or hadn’t previously learned about private investment funds, but associates really learn almost everything on the job. Our group has a plethora of learning resources and mentorship opportunities for junior associates who are constantly encouraged to utilize these resources.
What is unique about your practice area at your firm?
Feather: While the real estate industry business unit at Goodwin is large and spread across our offices, it really feels like a tightly knit community, and we work closely with and support each other. For example, I have not worked at a law firm that invests so much time and resources into attorney development. We have an annual content-packed training program for junior associates interested in real estate practice. In addition, we offer more in-depth training programs for intermediate and senior real estate associates (including in-person leadership development programs).
Kenny: Everyone in the group is encouraged to collaborate and share what they are seeing in the market, provide precedent documentation to each other, and exchange any ideas that may benefit the group. It’s an extremely collegial group of people, and I truly enjoy coming into the office each day because I am surrounded by such high-character and humble colleagues who I am fortunate to call friends of mine. It’s truly the best part of the job.
What are some typical tasks that a junior lawyer would perform in this practice area?
Feather: In real estate transactions, junior attorneys often have a broad scope of responsibilities; these include legal due diligence (title, survey, and zoning), corporate and authority analysis, drafting and revising ancillary documents, drafting and maintaining the closing checklist, and closing coordination. At Goodwin, junior associates play a key role in pushing transactions forward.
Kenny: Typical tasks include reviewing and tracking statuses of fund and investor documentation and maintaining an up-to-date checklist of any open items, working with a mid-level associate and a senior associate and/or partner on a fund and taking notes during client meetings, and coordinating organizational documentation. Overall, being a team player, including being proactive and responsive, are qualities that a great junior associate exhibits.