The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Cecilia Gordon, Partner—Real Estate
Cecilia Gordon serves as Co-Chair of the firm’s Hospitality and Recreation Industry Group. She frequently advises clients in the hospitality industry regarding the investment in, and branding and management of, hotel and resort properties across the country.
Cecilia provides the firm’s clients with the benefit of her experience handling all kinds of acquisitions and dispositions, joint venture arrangements, franchise agreements, and management agreements. Her legal work in this space often involves advising clients with respect to contracts with hospitality industry brand names such as Hilton, Hyatt, IHG, Choice, and Kimpton.
Cecilia also devotes much of her time to advising clients with respect to equity investments in all real estate asset classes. Cecilia has particularly strong experience in creating optimal structures for joint ventures and counseling clients looking to partner with others in the development and ownership of multifamily properties, office buildings, senior living developments, hotels, and resorts.
Describe your practice area and what it entails.
As a member of the real estate group at Goulston and our cross-practice hospitality and resort industry group, I work with real estate developers and real estate investors in building multi-partner deals to acquire and develop a wide range of real estate assets—multifamily residential, office buildings, retail shopping centers and, of course, hotels and resorts. Over the years, my practice has coalesced around joint ventures and other equity investment structures and around hotels and resorts, both of which are fundamentally about long-term relationships. I counsel clients on how to build those relationships so that everyone around the table can work together productively over many years together, while delivering the returns that each party needs.
What types of clients do you represent?
I work with companies and families that invest in a range of real estate assets and with companies that operate and brand hotels. It has been my privilege to work with Pyramid Global Hospitality for over 20 years, working with them to grow their hotel management business through management agreements, joint ventures, and several corporate-level transactions, most recently the merger with Benchmark Global Hospitality. I have also been able to work with The Mirbeau Companies as they grow their luxury boutique brand in the northeast, including their acquisition of a historic property in Beacon, NY. I am part of the cross-practice and cross-office team that supports CrossHarbor Capital Partners LLC in their equity investments, working with them on joint venture investments with developers across the country and also on the luxury and ultra-luxury resorts they are developing in Big Sky, Montana.
What types of cases/deals do you work on?
Every year my project mix varies, depending on market activity and our clients’ growth. When COVID hit, I spent many months helping our hotel clients navigate through the shock of shutdowns and layoffs. The following year, when the summer “staycation” boom hit, I worked with them to re-open hotels while also creating joint ventures for our equity investor clients for multifamily developments across the southeast and southwest. This year, I have been primarily helping clients negotiate hotel management agreements and hotel franchise agreements as hotels are refreshed with new operators and new brands, but have also had the opportunity to help a family investment group dispose of several multigenerational real estate assets and help another client negotiate his first development joint ventures for multifamily residential projects in one of our core cities.
How did you choose this practice area?
Real estate is wonderfully tangible. As a junior associate, I worked on the team that helped The John Hancock Life Insurance Companies sell their headquarters complex in Boston, and we had to delve into the service tunnels and the tuned mass damper and the pedestrian plazas. In this practice, site visits really bring deal terms into focus. And once I worked on my first hotel deal, I knew I wanted to be part of the hospitality industry, with the challenge of coordinating multiple parties with different goals to get a hotel up and running.
What is a typical day like and/or what are some common tasks you perform?
My days are so variable! Some days I am on Zoom calls all day, asking clients questions to understand a new deal and how it is best staffed and scoped, getting a client’s feedback on key deal issues before a group call, negotiating deal documents with lawyers on the other side, brainstorming with colleagues on ways to resolve a thorny issue, congratulating a client on a successful closing, and walking a client who is new to the hospitality industry through its quirks and complexities. Some days are quieter, when I can review diligence documents on a potential acquisition, draft joint venture agreements, and review opposing counsel’s comments and changes to hotel agreements. Most days are a mix of the two, with the quieter hours at the beginning and the end. I love mornings and try to spend a few hours drafting or reviewing documents before calls start. One common element to all my days is that I regularly connect with colleagues for ideas, support and brainstorming.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Many national and local real estate groups offer in-person and online seminars, talks, and meetings that are a great way to become familiar with real estate projects and terminology. I also recommend classes on accounting and the economics of real estate investment, which cover key concepts that real estate lawyers need to know. Becoming comfortable with corporate and partnership income tax basics is also very helpful. Outside the classroom, I would take every available opportunity to get underneath cities and into the working spaces of buildings—tour a metropolitan sewer system or a subway system, take a back-of-house tour of a hotel or restaurant, and ask how the kitchens vent. Be curious about the built environment and how it all connects.
What do you like best about your practice area?
Real estate is a cyclical practice. There are economic cycles of ups and downs, which have to be weathered, but it also means that properties and projects swing back into your life at different parts of their life cycle. I helped acquire the land for a shopping center as a first year, helped permit and finance the construction as a mid-level associate, refinanced it as a junior partner, recapitalized the equity a few years later, and I love to see it bustling with holiday shopping as we drive to visit my in-laws every Thanksgiving. A project that I helped one client sell was then re-developed by another client and we attended the opening of the new hotel on that site this fall. With land and buildings, we can have a longer view in a fast-moving practice.
What kinds of experience can summer associates gain in this practice area at your firm?
At Goulston, our summer associates try every aspect of a commercial real estate practice. They join project teams and attend client meetings and calls on deal issues, they assist with the follow-up memos and issues lists from those calls, and they join site visits and attend permitting hearings at the local and state levels. We ask summer associates to work on drafting projects that fit the summer timeline and provide the chance to work on diligence teams reviewing and summarizing real estate diligence documents such as title commitments and surveys. One of the most important parts of our summer program is the opportunity to meet and talk to our clients, many of whom have worked with Goulston for years.
What are some typical career paths for lawyers in this practice area?
Law firms are the most common place for lawyers to start a real estate practice, as this is a practice area where you learn best by doing. When I was coming out of law school, my preference was for a firm with a full-spectrum real estate practice like Goulston’s, so that I could gain experience in every area of commercial real estate, and I continue to believe that is the best training base. What I learned from financing deals and lease negotiations allows me to give the best advice to my clients on joint venture deals and to anticipate and preemptively solve issues that could come up down the road. The broad training made possible in a real estate practice provides an excellent base for people to also move in-house to roles counseling companies about real estate transactions and on the broader matters that senior general counsel face. Real estate lawyers also make the jump to become developers and investors themselves, joining clients or starting their own companies; a number of our partners have made that move over the years and are now our clients.
How important is collaboration in effectively practicing real estate law?
In law school, I expected that practicing law would mean long hours by myself researching, reading, and writing. As a summer associate at Goulston, participating on deal teams, I saw that real estate is an incredibly collaborative practice where information and ideas are shared regularly among the lawyers at our firm, with our clients and their consultants, and even with opposing counsel. Real estate projects have surveyors and accountants and traffic consultants and architects and tax advisors, and the expertise and input from the whole team is part of the process.