The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Meghan Cocci, Latham & Watkins’ Global Co-Chair of the Hospitality, Gaming & Leisure Industry Group, represents property owners, investors, and operators on their most complex and highest-value projects and transactions around the world.
A nationally recognized real estate lawyer, Meghan advises clients on a broad range of transactions and strategic matters with a particular focus on the hospitality industry. She delivers creative and business-focused counsel to a variety of market participants, including hotel and non-hotel real estate investment trusts (REITs), private equity funds, family offices, real estate developers, and hotel brands.
Meghan brings more than two decades of experience advising on many of the most significant hospitality transactions in the United States and internationally, including in Asia, Europe, and the Middle East. Drawing on her sophisticated industry knowledge and strong working relationships with key market players, she offers strategic insights into how business and legal issues can play out in the long term. She regularly receives recognition as a leading lawyer in the hospitality industry, including by Chambers USA, Law360, and the National Law Journal.
Describe your practice area and what it entails.
My practice is equity-side real estate, with a focus on hospitality. I advise owners and investors on land acquisition, investments in both existing projects and projects to be developed, financing, and operational management. About 75% of my practice is on the hospitality side, so I represent ski resorts, hotels, marinas, golf courses, and large mixed-use properties.
The hospitality operations model translates to how other real estate assets are managed, from healthcare facilities to movie studios to arenas. So the remainder of my practice is in the biotech, entertainment, sports, and media industries, where I counsel real estate development clients in those spaces.
What types of clients do you represent? (Please feel free to list actual clients.)*
I represent essentially everyone involved in a real estate transaction, except the lender. My clients include investors, management companies, and owners, which includes private equity, REITs, family offices, and sovereign wealth fund investors. I’m very fortunate to have a practice with a varied clientele across industries, so the work never feels repetitive.
What types of cases/deals do you work on? (Please feel free to share actual cases/deals.)*
I’m not sure there’s a type of deal in the space that I don’t work on. There are straightforward real estate purchase and sale transactions, as well as joint ventures when clients want to bring somebody new in or partner up. There are also management contracts, especially in the hotel space. For example, a client will own the property but will need a big brand to run it, which is a particularly impactful scenario because the contracts can run for up to 80 years and are centered around a management operating platform, which is how most hotels operate, or they are under a franchise agreement. Management agreements are a bit like Rubik’s Cubes, where you guide a lot of individual pieces to align into this larger design. In the agreements, you’re negotiating for six to eight months to establish a decades-long relationship.
In addition to my work on real estate transactions, I also advise clients in the real estate space on the operational issues at play in transactions that they are considering. During the pandemic, I spent a significant portion of my time on crisis management counseling, as many real estate clients dealt with the urgent issues surrounding closures and quarantines.
How did you choose this practice area?
My journey here was a bit of a happy accident. In law school, I wanted to be a litigator. I was on moot court, participated in mock trials, and interned at a prosecutor’s office. Yet when I graduated, the offer of employment I accepted came from a real estate firm. I absolutely loved the work and haven’t looked back since.
To me, hospitality work is enticing because it’s not just buying and selling real estate, but operating businesses as well. When you buy an office building, you have 27 offices and leases, and the main action is collecting rent. When you buy a hotel, you inherit vendor contracts, employees, management agreements, etc. You deal with the business itself, which makes each purchase a unique experience.
What is a typical day like and/or what are some common tasks you perform?
My husband likes to say that I have the dream job I wanted as a teenager, because most of my day I’m on the phone—either in advising calls, strategy preparations for negotiations, or the negotiations themselves. When I’m not on calls I turn to the documents themselves, working with associates to translate the client’s vision into black-and-white contractual agreements.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Get involved with anything that helps bolster your drafting skills. In my practice, it’s essential to write clearly and precisely, especially if the deal ends up going south and someone tries to interpret what happens next. This kind of drafting skill is about producing concise transactional documents that make very technical aspects of a deal clear; it’s not persuasive or creative writing.
My other recommendation is to embrace all of the classes and coursework geared toward public speaking. In my practice, speaking cogently and confidently gives you tremendous leverage in negotiations, when you’re trying to win the points as much as possible for your clients in a transaction.
What is the most challenging aspect of practicing in this area?
Far and away the most challenging aspect of this practice is the pace, especially in the last few years. The market is booming and clients have a tremendous amount of money they want to get invested, which means that deals move fast. Many deals right now are bids, which can really speed things up, but you still have to catch issues and represent interests accurately and appropriately. It’s a bit like running across a high wire.
What do you like best about your practice area?
Hospitality offers unique and enticing transactions, and it’s almost always more intricate than just buying and selling. The puzzle-solving aspect really appeals to me. When you’re buying and selling management, there are these added layers of complexity. You are combining real estate with corporate law. When you buy a hotel you inherit employees, insurance, operations, vendors, management agreements—you’re dealing with the business itself and not just the property. That always excites me.
On a more personal level, practicing within the hotel industry perfectly aligns with my favorite pastime—traveling. When we would pass a client’s property, I would tell my kids, “Mommy worked on that!” And my son would ask questions like, “You built it?” Working in this practice gives you access to the best knowledge and pro tips from industry folks, because they’re immersed in that space.
What are some typical tasks that a junior lawyer would perform in this practice area?
Associates can expect to assist in a lot of the document preparation, though the type of documentation obviously depends on the project. For standard deals, like buying and selling property, junior lawyers will draft the document, and also help with checklists, which are extremely important in real estate with all of the moving pieces needed to close. They also participate in negotiations and help with diligence, environmental reports, zoning issues, leases, contracts—they help review and consolidate, and point out major issues to take into consideration.
Junior lawyers also receive a lot of client exposure—those in my practice are always front and center on calls and Zoom meetings, so it doesn’t take long before they’re in front of clients. I can tell that clients really appreciate the associates with whom they work, because they’ll reach out to them directly with requests.
On top of the work, practicing in real estate involves a lot of on-the-job mentoring, because it’s not really a topic junior lawyers learn in law school. Almost everything that comes across our desks requires an explanation and presents a feedback opportunity. For example, most associates have never seen a title commitment before they join. So someone could expect a lot of learning opportunities along the way.
In what ways has the coronavirus pandemic affected your practice? How have you adjusted to lawyering in the wake of COVID-19?
When the pandemic hit, the hospitality industry came to a screeching halt, as did real estate. A lot of deals in my practice area halted or were put on the shelf; now transactional work is back and three times as busy, because that money sat on the sidelines for a while. There are discrepancies arising from the pandemic that are still prevalent for some of my clients depending on the assets they own or manage. If you’re a large resort, you’re collecting revenue as people become more comfortable with travel and leisure again, and the biggest issue you’re facing right now is staffing. If you’re a convention center, however, you could still be struggling since conferences have not bounced back yet.
Beyond the immediate and present impact to the practice, COVID-19 has also transformed how we approach documents. Whereas previously I would consider the issue of a four- or five-day closure of an asset for an event like a hurricane, now, I have to consider closures that last six months to a year. So now when preparing documentation, one of the driving forces is what happens if there’s a prolonged event like the pandemic—who has control over where employees go in that situation, for example.
Even with the boom in practice growth here at Latham since the pandemic, there’s even more coming—the NYU International Hospitality Industry Investment Conference recently announced that they project a “back-to-normal” environment by the end of 2022, when their first projections slated the return in 2024.