The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Davis Coen, Partner, and Danielle Jackson, Partner—Real Estate
Davis Coen is a partner in the Real Estate practice, where he represents private equity firms and portfolio companies in a wide range of domestic and international commercial real estate transactions, including acquisitions and dispositions, joint ventures, public-to-private transactions, and securitized and mezzanine financings. Davis’ recent transactions include representing Blackstone in its $18.7 billion acquisition of GLP’s logistics business—the largest private real estate transaction in history—and in its acquisition of two major office towers in Seattle as well as its purchase of Pure Industrial Real Estate Trust. Davis received his J.D., cum laude, from Cornell, and graduated from the University of Connecticut, magna cum laude, where he was a University Scholar and a member of Phi Beta Kappa.
Elevated to partner in the Real Estate practice in 2021, Danielle Jackson advises on a wide range of real estate matters, including sales and acquisitions of REITs, portfolios and individual assets, financings, and joint ventures. Danielle has advised on multiple acquisitions and dispositions, including Blackstone’s $6 billion acquisition of Strategic Hotels and Resorts and subsequent $6.5 billion sale, as well as its $1.2 billion purchase of a 20-million-square-foot industrial portfolio. She graduated from Spelman College, Phi Beta Kappa, and received her law degree from Yale.
Describe your practice area and what it entails.
Davis: I represent private equity clients and their real estate funds in the acquisition, disposition, and financing of real estate investments. Unlike most other groups at the firm, our practice is a hybrid of M&A-type work—where we advise clients in acquiring, investing in, or disposing of real estate assets—and credit work, where we counsel in the financing or refinancing of real estate deals. Sometimes, our clients enter into joint ventures or partnerships in executing their transactions, and we advise on that as well.
Danielle: Like Davis, I represent primarily sponsor clients in a wide variety of deals concerning all types of real estate investments. My work runs the gamut and includes traditional asset sales, take-privates of public companies, minority investments, and joint ventures, as well as the financing related to these deals.
What types of clients do you represent?
Davis: Some of our larger private equity clients that are very active in real estate include Blackstone, KKR, Carlyle, Northwood, and Centerbridge. I also represent numerous smaller private equity clients.
Danielle: I represent those same PE firms, as well as some of their portfolio companies.
What types of cases/deals do you work on?
Davis: Over the last 18 months, I’ve worked on a number of acquisitions, dispositions, financings and joint ventures involving industrial assets, manufactured housing, and multi-family housing portfolios, each of which remain attractive investments despite the pandemic. In addition, I’ve helped clients acquire life science buildings, which are typically geared toward the biotech/pharmaceutical industry.
Danielle: Last year, I worked on a massive, $18.7 billion deal for Blackstone that involved hundreds of industrial warehouse properties throughout the U.S. This was the largest-ever private real estate transaction globally. I was the senior associate on that transaction, and it took up most of my time; it also gave me a chance to run a deal in a way I hadn’t done before. Throughout my career, I’ve had many stretches where I’ve worked on four or five smaller deals simultaneously, and the work has included different types of transactions. I also usually spend about 25 percent of my time on the financing side, either helping a client acquire or refinance an asset.
How did you choose this practice area?
Davis: When I was starting out, someone gave me a really good piece of advice: Try to find a group of people you feel comfortable working with, who you can learn from, and who make you feel like you’re part of a team. Simpson’s Real Estate group checked all the boxes. I’ve always found it exciting to work on “front page” transactions led by clients who are leaders in this space, and I also love the “brick and mortar” aspect of our deals that involve buildings you can actually touch and feel and even show to your family and friends. Everything fit together for me—the people, the tangible assets, and the truly exceptional clients and work. It was a perfect match.
Danielle: I worked in real estate after college, so this practice area was high on my radar as a summer associate. It was also important to me to become part of a smaller, close-knit practice group. In addition, I enjoy the different types of work that we do in our practice area, which has made me a better lawyer and helped me develop a broad, robust skill set. The fact that our practice is busy also means that associates take on greater responsibilities earlier in their careers, which was also very appealing to me.
What is a typical day like and/or what are some common tasks you perform?
Davis: We are a very collaborative group, so a typical day usually involves phone calls and Zoom meetings with the deal teams (in the old days, we met in person!) to run through workstreams and plan next steps. I’ve always found these times to be the best part of our practice, as they help each of us understand what the rest of the team is doing and give junior associates a good sense of the larger picture. Every day, I talk with clients and opposing counsel about the transactions and spend a chunk of my day reviewing, drafting, and editing the substantive legal documents. Our practice is transactional, so it’s all about moving the deal forward. I think our group does that in a very collaborative, team-oriented manner, which makes the work very rewarding.
Danielle: I recently became a partner and now play more of a leadership role on my deals and am involved in the transactions earlier on. Deals usually originate from a client phone call that describes a transaction in preliminary terms, so now my first job may be to draft the letter of intent. As the deal moves on, I’ll be responsible for whatever the main document is—the credit or loan agreement or joint venture. I am also involved in diligence, where my role has evolved over time. We’re pretty hands-on in terms of doing diligence, making sure the client understands the key issues from a legal perspective, and ensuring that we protect our client’s interests through contractual provisions.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Davis: I don’t think you need to take any specific classes in law school. While it’s good to read The Wall Street Journal and trade papers, the best way to develop your skills is to work on different types of deals with a variety of lawyers and to tackle different work streams within those deals. I always tell junior associates to be proactive with assigning partners and senior people on the team. Ask questions and try to work on different aspects of each deal to get as well rounded an experience as possible.
Danielle: The best skill development comes from on-the-job training. At Simpson, senior lawyers make sure that younger associates are learning and are getting opportunities to try things they haven’t done before. Training is an integral part of our culture, and it makes everyone’s life easier because the sooner an associate learns a new skill, the more helpful that associate can be on future transactions. We recognize that there is a learning curve, and lawyers won’t be perfect at every task right from the start, and senior lawyers are there to help.
What is unique about your practice area at your firm?
Davis: I believe there is no real estate group like Simpson at any firm, anywhere. And that is because our clients are truly the best. They’re the most active and have the most capital at their disposal. They’re also the most creative and aggressive in this business, which gives us a great platform and puts us in a very valuable position in terms of understanding where real estate trends are going, what private equity clients are looking for in terms of investment opportunities, and what the cutting-edge investment strategies and related legal issues are. It’s hard to find a transactional practice where a lawyer can do all of this.
Danielle: Our deals are transformative and exciting and are often the biggest, most noteworthy transactions across different sectors. Our close client relationships extend well beyond real estate and include private equity, M&A, and basically every other area at the firm. As a result, we know our clients’ businesses inside and out, which makes our practice unparalleled.
What are some typical tasks that a junior lawyer would perform in this practice area?
Davis: The timeline of being a junior associate in our group is short, and by the end of their second year, associates are operating functionally as mid-levels. We pride ourselves on pushing junior associates to get as much experience as quickly as possible. They are often asked to draft the ancillary documents related to larger agreements and to engage in diligence—from nitty-gritty real estate diligence to the type of diligence an M&A lawyer typically performs. On financing workstreams, juniors will review loan documents, help lender’s counsel with diligence, and work with clients to properly disclose information to a lender. They also help clients structure operating partnerships with third parties, joint ventures, and management agreements. Junior lawyers are truly involved every step of the way.
What kinds of experience can summer associates gain in this practice area at your firm?
Danielle: I loved my summer experience at the firm. Simpson Thacher has an “all-hands-on-deck” ethos and doesn’t let valuable labor go to waste. I’d say the experience of a summer associate is very similar to that of a first year. We try to ensure that our summers are integrated into the deals, including listening to calls and attending meetings, and we give summers meaningful roles on deals so they get an accurate sense of what practicing in the department will be like.
In what ways has the coronavirus pandemic affected your practice? In what ways have you adjusted your lawyering in the wake of COVID-19?
Davis: Our clients have a lot of equity at their disposal, and we are well positioned to help them deploy that capital. Fortunately, we’re beginning to see the end of the COVID storm and are prepared to work aggressively and quickly, moving from defense to offense, to support our clients to the best of our abilities.
Danielle: We transitioned smoothly to a remote working environment and continued to provide excellent service throughout the pandemic. Our group has recently become much more active, and our clients are highly capitalized and ready to move. The financing markets are opening up, and we are poised for a significant uptick.