Whether it is discovering incentives for a development or redevelopment project, addressing real property issues in a mergers and acquisitions transaction, drafting and negotiating leases, or navigating the due diligence process, clients across the country turn to Lewis Rice’s Real Estate Practice Group for counsel on a broad range of commercial real estate endeavors. Regardless of its size or complexity, we have the skills and experience to efficiently ensure successful outcomes for our clients’ projects.
Our Services
Attorneys in Lewis Rice’s Real Estate Practice Group handle a variety of sophisticated legal work, including leasing, development, acquisitions and sales, financing transactions, tax credits and economic incentives, joint ventures, taxation, loan workouts and restructuring, litigation, environmental matters, land use and zoning, and mining transactions.
Read below to learn more about our capabilities.
Leasing
We tailor form leases to meet our clients' needs. Our goal is to negotiate well-written leases to reduce the potential for disagreements. We strive to keep complicated lease negotiations moving forward so signing can happen as soon as possible. We have in-depth knowledge regarding:
- Issues particular to retail, theater, office, medical office, or industrial leasing.
- Ground leases and subleases.
- Ancillary lease documents such as letters of intent, guaranties, subordination, non-disturbance and attornment agreements, estoppel certificates, and work letters.
Development
Our attorneys have experience in all stages of development and are particularly adept in:
- Land acquisition contracts.
- Property assemblage for larger projects.
- Design and construction contracts, including conventional, design/build, fast track, and construction management.
- Governmental entitlements, development incentives, and assessment districts.
- Agreements concerning development, management, leases, joint ventures, and reciprocal easement.
- Construction and permanent financing documents.
- Development easements and restrictive covenants.
- Compliance with local and state regulations, ordinances, and statutes.
Acquisition & Sales
We have represented clients throughout the country in real estate acquisitions and sales of all sizes and forms. Our counsel varies from deal to deal depending on the client, but typically includes:
- Negotiation of the acquisition contract.
- Review of title and survey matters as well as zoning and governmental compliance.
- Drafting of transfer documents.
- Coordination of closing matters.
- Property assemblage.
Financing Transactions
We represent borrowers and lenders in many types of real estate financing transactions, including:
- Participating mortgages and equity kickers of all kinds.
- Junior and convertible mortgages.
- Leasehold mortgages.
- Sale-leaseback transactions.
- Mortgages secured not only by realty but also by franchise rights, warrants, operating licenses, and other unconventional collateral.
- Permanent and mezzanine financings involving virtually every type of property use, including land acquisition, multi-family, condominium, hotel, office, and retail space.
- Participation, multiple-lender, and intercreditor agreements.
Tax Credits & Economic Development Incentives
A significant part of our Real Estate Practice Group is devoted to projects that are eligible for economic development and government incentives. We help our clients discover and employ these benefits using extensive experience with:
- Traditional, state-authorized tax increment financing (TIF).
- Alternative TIF agreements with cities to annually appropriate incremental taxes to pay development costs.
- Tax abatement and various state and federal tax credit programs.
- Formation and implementation of special benefit districts, community improvement districts, neighborhood improvement districts, and transportation development districts, among others.
Joint Ventures
Our Real Estate attorneys collaborate with Lewis Rice’s Taxation Practice Group in utilizing joint ventures and strategic alliances to design and implement the appropriate property ownership structure for our clients. Whether using a single member "special purpose" entity or a complex, multi-tiered ownership structure, we are well-versed in tailoring and allocating ownership benefits and burdens.
We negotiate and draft a variety of joint venture agreements for single and multiple property transactions. Many contain sophisticated provisions that address:
- Preferred returns, priority distributions, and the allocations of profits and losses.
- Specially tailored decision-making arrangements.
- Puts, calls, and other buyout rights.
- Consultation of real estate investments, partnerships, and real estate investment trusts (REIT).
Real Estate Taxation
We use partnerships, limited liability companies, and other pass-through entities to best serve our clients' interests. Our attorneys are familiar with the tax aspects of these investment vehicles and the complicated rules governing special allocations and loss limitations. We counsel on:
- Unrelated business taxable income.
- Tax-exempt entity leasing.
- Original issue discount.
- Simultaneous and deferred like-kind exchanges (including multi-party exchanges).
- Installment sales.
- Shared appreciation mortgages.
- Mergers of partnerships owning multiple properties.
Real Estate Property Tax
With a thorough understanding of complex laws governing property taxes, our attorneys assist clients with:
- Tax assessment appeals.
- Tax planning, including available exemptions, credits, or deductions.
- Tax compliance.
- Negotiations with tax authorities, including assessments, penalties, and interest.
- Tax incentives from local, state, or federal authorities.
- Structuring transactions.
- Litigation.
- Due diligence.
Loan Workouts & Restructuring
When transactions do not meet expectations, many lenders and borrowers prefer to resolve the situation in a less drastic manner than a foreclosure. In these cases, we can help clients with loan workouts and restructuring by negotiating and documenting:
- Reduced interest rates.
- Some forgiveness or deferment of principal.
- Longer loan terms.
- Interest only periods.
- Changes in the collateral.
While our attorneys are known for their ability to suggest and implement creative and advantageous solutions, we can represent clients through the following situations if necessary or desirable:
- Receiverships.
- Bankruptcy proceedings.
- Litigation.
Real Estate Litigation
Our real estate litigation attorneys have represented all parties involved in commercial real estate endeavors in matters regarding:
- Commercial lease disputes, including those related to common area maintenance and similar charges.
- Lawsuits between purchasers and sellers of real estate.
- Disputes between joint venture parties.
- Nuanced construction litigation on behalf of owners, lenders, or developers.
- Environmental matters related to the ownership and transfer of real property.
- Eminent domain proceedings.
- Zoning and entitlement disputes.
- Claims against title companies.
- Property and liability insurance claims.
- Lender liability issues.
- Other complex real estate disputes.
Environmental Matters
Environmental statutes and regulations designed to protect natural resources, public health, and community well-being affect all types of real estate transactions. To help clients navigate these issues, Lewis Rice’s Real Estate Practice Group advises on:
- Environmental due diligence.
- Contamination remediation.
- Regulatory compliance regarding federal, state, and local laws.
- Handling of hazardous materials.
- Assessments of environmental impact.
- Disclosure requirements.
- Endangered species protection.
- Litigation and liability.
- Sustainable development.
- Obtaining environmental insurance.
Land Use & Zoning
We counsel clients on the many land use and zoning laws that regulate how property can be utilized and developed. This typically involves:
- Land use planning.
- Zoning regulations and ordinances.
- Conditional use permits.
- Public hearings.
- Legal challenges.
Mining Transactions
Lewis Rice’s Real Estate Practice Group guides companies through numerous legal hurdles they may encounter during a mining transaction, including:
- Title examinations.
- Due diligence.
- Negotiating and drafting contracts and agreements.
- Environmental compliance.
- Zoning and land use regulations.
- Negotiation of royalties.
- Permitting.
- Liability and indemnification.
- Closing.
Our Clients
Lewis Rice’s Real Estate Practice Group represents a diverse array of clients involved in commercial real estate activities, including owners, developers, lenders, landlords, tenants, brokers, title companies, contractors, engineers, and architects. They are located throughout the country and operate in numerous industries such as retail, hospitality, multifamily housing, manufacturing, food and beverage, education, health care, utilities, and more. Our broad client base also encompasses municipalities and educational institutions.
Our Approach
Attorneys in Lewis Rice’s Real Estate Practice Group are known for their breadth of experience, efficiency, and accessibility. In addition to being well-versed in the most complex and challenging real estate matters, we draw knowledge and resources from the firm’s many other practice groups—including Corporate Strategies; Banking & Financial; Municipal Law, Zoning & Finance; Estate Planning & Probate; Mergers & Acquisitions and Taxation—to meet clients’ unique needs. As a full-service law firm with decades of experience, we can also resolve issues efficiently, ensuring smooth and successful outcomes for our clients while maximizing their time and money. Clients also appreciate our accessibility and availability, which is crucial in the fast-paced world of real estate.
