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real estate


Members of the Real Estate Practice Group are involved in all aspects of the acquisition, development, resolution of disputes, financing and disposition of commercial, industrial, residential, and mixed-use real estate, including:

  • commercial retail and shopping-center developments;

  • office buildings;

  • apartment and other multi-family projects;

  • hotels;

  • industrial developments; and

  • unique special purpose projects such as studio facilities and theaters.

The group is also involved in client strategic planning, including tax planning and choice of the ownership vehicles.

real estate investment trust (REIT) transactions

Counsel to public and private real estate companies (including developers, operators, investors, brokerages and service companies), REITs, Investment and Commercial Banks, Private Equity Funds and Trust Companies in connection with formation transactions, IPO’s, secondary offerings of equity, debt securities and hybrid derivative instruments, public and private merger transactions and property and portfolio acquisitions, including tax deferred UPREIT unit exchange transactions.

commercial properties

Represent purchasers and sellers of commercial property as well as owners, developers, investors and contractors in planning, zoning, entitling, financing, development, construction of commercial, industrial, retail, residential and hotel projects throughout California, New York, across the United States and outside of the United States.

residential properties

Representation of purchasers and sellers in connection with multi-unit and large single-family residential purchases, sales and development projects.

loan transactions

Represent borrowers and lenders in financing and refinancing of all types of real estate.


Represent cities, counties and other governmental entities in development projects.

tax planning

Pre-transaction tax planning and structuring of tax-deferred exchanges and other arrangements to defer or minimize taxes. Tax planning is often connected with real estate projects and investments outside of the United States.

ownership and operation

Formation of limited liability companies, partnerships, corporations and other vehicles for the ownership, development and investment.


Prepare permit applications, analysis of damages and claims, defense positions, and remediation, and analysis of issues in conjunction with purchases and sales, leasing, and business operations. Litigation of complex environmental issues.


Negotiate construction, construction management, design and architectural contracts for both owners, developers and real estate service providers, including contractors, property managers, architects and others. Resolution of construction and labor disputes, and employment-related matters.

eminent domain

Representation in broad range of eminent domain issues, including negotiation of pre- and post-condemnation settlements, as well as litigation.


Represent landlords and tenants in drafting and negotiation of leases, including ground leases for all types of properties. Also provide analysis, interpretation, advice and litigation support for existing leases.


The impact of new regulations on environmental considerations, financing instruments, and zoning are just a few of the impediments to structuring real estate transactions in today’s climate. The subprime mortgage crisis and Patriot Act are but two of the events that increased the complexity in getting transactions closed. What used to be measured in days can now takes months without proper counsel. The height of paper stacks have quadrupled in volume in recent past. Even the most sophisticated and experienced real estate investor is finding themselves in frustrating and unchartered territory.

From construction to leasing to multi-use developments to tax and land-use, MSK has decades of experience in guiding clients through complicated transactions. Creating the ideal entity structure for real property ownership, contemplating the timing of portfolio swaps and exchanges, negotiating the real estate assets as a subset of a business sale . . . each of these scenarios requires deft and the ability to anticipate countless obstacles to closing a successful transaction. MSK provides the expertise necessary to consummate the most challenging of situations for its clients.


representative matters

  • Negotiated and coordinated purchase agreements, joint venture agreements, financing documents, due diligence and all closing activities for a variety of real property transactions involving residential, commercial, mixed-use, hotel, resort and retail development, purchase and sale
  • Negotiated and coordinated entitlement, acquisition, construction, and management of golf courses, clubhouse facilities, and attendant, residential and hospitality facilities (single-family and multi-family, for sale and for rent), including financing in connection therewith. 
  • Negotiated purchase and sale agreements and supervised entitlement processing, including governmental relations and the preparation and approval of all entitlement documents, for over 4,000 lots/units.
  • Negotiated purchase, refurbishment, development and construction agreements for distribution and warehouse facilities on behalf of importers and exporters of apparel, athletic footwear and fabrics, and leasing agreements for the headquarters and warehouse of a beauty products manufacturer and distributor.
  • Responsible for all regional acquisition activities for a national homebuilder, including sourcing, generating and identifying acquisition opportunities, financial projections and risk assessment.
  • Obtained judgment in favor of real estate developer in action brought by homeowner, including award of attorneys’ fees incurred in connection with the case.
  • Represented high-rise residential co-op against construction manager/lenders representative for fraud, negligence and breach of contract relating to a multi-million dollar renovation and upgrade construction project. After a 30-day trial, jury returned a verdict in favor of the co-op, and the court awarded the co-op 100% of its attorneys’ fees on the only claim for which attorneys’ fees were arguably recoverable.
  • Eminent domain matter for second largest U.S. bank, involving taking of branch. In addition to value of land, buildings and fixtures, matter involves claim for significant loss of business goodwill.
  • Major, complicated eminent domain settlement for largest provider of formal wear in U.S. in connection with freeway widening that severed its state-of-the-art conveyor system in its Southern California distribution center.
  • At trial against Alameda Corridor Transportation Authority, obtained a jury verdict very close in amount to that attributed by the real estate appraiser retained by our client.
  • Obtained a favorable settlement for owner of industrial park in a complex matter involving City of Riverside’s grade separation project that changed traffic patterns and eliminated a large segment of parking available to tenants and customers.
  • Represented major real estate developer in partnership dispute regarding the ownership, financing, development, and management of a 600 acre high end, gated, residential golf community. The developer was sued for hundreds of millions of dollars for breach of contract, breach of fiduciary duty, waste, unjust enrichment, and an accounting. After a court trial lasting over 11 months, the court found that the developer was not liable on any of the claims, that the developer should recover over $15 million on its cross-claims, and that the developer should recover all of its attorneys’ fees.
  • Obtained summary judgment order rescinding an already-consummated real estate transaction and requiring the seller to return the purchase price based on an incomplete disclosure by the seller and broker.
  • After several week jury trial, obtained multi-million dollar jury verdict in favor of mortgage company and against large real estate company for misappropriation of trade secrets, which case was settled during jury’s deliberations in the punitive damages phase.
  • After several days of trial, obtained non-suit in favor of company involved in real estate investments and the manufacture of fuel management and instrumentation systems for military aircraft against claims by shareholder/employee for breach of stockholders agreement, breach of fiduciary duties, and related claims. 
  • After two-month arbitration, successfully defended owner of several large apartment complexes against claims by the lender under a net operating income loan for fraud and numerous breaches of contract.
  • Advisor to the Asia Pacific Real Estate Association (APREA) in connection with its entering into a collaboration agreement with Cambridge Associates, LLC, Cambridge, MA (USA).
  • Advisor to the legislative committee of the adoption of a real estate investment trust scheme in the Republic of the Philippines.
  • Advisor to the chairman of the real estate and finance program of Peking University’s School of Law on the adoption of a real estate investment trust scheme in the People’s Republic of China.
  • Successfully tried a wide range of jury and non-jury cases involving commercial, real estate, product liability, construction, insurance and business torts.
  • Represented the owner/net lessor of three NYC buildings which house major television studios for nationally known television shows with live studio audiences in connection with complex commercial net leases. 
  • Represented numerous businesses in connection with substantial commercial lease deals. 
  • Represented numerous private investors, purchasers and sellers in connection with the negotiation, purchase and sale of super-luxury residential townhouses, condominiums, and cooperative apartments in New York City. 
  • Structured and negotiated the sale of $500 million portfolio of office building properties.
  • Negotiated the sale of an 870-unit luxury apartment and commercial complex.
  • Represented purchasers in a transaction involving a $75 million apartment complex.
  • Represented major developers of high-rise and other larger office buildings in California, Hawaii and other states.
  • Represented homebuilders in all phases of the development of major residential tracts including advice in connection with subdivisions in preparation of environmental impact reports.
  • Represented a Southern California municipality in connection with the development of a major shopping center and hotel complex.
  • Structured, negotiated and documented the restructuring of $130 million of institutional debt and the subsequent disposition of properties by a NYSE-listed real estate investment trust.
  • Represented a European bank in connection with the acquisition of a number of properties throughout Northern California related to the settlement of a non-performing loan and the subsequent multi-year development and disposition of those properties.
  • In Better Foods Land Investment Company v. Glendale Redevelopment Agency, MSK filed an action for declaratory and injunctive relief to enjoin condemnation proceedings against Better Foods’ property on the basis that the defendants were seeking to take its property for a non-public use contrary to the Fifth and Fourteenth Amendment and contrary to California Redevelopment law. The case was settled for a sum significantly more than had been offered by the Redevelopment Agency.
  • Represented sellers of single-family residences in Los Angeles and San Francisco, respectively, each of which resulted in the highest sales price ever received for a single-family home in each respective city.
  • Represented numerous private investors, purchasers and sellers in connection with the negotiation, purchase and sale of super-luxury residential townhouses, condominiums, and cooperative apartments in New York City.
  • Represented the owner/net lessor of three New York City buildings which house major television studios for nationally known television shows with live studio audiences in connection with complex commercial net leases.
  • Represented the U.S.-based subsidiary of a Taiwanese manufacturer in the purchase of a warehouse in South Elgin, Illinois. This was the second purchase in Illinois in which MSK has represented this client.
  • Represented an investment group acting as the seller in the $6.7MM sale of an office building in Inglewood, California.
  • Represented the borrower in the $45 MM refinance of a 230,000 square foot retail shopping center in Rancho Mirage, California, offering premier outdoor shopping, dining, and entertainment.
  • Represented a family real estate holding company acting as the purchaser in the purchase of a $14 MM shopping center in Fairfield, California.



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