Real Estate & Hospitality

Investors and funds buying property, developers carrying a site from entitlement to delivery, and the owners, operators, and lenders around a hotel or mixed-use asset. The matters that suit us have a holding structure, a capital stack, or an operating agreement that must be drafted against one another, or a border running through them. We are not a title agency and we do not run a volume leasing desk; where a matter needs a local zoning lawyer or a land-registry filing abroad, we bring one in and remain accountable for the whole.

Yes, and the entity that takes title is the first structuring decision. A limited liability company taxed as a partnership passes depreciation and losses through to its members and lets the waterfall be written into the operating agreement. A REIT must have at least 100 shareholders after its first year, cannot be more than 50 percent owned by five or fewer individuals, and must distribute at least 90 percent of its taxable income each year. We choose the vehicle with the exit in mind, then draft the joint venture, the loan, and the leases so they agree with it.

Most often the United States, the United Kingdom, and the United Arab Emirates, with holding vehicles in the centers our global-reach pages describe. Each has rules a buyer should know before the structure is drawn. Non-residents have paid UK capital gains tax on all UK land, commercial as well as residential, since April 2019, and a company holding a UK dwelling worth more than £500,000 owes an annual enveloped-dwellings charge. In Dubai, foreign buyers may own freehold only in designated areas, and the Land Department charges a 4 percent transfer fee. Local counsel handles the registry step; we hold the structure together.

Zoning, permitting, and recording are municipal and county matters, and environmental review runs through state agencies and, for wetlands or contaminated sites, federal ones. Three federal regimes surprise buyers. A vehicle that pools outside capital is selling securities, usually under Regulation D, and its Form D is due within 15 days of the first sale. Since 2020 CFIUS may review a foreign person's purchase or lease of real estate near listed military installations, ports, and airports even when no business changes hands. And a like-kind exchange or a foreign seller puts the IRS in the closing. We have represented clients in matters before the SEC and the IRS.

Yes. A hotel is a building with an operating business attached, and the operating documents carry rules of their own. A franchise disclosure document must reach the franchisee at least 14 calendar days before anything is signed or paid, under the FTC's franchise rule. A management agreement typically lets the owner terminate after the operator misses a performance test for two consecutive years, and the brand's property-improvement plan on a sale is a cost the buyer prices before bidding. We draft the ownership structure, the loan, and the operating contracts so that exercising a right under one does not breach another.

Yes. One partner holds the structure and instructs locally admitted counsel for the steps that are local by law. In most civil-law countries a transfer of land is valid only when executed before a notary and entered in the land register, with fees fixed by tariff rather than negotiated. An overseas entity that owns UK land has had to register at Companies House and disclose its beneficial owners since 2022, and cannot register a title or a charge until it does. Those steps go into the closing timetable at the term-sheet stage.