Representative Transactions

Corporate Transactions and Business Organization

  • Have negotiated partnership agreements and LLC operating agreements among partners and investors and joint ventures.
  • Have represented and LLC members in buy-outs of other partners’ and members’ interests in entities.
  • Have negotiated agreements for dissolution of partnerships and LLCs.
  • Have drafted articles of incorporation, bylaws and other instruments incident to formation of corporations, as well as resolutions, board meeting records and other documents related to corporate governance.
  • Formed a non-profit corporation and obtained tax-exempt status under federal and state laws.
  • Advised a food wholesaler on negotiation of a joint venture with an Asian company for import, processing and distribution of food products throughout the United States.
  • Advised a freight forwarding company on formation of a joint venture with a Central American company for projects in that region.
  • Represented seller in sale of a wine and beer retail business.
  • Advised and represented a physician on acquisition of another physician’s practice.
  • Advised and represented a California-based hotel real estate investment trust on acquisition of hotel management company.
  • Drafted and negotiated employment contracts for three top tiers of senior executives in a hotel management company.
  • Represented hospitality company in negotiation of a joint venture with a real estate company for a New York City private club.
  • Have negotiated multiple professional consulting agreements.

Hospitality Development

  • Advised and represented a California-based hotel real estate investment trust on acquisition of hotel management company.
  • Advised and represented New York-based owner of a nationwide portfolio of hotels on restructuring of hotel management agreements with several independent management companies.
  • Represented hospitality company in negotiation of a joint venture with a real estate company for a New York City private club.
  • Have represented hotel investors in purchases of full-service and select-service hotels nationwide.
  • Have represented hotel and restaurant owners in negotiation of franchise agreements nationwide.
  • Have represented hotel owners in negotiation of hotel management agreements nationwide.
  • Represented hospitality company in negotiation of a multi-unit development agreement for an exclusive regional right to develop and operate a chain of ice cream stores.
  • Have represented hotel owners in negotiation of loan documents to finance acquisitions of hotels.
  • Have represented hotel operators and owners in negotiation of subordination agreements, including SNDAs, incident to acquisition and refinancing hotels.
  • Have represented hotel owners and management companies in negotiation of transactions for workouts of financially distressed hotels.
  • Have represented hotel owners in negotiation of license and consulting agreements with celebrity chefs for independent operation of affiliated restaurants in hotels.
  • Have represented owners and managers of multiple hotels in negotiation of franchise agreements with Starbucks Corporation and at least three of its competitors for independent-operated, branded coffee shops in various locations in the United States and the United Kingdom.
  • Negotiated amendment to long-term ground lease on behalf of a Maryland-based hotel owner.
  • Negotiated lease of multi-unit residential property to house employees of a resort in Key West, Florida.
  • Negotiated license agreement between a resort and an alcohol beverage distribution company for the resort to operate a restaurant under a major whiskey brand.
  • Have negotiated several agreements between resorts and neighboring residential and timeshare developments for residents and guests of the developments to have access to the resorts’ recreational facilities.
  • Advised and represented condominium board on negotiation of an agreement with a property manager for operation of the common areas of a condominium development.
  • Negotiated covenants and easements for shared use of a parking ramp by neighboring buildings.
  • Negotiated covenants and easements for shared use and maintenance by neighboring buildings of a sewage pumping facility.
  • Have negotiated real estate owners and tenants in negotiation of commercial leases for restaurants.

Hospitality Operations

  • Have negotiated leases and management agreements for independent operation of spas, restaurants, golf courses and various entertainment concessions in hotels and resorts.
  • Have represented hotel operators in negotiation of agreements with wireless network service providers for rooftop antennas and in-property wireless access.
  • Have advised and represented a food and beverage wholesaler on negotiation of agreements with hotel and restaurant franchisors to be an approved supplier of goods to their franchisees.
  • Advised and represented a private club located in an historic building in Chicago on negotiation of a city permit from the City of Chicago for renovation of the building under an exemption from the city’s disability accessibility code for historic structures.
  • Have represented hotel management companies in negotiation of agreements to to out-source valet parking, shuttle, audio-visual and other functions in large hotels and resorts.
  • Have negotiated numerous agreements between hotel management companies and service providers and suppliers.
  • Have represented hotel owners and operators in negotiation of leases and license agreements for neighboring businesses to use excess parking facilities and office space in hotels.
  • Advised and represented a hotel management company as a court-appointed receiver in a hotel insolvency case.
  • Have advised hotels on legal issues related to environmental matters, including remediation of mold contamination, asbestos removal, disposal of hazardous substances and responses to legionella contamination.
  • Have advised and represented hotel owners and management companies in negotiation of multiple construction contracts for renovations.
  • Have drafted temples for day-to-day use by hotel operators for routine contracts including sales, service and bulk purchase agreements.

Entertainment

  • Negotiated Tournament Facilities Agreement between a Florida golf resort and the PGA Tour.
  • Negotiated Production Agreements with Broadway-based theatre company and a cirque-style circus company, for performances at a major music venue in Nashville, Tennessee.
  • Negotiated contracts for production of a Holiday-themed walk-through ice sculpture displays at a chain of resorts.

Hospitality Marketing

  • Developed gift card program for a Montana-based international campground franchisor.
  • Represented large international hotel brand company in negotiation of commercial co-venture (co-marketing) agreements with charitable organizations.
  • Have advised hospitality companies on negotiation of co-marketing agreements with other companies.
  • Negotiated co-marketing agreement between major hospitality brand company and major record label.
  • Negotiated agreement for major hotel corporation to sponsor events related to opening of new museum.
  • Have negotiated contracts between hotel companies and the NFL, FIFA and Olympic Organizing Committees for citywide use of hotel facilities during high-profile sports events.
  • Negotiated agreement between a brand company and one of its franchisees to share marketing resources.
  • Have advised limousine and shuttle service company on service agreements with corporate clients.

Hospitality Sales

  • Have represented  large international hotel brand companies in negotiation of nationwide and worldwide agreements with multiple corporate customers for group events and business transient travel.
  • Have negotiated license agreement for universities, boarding schools and the U.S. Department of Defense to use wings of hotels as dormitories.
  • Negotiated agreement for a hotel to retrofit and license a wing for use by a medical clinic as a residential facility.
  • Have advised travel agencies and event planners on negotiations with hotels and resorts, and development of templates for contracts with their own clients.
  • Have negotiated leases and license agreements for corporate housing, on behalf of both property owners and tenants.

Business Reorganization, Bankruptcy and Insolvency Proceedings

  • Have advised hotel owners and management companies on workouts of financially distressed hotels.
  • Have represented debtors and creditors in the hospitality industry and other industries in multiple Chapter 11 and Chapter 7 bankruptcy cases.
  • Have represented debtors and creditors in the hospitality industry and other industries in multiple foreclosures, receiverships and other insolvency-related cases in state courts.