Adler & Stachenfeld LLP

Managing Partner: Terri L. Adler

Chairman: Bruce Stachenfeld

Number of lawyers: ≈50

Languages: English

Firm Overview:

Adler & Stachenfeld LLP ("A&S") is known for regularly handling the most complex and sophisticated real estate transactions throughout the United States as well as globally. The firm is the "Pure Play in Real Estate Law" where all of its practice areas are focused primarily on real estate.A&S has approximately 50 full-time real estate lawyers making it one of the largest real estate law practices in New York City.The firm's Real Estate Group handles matters across all asset classes in virtually all U.S. jurisdictions and many non-U.S. jurisdictions.These matters span almost every conceivable transaction structure, involve every level of the capital equity and debt stacks, and encompass various degrees of complexity.

Main Areas of Practice:

• Bankruptcy, Creditors’ Rights & Business Reorganizations
• International
• Corporate Real Estate (Join Ventures, Programmatic and Platform Investments, Fund Formation)
• Land Use
• Litigation
• Opportunity Zones
• Real Estate
• Tax

Client Base:

Adler & Stachenfeld represents all ranges of clients from public companies to sovereign wealths, private equity fund managers, affordable housing developers, lenders, landlords, governmental agencies, and everything in between.The firm represents emerging managers and start-ups and established companies as they navigate the ever-changing real estate world.

How does Adler & Stachenfeld stand out?

Adler & Stachenfeld spends a great deal of time focused on its core mission, "To Help Our Clients Grow Their Businesses." This is a unique value-add that distinguishes A&S from other law firms.Instead of focusing only on providing legal services to clients, the firm also directs its focus on what clients often need more than anything else, namely, assistance in growing their real estate businesses successfully.

Practice Areas:

o Platform/Programmatic Investment – The Platform Investment Group handles transactions that involve investment into established or start-up platforms by a variety of investors.We also represent the target when they are accepting a strategic investment by a platform investor.These transactions involve corporate governance, control, exit mechanics, employment issues, tax, and other disciplines as it involves both an investment in an operating business as well as underlying real estate or real estate related assets.

o Fund Formation and Fund Leverage – A&S has represented clients in the formation of funds that focus on general partner/sponsor capital, as well as representing investors into such funds.We have handled diligence on larger funds and negotiation of side letters for those investors.The firm has also handled the fund level financing.

o General Corporate- A&S has a general corporate/M&A practice that assists clients in their day to day corporate governance, corporate restructurings, sales of divisions/subsidiaries, review of M&A advisory agreements, review of NDAs, subpoena document production, creation of policies/procedures, and other customary corporate/company oversight matters.

o Ground Leasing – The firm's Ground Leases Practice has handled a variety of ground lease transactions throughout the United States, including related financings and the often complex tax structuring associated with ground leases.Many of the underlying properties have historic tax credits and other tax incentives that create challenging structuring issues that have to be navigated.Some properties involve a sale-leaseback and/or are ground up development or significant redevelopment, and may include advances by the ground lessor to facilitate such development/redevelopment.The firm has been called upon to act as specialty ground lease counsel on numerous occasions including as expert witnesses in litigations.

o Tax Expertise: The Tax Practice has handled sophisticated inbound and outbound investment transactions, tax controversies, mergers and acquisitions, restructurings, financial instruments, investment funds, executive compensation, and employee benefits. A member of our team has highly specialized expertise in real estate investment trusts (REITs). Our work in this areatax consequences of our client’s investment strategies and other activities.

o Distress – Adler & Stachenfeld has advised both lender side and borrower side clients on workouts, tendering of assets, restructurings, and the navigation of troubled assets where there is nothing “wrong” other than dislocation of value, inflationary challenges, lack of refinancing opportunities, and a secular change in use.In many instances, A&S' experience as both lender side counsel and borrower side counsel has given the firm a particular ability to see the pitfalls and problems that counsel that handles only lender side or borrower side often miss.We also work closely with our Litigation Practice to troubleshoot areas of strength and weakness as we advise clients in these difficult situations.

o Construction – The Construction Practice handles the contracts and agreements relating to ground-up developments for commercial projects throughout the United States, including industrial, multi-family residential (both affordable and market) and large and complex office tenant fit-out projects and the related architecture, engineering, environmental, and other mission-critical consulting agreements.We represent largely owner or tenant side clients on these matters, and also represent lenders in reviewing the underlying agreements and related documents.

o Litigation -A&S' Litigation Group handles complex litigation matters throughout the country.This includes disputes, arbitration, and litigation involving enforcement of (and defense against) mortgage and mezzanine lenders' rights, CMBS issues, landlord-tenant proceedings, and disputes between venture partners, lenders and participants (or co-lenders), and other transaction parties.Members of our practice have investigated and litigated, through trial and appeal, issues of lender liability, fraud, and a host of other distress or insolvency-related issues, as well as commercial breach of contract, fiduciary duty, intellectual property, licensing, professional liability, and corporate governance disputes.We also call on our Litigation Group to assist in workouts and loan restructurings, an area where strategizing on potential litigation strategies is of particular importance.

o New York City Land Use and Tax Incentives – New York City is an often challenging place to conduct business with an antiquated zoning code to increasingly complex incentives, and having smart and talented lawyers is key to getting through to a viable project (especially in the ever-changing landscape as incentives lapse and new incentives are put in place.

• A&S' Land Use & Zoning Practice handles all things land use and development in NYC's five boroughs in residential, commercial, retail, and industrial whether development or redevelopment of property.This includes taking projects through ULURP and obtaining discretionary and non-discretionary approvals, including applications before the New York City Board of Standards and Appeals and the New York City Department of City Planning, and providing advice to clients about zoning compliance, urban planning, and economic development to advance our clients’ development goals.

• The NYC Real Estate Tax and Incentives Practice includes guiding clients on minimizing their property tax burden (through tax certiorari proceedings) as well as representing developers on NYC tax incentive programs such as 485-x (previously 421-a), ICAP, IDA benefits such as FRESH, and matters relating to Inclusionary Housing zoning benefits before the New York City Department of Housing Preservation and Development.She regularly represents developers on inclusionary housing applications (VIH, MIH, PFASH/AIRS).Tyng counsels not-for-profit organizations on how to qualify for property tax exemptions for space that they own and occupy and advises nonprofits on leasehold condominium formation as one popular strategy for successfully obtaining property tax exemptions.As a result of the expertise of Tyng and Ashley, they can work hand in hand to maximize a project’s rights to property tax and zoning benefits simultaneously.

o Financing (including PACE Financing) - A&S' lender side team, led by the Finance Practice has extensive experience in handling debt transactions on behalf of our clients.This includes originating debt of all types (including first mortgage, mezzanine debt, A/B note structures, participations, and other more tailored transactions) across virtually all asset classes (including multifamily, industrial, life sciences, office, retail, self-storage, hotel, and niche assets).The firm has substantial expertise representing clients in preferred equity transactions, and represent both lenders and borrowers in PACE Financing.

o Leasing Expertise -The firm's Leasing Practice focuses solely on commercial leasing throughout the country and have done so for decades. The team specializes in retail leasing and office leasing on behalf of landlords and tenants (including ground-floor retail leasing of multifamily and condo assets).

o Impact Investing – The Impact Practice helps sponsors, operators, investors, and lenders develop and implement environmental, social, and governance (ESG) policies and strategies tailored to their specific business objectives and investor demands.Whether it is representing an investor seeking to invest in affordable housing or PACE Financing to establishing an Impact focused fund, A&S assists clients throughout their ESG initiatives.