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Goodwin Procter LLP

The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

Diana Brummer, Partner, and Bridgette Bolte, Associate—Joint Ventures/Real Estate Finance

Diana Brummer is a real estate partner in Goodwin’s New York office. Diana’s practice focuses on commercial real estate transactions throughout the country, with an emphasis on complex joint ventures, financings representing both lenders and borrowers, acquisitions, dispositions, and loan workouts. Her clients include pension funds, real estate investment funds and their investment managers, and REITs. Diana has been recognized by Chambers USA as one of New York’s top real estate counsel and is recommended by The Legal 500 United States. She received her B.A. from the University of Illinois at Urbana-Champaign and her J.D. from Cornell Law School.

Bridgette Bolte is a real estate associate in Goodwin’s Boston office. Bridgette advises institutional real estate companies in a variety of commercial real estate transactions, including complex joint ventures, mortgage and mezzanine financings, and asset-level and entity-level acquisitions and dispositions (for office, multi-family, industrial, retail, and mixed-use projects, as well as hotels and resorts worldwide). Bridgette also represents institutional investment funds in connection with subscription secured credit facilities, as well as hotel managers in connection with the negotiation of hotel management agreements with hotel owners. Bridgette earned her B.A. in Political Science (with a minor in Global Studies) from the University of California, Los Angeles and her J.D. from Boston University.

Describe your practice area and what it entails.

Diana: In shorthand, my practice focuses primarily on assisting capital in investing in real estate transactions. What that means from a transactions perspective is that I represent investors at various levels of the capital stack, including so-called “money partners” in joint ventures, mortgage and mezzanine lenders, and borrowers in financings, and then on the back end of investment, sellers in asset-level or entity-level dispositions. The wide breadth of my practice, which is typical in Goodwin’s joint venture/real estate finance subgroup, means a broad skill set is needed, and no two days are the same.

Bridgette: My practice focuses primarily in the joint venture, real estate finance, real estate transaction, and hospitality and leisure subgroups in Goodwin’s Real Estate Industry group. We assist clients at all stages of an asset’s life cycle. At the acquisition stage, this includes drafting and negotiating complex joint venture agreements with operating (or investment) partners for both stabilized and development assets and acquiring a commercial property, ranging from multifamily apartment complexes to office buildings to retail or mixed-use projects to hotels and resorts. Often, our clients will acquire assets using a combination of equity and debt, and we assist in negotiating loan documents necessary for funding the acquisition. During an asset’s life cycle, we will often assist our client in refinancing or adding additional debt to the property. Finally, we will assist in the sale of the asset, either as a standalone sale or as a part of a larger portfolio disposition.

What types of clients do you represent?

Diana: I’m fortunate that my clients consist of some of the most active and sophisticated institutional players in the real estate market.

Bridgette: I work primarily with and represent both private and public real estate investment companies, real estate investment funds, other commercial real estate owners, and operators and hotel management companies.

What types of cases/deals do you work on?

Diana: In the financing space, I have worked on a number of large construction financings in recent years, representing Mack Real Estate Credit Strategies, the debt platform of Mack Real Estate Group, as the lender of both mortgage and mezzanine debt. Construction financing requires a deep understanding of the intended project and is an exciting way to be involved in the development process.

Bridgette: I work on both domestic and cross-border commercial real estate transactions, including joint ventures, acquisitions and dispositions (both single asset and portfolio, as well as entity level), and financings. In addition, I represent hotel management companies and operators in the negotiation of hotel management agreements with hotel owners.

How did you choose this practice area?

Diana: My academic background focused on East Asian Studies, and I speak Japanese. At the start of my career, Japanese investors were very active in the real estate market, and real estate law was an area where I could pair my interest in Japan with my desire to do transactional work. I eventually ceased to focus on Japan-related work, but my love of real estate work remained. I think many of us in real estate particularly enjoy the fact that a tangible asset is involved, and our work shapes the skylines of various major cities.

Bridgette: Goodwin encourages its summer associates to seek work from all practice areas and even allows them to split work between the firm’s corporate and litigation practices. As a summer associate, I sought work from a number of practice areas I was interested in, including real estate, and ultimately chose real estate for my career because I enjoyed not only the work, but also the group’s partners, associates, and staff. As my career has progressed, I have learned that I also enjoy working and socializing with our real estate clients, both in formal transactional and informal social contexts.

What is a typical day like and/or what are some common tasks you perform?

Diana: This is a difficult question because there really is no typical day. My work is a combination of meeting with clients about new opportunities to work together, teeing up new transactions, reviewing documents that have been drafted by our fantastic associates, leading negotiations, training associates both formally and informally, co-chairing our Women’s Initiative, and troubleshooting issues, among other things.

Bridgette: One of my favorite aspects of my practice is that every day is different. Some days feel very interactive and are filled with client calls and internal meetings. Other days, I spend a large part of my day at my desk drafting or reviewing a sophisticated transaction document or preparing an issues list for discussion with a client and negotiation with our client’s business counterpart. Most often, my days are a mix of both, with any remaining time spent with junior associates, working through diligence questions or preparing closing deliveries and managing deal-closing logistics.

What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?

Diana: For associates going into any kind of transactional practice, I always recommend an accounting class. However, I also think that for most of us, law school is the last component of our formal education, so take advantage of that opportunity to take classes in anything and everything that interests you. (My colleagues may disagree with me on this!)

Bridgette: I would recommend taking an experiential business transaction class (such as contract drafting), as well as corporations and corporate finance. In addition, both secured transactions and tax would be useful background (though, admittedly, I took neither). Goodwin offers both business basics and real-estate-specific training to its junior associates. Coupled with experiential learning and on-the-job training, diligent and hardworking associates will be able to succeed in our practice group even if they did not take specific courses in law school.

What is the most challenging aspect of practicing in this area?

Diana: One of the most challenging aspects of a broad transactional real estate practice is developing expertise in such a wide breadth of issues and structures. Purchases and sales versus financings versus joint ventures present very different issues with changing market norms. This challenge is also part of what keeps the practice exciting.

Bridgette: The most challenging aspect of practicing in the commercial real estate industry is that the real estate industry is ever-changing, and the “hot” asset classes continue to shift with real estate market trends. While challenging, continuing to learn and master new asset classes (e.g., retail vs. industrial) keeps my practice nimble and interesting! Another challenge is that, as this practice is transactional, it can be difficult to effectively predict my schedule for the upcoming week or month and/or plan ahead (both short and long term).

What do you like best about your practice area?

Diana: I like that real estate touches everyone’s life in a day-to-day manner and involves a tangible asset.

Bridgette: As I mentioned above, I enjoy the clients that work in the commercial real estate space. In addition, I enjoy (i) that the underlying asset that I work with is tangible, and from time to time, I am able to visit my projects in person, and (ii) that, most often, we follow an asset from the beginning of its life cycle (acquisition) with a client through the end (disposition).

What are some typical tasks that a junior lawyer would perform in this practice area?

Bridgette: Junior lawyers are primarily responsible for deal organization (e.g., managing transaction checklists), reviewing due diligence materials, drafting closing deliverables and authority documents, and managing closing processes. These tasks lend to direct client contact as well as contact with opposing counsel early and often. Also, in our practice, we have a variety of transaction sizes, and, as such, ambitious junior lawyers will also often obtain experience early on drafting and negotiating larger transaction documents (such as purchase agreements and loan documents) for smaller, leanly staffed transactions.

How do you see this practice area evolving in the future?

Diana: Over the course of my career, commercial real estate has become progressively more institutional and global in nature. That means a firm like Goodwin, with its strong institutional client base and global footprint, is well poised to meet the needs of real estate clients moving forward. I also think we will continue to see interesting developments at the intersection of real estate and technology (i.e., PropTech).