The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Nathalia Bernardo, Partner, and Dennis K. Heyman, Associate—Real Estate
Nathalia Bernardo represents clients in complex real estate transactions, including joint ventures, ground leases, acquisitions, dispositions, and development and management agreements for properties in multiple asset classes. Nathalia advises private equity firms; institutional real estate investment advisers; family offices; high-net-worth individuals; and closely held real estate owners, developers, and investors. Nathalia is an adjunct professor of law at Cornell University Law School and an adjunct assistant professor at Columbia University’s Graduate School of Architecture, Planning & Preservation. She is also a vice chair of the Mentor Program for the Urban Land Institute New York and serves on the Membership Committee for CREW New York.
Dennis K. Heyman assists developers, investors, operators, purchasers, sellers, borrowers, and lenders in the acquisition and disposition, leasing, financing, management, and development of single- and mixed-use commercial and residential properties, including multifamily apartments and condominiums, hotels, office buildings, and shopping centers. Dennis was named a Woodward White Inc.’s Best Lawyers: Ones to Watch, 2021. He graduated from Yale University with a B.A. in Economics in 2008 and earned his J.D. from Harvard Law School in 2013.
Describe your practice area and what it entails.
Nathalia: I represent different types of real estate owners with respect to their investments in commercial real estate across multiple asset classes. Since I’m a transactional attorney, I draft and negotiate contracts and give my clients advice on their legal issues while taking into account their business goals. I guide clients through partnerships (when they own real estate with others); purchases and sales; and other special transactions, such as ground leases (when an owner leases the entire property to a tenant).
Dennis: My practice is a broad transactional “dirt” real estate practice covering all areas of commercial real estate and focusing on complex projects both in New York and nationwide.
What types of clients do you represent?
Nathalia: I represent private equity firms and public companies that invest in real estate. The public companies are real estate investment trusts (REITs) that receive beneficial tax treatment by structuring their investments and distributions to shareholders in an IRS-compliant manner. I also represent family offices (families who conduct their investments in real estate and other assets through a formal office); high-net-worth individuals; and other real estate owners, developers, and investors.
Dennis: I represent clients involved in a wide range of real estate transactions, including real estate developers, investors, operators, purchasers, sellers, borrowers, and lenders.
What types of cases/deals do you work on?
Nathalia: Recently, I represented a client in a joint venture for the acquisition and development of an industrial warehouse, a landlord leasing space to an online grocery delivery company, and a landlord in a ground lease whereby the tenant will lease all the land underneath a convention center upon the landlord’s acquisition of the land.
Dennis: Some of my recent experience includes representing an experiential real estate investment trust (REIT) in connection with numerous acquisitions of casinos, hotels, and related properties throughout the United States and the simultaneous leasing of these gaming properties to operators under triple-net leases. I have also assisted a New York-based real estate investor and developer with the acquisition and financing of various multifamily buildings in New York.
How did you choose this practice area?
Nathalia: I started my legal career at a prior firm as a corporate attorney, right before the financial crisis of 2007-2008. At that time, there were more real estate deals than the department could handle, so I was loaned out to the Real Estate group to work on their transactions. I discovered a love of real estate deals, and I made the switch to that department so I could work on those deals full time.
Dennis: I started my legal career working as a lender-side finance attorney. While I learned a tremendous amount from the challenging work I was doing, the asset-class subject to my transactions always seemed a bit obscure to me, and I wanted a broader practice. Real estate provides me with the same challenging work, but I get a sense of satisfaction in seeing the projects I am working on actually impact our cityscape, which is enhanced all the more when I’ve been involved in multiple stages of the project, from the acquisition of a property to the financing of the development of the property—and everything in between.
What is a typical day like and/or what are some common tasks you perform?
Nathalia: There’s really no such thing as a typical day! That said, I often spend my day reviewing and commenting on drafts of contracts, speaking to my team about issues in those drafts and potential solutions, and connecting with clients to determine how they would like to move forward on those various issues and solutions.
Dennis: A typical day for me is filled with drafting and reviewing various real estate transactional documents, including purchase and sale agreements, loan agreements, and ground leases and jumping on calls with clients and opposing counsel to discuss issues regarding the same. Every day is different, which keeps every day exciting in its own way.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Nathalia: I always recommend two courses to students: Corporations/Business Organizations and Tax. If you want to be a transactional attorney, it’s critical to understand how corporations and other business organizations are structured and function (you’ll need this knowledge in order to properly advise your clients). Tax is another important course because tax considerations often drive the structure of transactional matters; you’ll need at least a basic understanding of the issues in order to understand the deal.
Dennis: I recommend taking Property and other real estate-related courses in law school. If no additional courses specifically relating to real estate are offered, take general transactional courses, as the knowledge is generally transferable to our practice group. Additionally, it is always helpful to keep up with large real estate transactions and clients and the industry generally by reading the news.
What do you like best about your practice area?
Nathalia: I really like the mental aerobics that I get to perform on my deals. My matters involve complex concepts that are even more fascinating when applied to high-profile commercial real estate in major cities, including New York. I get to be creative when coming up with solutions and recommendations for my clients, which is actually quite fun!
Dennis: I like that my practice area allows me to represent clients in all aspects of real estate transactions. I represent lenders and borrowers, sellers and purchasers, and landlords and tenants, so I am able to keep in mind the perspectives of both parties to a transaction in negotiating the best result for my clients.
What misconceptions exist about your practice area?
Nathalia: Some people think that you either have to love your 1L property course (I did not) or that you have to be a “yeller.” (You know the type ... they scream and carry on during heated negotiations.) Neither is true. I approach negotiations with a collaborative mindset. While you do have to be firm and hold your ground on important points, I see negotiations as an opportunity to achieve a fair deal that accomplishes the client’s business goals without being “over-lawyered.”
Dennis: Some people view a real estate practice as a “support group” to other corporate groups at a law firm. That couldn’t be further from the truth at a firm like Kramer Levin. The large majority of the work in the Real Estate group at Kramer Levin is real estate based, which means we run our own deals and rely on support from other groups at the firm to provide input on certain specialist topics.
What is unique about your practice area at your firm?
Nathalia: At Kramer Levin, we are all laser focused on providing excellent client service and superior work product, but that doesn’t make us different than other law firms. What sets us apart is the way we practice law. No one in the department thinks they’re the smartest person in the room or thinks that the junior lawyers have nothing to add. We collaborate—constantly—and we are better lawyers for it.
Dennis: The Real Estate practice at Kramer Levin, like the other practice groups at Kramer Levin, comprises smart, creative, and genuinely kind people who work as a team to provide the best representation for our clients.
How important is collaboration in effectively practicing real estate law?
Nathalia: Collaboration is the key to success. You must effectively collaborate with your team, which includes the senior attorneys in your department as well as attorneys from other departments at the firm who have roles to play in your matters (tax attorneys are always critical). You must also collaborate with your clients to fully understand their business goals in order to effectively advocate for their positions, and you will even collaborate with opposing counsel—together, you will get the deal done for your clients.
Dennis: Collaboration is paramount in providing a well-rounded representation to our clients. Our real estate transactions are complex and often include wrinkles that require us to collaborate.