As the Coronavirus (COVID-19) continues to disrupt travel and almost every other aspect of day-to-day life, the hospitality industry faces unprecedented challenges. Hotel closings, employee furloughs and other drastic measures have been implemented all over the globe and while in parts of Asia things are getting better, in Europe and the United States we are just seeing the beginning. These challenges and actions affect and cut across all aspects of the industry – from operations to financing to M&A transactions; they cover all stakeholders – investors, owners, lenders, employees and customers/guests; and they involve both day-to-day considerations related to dealing with the current crisis as well as planning for its aftermath.

In response, Proskauer has formed a cross-disciplinary, cross-jurisdictional group of lawyers focused on supporting and addressing concerns of our hospitality industry clients. Our team is ready to help clients navigate problems and implement a proper response.

Proskauer recently issued a general Coronavirus Disruption Checklist. Over the past two weeks, since the crisis has intensified in the United States and Europe, we have seen more and more questions from our hospitality clients and in this post we aim to share some of our experiences and advice. Many businesses find themselves in difficult situations but our experience is that there is much to gain by forward thinking and engaging early with lenders, brands, customers and suppliers. While we have attempted to identify issues to be considered and provide concrete advice as much as possible, the nature of many of these issues makes it hard to make specific recommendations without knowing the particulars of the situation and the client.

Coronavirus and the Hospitality Industry

Operations:

  • Regulatory Issues:
    • Monitoring applicable federal, local and state public health department guidelines and regulatory requirements, as well as advisories from the U.S. Center for Disease Control (CDC) and OSHA. As these have been changing on an increasingly faster pace, we recommend monitoring these on a daily (if not more often) basis.
    • In the event travel is contemplated, it is important to monitor up-to-date regulations in both place of origin and destination, as well as any connection jurisdictions.
    • There are many government and state relief measures being considered all over the world and it is important to follow how those may affect specific businesses and properties, both short term (cash flows) and long term.
  • Crisis Management:
    • Require updates from management companies, asset managers and other property managers.
      • Increase frequency of reporting and expand details in financial reports.
      • Require updated budgets.
      • Create protocols for time-sensitive communications.
      • Prepare for unexpected absences of key personnel.
      • Prepare for disruptions in supply chain for necessary inventory and supplies.
    • Policies:
      • Reviewing workplace policies to consider what measures may be necessary to protect employees and customers from the current outbreak:
        • Review services to be provided and how they should be altered to minimize exposure (e.g., increase cleaning routine, revise F&B and events offerings).
        • Review policies related to potential or actual infection of an employee or his/her family member, significant other, roommate, etc.
        • Travel policies – consider alternatives to work-related travel to affected areas, and consult with counsel regarding other potential measures to implement around business and personal travel.
        • Review/prepare policies for operations for multiple scenarios and locations.
        • Business continuity plans – review policy to prepare for closures in offices and facilities and disruptions in supply chain.
        • Identify critical functions that cannot be performed remotely and devise solutions to perform those functions.
        • Many operators of tourism related services (airlines, hotels, tour guides) have been changing their cancelation policies, either temporarily or permanently.

These, and other issues related for employers to consider as COVID-19’s impact on the workplace continues to develop, are discussed in greater detail in our Law & the Workplace Blog posts.

  • Communications with Employees and Customers:
    • Avoid alarmist or speculative language, and stick to providing factual information based on official guidance from the CDC, WHO and state and local health agencies.
    • Many businesses are having to deal with employees/customers (or people they live or come into daily contact with) contracting the disease or showing initial symptoms. This issue is complicated and involves complicated public health and privacy regulations as the desire to warn other individuals and protecting the privacy of the relevant individual. Advice from counsel based on the specifics of the specific situation and location is essential.
  • Hotel Closings:
    • Given low occupancy/utilization, some owners in Asia shut down properties and over the last couple of days we have seen hotels in Europe and the United States do the same. In some cases this could be an opportunity for renovations / update of FF&E that would have required a closure in any event. In others this may be the first step towards repositioning or taking other actions with the assets. Such actions trigger a host of issues, from dealing with lenders and equity partners to complex labor and union issues to dealing with service contracts. There are many strategies that can be implemented and it is important to assess all of them to achieve the best result.
  • Cost Reduction / Cash Flow Measures:
    • Many businesses have experienced a significant downturn in occupancy and patrons and are seeking to reduce related costs. Some items to be considered:
      • Engage in discussions with property managers on potential cost cutting/delaying measures.
      • Review brand guidelines and engage in conversations with brands on ability to relax requirements / delay non-urgent capex, etc. Some brands have already been offering relief on FF&E / capex. Similar conversations related to PIPs are also likely.
      • Reduce frequency or duration of services given lower usage (e.g., restaurant hours, laundry hours, and waste and recycling pickups).
      • Review contracts with suppliers to identify cost saving opportunities.
      • Management of employee workforce – delay replacing employees that have left, reduce usage of hourly employees, etc.
      • Consider shutting down/reducing use of facilities that are underutilized (e.g., multiple restaurants).
      • Negotiate rent deferrals/reductions/forgiveness.
    • Employee Termination Related Matters
      • We have already started to see hotel owners and operators take actions to reduce their labor and employment related costs including asking employees to take an unpaid leave or terminating employment, whether temporarily or permanently. The laws with respect to these issues change from one jurisdiction to another and must be taken into account as they relate to notice, severance and other related matters. Whether or not the employees are unionized will play an important role and in some countries the government has enacted specific legislation to protect employees. In the United States, attention to the WARN Act, which requires minimal advance notice, is particularly important. Some relevant factors are the number of employees whose employment is being terminated, the number of locations, and whether termination of employment is temporary or permanent.
    • Contracts:
      • Identify key provisions of existing material contracts that are implicated by your failure or any counterparty’s failure to comply or comply in a timely manner with any obligations:
        • Force majeure
        • Material adverse change/event.
        • Representations/warranties.
        • Covenants (especially operational and financial).
        • Termination rights.
        • Conditions timing for delivery/supply and grace periods.
        • Notices to financing sources.
        • Timing and procedures for notification for the above.
        • Some contracts have a “materially changed circumstances” provision that allow or obligate the parties to re-negotiate in the event an unexpected event occurs that alters the parties’ economics or expectations.
      • Consider how to address Coronavirus in contracts currently being drafted (e.g., Coronavirus is no longer an unexpected event).
      • To the extent any budgets have been or are required to be provided, consider if and how to revise those to account for business disruption.
      • Identify options should a supplier not be able to deliver or a distribution channel is shut down.
    • Insurance Policies
      • Review all insurance policies and qualifications. Companies with multiple offices should seek to create a consistent position/message (at least in the same jurisdiction) to avoid being perceived by counterparties as taking contradictory positions or actions.
        • Business interruption (BI) – typically requires physical loss to property but infestation/contamination rendering premises uninhabitable may qualify.
        • Supply chain (Contingent BI) – loss resulting from disruption of customers/suppliers/utilities/attraction properties; typically also requires physical damage trigger at CBI location; might have bacterial/virus exclusions.
        • Civil authority – covers loss resulting from prevention (or restriction) of ingress/egress to policyholder’s premises by gov’t authority; could apply to quarantines affecting customers or employees; may or may not require physical damage trigger.
        • Specialized Policies or Coverage Extensions – communicable or infectious disease coverage.
        • Travel or Trip Cancellation Insurance.
        • Review timing, notice and other procedures.

Financing:

  • Communicating with Investors:
    • As companies engage with their investors, both at investor presentations and conferences and in their one-on-one conversations, they should be prepared to address the effect the coronavirus outbreak have had and might have on their business. Given the dynamic nature of the situation, companies should continue to evaluate whether public disclosures remain sufficient to address these concerns and, to the extent additional information is required, we would remind companies to consider and ensure their obligations under Regulation FD to make prior or concurrent public disclosures.
  • Capital Calls:
    • We have been dealing with a growing number of instances where the managing member/partner of an entity has determined that additional capital should be obtained from the equity owners of the business. In the event you are contemplating making a capital call, consider the following:
      • Required approvals or veto rights.
      • Attention should be given to the category under which funds are being requested (emergency financing, budget requirements, additional expenses needed to comply with life/safety requirements, etc.) and the purposes to which such funds will be put to use (working capital, meeting debt service, etc.)
      • Notice requirements to lenders.
      • Timing issues.
      • Consequences of failure to fund by one or more investors.
      • Ability to raise funds from new investors.
    • Debt-financing issues (for existing assets/projects):
      • Consider ability to draw down more cash.
      • Consider ability to and desirability of a refinancing.
      • In the event Borrower may not be able to meet debt service obligations, identify the potential consequences of a breach and/or default.
        • Borrowers must actively evaluate the impact any such breach or default may have on liquidity and affirmatively undertake contingency planning initiatives to extend runway and minimize disruption.
        • Consider cross-default and cross-termination clauses where multiple documents or properties are involved.
      • Lenders should conduct an ongoing review of their portfolio to identify which credits may suffer value degradation.
      • Loans that are not properly serviced may trigger a variety of automatic consequences, including cash flows falling under the control of lender. This is especially difficult with respect to CMBS loans, as those loans are less flexible. How that affects operations depends on how the “cash waterfall” in the loan agreement was drafted.
    • Disclosure:
      • The SEC has issued an order providing temporary exemptive relief to public companies that are unable to meet filing deadlines due to circumstances related to novel coronavirus (COVID-19). Companies that satisfy the conditions in the Order will have an additional 45 days to file certain disclosure reports, including quarterly reports on Form 10-Q, annual reports on Form 10-K, current reports on Form 8-K, and proxy statements. Click here to read Proskauer’s client alert about the order.
      • When making disclosures, the SEC has publicly stated it is monitoring the situation and is encouraging issuers to include the Coronavirus outbreak in its risk management efforts.
        • Companies who are or plan to be active in the capital markets will need to continue to review the situation and their disclosures in the context of their capital raising activities. It will be especially important for companies to work closely with their underwriters and deal teams to plan ahead for any potential offerings, understand when the window for transactions might be available and be prepared with contingency financing plans to the extent market conditions preclude closings.
      • Accessing Trading Windows:
        • To the extent a company has a trading window open, companies will need to continually evaluate whether it is necessary to close their trading windows as the situation progresses and the potential that material non-public information about the effect of the coronavirus outbreak on the company and its business becomes available to management.

M&A/Transactional Implications:

  • Financing:
    • Lenders are likely to tighten covenants, escrow requirements, etc. in any ongoing negotiations.
    • Interest rates remain attractive.
    • Particularly vulnerable are deals that have signed but not yet closed.
    • The volatility in trading prices and reluctance of some investors to deal with work-out situations may create an opportunity for buyers to acquire securities / positions at an attractive discount.
  • Deal Considerations:
    • We are already seeing an increase in deals driven by distress in Asia. We expect that trend to intensify and spread across the globe.
    • Given low occupancy levels, this is a good time to reflag properties.
    • Need to review budgets and financial due diligence delivered/conducted pre-crisis.
    • Development deal timelines will likely be delayed given travel restrictions, uncertainty as to availability of work force and supply/delivery difficulties.

We hope that you find this checklist informative, and as new developments arise we will continue to update and add more information:

Proskauer lawyers are here to assist, answering any questions to protect your business services and workplace.

Photo of Yuval Tal Yuval Tal

Yuval Tal is a partner in our Corporate Department where he co-heads our internationally recognized Hospitality, Gaming & Leisure Group. He also heads our Hong Kong and Beijing offices. He is a general corporate and securities lawyer with diverse experience in cross-border mergers…

Yuval Tal is a partner in our Corporate Department where he co-heads our internationally recognized Hospitality, Gaming & Leisure Group. He also heads our Hong Kong and Beijing offices. He is a general corporate and securities lawyer with diverse experience in cross-border mergers & acquisitions (public and private, debt and equity), long-term joint ventures, private equity real estate and corporate and real estate finance. He advises clients on the full range of their activities including any form of financing, operational matters and commercial transactions. He advises sponsors and funds on the structuring, execution, entering into, restructuring and exiting of investments. Yuval is co-chair of Proskauer’s CARES Act Team and a part of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic.

Yuval has decades of experience representing clients on complex, first in kind transactions.  Yuval’s strength is providing original, workable and practical solutions that get the deal done. Qualified in New York, Hong Kong and Israel, Yuval has negotiated transactions in six continents and has particular experience representing Asian clients and clients based outside of Asia in inbound and outbound transactions. Yuval has worked in various industries including real estate, hospitality, entertainment, sports, financial services, technology and life sciences.

As an international M&A lawyer, Yuval has many years of experience dealing with complicated, non-customary transactions involving parties from different countries, cultures and legal systems.  He has represented private equity, family offices, corporations and individuals in structuring, restructuring, managing and disposing of investments in Asia, Europe and the United States.  He is typically called upon to strategize and structure complex transactions that do not follow a prescribed form or pattern. Yuval’s experience enables him to forsee future issues and clients have commented on his “ability to think seven moves ahead of the competition”. Yuval is also well known for his ability to broker deals between opposing parties in order to get the deal done, irrespective of the legal, business or practical obstacles. His efforts have earned him recognition by Legal 500Chambers Asia Pacific and IFLR1000, where clients have referred to his “ability to play the honest broker to all parties involved, and to bridge the different cultures, legal systems and language barriers and to continually solve the unsolvable, is what allowed us to get this difficult deal done” and another stated “he was completely invested in the deal in a way lawyers seldom are, and his creativity and efforts allowed us to bridge considerable gaps between the parties and find common ground”.

As co-head of our Hospitality, Gaming & Leisure Group, Yuval has worked on virtually any kind of transaction, including mixed-use development and construction, acquisition and sale, restructuring and public offerings of real estate, hotel and casino companies. He has completed numerous high profile transactions involving the buying, selling and combining Asian and Western based hotel operating companies, including AccorHotels’ [EPA:AC]  US$2.9 billion acquisition of Fairmont, Raffles and Swissôtel brands, its acquisition of Tribe, Australia’s first integrated modular hotel brand, Accor’s long-term alliance with Huazhu Hotels Group (also known as China Lodging Group [Nasdaq: HTHT]) and its strategic partnership with Singapore-based Banyan Tree Holdings [SGX:B58]. He also advised Formosa International Hotels’ sale and resulting joint venture with Intercontinental Hotels Group with respect to the Regent brand.  His real estate and hospitality work has included transactions for properties from China to India to the United States to Australia. He also has many years of experience with hotel licensing, franchising and management.

Yuval’s broader Private Equity Real Estate experience includes working on The Recording Academy’s (The Grammys) deal to develop Grammy Museums in China, a public/private deal to finance an office building in Delhi, India; the acquisition of hotels in Bangkok by a large Japanese institutional investor and a joint venture between a Hong Kong developer and an Asian based private equity fund for the acquisition and redevelopment of a property in Kowloon into a mixed use property including co-living and co-working properties.

Yuval is a member of the Steering Committee of the Asian Hospitality Development Council of the Urban Land Institute (ULI) and has recently been appointed to the Law 360 2020 Hospitality Editorial Board. He is a regular speaker at real estate and hospitality related conferences such as the Hotel Investment Conference Asia-Pacific in Hong Kong.

Prior to rejoining Proskauer in 1999, Yuval practiced law in Israel, representing Israeli clients in transactions in Europe and the United States and European and U.S.-based clients in transactions in Israel. He handled transactions for major publicly traded Israeli companies such as Clal (Israel) Ltd., LifeWatch, Kitan Consolidated Ltd., Orckit Communications Ltd., ECI Telecom Ltd., Scitex Corporation Ltd. and Tecnomatix Technologies Ltd. Since joining Proskauer, Yuval has continued to represent Israeli clients on a wide range of corporate and securities matters.

Photo of Jeffrey A. Horwitz Jeffrey A. Horwitz

Jeffrey A. Horwitz is a partner in Proskauer’s Corporate Department where he co-heads our Private Equity Real Estate practice and runs our internationally recognized Hospitality, Gaming & Leisure Group. He also has served as co-head of Mergers & Acquisitions and as a member

Jeffrey A. Horwitz is a partner in Proskauer’s Corporate Department where he co-heads our Private Equity Real Estate practice and runs our internationally recognized Hospitality, Gaming & Leisure Group. He also has served as co-head of Mergers & Acquisitions and as a member of our Executive Committee. Jeff is a general corporate and securities lawyer with broad-based experience in mergers and acquisitions, cross-border transactions, and long-term joint ventures. He is regularly engaged to advise boards, management teams and investors on strategic matters, from litigation to personnel to transactions. Jeff is also the head of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic.

Jeff counsels clients on the full range of their activities, from seed capital to public offerings, acquisitions and operational matters, often acting as outside general counsel. He represents major financial institutions, sovereign wealth funds, private equity and family offices in sophisticated financial and other transactions. He represented Merrill Lynch Global Private Equity in connection with its equity participation in the $33 billion acquisition of HCA in what was then the largest LBO ever. He has handled deals aggregating nearly $200 billion in value, including tender offers, “going-private” transactions, IPOs, restructuring and structured finance transactions, and mergers and acquisitions in industries as diverse as biotechnology and aerospace, retail and cable television, and education and scrap metal. He regularly handles transactions outside the U.S., including Europe, the Middle East, Asia, Latin America, Australia, South Africa and India.

Leading our Private Equity Real Estate group, he works with a team of 75 lawyers from across the firm advising on complex transactions and disputes relating to real estate, and particularly hotels. Jeff has handled virtually every type of matter, and has worked with virtually every major player in these industries, including transactions for nearly 3,500 hotels comprising more than 275,000 rooms and involving more than $12 billion. His experience, both in and outside the U.S., extends to hotel and casino development and construction; portfolio and single-property acquisitions; sales and restructurings; financings; management; marketing; reservations systems; litigation counseling and strategic planning; and ancillary services. This breadth of work is key to executing complex and sophisticated transactions, such as the $2.9 billion acquisition of Fairmont Raffles by AccorHotels and its investments in Huazhu, Banyan Tree Hotels & Resorts, Brazil Hotel Group, sbe Entertainment and 21c Museum hotels, among others.

As a senior member of our Entertainment Group, Jeff represents The Broadway League (the national trade association for Broadway theatre), the Tony Awards®, and various other joint venture events and producers. In the media industry, Jeff has advised on the acquisition and sale of television, radio, newspaper and magazine properties, and the acquisition and sale of advertising, promotion and marketing agencies, and related joint ventures. He also advises rights holders, including our long-time clients The Leonard Bernstein Office and The Balanchine Trust. He leads our team representing TSG Entertainment in film-slate financing deals.

Jeff also frequently represents start-up and development-stage companies, as well as established “traditional” businesses, in online, Internet-related or technology businesses. He has handled organizational and structuring matters, venture capital and other equity placements, restructurings (from “down” rounds to recapitalizations to M&A solutions). He has both company-side and investor experience.

As a frequent speaker at real estate and hospitality events, Jeff regularly presents about hotel management agreements at The Hotel School at Cornell’s SC Johnson College of Business, NYU’s Jonathan M. Tisch Center of Hospitality, and on M&A and investment matters at lodging investment conferences around the world, including the NYU Hospitality Industry Investment Conference in New York, Americas Lodging Investment Summit in Los Angeles, the International Hotel Investment Forum in Berlin and the Hotel Investment Conference Asia-Pacific in Hong Kong.

Jeff is a member of the American Hotel & Lodging Association (AHLA) Hospitality Investment Roundtable, ULI (and its Hotel Development Council) and the Advisory Board of the Cornell Center for Real Estate and Finance and has served as a member of the Editorial Board of the Cornell Hotel and Restaurant Administration Quarterly and a member of the Advisory Board of the Cornell Center for Hospitality Research. He is a director of The New York Hospitality Council, Inc., a not-for-profit forum for hospitality industry leaders, and is a member of the Real Estate Capital Policy Advisory Committee of The Real Estate Roundtable. He also has served as a director of the America-Israel Chamber of Commerce, and as a member of the French-American Chamber of Commerce in the U.S. and the American Society of Corporate Secretaries. He was the Chairman of the Board of Labyrinth Theater Company and a director of The Jewish Community Center in Manhattan for more than 15 years, a member of the Executive Committee of the Lawyers’ Division of UJA-Federation for more than five years and an officer of the Henry Kaufmann Foundation for more than a dozen years. He currently serves as Chairman of the Board of The American Playwriting Foundation and Building for the Arts and is a member of the Board of Directors of StreetSquash and The George Balanchine Foundation. He also served as a Vice Chair of the Associates’ Campaign for The Legal Aid Society.

Jeff has been with the firm for his entire career and lives in Manhattan and Connecticut.

Photo of Steven L. Lichtenfeld Steven L. Lichtenfeld

Steven L. Lichtenfeld is co-head of our market-leading Real Estate Capital Markets and Real Estate Finance Groups and a founding member of our Private Equity Real Estate Group. He regularly advises real estate funds, REITs, sovereign wealth funds, institutional lenders, specialty lenders, hedge…

Steven L. Lichtenfeld is co-head of our market-leading Real Estate Capital Markets and Real Estate Finance Groups and a founding member of our Private Equity Real Estate Group. He regularly advises real estate funds, REITs, sovereign wealth funds, institutional lenders, specialty lenders, hedge funds, and pension advisors regarding public offerings and private placements of real estate-related debt and equity securities, real estate-related mergers and acquisitions, real estate preferred equity investments and joint ventures, real estate-related senior and mezzanine financings and other corporate, partnership and limited liability company matters.

Steven has been widely recognized as a driving force in the real estate capital markets and finance space during his more than thirty-five year career. He has garnered several prestigious accolades in this area, including receiving a coveted ranking from Chambers USA, which has described him as “a brilliant real estate attorney with experience in many asset classes.” Chambers has also described Steven as “highly analytical and highly strategic” and “encyclopedic in terms of his knowledge” in handling a broad spectrum of public and private debt offerings, M&A, joint venture and other corporate real estate matters. Steven is also recommended for Real Estate and REITs by Legal 500 United States and is consistently recognized as a leading real estate lawyer in Best Lawyers in America and Super Lawyers.

Photo of David J. Weinberger David J. Weinberger

David J. Weinberger is co-head of the Real Estate Finance Group, the immediate past co-chair of the Real Estate Department, and a founding member of the Private Equity Real Estate Group. David regularly represents real estate funds, banks, family offices, REITs, sovereign wealth…

David J. Weinberger is co-head of the Real Estate Finance Group, the immediate past co-chair of the Real Estate Department, and a founding member of the Private Equity Real Estate Group. David regularly represents real estate funds, banks, family offices, REITs, sovereign wealth funds, hedge funds, private equity funds, and institutional and specialty lenders in connection with financings, acquisitions, sales and public offerings of equity and debt. He has developed extensive experience in the origination and securitization of complex mortgage and mezzanine loans.

David is nationally recognized for his representation of both borrowers and lenders with respect to the origination of both balance sheet and securitized mortgage and mezzanine loans involving properties across the U.S., the Caribbean and Latin America.

David also has extensive experience in the structuring of “A/B” loans, participations and preferred equity transactions. He has been involved in the origination of numerous large loans which were securitized in single-borrower transactions, as well as thousands of conduit and balance sheet loans. He often represents clients in connection with the origination of revolving and term credit facilities and repurchase facilities.

Photo of Michael Lebowich Michael Lebowich

Michael J. Lebowich is a partner in the Labor & Employment Law Department and co-head of the Labor-Management Relations Group. He represents and counsels employers on a wide range of labor and employment matters, with a particular interest in the field of traditional…

Michael J. Lebowich is a partner in the Labor & Employment Law Department and co-head of the Labor-Management Relations Group. He represents and counsels employers on a wide range of labor and employment matters, with a particular interest in the field of traditional labor law.

Michael acts as the primary spokesperson in collective bargaining negotiations, regularly handles grievance arbitrations, assists clients in the labor implications of corporate transactions, and counsels clients on union organizing issues, strike preparation and day-to-day contract administration issues. He also has significant experience in representation and unfair labor practice matters before the National Labor Relations Board.

Photo of Vikki McKay Vikki McKay

Vikki McKay is a partner in Proskauer’s Corporate Department and a member of our Private Equity Real Estate practice and Hospitality, Gaming & Leisure group.

Vikki has experience in all aspects of commercial real estate work, and acts for a broad range of…

Vikki McKay is a partner in Proskauer’s Corporate Department and a member of our Private Equity Real Estate practice and Hospitality, Gaming & Leisure group.

Vikki has experience in all aspects of commercial real estate work, and acts for a broad range of clients including private equity firms, developers, landowners, and large international companies and ultra-high net worth off shore individuals.

She advises across a broad range of real estate investment classes, including logistics, office and leisure assets.

Photo of Peter J.W. Sherwin Peter J.W. Sherwin

Peter Sherwin is a partner in the Litigation Department, head of the International Arbitration Group, head of the Commercial Real Estate Litigation Group, and a member of the Latin America Practice.  Peter is also a member of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Response…

Peter Sherwin is a partner in the Litigation Department, head of the International Arbitration Group, head of the Commercial Real Estate Litigation Group, and a member of the Latin America Practice.  Peter is also a member of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Response Team.

Peter’s practice focuses on acting as counsel in complex cross-border commercial disputes, often involving a joint venture, a licensing or distribution relationship, or an acquisition, most of which are resolved in international arbitration and the rest in federal and state courts in the United States. He has significant pharmaceutical, lodging, real estate, and sports industry experience and, when necessary, regularly takes cases through trial or arbitral hearings.

Peter also regularly serves as an arbitrator in proceedings before the International Chamber of Commerce (ICC) and the International Centre for Dispute Resolution (ICDR).

Chambers USA and Chambers Global rank Peter as one of the top International Arbitration lawyers nationwide, reporting that he is “a great tactician with the pragmatism of a businessman” and “a thorough, well-prepared and intelligent lawyer,” who is a “very effective advocate on his feet” and whose client service is “exemplary.”

Photo of Keith Barnett Keith Barnett

Keith Barnett is a partner in the Firm’s Real Estate Department. He advises local, national and international clients in all aspects of commercial real estate, including real estate finance, development, acquisitions, sales and leasing. For almost 30 years he has represented a variety…

Keith Barnett is a partner in the Firm’s Real Estate Department. He advises local, national and international clients in all aspects of commercial real estate, including real estate finance, development, acquisitions, sales and leasing. For almost 30 years he has represented a variety of clients, including some of the world’s largest publicly traded and private retailers, investors, developers, pension fund advisors, life insurance companies and commercial banks in various real estate transactions. Recently, Keith has led numerous high-profile hotel transactions and developments.

As a leading commercial real estate attorney, Keith counsels clients on a wide range of legal and business real estate matters for clients across industries. He represents United States-based retailers in all their real estate needs, including acquisitions and dispositions, leasing, permitting and development. He also advises clients in connection with numerous major real estate developments, such as hotel projects, retail developments, office buildings, biotechnology and high technology facilities, residential developments, warehouse and industrial facilities and academic buildings.

In addition, Keith has an active practice representing owners and tenants in connection with various leasing transactions as well as buyers and sellers in connection with both the acquisition and disposition of real estate in all asset classes.

In the area of real estate finance, Keith has significant experience with traditional mortgage loans, mezzanine loans, preferred equity investments and so-called “bond leases,” “synthetic leases” and other accounting and tax sensitive transactions. He also advises clients in various positions with respect to options and opportunities, including loan workouts, foreclosure advice, and debt and equity restructurings.

Keith regularly teaches and speaks on issues related to real estate law. For more than a decade, he has conducted graduate-level seminars for business, architecture and real estate students at MIT, New York University and Columbia University. He also frequently teaches Massachusetts Continuing Legal Education courses on the basics of commercial real estate law and has presented to many in-house business and legal groups.