Construction, Infrastructure & Logistics Law

Wood & Lee represents investors, developers, owners and operators on real estate projects. We structure, negotiate and document purchases, sales, ventures and financings across the full spectrum of real estate products. Our lawyers’ experience ranges from urban office high-rise and mixed-use condominium projects, to industrial and R&D developments, residential projects, destination resort hotels, luxury time-share facilities and peer-to-peer property rental companies. These transactions vary from relatively simple single-asset deals to some of the most complex capital formation, real estate portfolio and real estate mergers and acquisitions transactions in the industry.

We address the structural challenges of capital investment in contemporary real estate deals that demand far more than conventional asset transaction experience. We counsel clients through the complexities of development joint ventures, real estate operating companies, pooled investment funds, private placements and public offerings, ground lease financing, incentive-based strategic alliances, mortgage loans, mezzanine debt, hybrid debt-equity transactions, securitised assets, energy project finance and virtually every other variation on the theme of real estate investment. Our lawyers have particular experience dealing with the special challenges of the hospitality industry and the investment activities of pension trusts and other public or private tax-exempt entities, as well as investment funds with offshore and tax-exempt investors and REITs.

 

Acquisitions and Dispositions

 

Our lawyers have extensive experience in the management of large-scale and issue-intensive real estate transactions throughout the country and abroad, including high-volume portfolio programs of acquisition or sale, single-transaction portfolio or operating company deals and single-asset, structurally complex deals.

 

Venture Formation

 

We handle ventures and operating company investments for all types of clients and deals – from large, single-asset projects to resort development properties, multi-property portfolios, energy projects and residential land development deals. Our lawyers have extensive experience with the business, tax and legal subtleties of “promote” or “incentive” structures in both single-asset and portfolio ventures. We also understand the importance of effective exit vehicles and the interplay between equity rights and management responsibilities.

 

Real Estate Financing

 

A core component of our practice is real estate finance, broadly defined to embrace traditional real estate-secured commercial lending, mortgage-backed public debt financings, all manner of subordinated or mezzanine debt, letter of credit-supported and other credit-enhanced bond financings, major project financings and a wide variety of contingent interest/equity “kicker” financings.

 

Hotels & Resorts

 

We represent companies in the hospitality industry, including operators, owners, investors and lenders. Our balanced practice allows us to bring a unique perspective to the issues confronting each of the various actors in the industry. Our lawyers have documented the development and operation of the full range of project types – from high-rise urban hotels to luxury resort properties to serviced residential properties (both traditional “whole” ownership and fractional ownership) to peer-to-peer property rental companies. We address, where applicable, the complex issues of access to and use and management of recreational facilities. Critically, we understand not only the legal landscape, but also the norms and customs of the industry and the state of the ever-evolving market.

 

Real Estate Fund Formation

 

Our fund formation work covers a wide range of industries, but our lawyers have particular experience in forming real estate funds. Funds are not one-size-fits-all – they have their own conventions and sensitivities and must reflect the character of the underlying investments and the expectations of both fund sponsors and real estate investors. Our real estate, securities, tax and employee retirement income lawyers work collaboratively to bring value to the fund structuring process and to address the legal and business issues facing sponsors and investors.

Leasing

 

We represent clients in retail, office and mixed-use leasing matters, both on “stand-alone” transactions and in connection with large-scale leasing programs across the country.

 

Sale and Acquisition of Secured Loan Portfolio Transactions

 

We represent financial institutions and institutional investors in purchases and sales of secured loan portfolios and participating interests in portfolios.  Loan-pool transactions now play a major role in the capital formation and deployment activities of many of our institutional clients and are important contributors to the efficiency of the real estate market generally. Our lawyers are very experienced in dealing with the conventions and expectations of both buyers and sellers and the organisational challenges of these transactions.

 

Distressed Real Estate

 

We handle all manner and aspects of workouts, from space leases to secured loans, management contracts and partnership relationships in distress. Our lawyers have particular experience in the representation of institutional clients in their acquisition, management and liquidation of portfolios of distressed real property-secured loans.

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International Condominiums, Stratas, HOAs and Co-ops

 

Wood & Lee lawyers represent developers, owners’ corporations, stratas, co-operatives and co-ownerships.

Our lawyers provide advice with respect to the following:

  • Developers – bringing projects to market, assist with the registration process, facilitate post-registration and turnover, and handle occupancy and final closings.
  • Owners’ corporations, stratas, co-operatives and co-ownerships regarding
    • Participation in board meetings and owners meetings;
    • Drafting of by-laws, rules, amendments to declarations, shared facilities agreements, alteration agreements and other documentation;
    • Advice on employment and labour matters, human rights matters, insurance claims, repairs and maintenance;
    • Collection of arrears of common expenses, liens, power of sale, tenant attornment and rent; and
    • Condominium litigation, mediation and arbitration services for enforcement matters, construction deficiencies and other declarant-related issues.

 

International Retail

Wood & Lee’s retail team defends its clients in all aspects of litigation and offers practical advice for how retailers can comply with the law while also meeting their business objectives. Our lawyers have a deep understanding of the legal and business concerns affecting retailers. Additionally, we work with our clients’ management, marketing teams, finance teams and IT departments to develop tailored, creative solutions that do not interfere with business goals.

 

Our retail team constantly monitors issues that affect retailers. As a result, we are often the first to learn of significant developments in retail law and regularly notify our clients of such developments. We reach out to our clients and help them respond proactively, so that they can protect themselves from emerging risks. Our lawyers are regularly asked to comment and present on retail-related issues.

Wood & Lee’s retail team regularly defend and advise retailers in relation to:

  • Business and commercial litigation
  • Advertising compliance
  • Cybersecurity and privacy
  • Intellectual property
  • Labour and employment
  • Creditors’ rights

 

Additionally, our retail clients often ask us to:

  • Review their practices for collecting customers’ information at the POS (point-of-sale) to make sure they are not vulnerable to privacy suits
  • Evaluate their pricing practices to assess the risk of deceptive pricing litigation
  • Assess whether they are categorising their employees appropriately to avoid costly wage and hour class actions.

Maritime, Aviation and Logistics

We represent vessel and aircraft, yacht, ship and logistics company owners, operators, charterers, Non Vessel Owning Common Carriers (NVOCCs) and their insurers in all types of casualty work, including crew, collisions, groundings, charter party disputes, salvage and cargo claims. We assist clients with vessel and aircraft finance, stowaways, employment actions, marine insurance issues, customs work, drafting of bills of lading and charter parties, and a variety of transactional work, and our lawyers have obtained security for clients through arrest and attachment of vessels, aircraft, cargo, bunkers and funds.

 

Representative Experience

  • Our lawyers have drafted charter parties and bills of lading for vessel and aircraft interests
  • We represent craft and engine manufacturers in design defect lawsuits
  • Our lawyers have defended claims for damage to various types of cargo, including food-grade cargoes and industrial equipment
  • Our lawyers have obtained recovery for the total loss of a yacht
  • Our lawyers have defended a container distributor in a manufacturing defect claim
  • Our lawyers have represented vessel interests in a claim for damage caused by an allision of a vessel
  • Our lawyers have represented vessel interests in a claim for damage caused by surge from a passing vessel
  • Our lawyers have obtained garnishments on behalf of a vessel owner for failure to pay freight
  • Our lawyers provide 24/7 emergency response and investigation of marine casualties, including collisions and allisions, groundings, stowaways, vessel arrests, cargo damage and seizures, government detentions, and hull and machinery incidents

Supply Chain: Export Controls and Economic Sanctions

Import Regulation and Supply Chain Management

 

Wood & Lee helps companies conduct outbound and inbound trade and investment while effectively managing risk, including regulatory compliance and enforcement risks related to exports, imports, technology transfers and supply chain security. Our interdisciplinary teams provide legal services to companies that are subject to export and import laws.

 

Import Regulation and Supply Chain Management

Our lawyers provide the following integrated, multi-jurisdictional services to meet the needs of global companies.

 

Global Customs Compliance and Planning:  We help companies design and implement global customs compliance programs – tailored to the organisational needs of the companies and in light of the countries in which they are operating.  In addition to strategic advisory services, we provide customs compliance training and draft customs compliance manuals to meet client needs.

 

Supply Chain Management and Optimisation:  We help companies improve oversight and controls over their international sourcing decisions as well as their logistics and supply chain organisation.  Drawing on our expertise in cost management strategies, as well as customs regulations and trade agreements, our lawyers have helped companies save millions of dollars by changing sourcing patterns, reducing customs duty exposure and eliminating freight and other service provider costs.

 

Supply Chain Security and Risk Management:  We help companies effectively integrate supply chain security management into their overall business operations and participate in security programs.  We also advise companies on supply chain security legislative and regulatory developments.

 

Import Compliance – Counselling, Auditing and Dispute Resolution:  We advise clients on the full range of customs compliance matters, including merchandise classification, valuation, country of origin marking, and drawback and other duty savings opportunities.  Our lawyers also counsel on customs issues that involve other governmental agencies, such as product safety issues, environmental issues, food issues, communications regulations issues, trade commission issues, trade representative issues, agricultural issues, commerce issues, energy and transportation issues.  We represent clients in customs audits – including focused assessments and importer self-assessment program – and in complex prior disclosures, penalty proceedings and litigation.  We are able to interface directly with local customs officials on issues ranging from intellectual property rights seizures to negotiations over penalty matters.

 

Export Controls and Economic Sanctions

Wood & Lee lawyers help companies conduct outbound trade and investment while effectively managing regulatory compliance risks under export controls, defence trade controls, economic sanctions, and anti-boycott laws.

 

We counsel clients on a broad range of compliance, licensing, and enforcement issues arising under laws governing exports, reexports, technology transfers, and related transactions.  These regulatory frameworks include: exports and reexport controls that apply to commodities, software, hardware, and technology; defence trade controls that apply to exports, reexports, and temporary imports of defence articles and related technical data and defence services; trade embargoes and economic sanctions; and foreign boycott-related restrictions and reporting requirements set forth in anti-boycott laws.

 

Transaction-Specific Risk Assessment: We help companies assess compliance risks and determine regulatory requirements triggered by specific transactions and business relationships, including compliance with the applicable government licensing, reporting, export documentation, and record-keeping requirements.

 

Licensing: We assist companies in obtaining government licenses and other approvals such as licenses for exports/reexports of commodities, software, and technology, and technology transfers to foreign nationals (“deemed exports”); technical reviews for encryption products; approvals for exports/reexports and temporary imports of defence articles, technical data, and provision of defence services, including technical assistance and manufacturing agreements; licenses for commercial sales of certain medicines and medical devices to countries subject to trade embargoes.

 

Due Diligence in Corporate Transactions: Building on our broad compliance expertise, our lawyers routinely perform regulatory due diligence in the context of proposed mergers and acquisitions, joint ventures, and various types of cross-border strategic relationships. We help clients identify liability risks related to pre-acquisition transactions, devise contractual and other strategies to address such risks, and target specific compliance risks to ensure that future business operations fully comply with the applicable regulatory requirements. We also assist clients in identifying potential export controls issues and negotiating related security agreements.

 

Compliance Programs and Training: With growing emphasis on self-regulation and compliance expectations trended upwards, we help clients ensure that their internal controls effectively safeguard against violations and stay up to date.  Capitalising on our lawyers’ expertise spanning all relevant regulatory frameworks, we assist clients in designing and implementing comprehensive internal compliance programs and assessing the efficacy of their existing internal controls.  In doing so, we assist clients in drafting compliance manuals and codes of conduct, and provide internal training to ensure compliance with the relevant regulatory requirements.