Real Estate Transactions
Acquisitions, Dispositions and Development
Jason represents companies, investors and individuals in the acquisition, development and disposition of vacant land, commercial, retail, office, industrial, residential and mixed-use projects. Being insightful, understanding the economics and practicalities of the real estate business, clients’ concerns can be addressed efficiently. Each transaction presents unique issues and challenges that affect the client. His goal is to focus on achieving their transaction objectives.
- Document preparation: Preparation and negotiation of purchase and sale agreements, joint ventures and all documents required in connection with the closing of an acquisition, disposition or financing transaction.
- Transaction due diligence: Management and coordination of due diligence teams to investigate and resolve legal, design, zoning, title, insurance, surveys, encroachment and environmental issues.
- Development: Preparation, review and negotiation of agreements in all stages of development including joint venture, design and construction contracts, development leases, project management agreements and financing documents.
Jason handles commercial lease matters for both landlord and tenant in office, retail, mixed-use and industrial properties. He advises project owners on multiple legal issues in lease administration, risk management and day to day operations. A lease governs the landlord-tenant relationship and allocates risks between the parties. Each party should understand their respective rights and obligations to reduce the potential for disagreements.
- Preparation, review and negotiation of letters of intent, term sheets, ground, office, retail, mixed-use, and industrial leases, subleases, assignments, guaranties, subordination, non-disturbance and attornment agreements, leasehold financing agreements, estoppel certificates and third-party consent on behalf of landlords and tenants.
Business and Corporate
Purchase & Sale of Businesses
Due to the unique nature of each deal, the focus is on each client's transaction objectives in consummating the acquisition or sale. Regardless of a company’s size or industry, Jason guides the client from term sheet through closing in making informed business decisions to ensure the success of the transaction.
- Document preparation: Stock purchase agreements, asset purchase agreements, member (limited liability company), and partnership interest transfers of operating companies.
- For an acquiring company: Review and analysis of contracts, required third-party consent, plant closing compliance, collective bargaining issues, customer lists, intellectual property ownership, non-compete, confidentiality and non-solicitation agreements, payment/earnout provisions, seller representations, warranties, indemnity, holdback and other agreements of particular importance to an acquiring company.
- For a selling-target company: Review and documentation of disclosures, releases, limitation of seller’s representations, warranties and indemnities, and other provisions beneficial to a seller.
Commercial and Construction Contracts
Jason advises and works closely with clients in a broad range of industries in identifying, drafting and negotiating contracts to achieve their business objectives.
- Contract preparation, review and negotiation of business and construction related contracts including marketing, licensing, employment, consulting, technology transfer, distribution, sale, management/service agreements, prime contracts, master contracts, work orders, subcontracts, design professional agreements, supply contracts, payment and performance bonds, project management and indemnity agreements.
Jason works with clients in variety of industries to determine the form of entity that will best achieve their business goals, fair compensation and management rights. He advises his clients on legal requirements as they progress in the development, management, expansion and growth of their operations.
- Document preparation: Formation of corporations, limited liability companies, strategic alliances, joint ventures, and partnerships including shareholder and operating agreements governing the control and rights among the participating parties.
Dispute Resolution and Civil Litigation
Before litigation, practical, cost effective, strategic advice including options, alternatives and/or early settlement conferences, are considered to meet clients’ legal objectives. Jason represents clients in mediation, arbitration, administrative hearings, and civil litigation proceedings in federal and state courts in matters including:
- Commercial and Business Disputes - (breach of contract, fraud, non-disclosure, interference with contract and other business tort claims).
- Company-Owner Disputes - (breach of statutory, fiduciary, governance document and/ or other duties between or among owners).
- Construction Disputes - (construction and design defects and deficiencies, delay, differing site condition, wrongful termination, product defect, breach of warranty, mechanics’ lien, bond and indemnity claims).
- Real Property Disputes- (breach purchase and sale agreements, constructive eviction claims, breach of commercial lease or development agreements, claims for partition, rent reopening/valuation disputes).