KUCERA - Real Estate Matters
Our speciality is the legal consultation in real estate matters. We advise on the acquisition, use and management as well as on the disposal of real estate.
Developments
KUCERA provides ongoing advice on the development and realisation of real estate projects. We are involved in all phases of a project development transaction, starting with the feasibility study and financial viability review right through to the realisation and commercialisation of the project through sale, lease and management. Our advisory also includes ensuring legal certainty through the project’s documentation, making it clear and comprehensible to both commercial and technical staff. Our speciality is the support of project developments (office, retail, residential, hotels) for institutional investors, developers and operators.
Services offering:
- Establishment and Oversight of Project Companies
- Joint Venture Agreements
- Drafting of Contracts with Construction Parties, in particular with General Planners, Project Managers, Architects, and Engineers, as well as with General Contractors (GU and GÜ Contracts)
- Drafting of Loan Agreements for Interim Financing
- Acquisition and Securing of Project Sites
- Real Estate Development Agreements
- Urban development agreements, project sponsor agreements, and land development agreements
- Project management and project control agreements (AHO)
- Project Development – Legal support during the construction process, in particular claim and anti-claim management, construction delays, and disruptions to the construction schedule
- International construction law – FIDIC contracts
Asset Management
In the areas of asset management, we provide advice on managing existing properties with a view to preserving and increasing their value. Our activity relates to all factors that can increase or stabilise the earnings strength of the property. That particularly includes the conclusion of lease agreements and contracts of service providers relating to the property. The focus is on issues relating to the reliable drafting of lease and leasing contracts as well as property and facility management.
Service offering:
- Drafting and negotiating lease agreements and lease amendments
- Advising on all legal issues that arise during the term of a lease, such as utility bill settlements or questions regarding the distinction between landlord and tenant obligations with respect to maintenance, repairs, and cosmetic repairs
- Service agreements related to real estate, e.g., asset management agreements, facility management agreements, or brokerage agreements
- Advice on landlord or tenant insolvency
- Handling of legal disputes, representation in court
- Assistance with warranty issues, security arrangements (guarantees), acceptance declarations, and billing matters
- Modernizations (green building / certifications), refurbishments
Transactions
We advise on the acquisition and sale of properties, whether in asset or share deals. Our activity covers tax and corporate law structuring of property investments, advice on purchasing including due diligence, as well as special aspects in the acquisition or sale of properties by regulated investors. Our comprehensive transaction know-how results from our many years of experience in providing advice in the retail, office, residential, hotel and healthcare fields.
With a scalable team of specialised lawyers, we can also routinely handle complex deals, in particular portfolio transactions. Thanks to the uniform specialisation of all our professionals, our team size easily measures up to that of the big law firms.
Service offering:
- Real estate due diligence (sell and buy side)
- Tax structuring
- Ongoing advice during structured bidding procedures
- Founding of property companies and joint ventures
- Structuring and financing of real estate investments
- Portfolio transactions
- Handling special cases, in particular open- and closed-end property funds, cross-border equity investment, syndicated or securitised loan commitments (CMBS)
- Sale during sequestration or insolvency procedures
- Real estate auctions
- Realisation in foreclosure procedures
Finance
KUCERA possesses extensive expertise in the fields of real estate financing and refinancing as well as restructuring of real estate portfolios in crisis. One area of focus is on the sale and realisation of loan receivables and collateral.
Our real estate finance lawyers also possess expertise thanks to their many years of in-house work for a leading servicer of a US private equity fund and for a UK private equity fund focused on investing in subordinate loan tranches (referred to as B-note investments) and their restructuring.
Our clients are institutional real estate investors, banks and financial winding-up vehicles (bad banks), special servicers and real estate private equity funds.
Service offering:
- Transaction financing, including drafting of senior and mezzanine structures as well as sale-and-lease-back finance
- Corporate- and real estate-law structuring (entity structuring)
- Finance structuring (including preferred equity, pari passu joint ventures, covenant restructuring, intercreditor and subordination structuring, debt and equity financing)
- Non-performing loan situations, particularly in the case of insolvencies, foreclosures and receiverships
Tax & Structuring
KUCERA also offers comprehensive law advice on all law issues relating to real estate. This includes not only law structuring, law real estate due diligence and law purchase agreement advice, but also the clarification of special real estate-related tax law issues.
Services offering:
- National and international structuring advice, e.g. design of tax-optimised acquisition and sale structures.
- Tax law advice in the context of real estate transactions (asset and share deals)
- Tax law advice in the area of real estate management (e.g. rental and lease agreements)
- VAT, real estate transfer tax, property tax and inheritance tax advice
- Advice on investment law and tax law
- Advice on tax procedural law
- Support with special issues in the area of tax compliance
Hospitality
Since the foundation of our firm, one of KUCERA’s main areas of expertise has been advising companies involved in hotels or the large-scale restaurant industry. Our hospitality team is one of the largest and most experienced in the German market and we are one of the leading addresses in this field in Germany. We support well-known hotel operators, hotel project developers and hotel investors in the realization of hotel projects and in any matter concerning hotel real estate. In addition, we advise a large number of well-known gastronomy companies on leasing and franchise law in their expansion and securing of new locations.
Service offering:
- Lease, management and franchise agreements for hotels and hotel projects of all categories
- Transactions in the form of business takeovers and real estate deals (asset deals, share deals, portfolio transactions)
- Legal advice on hotel asset management
- Hotel-related joint ventures as well as marketing and distribution cooperations
- Legal support for hotel project developments
- Rental and lease agreements for gastronomy businesses
- Enforcement of and defence against claims arising from operating agreements for hotels and restaurants
Litigation
Even in property investments, legal disputes may arise. In the interest of a cost-efficient resolution, we first of all seek to settle disputes out of court. In the past, this has been successful in a large number of cases. We moreover have experience in alternative dispute resolution procedures such as mediation and arbitration. Whenever necessary, we represent our clients before the courts – we have many years of experience in litigation.
Service offering:
- Disputes regarding warranty claims arising from acquisitions (both asset and share deals)
- Disputes regarding the calculation of severance payments or profit-sharing claims arising from joint ventures
- Disputes regarding the existence of termination options in lease agreements
- Other disputes related to (failed) investments
- Enforcement and defense of claims in disputes regarding defects, compensation, and liability in construction matters
- Disputes related to construction delays, disruptions to the construction process, and claim and anti-claim issues
- Independent evidence proceedings, summary proceedings, and preliminary injunctions
