Proskauer Rose LLP is one of the nation's largest and oldest law firms. We have long been recognized in legal and business circles as a significant and influential firm in the hospitality industry. Our extensive experience in advising hospitality clients involves every area of our practice -- including corporate, real estate, labor, litigation and dispute resolution, environmental, benefits, tax, bankruptcy and intellectual property. Our commitment to the hospitality industry is unparalleled among major national firms. For more information about this practice area, contact:
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Lodging & Gaming Practice has a strong track record of legal innovation in its work with the world s lodging and gaming industry leaders. Practice co-chairs Michael Feldman and Jeffrey Horwitz, who have made this business a principal focus of their practice for more than 20 years, have shaped the Firm s success in Lodging & Gaming legal matters by cultivating enduring client relationships more than 30 years with Club Med and nearly 20 years with Meridien while building new ones with industry leaders such as Accor, Raffles, InterContinental, and Swissôtel.
Jeff, who has been named as one of the "Best Lawyers in America" for Corporate, is a member of the City Bar of New York, where he chairs the Committee on Hotels, Restaurants and Tourism. Jeff holds a seat on the Advisory Board of the Cornell Center for Hospitality Research and is a member of the Editorial Board of the Cornell Hotel and Restaurant Administration Quarterly. Michael is a member of the Advisory Board of New York Universitys Preston Robert Tisch Center for Hospitality, Tourism and Sports Administration, and a moderator and panelist for the NYU Hospitality Industry Investment Conference.
Michael Feldman and partner Andrew Robins have been ranked in Chambers USA 2007 as Leaders in the Lesiure and Hospitality industries.
Michael, Jeff and Andy regularly serve as moderators/panelists at industry conferences on management agreements, hotel acquisitions, debt financing, mixed-use developments and condo hotels.
Michael and Jeff also co-chair The New York Hospitality Council, a not for-profit corporation co-founded by Proskauer and supported by both Cornell University School of Hotel Administration and New York Universitys Preston Robert Tisch Center for Hospitality, Tourism and Sports Administration. The Council is a forum for hospitality industry leaders to discuss the key issues facing the hotel, travel and tourism industry.
Our integrated, global resources provide clients with access to the skills of more than 700 lawyers worldwide, ensuring that Lodging & Gaming-related legal matters are handled with agility and efficiency. Our extensive client experience involves every area of our practice including corporate, real estate, labor, litigation and dispute resolution, environmental, benefits, tax, bankruptcy, and intellectual property.
Mergers & Acquisitions
Proskauer's Mergers & Acquisitions practice covers transfers of chain operators, including both public and private companies and REITs, specific properties (and owning companies) and management agreements.
We regularly represent operators and private equity firms in M&A transactions in connection with gaming and resort properties, as well as structuring and negotiating the underlying financing structure. We also have advised on numerous Indian gaming projects.
Our securities, banking, private equity, tax, ERISA, real estate and secured lending, and M&A groups regularly work together to produce effective results in complex situations. Our Mergers & Acquisitions Group consistently receives high marks in its category in the latest edition of Chambers USA-America's Leading Business Lawyers. Chambers USA recognizes Proskauer as "distinguished" and reports that our clients commend our "attorneys as 'seamless in their communications' and experienced in M&A [and other] business transactions."
Management Agreements
Our lawyers are recognized leaders in the management agreement field, focusing almost exclusively on first-class, luxury and super-luxury properties. We bring our more than 20 years of broad hotel business experience to bear to negotiate, draft, analyze and develop strategies for owners, operators, lenders and investors.
We have extraordinary know-how in negotiating long-term management agreements with and for major international chains, such as Crowne Plaza, Four Seasons, Hilton, InterContinental, Marriott, Ritz-Carlton, Sheraton, Sofitel, Sonesta, St. Regis, Westin and W Hotels, as well as smaller chains and boutique operators, such as Kimpton or Thompson Hotels. Our experience in this area extends to complex multi-use and multi-location properties and transactions, whether in REIT structures, mixed-use development or condominiums. We have significant experience representing owners, and in particular private equity funds, in these negotiations.
We recently negotiated management agreements for the Baha Mar joint venture in Cable Beach, Nassau, The Bahamas with Starwood for a Sheraton, W, Westin and St. Regis and with Harrah's for a Caesars Palace Hotel and Casino.
We also negotiated for owners the first third-party management agreements for Ritz-Carlton (following its acquisition by Marriott), St. Regis and Caesars/ Harrah's. We recently completed a complex set of long-term management agreements for Accor as part of a "sale-and-management-back" transaction for eight Sofitels in the U.S.
Mixed-Use Development and Branding
Proskauer's Mixed-Use Development practice focuses on traditional hotels, condominium hotels, fractional ownership product, destination clubs, and branded residential real estate. We play a pivotal role in assisting hotel operators and franchisors in entering this new phase of operations and currently act on behalf of a broad array of operators, franchisors and developers.
Our lawyers in this sector have represented InterContinental, Hyatt, Hilton, Sonesta, Rosewood, Wyndham, Carlson, Morgans Hotel Group, Donald Trump, RAL, AIG, WCI Communities, The Blackstone Group, and The Patrinely Group. We are at the leading edge of the many complex legal and business issues inherent in these projects, including the maintenance of brand standards in a mixed-use environment, balancing and reconciling the interests of multiple stakeholders, and complying with applicable securities laws.
Real Estate
Hotel chains and luxury property owners, developers, investors and management companies look to us for help with all manner of real estate transactions-ranging from complex leasing agreements, to the financing and securitization of real estate investments and development, to construction projects from start to finish.
Our ever-expanding real estate securities and finance clients include public real estate companies and REITs, underwriters of real estate securities, institutional lenders, real estate opportunity funds, pension advisors, and real estate venture capital firms. Real estate securities clients rely on us in every stage of investment-growth capital, mature private equity, public debt and equity, management buyouts and other leveraged acquisitions and recapitalizations of successful and less successful companies, and other special situations. We regularly represent our finance clients in both senior and mezzanine positions, as well as secured and unsecured positions.
Joint Ventures
Our joint venture experience includes a full range of transactions involving the development of and investment in lodging, gaming and multi-use projects, including destination resorts. We regularly advise both controlling and minority joint venture partners on ownership and investment strategies, and developers on matters relating to the planning, development, construction, financing, ownership and operation of properties.
Our recent work in this area includes the representation of Baha Mar Development Company in connection with a $2 billion joint venture with Harrah's to develop a project located in Cable Beach, Nassau, The Bahamas, to be operated by Starwood Hotels & Resorts Worldwide. This project, located in Cable Beach, The Bahamas, is the Caribbean's largest single-phase destination resort, including a St. Regis, a Westin, a W Hotel, a Caesars Palace Hotel and Casino, as well as a retail village, golf course and other facilities.
Finance
Our Lodging & Gaming Finance Practice includes a full range of investment and financial transactions involving lodging and hospitality properties and investors, developers and related entities, from first-mortgage debt to the most creative mezzanine and other instruments. We have provided legal services in a wide array of banking and finance-related matters, drawing upon the resources of our corporate, securities, tax, real estate, ERISA, insurance, intellectual property, environmental, antitrust, bankruptcy and litigation lawyers whenever needed.
Our recent work in this area includes senior debt financing for a variety of new hotel development projects and refinancings on behalf of Wachovia; a high-yield debt financing for Wheeling Island Gaming, which is now wholly owned by a subsidiary of Delaware North; and the representation of Citigroup as underwriter in an equity offering for Interstate Hotels.
Workouts & Bankruptcy
Our nationally recognized Bankruptcy and Restructuring Practice Group has unparalleled experience in the Lodging & Gaming sector. Our lawyers advise clients-managers, operators, investors, and developers who are both in and out of bankruptcy-on the full spectrum of insolvency and workout-related matters. We also represent debtors, creditors' committees, individual creditors and entities interested in acquiring or investing in troubled companies. When required, our bankruptcy litigation and transactional lawyers bring their extensive skills to client matters as well.
We represented a Credit Suisse fund in connection with its acquisition of the Ritz-Carlton, San Juan Hotel, Spa and Casino out of bankruptcy through the acquisition of debt on the property and its conversion into equity. We also represented the fund in connection with the management and related agreements for the Hotel, as well as its subsequent sale of the Hotel.
Litigation
We have helped clients through virtually every type of Lodging & Gaming-related litigation matter, and regularly represent both owners and operators in litigating and negotiating arrangements for troubled or disputed management agreements, properties and transactions. Proskauer's lawyers include both experienced business lawyers and seasoned federal government prosecutors of the highest level.
We seek alternative dispute solutions in order to avoid actual litigation whenever possible. We conform our legal strategy to our clients' business strategy, and our knowledge of the Lodging & Gaming industry allows us to achieve results that benefit our clients and their businesses as much as possible.
Labor and Employment
Our Labor & Employment Group, one of the most respected in the nation, works hand-in-hand with our Lodging & Gaming Practice to represent hotels, management groups, developers and other hospitality-related entities in all aspects of labor relations and collective bargaining. Our professionals have extensive experience in representing owners of hotels, including private equity funds, in helping to protect the owner's investment by appropriate participation in the labor relations process. Most recently, we played a significant role during the 2006 "round" of collective bargaining with UNITE HERE, supporting either owners or operators in Honolulu, San Francisco, Chicago, New York and Boston.
We regularly handle ERISA and employee benefit matters, such as advising the union pension fund owner of The Diplomat in Florida. We also assist clients with counseling and training, employment litigation, wage and labor issues- including defense of wage and hour class actions; employment, leave, and alternative work policies and procedures; employment contracts; retention arrangements; severance packages; ADA accessibility (both public and private) counseling and litigation; and international labor and employment.
Intellectual Property
Lodging & Gaming clients have retained Proskauer in numerous licensing and IP transactions over the years. We have worked to maximize returns on licensing deals and to ensure the proper enforcement of trademark, copyright and patent rights for Lodging & Gaming clients around the world. Recent work in this area has included counseling an investment entity regarding a complex licensing agreement with a major international hotel chain. We are outside trademark counsel to The Trump Organization.
Our group has substantial experience with investments in online reservations networks, global distribution systems and computer reservation systems, and participated in the early formation of Amadeus. Additionally, we have worked with every sort of operational arrangement, from reservations systems (including CRS and GDS) to contracts for uniforms.
Global Matters
Our practice is truly cross-border, extending across the globe. Our lawyers have: helped Kerzner acquire property in The Maldives; completed work for Swissôtel in Quito and Lima; handled mixed-use developments in Kiev and Tokyo; advised Australian bank Macquarie on issues relating to a gaming facility in Cambodia; represented AIG Real Estate Investment (Europe) Ltd. in the creation of a joint venture to acquire multiple hotels in Eastern Europe; and handled acquisitions in Paris.
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