Andrew BaraffPartner

Real Estate and Real Estate Finance.  Andrew has extensive experience in every facet of real estate, including purchases, sales, leases and joint ventures, and acquisition, construction, mortgage, mezzanine and multi-jurisdiction loan facilities, as well as less conventional transactions, such as financings secured by oil and gas pipelines and coal mines and reserves.

Commercial and Business Matters.  Andrew handles formation matters, such as structuring and preparing LLC and other joint venture agreements; operating matters, such as consulting and confidentiality agreements, letters of credit and other contracts; and situations that are less common, such as a European television production company’s first acquisition of U.S. programming and distribution rights.

Outside General and Local Counsel.  Andrew regularly counsels companies that do not need a full-time in-house attorney, handling matters such as contract negotiations; employment, human resources and public relations issues; the management of litigation and other operating concerns.
He also serves as real estate counsel to New York law firms that do not have their own real estate expertise and as local counsel in primarily non-New York transactions, including the delivery of New York legal opinions.

Research and Analysis.  Andrew frequently analyzes the interplay of complicated issues of fact and law to develop creative negotiating positions and litigation strategies.

Family Businesses and Trusts.  Andrew provides legal and business counsel to family businesses and trusts, mediating conflicts between beneficiaries and trustees and inter- and intra-generational disputes, and modifying governance, operational and investment policies and structures to address issues with succession planning and the transfer of businesses and wealth from one generation to the next.

Special Situations.  Over the years, Andrew has been involved with quite a few unusual matters, such as the viability of the “taking” of a professional baseball team, the development of luxury homes around a professional-level golf course in partnership with an international golf champion, and the creation of a “qualified conservation contribution easement”.

Prior to joining the Firm, Andrew was a senior counsel in the real estate departments of Covington & Burling and Sullivan & Cromwell, a managing director in the Office of the General Counsel at Emigrant Bank; a legal and real estate consultant to Promontory Financial Group, a financial and business consulting firm, where he was retained to assist with the development of remediation plans for several of the largest banks involved in the recent mortgage loan crisis; and the founder of his own boutique law practice.

Representative Transactions

Acquisitions and Sales

• A prominent investment bank in the acquisition of 245 Fifth Avenue and 417 Fifth Avenue, New York, in partnership with a major New York City developer.
• A charitable foundation in its sales of commercial properties in New York City.
• A private investor in the $25,000,000 purchase of a hotel in Boston.

Joint Ventures

• The money partner in a joint venture to develop several mixed use projects in New York City
• A Japanese investment bank in the negotiation of a joint venture for the acquisition of a defaulted mortgage loan on a shopping center in order to acquire and redevelop the property.
• An Australian investment bank in a joint venture with an Australian television personality for the development, production, distribution, licensing and marketing of a U.S. television series.

Financings

• A New York hockey franchise in a $100,000,000 secured borrowing facility.
• A private equity fund in a $67,500,000 acquisition loan facility and a subsequent $70,000,000 refinancing, each secured by mortgages on cogeneration power plants and related supply and transmission easements in California.
• A Canadian investment fund in a $16,750,000 secured acquisition and construction loan in New York City.

Leases

• A Canadian pension fund in all leasing matters for a Class A office building in New York City.
• An international law firm in a lease of 68,000 square feet of expansion space.
• A cosmetics and fashion company in the lease of its first retail store in the U.S.

Outside General and Project Counsel

• U.S. counsel for two unrelated foreign companies in all of their U.S. operations, including leasing, financings and operating issues.