Corporate Governance and Joint Ventures

Tenenbaum & Saas represents clients in the formation of business entities, including the negotiation and drafting of organizational documents, partnership agreements, operating agreements and shareholder agreements, and related tax-planning issues.  Our representation often encompasses advising our clients regarding directors’ and officers’ liability, dissolution, reorganization, franchising, trade association membership, mergers, acquisitions, divestitures, business sales, business successions, shareholders’ rights and matters of federal, state and local taxation.  Within the field of corporate governance, Tenenbaum & Saas routinely represents sophisticated investors, developers and lenders through-out the real estate industry regarding their partnership and joint venture activity.  Our attorneys deliver pragmatic advice concerning the formation, negotiation, structuring, and governance of complex collaborative arrangements among stakeholders in the real estate enterprise.  Our attorneys understand the critical need to attend to the business relationships between the parties involved in joint ventures.  With an appreciation for the nuances of collaborative efforts and extensive knowledge of the business aspects of the real estate industry, we assist our clients in identifying relevant risks associated with the desired business outcomes and then advise on strategic solutions tailored to avoid or mitigate these risks.  We structure and close a broad array of real estate transactions including single property and portfolio acquisitions, complex debt transactions, debt acquisitions, equity joint ventures, workouts and restructurings, and investment vehicles utilizing a wide range of unique capital sources such as crowd-funding.


Leasing is one of the most critical elements to any successful real estate investment.  For owners, investors and lenders, leases represent the revenue source at the center of all ownership and investment considerations for a given property. For tenants, leases represent the assurance of stable and cost-efficient occupancy over a considerable period of time. Our lawyers provide a comprehensive perspective and considerable experience in representing landlords, tenants, subtenants, property managers, asset managers, lenders and developers in all varieties of leasing scenarios including the following: retail, office, industrial, utility and telecommunication facilities, secured facilities and ground leases. Our ability to identify and articulate essential risk considerations relating to leasing provisions enable us to tailor solutions that effectively deliver a constructive outcome for all parties.  On many leasing transactions, our attorneys work closely with colleagues from our litigation practice to provide a more thorough understanding of the likely outcomes associated with certain lease provisions.  Beyond the critical legal considerations involved in lease negotiations, we promote the business issues that are most significant to our clients for each given transaction as well as the practical outcomes associated with the lease provisions.

Real Estate Acquisition and Dispositions

We advise on all types of sales and purchases of real estate including single asset sales and purchases, conveyances of portfolios of properties, ground leases, acquisition or investments in the ownership of real estate, and sales and leasebacks.  We represent clients in acquisitions and disposition of all types of projects including hotels, offices, mixed-use projects, retail projects and shopping centers, multi-family residential projects, undeveloped land, industrial and warehouse properties and secured facility properties.  Whether a customary sale by deed of a single asset, transfer of ownership interests in an LLC or corporation or the sale of a portfolio of assets, our attorneys focus on the range of business outcomes desired by our clients and orient our work accordingly to deliver practical, market-oriented solutions in structuring transactions, performing due diligence and negotiating and drafting necessary documentation.

Real Estate Development

The broad field of real estate development represents Tenenbaum & Saas’ greatest strength.  We advise clients through the acquisition, leasing, financing, design, construction, stabilization, management, and eventual disposition of office, retail, multifamily, industrial and mixed use projects.  Many of our attorneys leverage prior in-house general counsel experience to provide an articulated business perspective to legal issues arising with a multidisciplinary real estate development enterprise including developers, investors, lenders, tenants, architects, contractors and others.

Real Estate Finance

We advise developers, investors and lenders on financing a variety of projects ranging from complex mixed-use developments to existing stabilized assets in all manner of scenarios such as acquisition financing, construction financing, ground lease financing and mezzanine financing.  We represent clients in structuring the financing for joint venture arrangements and construction loans as well as negotiating and documenting financings of multifamily housing, office buildings, hotels, and retail and lifestyle properties.

Trial Practice

We represent clients in all facets of the litigation process, beginning with advising clients on what action to take prior to the commencement of a litigation proceeding, from the commencement of a civil suit through trial and in any appeal that follows a final verdict.  We practice in the state and federal courts in Washington, D.C, Maryland, Virginia and nationwide in many contexts including real estate litigation, bankruptcy disputes, landlord/tenant matters, complex litigation or collection and seizure of assets.  We represent clients both in the capacity as creditors and debtors in bankruptcy proceedings. We represent lenders, property owners, and other institutions in protecting their property and financial interests as affected by a bankruptcy proceeding, whether it be a Chapter 11, Chapter 7 or Chapter 13 proceeding. Our attorneys practice in the bankruptcy courts in Washington, D.C., Maryland and Virginia and nationwide as needed by our clients.  We represent clients in collecting debts and otherwise using the legal process to seize assets in satisfaction of claims and monies owed to our clients.  This ranges from the initiation of pre-judgment remedies such as Court-ordered attachments and preliminary injunctions, through post-judgment collection actions.  We advise clients as to their rights when debtors hide or fraudulently convey assets to avoid payment of debts and judgments.

Workouts and Restructuring

We advise lenders, borrowers, investors, developers, contractors and others concerning large and complex workouts, restructurings, dispositions and acquisitions of distressed loans and distressed real property.  We have considerable experience representing lenders and borrower in negotiating a broad range of workout and remedy/enforcement resolutions including loan modifications, foreclosures, deed-in-lieu agreements, forbearance arrangements, release agreements, lease modifications, loan assignments, entity restructurings, recapitalizations, subordination and other inter-creditor agreements, and settlement agreements.