What is the most surprising aspect of a lawyer's role in a commercial real estate deal? That was one of the many questions we asked Carey Gunn Venditti, a partner at DLA Piper. In the exclusive Q&A below, we go back to basics and talk about a lawyer's role in commercial real estate from start to finish, what clients can expect, and the broker lawyer relationship among other things.

GlobeSt.com: What is a lawyer's role in a commercial real estate deal from start to finish?

Carey Gunn Venditti: It really depends on whether we are handling the deal from a development or financing angle. To sum up our role, no matter the transaction, we are deal makers, not deal breakers.

With a development deal when we are representing an equity partner in the deal or the land developer, oftentimes the lawyer serves as a movie director or traffic cop for the project, especially if we are acting as local Texas counsel for an out of state group. In that case, we act as information central, lining up local consultants such as entitlements experts, engineers, architects, contractors, planners, title companies, infrastructure and bond or other public financing counsel. We routinely push along the deal to meet deadlines and give insight as to the players in the deal from a Texas perspective. Surprisingly, a lot of folks who have never done business here before find that the unusual Texas laws and rules in regard to real estate development, construction and title matters lend themselves to reaching for local assistance to navigate the maze.

If we are using a financing deal for perspective, whether we represent the borrower or the lender, the lawyer's role is that of deal facilitator. We must not only negotiate loan terms, we must be on top of all of the loan documents, the deadlines, the title company requirements, the form of the documents and get to know the personalities involved in the deal to determine what is or is not an emergency for completing the deal. We must plug in the right folks to handle the timelines and ensure the completion of the documents within the time frame we have in front of us. Sometimes, we even serve as a connector to a new financing source.

GlobeSt.com: What type of counsel does a lawyer provide to their client throughout a commercial real estate deal?

Gunn Venditti: I would say that we are beck and call counsel. We are there 24/7 when a client needs an answer or something done. When we are in the middle of a deal, we plug in our team to answer all communications right away and the client knows we are there to service their needs whenever and wherever. We are here to solve problems, not create new ones. We do not allow drama or gossip to affect or overtake anything we do. Client confidentiality is a key feature of all deals, of course, we're lawyers, so ethically speaking, confidentiality is a paramount concern. But even so, our clients trust us with very close to the vest information. Some of that close relationships arise from the fact that we know the real estate market and industry so well that we are able to feed our clients deal information and connect them with other players in the market. We ensure that part of our role is playing up on the 6 degrees of separation. In Texas, there is no doubt that someone will know someone on a deal. That knowledge can be what makes or breaks the trust factor on a deal.

GlobeSt.com: What is the most surprising aspect of a lawyer's role in a commercial real estate deal?

Gunn Venditti: We are supposed to be an “Attorney and Counselor at Law” and in that role we often truly serve as a counselor to our clients. In other words, if we have a long term relationship with any particular client, we end up hearing about difficulties with their kids in the teen years, weddings, funerals and other moments which are really touching over time. The lawyer becomes like family to the client, even if the contacts are with a big corporate client. I would have never envisioned that looking forward when I first started to practice law.

GlobeSt.com: How do lawyers work with brokers among other players involved in a deal?

Gunn Venditti: A broker will get the deal sealed and often do the first draft of a contract. We have lots of contact with the broker during the acquisition or leasing process. Some brokers will push a deal regardless of whether the numbers work or ignore long term planning issues. Those kind of brokers are the exception though, not the rule. For the most part, as we are always both in a deal for the client, we work closely with the broker to ensure the deal works for the client. Brokers provide truly valuable information and are a great deal source overall. We think very highly of and have great relationships with brokers.

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