It is increasingly common for real estate clients to carry out a transaction where the asset is a property but the transaction is a corporate one.
For mergers and acquisitions, there can be significant tax advantages for the parties in choosing to acquire or dispose of the interests in a corporate vehicle rather than the property itself. However, buying or selling a company – even an SPV – gives rise to additional complexities and issues that do not arise on a pure property deal.
Similarly, where two or more parties come together for a common purpose, such as the residential or commercial development of a site, a corporate joint venture (JV) will often be formed. Each party will likely be bringing something different, be it investment, asset management skills and responsibility, the introduction of opportunities to the JV, a regulatory licence, etc. As corporate lawyers advising clients on real estate JVs, we seek to ensure that issues such as control, return and transfers fit both the strategic interests of our client and enable the property-related purpose of the JV to be best delivered.
How we help clients
Having a team of corporate lawyers who work regularly in, and understand the particular requirements of clients in, the real estate sector can provide a real value add for clients.
- acquisitions and disposals of special purpose vehicles where the sole asset is property;
- acquisitions and disposals of trading businesses that are in the real estate sector such as hotels, care homes, holiday parks, etc.;
- joint ventures that are set up to hold, acquire or develop real estate;
- majority and minority investments in corporate vehicles where the main asset is real estate;
- reorganisations for property groups;
- asset management arrangements; and
- a range of other corporate support for real estate sector clients.
The corporate team are highly commercial and pragmatic, focused on achieving the client’s key objectives. They work collaboratively to achieve the client’s goals.
Our approach and team
We work seamlessly alongside our large market-leading team of property lawyers to deliver a joined up service. We also have a significant real estate tax practice who can assist with structuring corporate real estate investments, a specialist investment funds team as well as the full range of related services that you would expect from a large law firm including environment, construction and employment.
We are familiar with, and transact regularly alongside, lawyers in the offshore jurisdictions most commonly used to hold UK real estate, such as Luxembourg, Jersey and BVI. We are also expert in warranty and indemnity insurance which is very often used on corporate real estate mergers and acquisitions, and have strong relationships with the principal brokers and underwriters in the UK market.
With offices across the UK, including an office in central London and over 150 corporate and real estate lawyers, we have the regional network to provide our clients with the advice they need on their doorstep/ where the asset is located.
Who do we help?
We act for a range of clients including property investors, private equity, institutional investors and individuals/ family offices, property developers, housebuilders, asset managers and operators, agents, and public sector clients.