As of March 1, 2024, WKBKY has joined Fennemore. Learn more

Real Estate · Sacramento & Walnut Creek

Real Estate Attorneys.

Multidisciplinary counsel for complex real estate — ownership, investment, development, construction, and management, with the entity, tax, and financing work that supports them.

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Overview

Fennemore offers deep experience in complex real estate transactions, delivering multidisciplinary legal solutions across property ownership, investment, development, construction, and management — together with the related entity formations, tax planning, and financing structures. We represent clients throughout California and Nevada, from the Sacramento Valley and the Bay Area to the Central Valley.

Our real estate clients include developers, home builders, financial institutions, property managers, investors, brokers, contractors, and small businesses, across planned communities and residential subdivisions, office, retail, apartment, industrial, condominium, and agricultural and undeveloped land. California depth, now backed by a full-service national firm.

Capabilities

What We Handle.

Development & Transactions.

Getting deals and projects done — from raw land through completed sale.

  • Land use approvals
  • Design, construction, and builder contracts
  • CC&Rs and HOAs
  • Easements and rights-of-way
  • Acquisitions and dispositions of land, office, retail, industrial, residential, and mixed-use property
  • Transaction structuring, title and survey review, and escrow closing

Finance, Lending & Workouts.

Structuring — and, when needed, restructuring — real estate debt.

  • Secured and unsecured credit and loan transactions
  • Acquisition, development, and construction loans
  • Asset-based financing and complex banking transactions
  • Lender liability and collateral protection
  • California anti-deficiency and "one action" rules
  • Restructurings and workouts for distressed owners and investors

Entities & Tax.

The joint ventures, entities, and tax planning beneath real estate deals.

  • Joint ventures, limited partnerships, LLCs, and corporations
  • Development and investment entity structuring
  • Real estate tax planning across acquisition, development, and sale
  • Tax-deferred (Section 1031) exchanges
  • Representation before the IRS, CDTFA, FTB, and county Assessment Appeals Boards
Service Areas

Real Estate Service Areas.

Click any service area below to read more.

Real Estate Development+

We represent developers in the development of land and planned communities — land use approvals; design, construction, and builder contracts; CC&Rs and HOAs; easements and rights-of-way; and development, cost-sharing, and consultant agreements. Our work extends to negotiating and documenting joint ventures and investment structures, and a range of financing arrangements including equity, acquisition and development financing, construction lending, and permanent financing.

Real Estate Acquisitions & Dispositions+

Our attorneys negotiate and document the purchase and sale of land and office, residential, retail, industrial, and mixed-use property — for clients ranging from well-known regional developers and builders to small property owners across Northern California and Nevada. We handle every aspect of a transaction: structuring the deal, negotiating and preparing documents, reviewing title and survey, negotiating title policy and endorsements, and closing escrow.

Secured Lending & Finance+

We advise lenders, developers, and owners on secured and unsecured credit and loan transactions, asset-based financing, real estate acquisition, development and construction loans, and complex banking transactions and compliance. Whether you are a debtor or a creditor, we help with structuring, negotiating, documenting, closing, administering, restructuring, and working out loans.

Our team is experienced in California real estate lending law — collateral protection, debt realization, and lender liability — and in the state's anti-deficiency and "one action" rules. We routinely structure transactions and security documents to minimize tax impact and maximize collateral availability in the event of default.

Joint Ventures+

Working alongside our tax and corporate attorneys, we offer California, Nevada, Delaware, and foreign companies a broad range of services — structuring development and investment activities and entities, implementing business plans, and handling fundamental business formations. We advise on the full range of entity choices, including joint ventures, limited partnerships, limited liability companies, and corporations. Because partnership, collaboration, and equity investment carry significant business and legal consequences, we help clients structure them to meet their financial, operational, and tax goals.

Restructures & Workouts+

We advise distressed property owners and investors across California and Nevada on restructuring and workouts — transactional and insolvency/restructuring matters, negotiation and pre-litigation counseling, debtors' and creditors' rights, remedies, and tax planning. The goal is the best business and tax outcome available, while preserving flexibility if litigation or insolvency becomes necessary.

Real Estate Tax+

Our real estate tax planning spans every stage of real estate — acquisition, development, construction, and sale — including dealer-versus-investor status, tax investment strategy, tax characterization of expenditures, succession planning, debt leveraging and debt relief (CODI), tax credits, tax elections, tax-deferred exchanges, and planning for dispositions. We also represent real estate clients before the IRS, the California Department of Tax and Fee Administration (CDTFA), the Franchise Tax Board, and county Assessment Appeals Boards. For the full picture, see our Real Estate Tax Services page.

Representative Matters

Representative Matters.

Our attorneys have advised a wide range of clients across our real estate practice, including:

  • Developers and builders on joint ventures with institutional real estate funds and others, for the acquisition, construction, and sale of residential and office properties ranging from $1 million to $1 billion
  • An owner and operator of skilled nursing facilities across California and Utah on financing, acquisition, lease, sale, and tax structuring of its facilities
  • An owner and manager of California and Nevada shopping centers on loan restructurings and workouts totaling $80 million in secured loans with various institutional lenders
  • A Bay Area investor on the purchase and financing of a 400-plus-unit apartment complex in Phoenix, Arizona
  • A Sacramento developer and home builder on the purchase and entitlement of paper and finished lots in Sacramento, Reno, and Monterey
  • A Central California developer structuring a joint venture with a co-developer and equity investor for mixed-use for-sale and rental housing developments across the Pacific Northwest
  • A Sacramento Valley water district on the construction and maintenance of facilities and the transfer of water rights
  • A Bay Area investor on the negotiation and purchase of real estate mortgage notes secured by commercial properties ranging from $1 million to $50 million
  • A tenant-in-common debtor in a bankruptcy restructuring of ownership and financing of projects across California
  • Investment property owners on Section 1031 exchanges ranging from $1 million to $100 million
  • Affiliated companies in the manufacturing and retail of building products, on structuring, tax planning, and organization
  • A Northern California owner and operator of gas stations and convenience stores on the sale of its properties and business
  • An owner of Nevada mining claims on the lease and sale of silica and gold mining claims
Attorneys

Attorneys With This Experience.

Director · Tax & Real Estate

Director · Tax & Transactional

Director · Real Estate & Corporate

Director · Tax, Trusts & Estates