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  • 1.

    What is the typical structure of a business combination involving a publicly traded real-estate owning entity?

  • 2.

    Are there are any significant differences if the transaction involves a privately held real-estate owning entity?

  • 3.

    Describe the process by which public and private real-estate business combinations are typically initiated, negotiated and completed.

  • 4.

    What are some of the primary laws and regulations governing or implicated in real-estate business combinations? Are there any specific regulations or laws governing transfers of real estate that would be material in a typical transaction?

  • 5.

    Are there any specific material regulations or structuring considerations relating to cross-border real-estate business combinations or foreign investors acquiring an interest in a real-estate business entity?

  • 6.

    What territory’s law typically governs the definitive agreements in the context of real-estate business combinations? Which courts typically have subject-matter jurisdiction over a real-estate-related business combination?

  • 7.

    What information must be publicly disclosed in a public-company real-estate business combination?

  • 8.

    Give an overview of the material duties, if any, of the directors and officers of a public company towards shareholders in connection with a real-estate business combination. Do controlling shareholders have any similar duties?

  • 9.

    What rights do shareholders have in a public-company real-estate business combination? Can parties structure around shareholder dissent or rejection of a real-estate business combination, and what structures are available?

  • 10.

    Are termination fees typical in a real-estate business combination, and what is their typical size?

  • 11.

    Are there any methods that targets in a real-estate business combination can employ to protect against an unsolicited acquisition? Are there any limitations on these methods?

  • 12.

    How much advance notice must a public target give its shareholders in connection with approving a real-estate business combination, and what factors inform this analysis? How is shareholder approval typically sought in this context?

  • 13.

    What are some of the typical tax issues involved in real-estate business combinations and to what extent do these typically drive structuring considerations? Are there certain considerations that stem from the tax status of a target?

  • 14.

    What measures are normally taken to mitigate typical tax risks in a real-estate business combination?

  • 15.

    What form of acquisition vehicle is typically used in connection with a real-estate business combination, and does the form vary depending on structuring alternatives or structure of the target company?

  • 16.

    What issues typically face boards of real-estate public companies considering a take-private transaction? Do these considerations vary according to the structure of the target?

  • 17.

    How long do take-private transactions typically take in the context of a public real-estate business? What are the major milestones in this process? What factors could expedite or extend the process?

  • 18.

    Are non-binding preliminary agreements before the execution of a definitive agreement typical in real-estate- business combinations, and does this depend on the ownership structure of the target? Can such non-binding agreements be judicially enforced?

  • 19.

    Describe some of the provisions contained in a purchase agreement that are specific to real-estate business combinations? Describe any standard provisions that are contained in such agreements.

  • 20.

    Are there any limitations on a buyer’s ability to gradually acquire an interest in a public company in the context of a real-estate business combination? Are these limitations typically built into organisational documents or inherent in applicable state or regulatory related regimes?

  • 21.

    Describe some of the key issues that typically arise between a seller and a buyer when negotiating the purchase agreement for a real-estate business combination, with an emphasis on building in certainty of closing? How are these issues typically resolved?

  • 22.

    Who typically bears responsibility for environmental remediation following the closing of a real-estate business combination? What contractual provisions regarding environmental liability do parties usually agree?

  • 23.

    What other liability issues are typically major points of negotiation in the context of a real-estate business combination?

  • 24.

    In the context of a real-estate business combination, what are the typical representations and covenants made by a seller regarding existing and new leases?

  • 25.

    Describe the legal due diligence required in the context of a real-estate business combination and any due diligence specific to a real-estate business combination. What specialists are typically involved and at what point in the transaction are the various teams typically brought in?

  • 26.

    How are title, lien, bankruptcy, litigation and tax searches typically conducted? On what levels are these searches typically run? What protection from bad title is available to buyers and does this depend on the nature of the underlying asset?

  • 27.

    Do sellers of non-public real-estate businesses typically purchase representation and warranty insurance to cover post-closing liability?

  • 28.

    What are some of the primary agreements that the legal teams customarily review in the context of a real-estate business combination, and does the scope vary with the structure of the transaction?

  • 29.

    What are the typical remedies for breach of a contract in the context of a real-estate business combination, and do they vary with the ownership of target or the structure of the transaction?

  • 30.

    How does a buyer typically finance real-estate business combinations?

  • 31.

    What are the typical obligations of the seller in the financing?

  • 32.

    What repayment guarantees do lenders typically require in the context of a property-level financing of a real-estate business combination? For what purposes are reserves usually required in the context of property-level indebtedness?

  • 33.

    What covenants do lenders usually insist on in the context of a property-level financing of a real-estate business combination?

  • 34.

    What equity financing provisions are common in a transaction involving a real-estate business that is being taken private? Does it depend on the structure of the buyer?

  • 35.

    Are real-estate investment trusts (REITs) that have tax-saving advantages available? Are there particular legal considerations that shape the formation and activities of REITs?

  • 36.

    Are there particular legal considerations that shape the formation and activities of real-estate-focused private equity funds? Does this vary depending on the target assets or investors?

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Meyerlustenberger Lachenal Ltd. (MLL) is one of the most reputable international business law firms in Switzerland. Our over 100 experienced and dynamic lawyers form a strong team of specialists that stand for innovative and solution-focused services.

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Zurich
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8031
Zurich
Switzerland
T: +41 44 396 91 91
F: +41 44 396 91 92


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