NMWavo ca t s Real Estate Practice NMW is dedicated to the real property sector. Our positioning is that of an adviser providing legal and tax services together with a global and transverse approach. We implement the proposed solutions with the other advisers involved in a pluri-disciplinary approach. Understanding our clients’ businesses and industry sectors enables us to be responsive to their needs and to offer effective, creative and practical solutions to the challenges they face. Our purpose is to imagine and effectively implement global solutions for complex issues of our clients, and not only to provide them with purely technical answers to legal questions. A Powerful Combination NMW’s lawyers stand out for their ability to use their imagination, as well as technical knowledge, to help clients realize their most important projects. Local knowledge also enables NMW to help clients take full advantage of new opportunities and anticipate risks. The effectiveness of this comprehensive global and transverse approach is allowed by the fact that some attorneys are certified public accountants, notaries, members of the RICS. NMW avocats is also an active member of the International Bar Association, which allows the Firm to benefit from the largest network of correspondents in every foreign jurisdiction. NMW avocats coordinates closely with notaries, expert land surveyors, architects, diagnosticians, property surveyors, banks, brokers, accountants. Our Areas of Expertise n Acquisitions, disposals n Real estate financing & Real estate refinancing n Real estate portfolio n Sale & Leasebacks n Real estate investment funds n Construction n Development n Planning & Environment n Ownership, co-ownership n Leases n Real estate taxation Our Sector Areas n Offices n Shopping centres and retail n Industrial and logistics n Infrastructure n Power & energy projects n Residential n Hotel and resorts n Clinics Our clients Our Firm represents a diversified range of clients, and notably: n Real estate listed companies for their investments in property, and assistance to the tax and legal aspects of their property and asset management agreements ; n Investment funds, for their set up, and their investments in property, and assistance to the tax and legal aspects of their property and asset management agreements ; n Borrowers and lenders for their financing and refinancing of property transactions ; n Individuals purchasing luxury residential properties ; n Property developers for structuring and implementing their operations ; n Industrial, services, retail, hotels or clinics groups in their implementation of sale and lease back transactions allowing them to obtain refinancing and in the same time to redefine their real estate strategy ; n Retail groups in the definition of their real estate strategy and their assistance in the field of commercial urban issues and commercial lease agreements. Reference works IEIF - Institut de l’Epargne Immobilière et Foncière IBA - International Bar Association - Real estate committee EACC - European American Chamber of Commerce RICS - Environment & Commercial leases Round Table Association Sorbonne Immo ICH - Institut de la Construction et de l’Habitation Jcbouchard@nmwavocats.com email@example.com firstname.lastname@example.org www.nmwavocats.com 112 avenue Kléber - 75116 Paris - T + 33 (0) 1 83 62 54 54 NMWavo ca t s Our Detailed Practice Area Our capabilities for the property sector span the entire real estate process. Advice on structuring property operations : n Creation of funds, tax and legal optimization for property investors (open or close investment funds for non-residents, SIIC regime, OPCI regime, SCPI, set up of management companies and obtention of their accreditation from the market authorities “AMF”, drafting of the various agreements to be entered into between parties in the investment process) ; n Investments structuring for residents and nonresidents (optimization of acquisition taxation – registration duties / VAT, 3% tax, withholding taxes on current income as well as liquidation proceeds, taxation of property investors on their investment / disinvestment, determination of the appropriate level of equity / financial indebtedness ratio) ; n Creation and implementation of optimized remuneration schemes for managers ; n Determination of the most appropriate choice between asset deal or share deal ; n Property and tax structuring for non-resident families investing in French real estate. Advice for acquisition of property and real estate portfolios : n Assistance and negotiation for the acquisition, draft of the deeds –support of the clients during all phases of the transactions ; n Due diligence for asset deal or share deal – analysis of each of root of title, mortgage and easement inscriptions, co-ownership situation, urban and construction issues, sanitary and environmental issues, classified installations, pollution of the site, leases on the property, asset and property management agreements on the property, tax of the previous acquisition, tax of the contemplated acquisition, tax issues on the current leases, as well as potential consequences of restructurings on the ownership of the property as well as on the lease situation including in case of anticipated termination of the current lease situation. Advice on financing and refinancing : n Draft and negotiation of financing and refinancing deeds ; n Determination of the appropriate type of guarantees to be taken or renewed ; n Control on the validity of the guarantees taken or renewed ; n Tax optimization on financing and refinancing (deduction of interest, withholding taxes, gross-up clause, tax warranties) ; n Draft and negotiation of financial leases (“credit bail immobilier”) ; n Tax optimization of the sale of financial lease agreements (part of the price subject to VAT or registration duties) ; n Coordination with notaries. Advice on construction and development : n Tax and legal structuring of construction and development (structuring of operation allowing investment of new investors during the process of development of the project, tax and legal structuring allowing the optimization of subsequent disinvestments from investors as well as refinancing) ; n Determination of the relevant legal agreement for construction of the property, appropriate to the specificities of the project ( “VEFA” or “CPI”) ; n Drafting and negotiation of the contracts of real estate development (“CPI”), as well as commercial leases on the future property ; n Urban regulations (analysis of the city regulations applicable, analysis of public easement and property, verification of pre-emptive rights, tax and zoning) ; n Set up of co-ownership agreements, as well as volumetric divisions, in coordination with the property surveyors ; n Commercial urban issues – assistance in order to obtain the relevant authorization for construction or for extension of existing commercial property, interface between the clients and public institutions ; n Environmental issues on construction projects. Advice and assistance on the current management of the property : n Drafting and negotiation of the lease agreements and their amendments and renewals ; n Environmental issues on lease agreements ; n Drafting and negotiation of the property management agreements and of the asset management agreements ; n Assistance and optimization of the tax issues of the management of the property, assistance in case of tax audits. Advice on the sale of property of portfolio, potentially through sale and lease back process : n Advice on the implementation of the sale process of properties (drafting of the model of offer to be submitted by the potential purchasers, as well as model of purchase acquisition agreement either relating to an asset deal or a share deal depending on the case) ; n Set up and management of data-room ; n Preparation of vendor’s due diligence ; n Assistance to the negotiation of the sale, n In the case of sale and lease back, assistance to the negotiation of the sale in all the aspects of the process (determination of the assets being externalized, tax constraints, issues raised by the partial reinvestment in the acquisition vehicle, shareholders agreement, first and last options on the assets in case of subsequent sale by the investor, dynamic management of the portfolio…).