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					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



                                     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…).