Practice Areas

General Real Estate Practice 

Our real estate practice offers our clients experiences representation in a wide range of transactional, developmental, land use, and compliance matters. Our attorneys take a personalized approach to working with clients; we will walk the land with clients, engineers and other project team members; negotiate with buyers, sellers, investors, lenders, and other project partners; appear before federal state, and local approval and entitlement authorities, courts and other administrative bodies; and, when needed, secure and work with coordinate local counsel on complex or portfolio transactions.

Our attorneys' legal acumen and creativity not only enables us to work efficiently and effectively with clients to recognize, assess, and quickly respond to real estate challenges and opportunities, but also to close transactions quickly and economically.   

To this end, our firm advises clients on a broad range of real estate matters, including:

  • Pre-transaction Due Diligence and Constraints Review;
  • Contract Drafting and Negotiation;
  • Entity Formation and Negotiation to Joint Venture Agreements;
  • Acquisition, Construction and Permanent Financing, Refinancing, and Restructuring 
  • Handle Multistate Acquisitions, Dispositions, and Financing;
  • Zoning and Land Use Entitlements;
  • Rezonings;
  • National Environmental Policy Act (NEPA) Review;
  • Native American / Tribal Review under HUD Requirements;
  • Massachusetts Environmental Policy Act (MEPA) Review;
  • Massachusetts Wetland Protection Act Chapter 91 Permitting;
  • Office, Industrial, Retail, and Restaurant Leasing;
  • Ground Leasing for Commercial and Residential Projects;
  • Lease Disputes;
  • ADA Matters and Architectural Access Board Review; 
  • Building Code Compliance and Enforcement;
  • Condominium Formation and Governance;
  • Easements, Licenses, and Property Restrictions;
  • Brownfields Redevelopment;
  • Transit-Oriented Development;
  • Zoning, Land Use and Wetlands Appeals; and
  • Environmental Claims and Remediation.

Land Use Development, Zoning and Permitting

Real estate developers, owners and investors engage Smolak & Vaughan as counsel in numerous high-profile real estate projects throughout New England.

We represent developers, owners and others on real estate projects in over 100 Massachusetts cities and town, as well as several New Hampshire cities and towns. This expertise, combined with our knowledge of our clients' industries and the regulatory environment engender our clients to rely on Smolak & Vaughan for strategic advice and counsel across a range of development projects, from multifamily residential projects involving historic and low income tax credits, to complex mixed use developments, to portfolio acquisitions and dispositions. 

Our attorneys represent and defend our clients in appeals, before administrative agencies or the courts in addition assisting with the permitting process, to secure permits or to defend any permit challenges raised by the issuing authorities or third parties. 

Smolak & Vaughan represents developers and others in all aspects of real estate development, including:

  • Project planning and feasibility, including due diligence review of zoning, land use and other permitting issues relating to developmental projects;
  • Facilitating infrastructure improvements and permitting, including obtaining federal, state and local approvals for permits;
  • Obtaining approvals under zoning ordinances or by-laws, as well as subdivision rules and regulations;
  • Representing clients before federal, state and local permitting boards, authorities and commissions;
  • Resolving developmental issues arising out of the application of federal, state and local historic preservation statutes and regulations;
  • Settling building code issues;
  • Providing land use and environmental opinions required by private or public lenders.

Representative Transactions 

Real Estate Capital Markets, Investments and Joint Ventures

 Capital Markets, Investments and Joint Venture practice involves the representation of regional and national owners, developers, borrowers and lenders focused on real estate finance and transactions for both portfolio and individual properties , investment funds, joint ventures, mortgage and mezzanine financing, syndicated loans, recapitalization and loan restructuring of distressed debt and non-traditional debt-equity structures.

Our practice includes:

  • Advising real estate real estate investment managers raising and deploying capital in the real estate investment management business; &
  • Working with hedge fund managers targeting their funds to include real estate as an investment focus involving asset classes such as office, retail,              multifamily and industrial; with debt and equity investing.

The firm advises sophisticated investors, developers and business owners in real estate related transactions regarding their joint venture activity in structuring a wide variety of real estate transactions across multiple asset classes including:

  • Single property and portfolio acquisitions;
  • Complex debt transactions;
  • Debt acquisitions;
  • Equity joint ventures and workouts; &
  • Other real estate related ventures.

Firm attorneys regularly structure joint venture agreements and guide investments with clients in connection with:

  • Capital markets;
  • Mixed use developments; 
  • Multifamily;
  • Nonprofits;
  • Retail; & 
  • Other real estate ventures.  

We also advise investors and managers in connection with:

  • Fund formation;
  • Entity formation; &
  • Management involving the structuring of entities such as limited liability companies and partnerships investing in domestic assets.

Our attorneys advice and preparation includes drafting limited liability partnership agreements, limited liability company agreements, other fund organizational documents and other necessary organizational material.

Representative Transactions 

    Leasing

We have experience in all types of commercial lease transactions for properties of all sizes and uses, for short and long terms, including long-term ground leases. We represent clients in all types of occupancy leases including:

  • Office;
  • Retail;
  • Restaurant;
  • Industrial/warehouse leases; & 
  • Ground leases.

Each lease transaction presents different issues and challenges; our experiences legal team has skill set to guide our clients through the entire process from letter of intent through occupancy. 

Our leasing services include:

  • Review of term sheets and letters of intent;
  • Build to suit leases;
  • Lease Amendments and Extensions; 
  • Subleasing;
  • Review of subordination and estoppel agreements;
  • Lease abstracting for commercial due diligence;
  • Termination letters and agreements; &
  • Eviction proceedings and related litigation. 

Environmental Compliance and Enforcement 

Our firm has wide-ranging experience in environmental matters, from pre-construction review through developmental permitting, and we are particularly adept at anticipating and dealing with the types of environmental issues that arise in connection with complex projects.

Our attorneys are experienced in all aspects of environmental law, including:

  • Facility permitting;
  • Brownfields redevelopment; 
  • Incentive programs and financing; 
  • Hazardous waste clean-up;
  • Enforcement defense;
  • Crisis management; &
  • Governmental relations at the Federal, State and Local levels.

The firm distinguishes its practice by focusing on broader client objectives, including avoidance of future problems by risk management, employing workable environmental practices and procedures and increasing public awareness of community benefits from the client's business and activities.

These services are as follows:

  • Environmental permitting;
  • Administrative and Judicial appeals;
  • Brownfields redevelopment;
  • Hazardous Materials Clean-up;
  • Environmental Compliance Counseling;
  • Corporate due diligence;
  • Environmental auditing; &
  • Administrative enforcement and Penalty actions.

Representative Transactions 

Affordable & Multifamily Housing

Smolak & Vaughan LLP has extensive experience in the practice of all aspects of multifamily and affordable housing, from initial permitting assessments to the final regulatory documentation.  We represent owners and lenders structure and finance such projects and we have significant experience representing developers before local zoning boards of appeal in in connection with the Massachusetts comprehensive permit process under Chapter 40B, and regulations promulgated by the Massachusetts Department of Housing and Community Development.

The team of professionals at Smolak & Vaughan provides comprehensive representation on all facets of affordable housing production, as the development of such projects requires an array of land use, environmental compliance, financing, and regulatory compliance. 

Representative Transactions 

Small Business Advising 

The attorneys at our firm serve as general counsel to various small and mid-sized businesses, routinely advising clients with regard to general legal issues arising in connection with the operation of their businesses and assisting with matters of corporate governance and formalities.  The firm regularly assists clients with matters such as entity selection and business formation for start-up organizations and for the creation of project specific investment vehicles. 

Smolak & Vaughan has experience with the acquisition and sale of businesses and corporate assets, and familiarity with all areas of business law including:

  • General Contracting;
  • Licensing Agreements;
  • Shareholder Agreements;
  • Employment Contracts; & 
  • Non-competition Agreements

Representative Transactions 

Civil Litigation and Administrative Appeals

The firm's litigation practice is recognized as a leader in real estate and land use-related litigation.  Smolak & Vaughan LLP represents clients in a broad array of disputes including:

  • Active Litigation; 
  • Appeals;
  • Arbitration;  
  • Mediation;
  • Liability Resolution;
  • Avoidance; &
  • Minimization.

Ultimately, we recognize that litigation is really business by other means.  We work closely with our clients to tailor the dispute resolution or avoidance strategy to best fit within a client's business strategy and do our best to achieve our client's business goals. 

The firm has a particular specialty in zoning and permitting litigation, with an established record of success.  We regularly represent:

  • Landlords & Tenants in lease disputes;
  • Seller & Buyers in transactional disputes; 
  • Owners & Brokers in commission disputes;
  • Owners & Builders in construction disputes;
  • Owners & Possessors in adverse possession claims; 
  • Operators & Users in premises liability claims; &
  • Developers & Condominium Associations in condominium disputes.

The attorneys at Smolak & Vaughan LLP are effective advocates in disputes concerning commercial leasing and agreements for the purchase and sale of real estate and have also represented commercial and residential landlords, financial institutions, and tenants in eviction proceedings and related disputes concerning breaches of lease and contract claims.

Finally, we appear for property owners and other interested parties in administrative and judicial proceedings involving wetlands protection, historic preservation and access for the disabled. 

Representative Transactions 

Commercial Real Estate and Corporate Finance 

We have extensive experience in representing both institutional and private lenders and borrowers throughout New England in a broad range of loan, financing, and investment transactions, including real estate, asset-based, commercial/industrial and special industry loans (such as affordable housing lending) and structured and project finance transactions, including:

  • Asset-based and Commercial/Industrial Lending; 
  • Real Estate;
  • Private Debt/Equity Transactions; &
  • Problem Loans, Workouts, and Loan Modifications.

Real Estate Acquisitions and Dispositions

Our clients know that Smolak & Vaughan can effectively manage large and complex real estate deals.  We have years of hands-on experience and one of the more respected real estate practices in New England; a reputation earned from years of efficacious deal completion,  on often demanding deadlines. 

We understand the range of business interests and legal issues that come with acquiring, owning, and operating different types and categories of real estate assets.  Clients often look to us to partner with them and their team, as they know we will understand the business challenges of the transaction, combining our legal knowledge with practical business insights designed to make the deal happen.  

This perspective applies to everything that we do, whether it is assembling parcels for large-scale retail and mixed-use developments, buying or selling portfolios of properties, or acquiring land for the construction of retail or mixed-use facilities.  Smolak & Vaughan attorneys have worked on the full range of real estate related issues from the corporate perspective which include:

  • Purchase or sale of a portfolio of real estate holdings;
  • Structuring, reviewing, and negotiating joint venture, equity, and financing arrangements; 
  • Permitting, environmental, and land use analyses; &
  • Dispositions of single properties or portfolios through direct sales or sale-leasebacks.

Our attorneys are comfortable taking the lead on the deal or working as a member of our client's team; whatever our role, we won't let the deal stall. 

Trusts & Estates 

Smolak & Vaughan has extensive experience in the areas of estate planning and taxation and probate and trust administration.  In addition to providing individualized estate and tax planning solutions to clients with significant wealth, we can prepare efficient and cost-effective estate plans for those with modest, non-taxable estates. 

We counsel entrepreneurs and small business owners on issues related to entity choice and structuring in order to integrate their estate planning with their business succession planning. 

We have structured and implemented life insurance trusts to provide liquidity to estates while avoiding adverse estate tax results.

We assist clients who are moving out of Massachusetts on change of domicile tax issues and compliance with Massachusetts Department of Revenue requirements to establish non-resident status. 

We assist clients, both fiduciaries and beneficiaries, to navigate the probate courts in order to obtain fiduciary appointments, have wills admitted, and to ensure proper administration and distribution of estate assets. 

 

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Contact Us

Address:

  Smolak & Vaughan LLP
East Mill
21 High Street, Suite 301
North Andover, Massachusetts 01845

Phone:

  978.327.5220
978.327.5219 (fax)

Email:

  bvaughan@smolakvaughan.com

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