Navigating Commercial Real Estate Transactions: Tips from an Expert Lawyer

Andrew Kirsh (00:00)

We’re at an interesting point. mean, really we’ve been in a real estate slowdown recession ⁓ since the summer of 22. So depending on when this airs, I mean, we’re really approaching four years of things being challenging. That is quite a long period of time. I would say that dates back the last time we had this extensive of a slowdown was the Great Recession from

you know, end of 07 through 2010 or 11. My advice is to be patient.

Michelle Kesil (02:12)

Hey, everybody. Welcome to the Real Estate Pros podcast. I’m your host, Michelle Kesil, and today I’m joined by someone I’m looking forward to chatting with, Andrew Kirsh, who has a law firm focusing on commercial real estate transactions throughout the country. So excited to have you here today, Andrew.

Andrew Kirsh (02:33)

Michelle, thanks for having me on. It’s my pleasure.

Michelle Kesil (02:37)

Of course, let’s dive in. First off, for those not yet familiar with you and your work, can you share what your main focus is?

Andrew Kirsh (02:46)

So, Sklar Kirsh, we’re about 40 attorneys. based in LA, but it’s a national practice. I run the commercial real estate group. We also do corporate M &A. We have litigation. Within my commercial real estate group, it’s a national practice where we handle the buying and selling, financing and equity raising across all types of asset classes from multifamily to retail shopping centers to industrial, hospitality, office. If it touches commercial real estate,

We do it.

Michelle Kesil (03:19)

Awesome. And so you work with anyone nationwide.

Andrew Kirsh (03:25)

Yeah, pretty much. ⁓ If a real estate transaction that is around the country, ⁓ we can handle it. So there’s a couple of aspects where we will co-counsel with local council. Anytime you have some sort of ground up development deal, we’re going to want a land use specialist that’s super local. And then for legal opinions for a lender, if they are requiring it, then we get local council. But other than that,

We’re able to handle pretty much any transaction throughout the country. At the end of each year, we publish a map where we had transacted the year prior or that year. And in 2025, we transacted across $6.5 billion of transactional volume, 180 transactions. And I believe we were in 16 states where our deals were located.

Michelle Kesil (04:25)

Awesome. And what does your service typically look like when you’re handling and working with investors?

Andrew Kirsh (04:35)

Well, ⁓ we can handle as early as when they’re at the term sheet stage or stage of negotiating a purchase and sale agreement all the way through closing. So we help negotiate that the purchase and sale we help with the review of diligence title survey, underlining leases contracts.

things of that nature. We assist with the financing and negotiating the documentation with the lender and any type of equity structure, whether it’s a joint venture model,

a syndication, fund formation, we do it all. And in addition, we will also help fundraise for clients more on the joint venture structure as opposed to syndications. But we do make strategic introductions ⁓ within our client base for capital.

Michelle Kesil (06:17)

And are all of your clients investors or is it like different occupations within the commercial real estate world?

Andrew Kirsh (06:29)

Yeah, so they’re sophisticated. Most of them are sophisticated, you know, professional real estate owner operators or investors. So some are what we call operators or sponsors or developers. And then the other half are family offices or private equity companies or high net worth individuals that provide capital to those operators, sponsors who are buying the deal and executing on the business plan.

⁓ on a day-to-day level.

Michelle Kesil (07:04)

Awesome. And so is it typically like you work with people one time or are you offering like a service that’s consistent throughout their real estate journey?

Andrew Kirsh (07:17)

Yeah, no, we, if it’s just one time, then that’s not a successful relationship and not a good ROI on ⁓ our business development dollars or time. It will have clients that will go to us repeatedly. So our average client probably has, I would say four to six, maybe even up to 10 transactions a year. And we typically do all their transactions.

So whether they’re buying or selling or financing or partnering with investors, it’s the whole life cycle of a real estate transaction. And even after they’re closing, if there are issues that pop up post-closing, we are there with them ⁓ throughout their journey. And in addition to just individual transactions, we help them on

their business, so maybe with their own partners and their office lease and how to structure ⁓ providing equity to their employees. So the corporate side of real estate, ⁓ it’s a holistic relationship beyond lawyering. We wanna be their business advisors, their counselors and lawyers.

Michelle Kesil (08:41)

Yeah, absolutely. And so what is some advice you would give to a real estate investor?

Andrew Kirsh (08:49)

I mean, that’s such a broad question. Can we narrow it a little bit?

Michelle Kesil (08:54)

Sure.

Like what are common mistakes that your clients typically make that you have to give them advice and counsel them through?

Andrew Kirsh (09:06)

Sure. Look, there’s so many ways we could answer this question. ⁓ So first, picking investors, some people don’t have the luxury of being picky and they just need capital. ⁓ But when you have investors, they are becoming your partners. And so the ideal relationship is we’ll work on

⁓ syndication documents or joint venture documents for a while and you put them in a drawer, you lock that drawer and you hope to never open up that drawer because if anything goes wrong or is challenging, the investor and the operator developer will pick up the phone, they’ll meet, they’ll work out whatever issues are going on with the real estate.

Once I have to unlock that drawer and see what rights and remedies certain investors have or operators have because they’re not getting along, it’s really hard to salvage that relationship. So although it’s critical to have proper legal documentation and you want to be protected and you want the documentation to be in your favor, I tell all clients, it’s really your personal relationship with your investors.

that will get you through to the other side and to have a successful relationship.

Michelle Kesil (11:18)

Yeah, absolutely. And are you also advising them in terms of what deals are the best and like helping them with the underwriting process?

Andrew Kirsh (11:32)

So we’re not ⁓ real estate professionals in that we are sourcing deals, evaluating the business ⁓ potential of a particular real estate deal or cap rates ⁓ or IRRs, et cetera. Those, they should be ⁓ savvy enough. The broker should be assisting them. However,

given my 26 years of experience, given that I also invest in real estate, I invest with clients, I own my own real estate. Yes, I’m able more than most attorneys, not only able to talk about the legal side of a transaction, but able to talk about the business side. But I’m not gonna say what the cops are for a particular transaction as to whether they’re overpaying or underpaying for a deal, but I will definitely give them my…

26 years of experience from the business side as well.

Michelle Kesil (12:33)

Yeah, amazing. And so how do you kind of see the market right now? Is there anything that people should keep an eye out or common things that you’re noticing?

Andrew Kirsh (12:49)

We’re at an interesting point. mean, really we’ve been in a real estate slowdown recession ⁓ since the summer of 22. So depending on when this airs, I mean, we’re really approaching four years of things being challenging. That is quite a long period of time. I would say that dates back the last time we had this extensive of a slowdown was the Great Recession from

you know, end of 07 through 2010 or 11. My advice is to be patient.

You have been patient over the last several years. It’s interesting because although there’s not a lot of transactions, there’s not a lot of fire sales either. There’s not a lot of great bargains like you saw in the Great Recession of the late

you know, part of the first decade of the 2000s. I think the biggest question, at least on the multifamily side, is do I transact in blue states where there is political instability, where landlords are under attack by local governments, versus transacting in more quote unquote red states where there is an oversupply?

⁓ issue going on in Phoenix and Vegas and Dallas and San Antonio and Nashville and Orlando, Atlanta, where you can just build and build and build. You can’t do that in LA and San Francisco and Seattle and New York and some of DC. And so it’s this where do I transact? Where do I put my money? Am I better off? In a coastal market that supply constrained.

but know that rent control laws could change quickly or do I transact in a ⁓ more business friendly state, but know that the, to construct and develop is so easy that there could be way over supply and now rents are severely depressed.

Michelle Kesil (15:53)

Yeah, definitely it’s a challenge to navigate those kind of upheavals that are happening right now.

And so how is the legal side of things ⁓ changed throughout like every kind of market?

Andrew Kirsh (16:20)

⁓ Well, I would say that, look, there’s a set of legal issues that are fluid based on what is market. So the types of things that we focus on are, know, reps and warranties and indemnities and…

default remedies and what happens if in a joint venture structure, one party is not behaving the way that they were supposed to be behaving or they are blowing covenants and what are the remedies that another that the other party that the investor has, can they remove that day-to-day manager operator? Rights of first refusal, I can go on and on and on. And we…

Depending on where we are in the cycle, buyers have leverage, sellers have leverage, capital has leverage or users of capital have leverage. And depending on where we are, it’s not necessarily a legal issue, it’s how far as lawyers we can press the envelope based on who needs this deal more. If there’s a plethora of capital, tons of capital chasing deals,

then as developer, a user of capital or an operator, I know that I can get a better deal. But when capital is scarce, then the capital providers have the leverage.

Michelle Kesil (17:56)

Yeah, definitely. And so when someone works with you, what are kind of the ways that you help them through the different stages of their real estate journey?

Andrew Kirsh (18:11)

Yeah, so we can work with someone as early as the term sheet stage. So some clients will bring us on at that point, especially if it’s a long form term sheet. Usually in a purchase and sale agreement, a term sheet or an LOI is maybe three pages, probably no need to have us. But if you’re preparing or negotiating a term sheet with a particular lender and it’s a 15, 20 page,

term sheet with a lot of legal ease and legal provisions in that term sheet, you’re gonna wanna use us. So like I said before, it’s the full life cycle of a real estate transaction from the acquisition to the financing to the equity raising. And if it’s a non multifamily deal, a commercial deal of retail industrial office, we’ll handle your leasing as well. And then if there are disputes, ⁓ we handle litigation.

⁓ In addition, so whether it’s ⁓ a breach of the contract ⁓ or ⁓ partnership dispute or a commercial ⁓ eviction, we do handle real estate and corporate litigation.

Michelle Kesil (19:25)

Awesome. And what are you most focused on solving or scaling to next?

Andrew Kirsh (19:34)

⁓ Well, we, as I was talking about the market, ⁓ where we sit, most of our lawyers are former, what I call big law firm refugees. So I came from Latham and Watkins, my partners come from similar size firms, Gibson, Dunn, Skadden Arps, Mill Bank, I can go on and on. And those law firms, the hourly rates are continuously

Increasing significantly where many clients that use their services are getting priced out of the market And so we’re able to grow market share as the large firms continue to increase ⁓ Their billing rates, know, we’re certainly more expensive than that solo practitioner or really boutique firm We’re in that middle market. And so Where we get clients, it’s really twofold clients who utilize those large firms, but they’re not looked

They don’t really want, they want a much more cost effective, more entrepreneurial ⁓ attorney. Or we also get clients because they’ve graduated from that solo practitioner. They need more horsepower than a small firm. They want a firm that has a bench that if someone is traveling or gets sick, that the transaction just doesn’t go on pause because the attorney is not available. We have a deep enough bench where we can continue the transaction.

and with our network of capital where our clients can leverage those relationships as well.

Michelle Kesil (21:14)

Yeah, absolutely. And you mentioned that you’re in real estate yourself. ⁓ How does that tie into your process?

Andrew Kirsh (21:27)

It just helps clients know that their attorney is an active real estate investor ⁓ that I follow the market. I’m not just a lawyer. I’m a lawyer that understands the business of real estate. I know all the terms that business, real estate business professionals use, utilize. So I own some of my own buildings and I invest significantly with my clients.

Michelle Kesil (21:55)

Yeah, amazing. And what do you see as opportunities for your clients for this coming year?

Andrew Kirsh (22:05)

Yeah, so I do think we’re really at the beginning stages of the real estate recovery. Now granted, geopolitically, there’s a lot ⁓ going on from ⁓ wars to interest rates to politics. There’s always something that can have an impact on capital markets, the flow of capital, the cost of debt, the cost of equity.

Assuming it remains stable, then there will be more transactions in the near future. ⁓ And depending on what asset class you are interested in, I can give a case why this is the right time to buy. Even in office, which has had significant struggles coming out of COVID, a lot of my clients are buying office today because they have never seen such low prices.

In office in 30 years in multi family, ⁓ we’ve seen a rise in cap rates ⁓ over the last couple of years where this is a great time to buy. ⁓ Multi family in retail there’s now more demand in grocery centered anchor ⁓ retail than ever before. We thought COVID would be the death of retail and it really has ⁓ increased demand for retail because.

coming out of COVID, people wanna socialize together. And yes, we’d still buy things online and on our phones, but people wanna go to a shopping center experience ⁓ if it is a high quality retail experience. So I could go on and on. There are many different asset classes where today is a great buying opportunity.

Michelle Kesil (23:57)

Yeah, definitely. Thank you for sharing that perspective. And before we begin to wrap up here, if someone wants to reach out, connect, learn more, where can people find you?

Andrew Kirsh (24:09)

Yeah, sure. So easiest is email. Well, first, my law firm is Sklar Kirsh and my email is Akirsh. That’s K-I-R-S-H at SklarKirsh.com. ⁓ I also have my own podcast. My podcast is called The Kirsh Connection. It was formerly called Real Talk with Andrew Kirsh. We’ve done about close to 100 ⁓ episodes where

We, ⁓ on a weekly basis, speak with real estate executives, owners, operators, capital providers, ⁓ as to what they’re seeing in today’s market.

Michelle Kesil (24:53)

We’ll appreciate your time and your story. Thank you for being here.

Andrew Kirsh (24:58)

Michelle, truly appreciate being on your show and thanks for having me on.

Michelle Kesil (25:04)

And for those tuning in, if you got value, make sure you’ve subscribed. We’ve got more conversations with operators like Andrew who are building real businesses and we’ll see you on our next episode.