Real estate

The Real Estate team operating within our international law firm has many years of vast experience in supporting domestic and international real estate transactions. Our knowledge has been gained during our work for local and foreign investment funds, banks, financial institutions, property companies, construction companies, logistic and office park operators, shopping mall owners, network lessees as well government and local government administrations.

In response to our Clients’ expectations and needs, Deloitte Legal offers comprehensive legal services related to real estate transactions, including:

Pre-transaction stage:

  • Negotiations and establishing the wording of Termsheets, Letters of Intent and Heads of Terms related to direct or indirect acquisitions of various types of real estate – share acquisitions or acquisitions linked with tenancy and lease contracts.

Due diligence advisory:

    • Due diligence review in respect of undeveloped or developed real estate (with shopping centers, office buildings, logistic parks built on it),
    • Review of acquisition titles to real estate or documentation of the real estate lease,
    • Review of the rights of third persons, e.g. existing and potential encumbrances, pre-emptive rights, etc.,
    • Legal issues regarding access to and the connection of infrastructure to real estate,
    • Review of zoning and construction documentation,
    • Review of the documentation proving compliance with environmental issues,
    • Legal due diligence as part of the real estate purchase or for sale purposes  (vendor’s due diligence) aimed at identifying potential risks associated with the sales process as well as the matters that will require special attention during negotiations with the buyer,
    • Identification of the legal risks attendant upon the deal as well as other legal issues that may prove significant, recommendations on how to mitigate the risks detected during the analysis,
    • Comprehensive due diligence services to banks that finance real property acquisitions or construction works.

Transaction structuring:

    • Based on the information derived from our due diligence review and taking into account the expectations of the Client, we then develop a transaction schedule and structure,
    • If transaction financing depends on the structure and due diligence results, we also support our Client as regards securing funds for the transaction, especially by participating in negotiations with financial institutions.

Real estate sale & acquisition:

    • Advice in respect of both single real estate and portfolios of real estate projects acquisitions by entering into preliminary contracts, conditional contracts, contracts that transfer the legal right to real estate or shares in companies that are owners or perpetual usufructors of real estate,
    • Special regimes relating to sales and acquisitions (option-rights arrangements, joint-venture, leaseback, real estate leasing, etc.),
    • Representation of the Client in negotiations with financial institutions and funds engaged in real property leasing,
    • If real property is sold through a tender, representation of the Client in public procurement procedures organized by government and local government authorities or organization units.

Commercialization of shopping centers, logistics and office space:

    • Preparation and participation in negotiations of lease contracts both on the side of lessors and lessees of space in shopping centers, office buildings and logistics parks;
    • Verification of lease contracts from the perspective of the requirements set by banks and financial institutions,
    • Full-scope legal services related to relocations (cancelation of current lease, negotiations of new lease arrangements, etc.).

Planning and construction-related procedures and permits:

    • Representation of Clients during administrative procedures linked with determining the study and local plans for real estate, obtaining decisions on conditions of development, building permits and other decisions necessary in the investment process,
    • Legal support in the preparation of the environmental documentation (EIA, SEIA, etc.),
    • Legal support in the area of protection of cultural (historical) heritage,

Contracts:

    • Negotiations and drafting contracts for architectural services with a special focus on the copyrights issues, terms of payment and liability for defects,
    • General contractor agreements: Negotiations of agreements with both Polish and international contractors based on FIDIC standards and other contractual models,
    • Preparation of contracts for managing commercial real estate portfolios (shopping centers, office and logistics parks).

Project Financing:

    • State and other subsidies,
    • Public-private partnerships,
    • Bank financing (loan contracts, real estate pledge contracts, contracts for the pledge of shares or business shares, contracts for the pledge of receivables, etc.),
    • Creation of structures facilitating tax optimization.

Tenders for Suppliers:

    • Tenders for suppliers (general contractor, engineering and architectural services)
    • Preparation of supplier documentation (contracts for work, guarantees, payments, ownership of the building, damage done to the building, breach of obligations, damages)

Litigation:

  • Comprehensive advisory services in the area of disputes related to acquisition, sale, construction and use of real estate, before common courts and before domestic and international arbitration courts.

Full-scope Developer Support (specialized):

Based on our previous experience, we are able to provide developers with a complete range of legal services relevant to their individual projects, starting from SPV structure planning to the final sale/lease and property management structures.