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Joel H. Rothstein is an international real estate and structured finance lawyer. He leads Greenberg Traurig’s real estate practice in Asia where he serves as Chair of the Asia Real Estate Practice. Based in Tokyo, he splits his time across the firm’s offices in Asia where he advises investment banks, financial institutions, private equity funds, sovereign wealth funds, real estate developers, and investors across all major Asia markets and across all key asset classes. He also leads the firm’s practice in advising Asia-based outbound cross-border investors in structuring, implementing, and managing equity and debt investments into the United States, Europe, Latin America, and the Middle East.

Whether Joel is advising a United States-based private equity fund in structuring a tokutei mokuteki kaisha (TMK) in Japan for a landmark Tokyo office building investment, a European-based insurance company in forming a Sino-foreign joint venture for a logistics facilities portfolio in China, a Singapore-based fund sponsor in creating an offshore fund targeting data center assets in the United States, or a Korea-based asset management company in extending a mezzanine loan secured by a portfolio of hotel and high end retail assets across Europe, clients rely upon the deep experience he brings to cross-border deals. Joel offers clients knowledge of optimal legal and tax structures for cross-border deals, the ability to navigate complex governmental reviews and approvals relating to foreign investment, an understanding of the complexity and timing of repatriating investment capital through multiple jurisdictions, and practical knowledge of local market practices and procedures required to get a deal done.

With more than 25 years of experience in Asia, Joel has structured, documented, and implemented a number of landmark transactions and investment programs in the region, including the first rating agency rated commercial mortgaged-backed securities transaction in Japan, the first non-performing loan securitization transactions completed in Japan and in South Korea, the first comingled USD/RMB real estate fund sponsored by a Chinese financial institution, and the first international style non-recourse real estate loans by financial institutions in both Japan and China. In the Asia outbound investment market into United States and Euopean real estate, he has advised in transactions valued in excess of 12 billion U.S. Dollars, ranging from acquisitions and dispositions, to financing, to strategic joint ventures, to fund investments, across all major asset classes and markets in the United States and Europe.

A New York native, in addition to practicing law, Joel is an urban designer whose work prior to becoming an attorney included numerous architecture and urban design projects around the world, from Cartagena, Colombia, South America to Hoboken, New Jersey.

Concentrations

  • Real estate venture formation and complex cross-border joint ventures
  • Fund vehicle formation and management
  • Real estate finance including senior, mezzanine and preferred equity structures
  • Asset securitization and secondary trading of loan assets
  • Non-performing loan (NPL) and hard asset portfolio acquisitions and dispositions
  • Property acquisitions and dispositions
  • Real estate equity and debt capital markets, including REITs
  • Asset and property management
  • Leasing, franchising, servicing, and operation agreements
  • Construction and development
  • Data center development, operations and finance
  • Hotel and resort finance, development, and management
  • Infrastructure projects and public-private partnerships

Capabilities

Experience

  • Acted as lead advisor to a broad spectrum of international players acquiring multifamily housing portfolios in Japan. Completed twelve portfolio transactions over just three-year period for international private equity funds, asset managers and family offices involving thousands of units in major markets across Japan. Advised on all aspects of transactions from optimal tax and legal structuring, to managing risks associated with forward purchase transactions, to negotiating purchase and sale agreements and all management and advisory services agreements, to negotiating all finance documents funding the portfolio transactions.
  • Acted as lead counsel to one of the APAC region’s largest listed property and infrastructure companies and its co-investment partner, a Singapore based sovereign wealth fund, in the structuring and implementing of an innovative platform to develop, manage, lease and sell large scale data centre facilities in Japan. Advised in all aspects of transaction from the joint venture platform down to asset levels matters including property acquisitions, construction and development, leasing and operations and finance. 
  • Advised consortium of Asia based investors led by a Korean asset management company in the cross-border acquisition and financing of the global data center of a leading international accounting firm located in the United States. Advised in all aspects of transaction from optimal tax and legal structing for joint venture and for cross border investment, to the creation of a US REIT holding company, to the negotiation and closing of the acquisition and financing. One of the largest single asset cross border data center investments in the United States by Asia-based investors.
  • Advised international resorts and casino operators in complex first in market transactions involving the planning, development and licensing of integrated resorts across multiple markets in Japan, featuring luxury hotels, gaming facilities, convention and exhibition facilities, shopping centres, dinning, entertainment and other leisure amenities. Guided clients through the regulatory review and approval process to be qualified as an integrated resort operator and the planning and development of some of the largest privately-owned real estate and infrastructure projects to be undertaken in Japan. Coordinated legal advice across multiple disciplines from construction and development, to land use and entitlements, to tax, to joint ventures, to structured finance, to leasing and franchising, to hotel, convention centre and retail property operations and management.
  • Lead advisor to the cornerstone investors - a consortium of four insurance companies- in a complex joint venture cross border club fund investment platform created with a Middle Eastern sovereign wealth fund and an international real estate fund targeting real estate projects across Japan. Advised on the fund structure and the negotiation of the key fund documents and all servicing and advisory agreements. Also assisted and advised in the club fund’s downstream acquisition of assets into the platform in Japan from due diligence, to purchase and sale transactions to financing.
  • Acted for international private equity fund in the launch of a new real estate fund targeting senior living and care facilities in Japan including the assisting in the acquisition of the initial seed assets of the fund. Assisted client in all aspects of structuring the newly formed fund’s investments from the Singapore fund vehicle down into Japan focusing on tax efficiency and risk management. Advised and assisted in in the acquisition of the initial seed assets of the fund and the development of the fund’s form documents for the purchase and sale agreements, long term lease of senior living and care facilities with operators, asset and property management.
  • Advised an international private equity fund in structuring, documenting, and implementing a joint venture platform focused on developing, operating, and managing senior care and living facilities in China. This deal represented one of the first Sino-U.S. joint ventures for this asset type in Mainland. Also advised client in the exit from the joint venture and the repatriation of sales proceeds.
  • Advised in the structuring and creation of a joint venture real estate fund management company between a Japan based fund manager and a real estate fund manager from Germany. The fund management company is innovative as it involves both inbound and outbound investment to and from Japan. It sources, manages and advises on cross border investments made by German based real estate funds into real estate funds, separate account and real estate ventures in Japan. At the same time the joint venture fund management company also advises on the raising and management of Japan based institutional capital invests into funds, separate account and real estate ventures in Europe.
  • Advised fortune 500 multinational company in the life sciences, bio-technology and medical equipment manufacturing industry on the implications of a parent company spinoff and restructure on the leases of its subsidiaries and related operations across the Asia Pacific Region. Led review and assessment of 109 leases for office facilities, manufacturing facilities and lab/research and development for facilities across thirteen countries/territories (Australia, Bangladesh, Mainland China, Hong Kong, India, Indonesia, Japan, South Korea, Malaysia, New Zealand, Malaysia, Singapore, Taiwan, and Thailand). Conducted negotiations with property owners and landlords across the region regarding revised lease terms and consents and assignments for leases in connection with corporate restructuring.
  • Advised investment fund in connection with the ground up development of a new five-star luxury hotel in Kyoto, Japan incorporating new construction and a landmarked historic building and Japanese garden. Advised in all aspects of transaction from land acquisition, construction contracts and entitlements, financing and all agreements relating to the management and operations of the hotel property upon completion. Also assisted client in conducting a beauty contest involving five major hotel luxury brands vying to be selected for the hotel management, operations and branding.
  • Advised syndicate of Japanese financial institutions in structuring, documenting and closing of a facility extended in Japan but secured by real estate located in California, United States of America, owned by a U.S. subsidiary of the Japan-based borrower. Counselled Japanese financial institutions on U.S. federal and state regulatory requirements and procedures for securing debt by U.S. real estate assets. In addition, conducted due diligence on U.S. assets and issues and drafted and negotiated all documents relating to the US collateral in the transaction.
  • Advised various U.S., European and Asian based real estate fund sponsors in the marketing and sale of real estate funds to Japanese, Chinese, Korean, Taiwanese, Indian, Malaysian and Singaporean institutional investors. Advised and assisted not only on local law regulatory requirements associated with foreign fund sponsors marketing investment products in various jurisdictions in Asia, but also advised and assisted on how to structure vehicles to channel and pool Asia-sourced capital into the funds, that take into consideration multi-jurisdiction tax efficiencies and the regulatory requirements associated with and investment practices of the Asian institutional investors and the offshore fund sponsors.
  • Advised numerous Asia based institutional investors in making cornerstone investments in international real estate funds formed and managed by foreign fund sponsors. In this capacity, among other things, conducted comprehensive due diligence on the funds, helped negotiate side letter agreements and changes to fund documents, as a well guide the client in understanding how and why fund practices, procedures, fees and promotes in places like the United States and Europe differ from the practices in Asia.
  • Assist and advise a consortium of Asia-based institutional investors in the restructuring of the terms of a joint venture with a U.S. joint venture partner involving the ownership and investment in a high profile mixed use office project in Chicago and the related workout and restructuring of over US $300 million in senior and mezzanine debt extended to the joint venture. 
  • Advised European real estate fund in the sale and disposition of a large mixed-use real estate project in Osaka, Japan consisting of a hotel, office building and retail facilities. Advised on the purchase and sale agreement, the redemption of bonds financing the project, and the liquidation of a special purpose vehicle and related affiliate companies structured to accommodate the efficient ownership of the asset by the European fund. The ownership structure and the requirements of the purchaser required a complex title transfer procedure which involved entrusting the property into a trust prior to the transfer. Advised on multiple aspects of the transaction including, among other things, issues under German Investment Law in cooperation with Greenberg Traurig’s Berlin office.
  • Advised international opportunity fund on the acquisition and restructuring of the debt on a portfolio of logistics and warehouse properties in Japan. Under the terms of the transaction the client concurrently acquired the subordinate debt, restructured the subordinate debt and acquired the senior debt.
  • Represented consortium of Chinese institutional investors including private equity arm of a financial institution, an asset management company, and a life insurance company in the workout and restructuring of the debt on a portfolio of seven hotel properties located in New York City, including, senior financing in the amount of U.S. $285,000,000 from a syndicate of international and domestic financial institutions, U.S. $50,000,000 of mezzanine financing, and U.S. $37,000,000 of preferred equity financing.
  • Advised US affiliate of Asia-based real estate developer in creating an investment platform in the United States to invest in and own multifamily housing projects. Assisted in devising cross-border investment structure to address tax and other issues and to create features which permit the investment vehicle to enter into joint ventures with U.S.-based co-investors on select projects. Also advised platform in the acquisition and financing of assets acquired under the investment platform.
  • Advised prominent Asia-based financial institution in a US $712,000,000 joint venture acquisition of the iconic 83-story, 2.8-million-square-foot Aon Center in Chicago. Assisted client in structuring and navigating a complex equity, debt, and title ownership structure (including multi-party and multi-managing member joint venture agreements), senior mortgage financing, two levels of mezzanine financing, and a tri-party tenant in common property ownership structure driven by tax planning considerations of co-investors.°
  • Advised a major China state-owned enterprise in structuring and implementing a complex multi-jurisdictional joint venture development project in cooperation with a Singapore-based private equity fund for the planning, construction, development, and operation of a large-scale industrial park project in Chennai, India. The transaction is particularly notable because it incorporates innovative land use restrictions and covenants on purchasers of individual lots in the industrial park similar to covenants, conditions, and restrictions used in other countries for the common benefit of all owners.°
  • Advised China policy bank regarding a U.S. $1 billion loan facility extended to Venezuela to finance housing, school, and infrastructure projects in Venezuela. The loan facility was particularly unique as it was structured to be repaid from the proceeds of oil contracts whereby China state-owned enterprises purchased oil from Venezuela.°
  • Advised Hong Kong and China-based real estate private equity fund sponsor regarding structuring and documenting an offshore U.S. dollar private equity fund targeting real estate investments in the United States. The fund also incorporated an innovative feeder fund structure involving the establishment of an RMB denominated feeder fund in the Shanghai Free Trade Zone, which aggregated high-net-worth wealth management product investors from Mainland China to invest in the offshore fund. This was the first such cross-border real estate PE fund in China. Elements of this innovative structure were subsequently adapted by other fund sponsors. All investments are made directly into a U.S. dollar-denominated Cayman master fund, which accepts investments from the feeder fund as well as direct dollar investments from offshore, China-based and other Asia-based investors. The pooled funds are then invested in U.S. real estate assets.°
  • Advised and assisted bankruptcy trustee regarding the sale and disposition of the Asia real estate assets of a bankrupt financial institution. Assets include loans, hard assets, and equity interest in real estate related ventures in Japan, China, Thailand, and the Philippines.°
  • Advised and assisted real estate private equity fund sponsor in restructuring a Japan real estate investment fund to replace the fund manager partner with new joint venture partner and negotiate loan modifications and consents with consortiums of lenders financing projects held by the fund.°
  • Advised major China-based technology and internet company regarding the master leasing and construction fit-out of an autonomous car research and development facility in Silicon Valley. Assisted in negotiating complex triple net lease for facility along with related contracts and agreements for the development and operations of the facility. In addition, devised innovative arrangements to accommodate lease guarantee arrangements which satisfied landlord requirements as well as limitations and issues associated with cross-border guarantees from China.°
  • Represented Asia-based institutional investor in the structuring, documenting, and closing of a complex US $500,000,000 joint venture to acquire, finance, and redevelop Chicago’s Old Post Office Building. The massive 2.5-million-square-foot structure, the largest post office building in the world when originally completed, is listed on the National Register of Historic Places. Lying dormant since 1995, the building’s historic features will be restored and the structure converted into a mixed-use office building, incorporating public amenities including a three-acre rooftop park, plaza, and riverwalk promenade.°
  • Advised China-based asset management company affiliate in the joint venture ground up development and construction of a high-profile mixed-use hotel and retail development project located in the port of San Diego, California. The project, with construction costs of approximately US $217,000,000, includes a 400-room Intercontinental Hotel, a shopping facility and a park and other public amenities. Led client in negotiating long-term ground lease for the project on land owned by the Port of San Diego that was the former location of the stadium of a minor league baseball team, in assessing development entitlements and regulatory reviews and approvals, in structuring and documenting the joint venture, and negotiating and closing a U.S. $103,000,000 construction loan facility.°
  • Represented one of China’s “big four” asset management companies regarding a US $209,600,000 joint venture acquisition, financing, and redevelopment and repositioning of a large planned residential community in New Jersey as well as in the acquisition a public sewer company that services the acquired project and surrounding communities. Assisted and advised in all aspects of the transaction, from concept to completion, including establishing holding companies for cross-border investment and structuring and negotiating purchase and sale documents, joint venture documents, and senior mortgage finance documents, and navigating regulatory approvals for the transfer of a public utility.°
  • Represented U.S. investor in the development of a bio-technology/ life sciences research park in China and the negotiation and establishment of an “innovation incubator” at the property in cooperation with a major Chinese university and the Chinese government designed to promote research and entrepreneurial companies focused on medical devices and the pharmaceutical industry.°
  • Advised borrower group regarding a U.S. $2.5 billion loan facility extended by a Chinese bank to finance the construction and development of a real estate and infrastructure project located in the Bahamas, consisting of hotels, residential properties, retail and entertainment properties and infrastructure.°
  • Represented private equity fund and a noted European healthcare company relating to negotiating and documenting the first fully foreign-owned private hospital in Shanghai, China. Advised on, among other things, the terms and conditions of a build-to-suit construction contract, long-term lease and foreign investment enterprise organizational documents, and regulatory approvals.°
  • Assisted a Singapore business trust which owned a portfolio of real estate assets in restructuring its debt including convertible bonds as well as loan facilities extended to subsidiary companies by a variety of financial institutions based in Hong Kong, Singapore, China, and the United States.°

°The above representations were handled by Mr. Rothstein prior to his joining Greenberg Traurig, LLP.

Recognition & Leadership

  • Listed, The Best Lawyers in Japan, Real Estate Law, 2024
  • Listed, The Best Lawyers in America, Real Estate Law, 2020-2024 
  • Listed, Chambers Global Guide, “China – Banking Finance”
  • Listed, Chambers Asia-Pacific Guide, “China – Real Estate”
  • Listed, The Legal 500 Asia Pacific,
    • “Japan – Real Estate and Construction”
      • “Hall of Fame,” 2024
    • “China – Banking & Finance”
    • “China – Real Estate”
  • Team Member, a Law360 “Hospitality Practice Group of the Year,” 2021
  • Member, Urban Land Institute (ULI)
  • Former Board Member, ULI Japan Council
  • Member, Asia Pacific Real Estate Association
  • Member, Commercial Real Estate Finance Council
  • Member, Asia Pacific Loan Market Association
  • Member, Asia Association for Investors in Non-Listed Real Estate Vehicles (ANREV)

Credentials

Education
  • J.D., New York University School of Law
    • Editor, New York University Review of Law and Social Change
  • M.S., Columbia University Graduate School of Architecture, Planning and Preservation
  • B.A., magna cum laude, University of California, Los Angeles
    • Phi Beta Kappa
Admissions
  • New York
  • California
  • District of Columbia
  • Japan, Gaikokuho Jimu Bengoshi
  • Hong Kong Registered Foreign Lawyer (California)
Admitted in New York, California, the District of Columbia, and as a Hong Kong Registered Foreign Lawyer (California). Has not taken the Chinese national PRC judicial qualification examination.