Practice Strengths

Our Hospitality Industry team works with companies focused on creating innovative leisure experiences for their guests. During the past three decades, we have assisted clients who were on the cutting edge of resort development, management, operations and financing. As the hospitality marketplace has become more sophisticated, we have provided advice and counsel on fractional ownership programs, mixed-use condominiums, country clubs and condominium-hotels. Here is just a sampling of our experience in key market segments:

Hotels
We represent a number of major hotel owners, management companies and franchisors in their acquisition, development, managing and branding of hotel properties, and the drafting and negotiation of related purchase and sale, management, franchising, financing and joint venture agreements. We have considerable experience in hotel acquisition and financing transactions, particularly those involving mixed-use resort properties both in the United States and internationally. In our representation of buyers and sellers of hotels, we are well-versed in the complex financing of major hotels and resorts and the issues unique to hotel properties.

Timeshare and Fractional Resorts
We have assisted clients in the development of a wide variety of timeshare and fractional ownership products—from fixed-week, single-site projects to point-based, multi-site vacation clubs. Our experience includes state registration of timeshare and fractional programs, advising clients on sales and marketing issues, consumer financing and resort management and negotiation of relationships with exchange companies. We have also participated in the drafting and adoption of every Florida statutory amendment and administrative rule affecting the timeshare industry since 1983. We have been active in major legislative efforts related to the timeshare industry in Arizona, the Bahamas, California, Colorado, Illinois, Maryland, Nevada, New York, Puerto Rico, South Carolina and Texas—including our service as lead drafter of the new California timeshare law. Our experience has aided us in developing relationships with regulators in jurisdictions throughout the nation and internationally.

Communities
Our team assists developers in creating community associations and structures that address the specific needs and goals of their particular projects. We work with the development team to determine the best mechanism for handling:

We counsel the developer on marketing, developmental decisions and use issues that ultimately are woven into the project's documents. Once these decisions are made, we prepare the project's governing documents, which typically include a declaration of covenants, conditions and restrictions, as well as the articles of incorporation and bylaws for the community association. Our experience in the various phases of development, contemplating Community Development Districts, governance issues and the unique issues that are present in large mixed-use communities provides developer clients with innovative and cutting-edge advice to advance their objectives.

Personal Property Timeshare
When a client's project includes cruise ships, yachts, boats, recreational vehicles, automobiles or planes, we call upon our broad array of experience advising developers on creation of ownership and use regimes for such personal property. In addition, that experience is bolstered by our team's heavy participation in related legislative matters. A member of our team chaired American Resort Development Association's (ARDA) Personal Property Timeshare Task Force and led the drafting of the model regulations for personal property timeshare. In addition, we were hired to draft the amendments to Florida's Timeshare Act to permit personal property timesharing. Our knowledge and expertise with the various approaches to developing a personal property timeshare plan -- or to including a personal property component in a timeshare regime -- can help clients avoid the common pitfalls and errors that are possible in this burgeoning new market.

Condominium-Hotels
Condominium-hotels—whether newly constructed or converted from an existing hotel—are complex projects that require careful planning. Our experience ranges from projects designed as “second homes” where owners participate in a rental program, to development of properties where ownership is structured like a condominium but the appearance, amenities and operation are identical to a single-owner hotel. We have worked with developers on strategies to maximize owner participation in a rental program without having the project classified as a security for state and federal securities law purposes. We also provide in-depth training for the real estate sales force and management team to help the developer abide by securities and condominium laws. Our attorneys have strong experience advising clients on complex zoning and land use issues that can affect conversion of existing hotel properties to condominium-hotels.

The firm has considerable knowledge and experience in representing golf and country club owners in their acquisition, disposition, development and management of golf and country clubs. Our attorneys prepare and negotiate the documentation needed to buy, sell, develop and/or manage golf and country clubs – including purchase and sale agreements, management agreements, easement agreements, maintenance agreements, financing documents, employment agreements, operating agreements and other ancillary documentation.

We counsel owners and/or managers of golf and country clubs regarding issues that may affect membership and then assist in the preparation of club documents, such as membership agreements, membership applications, club rules and regulations and membership financing documents. In addition, our attorneys are experienced in advising clients on matters related to the acquisition and development of a golf and country club, which may include zoning and land use issues, environmental assessments, employment issues and ADA requirements and assessments.

Comprehensive Counsel for Project Acquisition and Development    

Resort Property Acquisition and Construction
We assist clients in all facets of hotel and resort acquisition, disposition and development, including environmental, construction, permitting, land use, local regulatory and zoning issues. Our attorneys provide experienced, hands-on counsel in the preparation of construction contracts and advise clients on current construction law issues in numerous jurisdictions.

Financing and Securities Advice
We offer in-depth counsel on the structuring of real estate investments, including proper tax planning. Our firm counsels several Real Estate Investment Trusts (REITs), and we offer guidance on the formation of joint ventures, raising capital and buying or selling hospitality-related companies. A number of our lawyers have substantial experience in hotel and resort financing, including acquisition and construction loans, hypothecation loans, receivables securitizations and regulatory issues pertaining to finance transactions. Our experience with capital market transactions allows us to assist clients seeking access to those lenders to finance their hotel or resort projects.

Product Creation, Structuring and Registration
As a national firm, we have assisted with product creation and registration in nearly every state as well as in a number of international locations. Since our attorneys have counseled first-time and up-and-coming developers as well as many of the major players in the industry, we are comfortable advising clients at all levels of experience. We work with clients from the initial concept stages through the documentation, registration and ultimate operation of their hospitality industry projects. We also have attorneys throughout the nation skilled in document preparation, regulatory issues, advertising and marketing—insight that is integral to successful structuring and development of a hospitality project.

Escrow, Title Insurance and Closing Matters
We provide clients with comprehensive escrow, title insurance and closing services. Baker Hostetler is fully authorized under Florida law to act as a title agent and both an ad valorem tax and purchase money deposit escrow agent if needed.

Strong Knowledge of Operational Issues     

Hotel Management and Franchise Agreements
We have represented hotel owners as well as international hotel chains in the drafting, review and negotiation of hotel management agreements for a variety of hotel properties ranging from luxury resorts to urban business hotels to limited service lodging facilities. We have also reviewed and negotiated franchise agreements and license agreements with nearly all of the major hotel brands and understand issues that arise when a franchised hotel is sold or refinanced.

Resort Owner Associations, Management Matters and Licensure
Our attorneys have created strategies to provide timeshare resort and condominium-hotel developers with flexibility and maximum control for management of the property as well as its owners association. Our representation also includes legal counsel related to a variety of licensure types, including real estate broker and salesperson, community association manager and mortgage broker and lender licensing.

Employment and Labor
With a national practice devoted to employment and labor matters, we provide counsel on a full scope of the following issues: employment discrimination; employment contracts; non-compete agreements; wage and hour; Family Medical Leave Act; independent contractors; discrimination claims; and development of employee handbooks, policy manuals and benefit plans. Our attorneys understand how hospitality clients are affected by matters related to ADA compliance, Fair Housing, Equal Credit Opportunity Act and employee claims.

Bankruptcy and Commercial Law
We are experienced in workouts, problem loans, evictions and bankruptcy, with a particular sensitivity to the unique issues that arise when a hotel or resort faces problems with creditors. Our attorneys also have handled and made numerous presentations on restructuring of loans to and on behalf of financial organizations and debtors.

Litigation
Our attorneys have handled major real estate-related litigation, including prosecuting and defending claims for specific performance, royalties, breach of contract matters, foreclosures, eminent domain, land use issues, title defects and lender's liability. For our hospitality clients, we have handled such complex litigation issues as construction defects, delay damages, acceleration claims, management agreement defaults, franchise terminations and changed conditions.

Consumer Credit
Members of our team frequently advise clients with regard to federal and state consumer credit and consumer protection compliance including such laws and regulations as Truth-in-Lending, RESPA, Federal Trade Commission laws and regulations and telemarketing laws.

Governmental Affairs
We have a strong commitment to recognizing the legislative, lobbying, and administrative needs of our clients on a local, state, national and international basis. We have experience working closely with the relevant regulatory agencies in the industry to help ensure our clients obtain the assistance and approvals necessary to meet their business objectives.

International Hospitality Capabilities

Our Hospitality Industry Team includes an international component, offering our clients the benefit of substantial experience in financing, international corporate and tax structuring, acquisitions and sales, foreign investment and property development in other countries, particularly in Mexico, other areas of Latin America and the Caribbean. Our international practitioners have handled complex international real estate finance transactions from both the lender and borrower perspective. We have also represented both developers and operators of mixed use resorts, timeshare projects and hotels in numerous non-U.S. jurisdictions.

An important component of practicing in the international arena is selecting the appropriate local counsel to assist with issues of local law and thereafter managing their participation in the process in the most cost-efficient manner. In civil law jurisdictions, it is also necessary to coordinate and supervise the work of notarios and required filings in the public registries. While we have assembled an impressive team of local counsel throughout Mexico, Central America and the Caribbean, we prefer to use local counsel judiciously. For example, in matters relating to due diligence and title opinions required for the issuance of title policies, we generally rely primarily on local counsel while supervising their work; however, with respect to loan documents, management agreements and sales and marketing contracts, we generally handle the preparation of the requisite documentation from the U.S., with U.S. law governing, seeking input from local counsel in order to conform the documents to local practice and custom.

Representative Hospitality Experience

• Represented Hyatt Vacation Ownership, Inc., in structuring a multisite timeshare plan that would combine various vacation experiences with the existing and growing affiliated hotel chain's resorts.
• Guided our client Interval International, Inc., through its merger with Interactive, Corp., a publicly traded company.
• Assisted our client, JMA Ventures, in creating a mixed-use, high-end fractional regime as part of the redevelopment of the historic Ghirardelli Square in San Francisco.
• Represented Omni Hotels, Hyatt Corporation, Starwood Hotels & Resorts and Mandarin Oriental Hotel Group in connection with the management and/or branding of various hotels and condominium-hotels.
• Assisted an international client who wanted to implement a points-based timeshare structure similar to that which the client was accustomed to operating in Europe and South Africa. We created a timeshare cooperative that gave owners all the flexibility that their European counterparts had, while allowing the client to avoid negative regulatory and sales and income tax treatment.  
• Represented Tempus Resorts International, Inc., in connection with its $150 million multiple-staged securitization of timeshare receivables. 
• Represented Starwood in the acquisition and management of an integrated, Westin-branded hotel and timeshare project in Aruba.
• Represented Ocean Development Group in creating a new timeshare product—a fractional cruise ship. In order to accomplish this we worked with ARDA-Florida as the principal drafters of legislation that enabled personal property timesharing.