The Commercial Office Lease Handbook, Second Edition

The Commercial Office Lease Handbook: Second Edition provides a fuller understanding of each critical provision of an office lease: why it is included, why it is important to both the landlord and the tenant, and why and how to best negotiate it. The authors focus on the provisions of the standard printed office lease most commonly used in New York and compare that form with a more complex commercial office lease having the same structure. They offer practical insights about the perspectives of both landlord and tenant in the negotiating process, noting which clauses are essential and which, if not amended, may provide traps for the unwary. Although it examines two New York model forms, the book's practical comparative format, expert commentary, and negotiating tips are valuable tools for real estate practitioners in any jurisdiction.

The book combines, side-by-side and clause-by-clause, organized commentary on the Real Estate Board of New York, Inc.'s ubiquitous "Standard Form of Office Lease," along with a common but sophisticated model form of manuscript lease that might be prepared for any office building landlord. Because the section headings in both forms are almost identical, this format assists the real estate lawyer by providing easy-to-find, helpful examples and practice commentary for any lease form, in any state, provision by provision. The book is organized into 54 chapters, with each corresponding to a single functional article of two different model lease forms covered in the text. Each chapter contains sections detailing the lease form:

• General Purpose: explains the need met by the article and how it functions
• Sample Clause: sets forth the applicable article of the sophisticated form office lease
• Landlord Concerns: explains why the article is important to the landlord and distinguishes between the portions that are most vital to the landlord's concerns and those that are desirable but ultimately optional
• Tenant Concerns: explains the pitfalls of the article from the tenant's perspective, shows which portions the tenant must negotiate and how to negotiate them, and those portions that should be acceptable to the tenant, if not desirable
• Standard Real Estate Board of New York Clause: sets forth the parallel article from the REBNY "Standard Form"
• Comments on the Standard Real Estate Board of New York Clause: explains how the model article differs from the REBNY "Standard Form"
• Litigation Issues: discusses case law applicable to the article, including citations

This is an invaluable resource for understanding and negotiating all likely office space lease provisions in addition to several less common clauses. The book's unique treatment explaining each clause with contrasting party commentary makes this a valuable tool for negotiating the best possible lease for a client, whether for a landlord or a tenant.

Lawrence D. Eisenberg is a partner at Katten Muchin Zavis Rosenman, where he concentrates his practice in real estate law. He is a member of the firm's Board of Directors.

Mr. Eisenberg has more than 30 years of experience in a wide range of complex real estate transactions. His skills have been utilized in the representation of numerous major institutional clients in connection with the relocation of their international headquarters facilities, with a special emphasis on facilities leasing and development.

In addition, he has represented public and private developers of shopping centers, museums, office buildings, residential projects, golf course facilities, hospitals and healthcare facilities, purchasers and sellers of large real estate portfolios, and lenders and borrowers in major construction and other real-estate-based financing, as well as in the workout of troubled loans. He has represented the state of New York in the privatization of several major facilities, including Stewart International Airport, the only commercial service airport privatization in the United States.

Mr. Eisenberg is a member of the American College of Real Estate Lawyers and an ongoing member of the Cornell University Real Estate Council.

Mr. Eisenberg has lectured at Columbia University in New York City and at the Urban Land Institute's headquarters. He received his undergraduate degree (BS, 1965) from Syracuse University and received his law degree (JD, 1968) from Cornell Law School, where he served as an editor of the law review.

Jonathan L. Mechanic is chairman of Fried Frank's Real Estate Department. Prior to joining Fried Frank as a partner, he was general counsel and a managing director of HRO International, a real estate development organization responsible for developing more than 2.5 million square feet of office space in Manhattan.

Mr. Mechanic routinely counsels developers, owners, investors, REITs, and lenders in all aspects of commercial real estate transactions. Notably, he represents JP Morgan in connection with its redevelopment of 270 Park Avenue into a new 2.5-million-squarefoot headquarters building; Maefield Development in its approximately US$1.6 billion acquisition of 20 Times Square (aka 701 Seventh Avenue); and CWCapital Asset Management in its sale of Stuyvesant Town-Peter Cooper Village to Blackstone Group and Ivanhoé Cambridge. He also represents landlords and tenants in commercial leasing and ground lease transactions, including his recent representations of 21st Century Fox and News Corp. on their headquarters leases at 1211 Avenue of the Americas; Citigroup in its long-term lease of its global headquarters at 388-390 Greenwich Street and the exercise of its option to purchase the building; Coach in the sale-leaseback of its global headquarters at 10 Hudson Yards; Ernst & Young in its more than 600,000-square-foot lease for its new headquarters at One Manhattan West; Shiseido in its 225,000-squarefoot lease at 390 Madison Avenue for its U.S. headquarters; and JP Morgan in its 437,000-square-foot lease at 390 Madison Avenue.

Mr. Mechanic has taught the real estate transactions course at Harvard Law School for more than ten years. He also lectures regularly for NYU Law School, the Real Estate Board of New York, and the Practicing Law Institute and is a coauthor of The Commercial Office Lease Handbook, published by the American Bar Association.

Mr. Mechanic was awarded the 2016 Distinguished Alumnus Award from New York University and the 2016 Chambers USA Outstanding Contribution to the Legal Profession Award. For a decade, Mr. Mechanic has been recognized by Chambers USA as a "Star Individual" in real estate. He is consistently included on Commercial Observer's "Power 100" list of the most powerful people in New York real estate and was the only practicing attorney to make the list in 2015, 2016, 2017, and 2018. In 2019, Mr. Mechanic was joined by land use partner Melanie Meyers as the only two practicing attorneys on the list, and in 2020 he was one of three practicing attorneys recognized. In 2021 and 2022, Mr. Mechanic was recognized by City State New York in its "Real Estate Power 100" list and its "Law Power 100" list. In addition, he was named "MVP Lawyer of the Year" by Law360 in 2019, 2013, and 2011. Fried Frank's Real Estate Department has been recognized as Law360's Real Estate Group of the Year, was recognized by Chambers USA as the 2019 Real Estate Law Firm of the Year, and was awarded the 2018 Real Estate Client Service Award and the 2009 Award for Excellence in Real Estate.

Michael J. Werner is a partner in the Real Estate Department, resident in Fried Frank's New York office. He joined the firm in 2005 and became partner in 2015.

Mr. Werner's practice includes the representation of owners, developers, funds, real estate investment trusts (REITs), and other financial institutions in a broad range of commercial real estate transactions, concentrating in the acquisition, development, and disposition of office, hotel, retail, and multifamily properties; joint ventures; commercial mortgage, mezzanine, and construction financings; preferred equity investments and debt restructurings; ground leases; and commercial space leasing.

In addition, Mr. Werner is actively involved in real estate industry current affairs and is regularly asked to speak on industry topics. Most recently, he moderated a panel at the 2018 CREtech New York Venture Conference titled "Tech Savvy Landlords."

Mr. Werner was also a panelist at the Realshare: New York Growth State of Mind conference discussing "Breaking Down NYC's Mega Deals" and lectured at Columbia University's Graduate School of Architecture, Planning, and Preservation. In addition, Mr. Werner authored a recent article titled "Representing the Borrower in a CMBS Loan," published by Lexis Practice Advisor.

Mr. Werner is recognized by Legal 500 in Real Estate. In 2021, Mr. Werner was recognized in Crain's New York Business's 2021 Notable in Real Estate, which honors the individuals who have impacted the New York City real estate industry in major ways. In 2019, Mr. Werner was admitted as a member to the American College of Real Estate Lawyers (ACREL), a premier organization of U.S. real estate lawyers. In 2016, Mr. Werner was selected by Law360 as a 2016 "Rising Star" in real estate, an honor that recognizes top attorneys under the age of 40.

David Alan Richards is a partner in the New York office of McCarter & English LLP. Mr. Richards has concentrated his legal practice in commercial office development, shopping centers, office/retail/industrial leasing, and zoning, and is the leading authority on development rights transfer. He is known for his work in handling some of the largest real estate transactions in New York City, plus the development or acquisition of major commercial office buildings throughout the United States. As a leading authority on foreign investment in US real estate, he has represented domestic and foreign investors, developers, national and international commercial, retail and industrial entities, professional partnerships, not-for-profit cultural and religious institutions, and foreign embassies for English, Japanese, French, Swiss, German, Arab, Israeli and Hong Kong investors. He handles all types of real estate transactions, including acquisitions and dispositions, leasing, ground leasing and sale-leasebacks, design and construction contracts and financings. Mr. Richards is a well-known speaker both nationally and internationally, and has spoken before the International Bar Association; American Bar Association; Association of the Bar of the City of New York; American Law Institute; Practicing Law Institute; and the New York Law Journal Seminars-Press, among others. Additionally, he has authored numerous publications. He is the North American Representative of the Kipling Society and served as Co-Chair of the New York Lawyers for Clinton-Gore, 1996. He has served as the Chair of the 35,000-member Section on Real Property, Probate & Trust Law of the American Bar Association, and as Chair of the Anglo-American Real Property Institute, as well as serving on the Board of the American College of Real Estate Lawyers.