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Practice:

  • Mergers & Acquisitions
  • Capital Markets
  • Technology Companies Group
  • Japan
  • Taiwan

Richard Smith Partner

San Francisco

Richard also has represented clients in a wide range of SEC-registered, underwritten and privately placed stock and debt offerings, and he has assisted companies in connection with issuer tender offers (both equity and debt), recapitalizations, restructurings, share repurchase programs, and rights offerings. He regularly represents clients in the preparation and filing of periodic SEC reports, proxy statements and Williams Act reports. He also advises clients on compliance with the Sarbanes-Oxley Act of 2002, Dodd-Frank Act of 2010 and JOBS Act; reporting under and compliance with Section 16 of the Securities Exchange Act of 1934; disclosure and reporting issues; sales of restricted securities and sales of securities by insiders; universal proxy cards; and NYSE/NASDAQ rule compliance and inquiries.

Practice:

  • Finance Sector
  • 稅務

Larry Sobel Partner

Los Angeles; Houston

As both bond counsel and underwriter’s counsel, he has been responsible for structuring and analyzing the tax aspects of many tax-exempt financings throughout the country.

Larry has extensive experience in handling IRS audits of bond transactions. He has represented issuers in dozens of audits all of which have ended favorably either with the IRS issuing a “no change” letter or by negotiating a reasonable settlement when needed. Larry also has handled a number of submissions under the IRS’ Voluntary Closing Agreement Program (or VCAP). The two most recent VCAP submissions represented cases of first impression for the IRS; one involving an issue of qualified energy conservation bonds relating to determining the amount of those bonds eligible for the federal subsidy; the other involved the plan to convert a “new money” bond issue into an advance refunding (which did not meet all of the requirements for a tax-exempt advance refunding). Both cases ultimately were resolved on the original terms proposed to the IRS.

Larry has also been instrumental in developing new financing techniques and structures. He first devised the tax structure and analysis for, and has served as tax counsel on, Orrick’s tax exempt tobacco revenue securitizations. He has developed the tax structure on numerous tax-exempt prepayments for natural gas for municipal utilities both within and outside of California.

Practice:

  • Finance Sector
  • Public Finance

Stephen Spitz Partner

San Francisco

Steve serves as bond counsel, disclosure counsel and underwriters’ counsel in a variety of municipal enterprise revenue bond issuances, including financing for water, wastewater, solid waste and airport facilities. His practice is, in addition, focused on single family and multifamily affordable housing financings. Steve also has extensive experience in higher education financings, interest rate swaps and swap based products in the municipal market. He often assumes a leading role in bond and disclosure work for new and complex clients.

Practice:

  • Energy & Infrastructure Sector
  • Mergers & Acquisitions
  • Private Equity
  • Infrastructure
  • Energy
  • Real Estate
  • Capital Markets

Patrick Tardivy Partner

Paris

An M&A and private equity lawyer, Patrick advises French and international companies and investors on all aspects of corporate law in the context of acquisitions, disposals, mergers, reorganizations, including business carveouts and strategic alliances.

Patrick is particularly active in the energy and infrastructure fields as well as the tech sectors, working alongside investment funds, French and foreign groups, on both domestic and cross border transactions. Patrick also has significant experience in M&A projects with a focus in the real estate sector where he acts as lead counsel on high-profile transactions.

Recognized by the major international ranking guides, Patrick is described by his clients as as "[ ] very smart and has a constructive approach and a deep knowledge of the law", "highly business-oriented with strong commercial awareness" and “always able to find solutions.”  (Chambers Global 2025 – Corporate/M&A: High-end Capability).

Patrick formerly served as co-chair of Orrick's global M&A and Private Equity practice.

Prior to joining Orrick in 2016, Patrick was a partner in a Magic Circle law firm.

Practice:

  • Energy & Infrastructure Sector
  • Energy & Infrastructure
  • Real Estate
  • Infrastructure
  • Energy
  • Renewable Energy

Darrell Thomas Senior Counsel

Houston

Darrell has experience in a wide range of traditional real estate matters, including drafting and negotiating development agreements, construction contracts, restrictions agreements, purchase and sale agreements, ground leases, facility and office leases, and construction and permanent loan documents. He has also formed commercial and residential condominium regimes, including for mixed uses. He represents developers and users in acquisition and development matters, including requirements for access, utilities, detention, drainage, use restrictions and economic incentive arrangements. He also represents lenders in commercial mortgage loan originations, workouts and foreclosures.

Darrell also works on all aspects of real property requirements for energy and other projects, including drafting and negotiating leases, easements and other real property agreements, satisfying title insurance requirements, reviewing and revising property tax abatement agreements and resolving conflicts between mineral and surface development. connection with renewable energy projects, including the development, construction, financing, acquisition and disposition of projects.

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Practice:

  • Finance Sector
  • Public Finance

Paul A. Toland Of Counsel

San Francisco

Paul's practice includes bond and issuer counsel work for tax-exempt and taxable financings, with a focus on revenue bonds, particularly multifamily housing revenue bonds issued by cities, counties, public authorities and joint powers agencies. 

Paul also serves as special counsel for the California Statewide Communities Development Authority for its conduit housing financings.