Samuelson Law is a b2b boutique law firm that focuses upon handling commercial real estate and technology transactions, business bankruptcies, and related litigation. Its niche is combining its practice areas to restructure distressed commercial real estate and LLC's, including workouts, recapitalizations, bankruptcies, sale-leasebacks, and “business divorces” and other types of business break-ups and dissolutions, including handling any litigation associated therewith. Consequently, this firm is particularly sensitive, to such possibilities, when it structures the parties' relationships and transactions.
This firm’s real estate and bankruptcy work includes (a) in the good times - acquisitions, joint development agreements and easements, leases (including air rights, ground, interior space, tower, rooftop, and governmental leases), subleases and licenses, and financing structures; and (b) in the bad times - business or commercial workouts, foreclosures, landlord/tenant renegotiations and evictions, bankruptcies (including single asset real estate, small business reorganization act, Subchapter V, and other Chapter 11’s), financial restructurings (such as sale-leasebacks), and LLC member disputes. Its clients are primarily real estate developers, small businesses (including franchisees), investors, non-profits, trade associations, health care providers, and tech start-ups.
This firm's technology work includes forming LLCs and negotiating joint development, teaming, subcontract, licensing, employment, non-compete, confidentiality, and outsourcing. Our Pentagon City/Crystal City contact enables this firm to better serve the massive development we expect from Amazon HQ2 at National Landing. That and this firm's long-time presence in Montgomery County's I-270 tech corridor (a/k/a DNA Alley) make this firm readily available to the bio- and other tech communities.
Its philosophy is to try to resolve such bankruptcies and disputes, as much as possible, amicably through negotiations, from a long-term planning point of view. However, Ken Samuelson was an Assistant Attorney General. This firm litigates as and when necessary and appropriate whenever such negotiations fail.
Its founder, Ken Samuelson, is admitted to practice in DC, MD, NY, and VA and before the following U.S. District Courts and Bankruptcy Courts: DC, MD, and Eastern District of Virginia.
Ken has over 30 years of experience as lead counsel, including representing various Fortune 500 companies and government agencies, as well as start-ups and small businesses.
Ken has been elected to various professional honor societies and councils, and received several professional designations, as shown by the badges on this website and in Who's Who in American Law. He was a member of the governing Council of the Real Property, Probate and Trust Law Section, of the American Bar Association, and Co-chair of its Technology Committee, for years. He has authored numerous articles and presented numerous programs, including before the Harvard Business School Club of Washington, D.C., the American Inns of Court, and the American Bar Association. Ken's latest presentation was a discussion of "Certain Pretrial Motions" before the Litigation Counsel of America, in November 2018, at the Harvard Club of New York City.
Samuelson Law is a virtual, networked law firm, which means that (a) EACH OF ITS ADDRESSES IS ONLY A MAIL BOX, AND ALL WORK IS PERFORMED AT A HOME/OFFICE OR IN CONTRACT OFFICE SPACE; and (b) it teams with colleagues from other law firms (most of whom are or were similarly-situated former partners of large law firms) with whom Ken has worked over the years, when and as needed for depth or specialization.
Ken has been rated "AV Preeminent" (the highest rating) by Martindale-Hubbell for at least each of the last 20 years and 10.0 (the highest rating) by AVVO for at least each of the last 10 years, and has been listed in "Super Lawyers" in each of the last 5 years.
Samuelson Law handles certain matters on a fixed fee or partially contingent fee basis, and accepts VISA and MasterCard and via PayPal.
Specific examples of major transactions and litigation Ken Samuelson has successfully handled, as the lead counsel (or, in a few instances, as the lead outside counsel), including as a partner at larger law firms, include:
Distressed or troubled commercial real estate:
- Ken took over a case, from other counsel, in which the client/debtor’s voluntary bankruptcy petition had been dismissed; and the lender had obtained a civil judgment, against the client/member as the guarantor, on the liability issues. Ken was able to get the bankruptcy re-instated and a favorable settlement of that civil suit.
- Sale of a hotel, for $17,100,000, on the eve of bankruptcy, including fighting-off mechanics liens.
- Local counsel handling a foreclosure, for a major bank, of a condominium complex securing a $100,000,000+ loan. Resulted in a refinancing, by another lender, before the foreclosure was completed.
- A foreclosure, for another major bank, of a large parcel of land. Resulted in that bank’s taking-back the real estate for $10,700,000.
- Represented a major bank in the attempted eviction, by the U.S. Government, of a developer, from the lease of the retail floors and annex of an historic building in Washington, D.C. Resulted in a restructuring of that lease and a take-over thereof by Ken’s client.
- A successful purchase, in a contested bankruptcy proceeding, of an internet service provider’s system and contracts, including 20 stations across the country.
- Portfolio sales, of over 163 foreclosed properties, many with numerous environmental and other problems, for a total of over $360,000,000, for an agency of the U.S. Government; and take-back institutional financing for approximately 80 of those properties. Those transactions included helping that agency find ways of resolving numerous inter-departmental conflicts, and to comply with various complex, and often contradictory, regulations.
- A workout agreement getting a publicly held company out of a partnership for the development of its headquarters site and surrounding golf course.
- A termination of leases, totaling 443,214 square feet, against the U.S. General Services Administration, with a possible re-leasing after the contemplated re-reconstruction of the buildings was completed.
- Lease terminations, with numerous types of tenants, to vacate a major office building for redevelopment.
- Workouts of various commercial loans, including one regarding a major residential subdivision in a mixed-use complex.
- Various other limited liability company and partnership break-ups, landlord/tenant actions, bankruptcies, and construction disputes.
Straight commercial real estate transactions and financings:
- 2 complex LLC operating agreements, for a local entrepreneur, with a large financial partner, for the acquisition and development of numerous restaurants and restaurant sites in various parts of the U.S.
- Various commercial refinancings, including one in which, by restructuring the proposed loan, Ken saved the borrower almost $600,000 in State and local transfer and recordation taxes.
- A contract for the development of a resort hotel, signature golf course, marina and residential complex; and letters of intent for the development of other such projects.
- Contracts of sale and development agreements, with the Washington Metropolitan Area Transit Authority, for the development of a regional mall, hotels and/or apartment complexes at 2 of its metro-rail stations.
- Purchases and like-kind exchanges, for a Fortune 500 company, of over 40 buildings.
- Over 50 acquisitions, ground leases, space leases, construction contracts and development agreements, for a publicly-held company, for its 80,000 square foot retail stores and accompanying shopping centers.
- Sales, including to public companies, of a total of 125 cellular tower sites, for a Fortune 500 company, including handling various land use issues associated therewith.
- 10 sales, leases, easements and other agreements, for a Fortune 500 company, for the development of an office park.
- Acquisition of 8 fast food restaurant sites, including participating in the acquisition of 14 on-going restaurant operations in connection therewith.
- Purchases, ground leases and space leases, of 13 additional sites, for a fast food franchisee.
- A contract, for a Fortune 500 company, for its acquisition of 2 golf courses for residential, retail, and office development.
- 2 acquisitions of land, for a national developer, for development as apartment complexes, including negotiating utility-sharing agreements and the financings therefor.
- An Up-REIT of 6 apartment projects.
- Sale of a package of 7 retail outlets.
- A sale and a purchase of 2 hotels, including handling liquor license and sales tax issues associated therewith.
- A sale of 2 apartment complexes for a national developer.
- Amendment to contract, for a foreign government, for the acquisition of the property upon which it developed a consulate building.
- An agreement, with a national golf course designer and a developer, for the development of a signature golf course in the middle of the client’s residential subdivision.
- Construction contract for the development of an $880,000,000 inner-city rail line with office buildings, hotels and other real estate projects at each station.
- Construction contract, for the development of a series of mini-hospitals, totaling more than $49,000,000.
- Construction contracts, for the development resort communities, totaling more than $1,700,000,000.
- Various refinancings, of U.S. properties, for banks lending to foreign governments for embassies.
- Representing the borrowers in the issuance of municipal bonds, in the District of Columbia and in Maryland, for (a) the development of a warehouse/distribution center, (b) the acquisition of computer equipment for a college, and (c) the refinancing of a large office building.
- Reviewed the loan documents and issued local counsel legal opinions for numerous large acquisition and construction financings (a) many of which included addressing land use approvals and environmental complications; and (b) one of which was for a loan, of $213,000,000, 10 apartment complexes in 5 states.
- A participating ground lease, for a Fortune 500 company, for a 300,000+ square foot office building.
- One of the first synthetic leases. The client was a Fortune 500 company.
- Leases, for a national developer, with agencies of the U.S. Government, agencies of the State of Maryland, and others.
- Leases for various tenants, including one of my then law firms, an international land development association, and a large accounting firm.
- Successfully lobbying, for a local developer, to change the local transfer tax laws, to exempt the transfer, of large acreage, to a planned unit development, thereby making the project feasible.
- Various other commercial contracts of sale and leases, including, in addition to those more specifically described herein (a) one in which I revitalized negotiations, which had broken off under prior counsel and according to opposing counsel were “on life support”, to acquire a manufacturing building; (b) lease-outs of shopping centers for developers, including leases to national tenants; and (c) warehouse, office and retail space leases for a large non-profit.
Caution: Successful outcomes in the above are no indication of what the results may be in other transactions and cases. Each transaction and case is unique, and the circumstances and people involved vary.
Finally, a word about our fees: Budgets, and fears of signing-on to become liable for unknowable amounts of attorneys’ fees, have caused many clients to want fixed or partially contingent fee structures. Samuelson Law has had enough experience handling transactions and cases to enable it to predict the likely amounts of fees in various instances and for it to share in the risks involved. Therefore, Samuelson Law is able to enter into such fee structures in various transactions and cases.