Thomas D. Kearns

Thomas D. Kearns has significant experience in both real estate and corporate law.

Tom represents owners, operators and developers in the acquisition, development, ground leasing and financing of office, residential and retail properties. He has extensive experience with joint venture, LLC, tenant-in-common and other agreements between co-venturers including programmatic ventures across multiple assets, and has negotiated and drafted sophisticated commercial condominium documents including condominiums to permit not-for-profit entities to take advantage of real estate tax exemptions. Tom has been one of the most active practitioners in the purchase, turnaround and sale of Manhattan office buildings. Recently Tom handled several workouts of ground leased hotels when the hotel industry was hurt by the COVID-19 pandemic. 

Tom's development experience includes the creation of assemblages consisting of fee, leased and air rights parcels for ground up construction of office, residential and mixed use properties including joint ventures with institutional investors and construction loans and take-out financings.

Tom is highly knowledgeable regarding the impact of federal and state securities laws on real estate and has lectured and written on the regulatory environment including the relaxation of the general solicitation limits under Reg D and crowdfunding rules. 

He also regularly represents professional athletes and sports executives and other high-net-worth individuals in their residential transactions in New York.

Professional & Community Affiliations

American Bar Association

New York State Bar Association

Various leadership roles with the Real Property Section of the American Bar Association, most recently as Book Editor

Board of Directors, Broadway Housing Communities

Board of Directors, New York Landmarks Conservancy

Real Estate Committee, The Jewish Board of Family and Children’s Services

• Represented Kaufman Astoria Studios in the sale of the historic, century old studios to the joint venture of Hackman Capital Partners and Square Mile Capital Management.
• Represented the owner of a downtown Manhattan office building in its conversion to residential condominiums including the termination of all office leases, a tax freeze for the property, the condominium offering plan and unit sales.
• Represented sponsors of a programmatic joint venture with a "co-gp" structure, clawbacks and well-defined exclusivity and approval processes.
• Represented developers or fee owners in the ground up developments at the following properties: 72 Sullivan Street; 80 Flatbush Avenue; 57-59 Irving Place; 231 Tenth Avenue; and 206 West 17th Street. Major renovation projects include 212 Fifth Avenue condominium and various buildings in the "Ring" office portfolio.
• Represented ImmunityBio, Inc., a clinical-stage immunotherapy company, in a definitive agreement to acquire a leasehold interest in 409,000 square feet of ISO Class 5 pharmaceutical manufacturing space in western New York, and certain related assets, from global pharmaceutical company Athenex, Inc.
• Represented an industry leading cancer research institution in a long-term ground lease for a 7-story building to be constructed to suit the institution on a parcel located on the Upper East Side. We then created a leasehold condominium for the institution to permit them to obtain a tax exemption under Section 420-a of New York's Real Property Tax Law. Our client then cooperated with the landlord to permit a $130 million mortgage on the fee estate.
• Represented the New York City Partnership Foundation Inc., an affiliate of the Partnership for New York City, pro bono on a bridge loan for the development of a Senior Center on Staten Island by The Metropolitan Council on Jewish Poverty, a non-profit social services organization, which is calling the center the first affordable housing complex of its kind in the city. See Crain's for press report.
• Represented Metropolitan College of New York, a college founded in 1964 by educational pioneer Audrey Cohen, in the purchase of a commercial condominium to house its growing college programs within a $40 million development known as the Triangle Plaza Hub in the South Bronx . The construction and purchase of the condominium is being financed using New Markets Tax Credits. The Real Deal reported on the purchase.
  
• Represented a joint venture between Kaufman Organization and Principal Life that executed 99-year ground leases on four New York City office buildings from Extell Development in a deal valued at approximately $135 million. The properties are located at 119-125 West 24th Street;  13-15 West 27th Street; 19-21 West 24th Street; and 45-47 West 27th Street. The buildings were part of the portfolio owned until recently by Michael and Frank Ring. The Wall Street Journal, New York Law Journal and The Real Deal reported on the deal.

Press Releases