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Robert Thompson looks through his 19th floor office window on the Embarcadero at one construction site after another along San Francisco’s waterfront. With a satisfied expression on his face, Thompson points slightly to his right at the recently redeveloped Pier 1. He turns his attention to the landmark Ferry Building beside it, still in the midst of a $70 million refurbishing. He then points even farther to his right past the Bay Bridge where a $270 million cruise terminal is scheduled to open in 2004. There’s good reason for the pleased look on Thompson’s face: He’s served as counsel in each project. In the last few years, Thompson, 58, and a tightly knit cadre of land use and real estate attorneys have made Sheppard, Mullin, Richter & Hampton one of three go-to firms in the San Francisco Bay Area for major developers looking to build on the city’s waterfront. Along with teams led by Pamela Duffy at Coblentz, Patch, Duffy & Bass, and Mary Murphy at Farella Braun & Martel, Thompson and the group at Sheppard are helping shape the waterfront of San Francisco. “I’ve got to think though that we represent, if not a majority, a significant plurality of the larger projects,” Thompson said. “I’m not a particularly braggadocio person, but I really do think that this is one area where we are preeminent.” Even one of Thompson’s chief competitors, Duffy, thinks he’s “one of the greats.” He’s just a man of incredible integrity and talent,” Duffy said. “They’re all people who understand public-private transactions.” In addition to Pier 1, the Ferry Building, and the cruise terminal at Piers 30-32, Thompson’s team also has a hand in Pacific Bell Park, the 43-acre University of California, San Francisco Mission Bay campus under construction, the 550-acre Hunters Point redevelopment effort, a hotel planned at Broadway and Embarcadero, the San Francisco International Airport runway expansion and the downtown arena proposed by the Giants. Sheppard can partly credit its prestige on the waterfront to scoring a number of top-flight laterals. And the hires came with longtime clients, helping the firm land the extremely complex — and lucrative — lawyer-intensive projects. But just a little more than a decade ago, the port work that takes up roughly a third of Thompson’s time simply didn’t exist. An unsightly freeway overpass ran the length of the Embarcadero and essentially acted as a barrier between the waterfront and the rest of the city. Piers were neglected. Shipping industry freighters that once landed in San Francisco were docking in Oakland, Calif. Thus, those working on San Francisco’s waterfront had to reach back quite a few years to remember any glory days. But when the Loma Prieta earthquake hit in 1989, the Embarcadero freeway was severely damaged, and was demolished in 1991. “That freed up a phenomenal amount of real estate,” said Duffy. “You had a whole new asset.” The city subsequently called for a moratorium on development at the waterfront to give the port commission time to create a master plan for the 7.5-mile stretch. The port finalized its plan in 1997 and promptly began lining up redevelopment deals. Sheppard poised itself to take on the legal work. STICKING TOGETHER In 1995, the firm took on nearly 20 attorneys in real estate, land use and tax from the former Pettit & Martin. “When Pettit dissolved in the mid ’90s, a whole bunch of us — kind of anchored by the real estate group — decided that we wanted to stay together one way or another,” Thompson said. “[We] were not only able to hold together and trust each other, but to find a place where we could all come — which was a tough thing to do in those times.” Sheppard also landed partners Thompson, Lori Wider, Joseph Petrillo and Joan Story. A 1969 Harvard Law School graduate, Thompson brought more than 30 years of experience to the firm in complex real estate, development and financing matters. Wider brought expertise in land planning and the development process. Petrillo brought a national reputation in land use and natural resources law. Widely published in the field, Petrillo had also held positions as chief counsel with the California Coastal Commission and the California State Senate Select Committee on Land Use Management. He also served as executive officer of the California State Coastal Conservancy. Previously the managing partner of Pettit, Story brought her practice in real estate investment, financing and leasing transactions. She also brought with her Lend Lease Development US Inc. — the developer for the cruise terminal at Piers 30-32. In November 1996, the firm brought Maria Pracher back from a fund-raising position at the Exploratorium to practice in land use and planning. “I did in fact say that I would never work in a large law firm again,” said Pracher, who was previously with Howard, Rice, Nemerovski, Canady, Falk & Rabkin. But she missed the challenges in complex land use. She also knew Wider from Golden Gate University School of Law and Petrillo from her dealings with him when he was still at the coastal commission. Plus, she said, “Bob’s set up a very strong group ethic. I found it to be surprisingly hospitable.” In April 1997, Sheppard recruited Robert Uram, who had last served as the director of the federal Office of Surface Mining Reclamation and Enforcement. Two years later, the firm brought on David Madway who’d spent nearly 10 years as general counsel for the San Francisco Redevelopment Agency. A former executive director at the San Francisco Bay Conservation and Development Commission — a state agency charged with regulating new development within 100 feet of the Bay shoreline — Michael Wilmar joined Sheppard in April 2000. He came to the firm after a seven-year stint at Nossaman, Guthner, Knox & Elliott. “What we’ve been able to do is put together kind of an all-star team … of destination lawyers,” Thompson said. PUTTING TOGETHER THE PIECES In the middle of the staff buildup, AMB Property Corp., a longtime client that came with the group from Pettit, won the bid to develop Pier 1. The San Francisco developer tapped Sheppard as its counsel on what marked the first pier redevelopment project as part of the port’s master plan. Farella’s Murphy and Coblentz’s Duffy, and the port’s assistant general counsel Neil Sekhri said Sheppard’s work on the pioneering development helped establish the Los Angeles-based firm’s reputation on the waterfront early on. “It was really important from a state lands point of view,” Sekhri said. “Up to that point, [state lands] hadn’t viewed offices as a public trust use. They’ve been really beneficial in getting these projects approved. “ On Pier 1, Sheppard had to deal with the port on the development agreement, long term lease, design review, and construction permits. Thompson also had to negotiate his way through a gauntlet of other entities: the Bay Conservation and Development Commission, the State Lands Commission, the San Francisco Planning Department, the California Department of Fish and Game, the U.S. Fish and Wildlife Service, the National Marine Fisheries Service, the U.S. Coast Guard and the San Francisco Board of Supervisors. Thompson said a typical deal can take anywhere from one and a half to three years. But it’s the sheer complexity and host of agencies that makes them extremely lucrative. He declined to say how much his firm has taken in through legal fees on waterfront deals or what his hourly rates are. He did say that his waterfront rates are the same he charges for other development work. Thompson said Sheppard’s experience on the ferry building helped the firm get a piece of the action on the ferry building redevelopment. Wilson/Cornerstone Properties — the project’s developer and a client of Murphy’s at Farella — tapped Thompson’s group to help out in land use. But shortly thereafter, Murphy suffered a cerebral hemorrhage. Murphy, now 41, spent two months in the hospital before making a full recovery. “Bob did the initial work when I was in the hospital,” she said. “He really helped out when I needed it.” Murphy said she went on to handle the lion’s share of the work for Wilson/Cornerstone Properties. She also represents Snellgrove and Co. in its $36 million project to renovate 80,000 square feet of commercial space at Piers 1 1/2, 3 and 5; Nice Ventures Inc. in a bid to build two restaurants where Folsom St. meets the Embarcadero; and the San Francisco Arts Consortium in its bid to find a home at Pier 70 in China Basin. Closer to Pac Bell Park, Sheppard is representing the Giants in their bid to build a downtown arena. While plans for the project are still in the earliest of stages and a price has yet to be nailed down, arenas can run anywhere from $120 million to $330 million. After Coblentz conflicted out — the firm serves as counsel to Catellus Development Corp. in the Mission Bay redevelopment project — the Giants called up Sheppard’s Madway to serve as counsel. The Giants had previously tapped Duffy to serve as counsel for Pac Bell Park where she negotiated opposite Madway and lead attorney for San Francisco, Jesse Smith. Duffy also represents the Gap Inc. project to build a headquarters and 85,800-square-foot park where Folsom St. meets the water, and Chelsea Piers in its bid to develop piers 27-31. The Mission Bay project’s centerpiece is the new UCSF facility, which is represented by Sheppard. Also in the area, Sheppard is at work on a 550-acre development for Lennar Homes at Hunters Point. Thompson isn’t shy about his feelings: He loves the people he works with and is proud of what he sees as a public benefit the waterfront projects provide. Again and again, he talks about the camaraderie that kept Pettit & Martin together as long as it did and then continued to link the nearly 20 attorneys from Pettit who came to Sheppard. As for the work itself, he says happily, “I’m doing the work now I’d do pro bono as a kid.”

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