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NAME AND TITLE: Ronald L. Gern, senior vice president and general counsel AGE: 43 THE COMPANY: General Growth Properties Inc. is the nation’s second-largest shopping mall owner and has been run by the Bucksbaum family for three generations. The Chicago-based company owns and/or manages 141 malls in 39 states. The business is thus landlord to more than 15,000 department stores, retailers, restaurants and theaters. General Growth has been structured as a real estate investment trust (REIT) since 1993 and Forbes recently named it one of the two best REITs in the country for investors to own. The company doubled in size following its 1995 merger with Homart Development Co., a subsidiary of Sears, Roebuck and Co. Today the company employs some 3,000 people, and its gross revenues last year totaled $1.2 billion. BIGGEST CHALLENGE: Gern says the biggest challenge he’s faced has been organizing the company’s 18 attorneys and six asset recovery analysts. When he joined General Growth four years ago, he found the attorneys scattered in several different departments and overseen by various department heads. The first thing Gern did was to bring all the lawyers into the legal department. He then spent several years updating the legal department’s structure, creating three different groups of attorneys — law leasing, development and general practice — each headed up by an assistant general counsel. The law leasing group has 11 lawyers who handle leases for the more than 15,000 tenants. The development group has four attorneys working on mall development and finance work. And the general practice group has three lawyers who handle litigation, regulatory compliance, personnel matters, marketing, asset recovery and some contracts. Gern, who doesn’t spend a lot of time on any one particular area, says at core he is a transactional attorney. His problem-solving role can include getting approvals from existing tenants, lenders and municipalities for renovating a shopping mall or helping resolve a thorny issue with a key tenant. Gern also negotiates major contracts and edits the contracts for large acquisitions and financings. He edits lots of other types of legal documents as well, from a corporate restructuring or SEC filing, to a new human resource policy or a pleading in a litigation matter. Lastly, he works on special projects, such as the company’s vision statement that he wrote a few years ago. REFINANCING: Gern was responsible for the legal work on the largest commercial mortgage-backed securities transaction executed by a single user in U.S. history when General Growth issued $2.55 billion of debt last December. It was one of more than 30 refinancings that the company completed last year and one of the first to take place in the United States following the Sept. 11 attacks. Gern assembled the legal team of in-house and outside lawyers that handled the transaction. He put an attorney from Chicago’s Neal, Gerber & Eisenberg in charge to lead the effort. ACQUISITIONS: General Growth is continually buying shopping malls. Since Gern joined at the end of 1997, it’s acquired 33 malls, bringing the total number that it owns to 97. He’s currently working on the biggest single acquisition he’s ever handled, a $1.1 billion purchase of Utah-based JP Realty Inc., which has 18 shopping malls in eight western states. The deal is expected to close by June and will raise the number of malls General Growth owns to 115. Now that it has been signed, Gern says he’ll “start to get busy with some of the financing pieces and integrating the JP Realty portfolio into our company. We need to learn about the properties so that we can lease and operate them. I’ll be responsible for the legal component of that. We’ll also be leveraging some assets” to help finance the acquisition. Gern also handled two large acquisitions in 1998, one a group of eight malls that the company purchased for $871 million and the other a group of six malls that it paid $625 million for. In addition, he oversaw the legal work on General Growth’s recent unsuccessful $2.4 billion bid to acquire the third-largest owner of U.S. shopping malls, Rodamco North America N.V. General Growth lost out to a joint bid from three of its competitors. ENRON: As part of its bankruptcy proceedings, Houston-based Enron got out of its contract to supply electricity to some 90 shopping malls owned by General Growth last December. Gern had helped senior management choose Enron as the company’s electricity supplier just the year before. He’d also negotiated the contract with Enron since it was rather complicated. General Growth is looking for a new electricity supplier, and Gern will negotiate that contract as well, he says. Because the company expects it will have to pay more for electricity now, it plans to file a claim as a creditor in the Enron bankruptcy, although the amount hasn’t been determined, he adds. LITIGATION: General Growth doesn’t have a large volume of litigation, Gern says, declining to be more specific. Nor, in the four years he’s been there, has it been involved in any significant lawsuits, he says. The biggest number of cases the company has are eviction proceedings and claims for unpaid rent against tenants. General Growth has also been a creditor in the bankruptcy filings of 22 chain stores during the past 15 months. The most high-stakes litigation that the company is currently involved in are two lawsuits concerning the environmental permitting process filed by competing mall owners in an effort to stop General Growth Properties from building new malls. In both cases, the companies sued the municipality and the local environmental regulatory agency, alleging improper permitting. Gern wouldn’t comment on either case. Although he says such lawsuits are common practice these days, General Growth doesn’t file such suits against its competitors, Gern says. As for his role in the cases, “I would be involved in the strategy and handling [of those types of lawsuits]. They rise to that level,” he says. OUTSIDE COUNSEL: Neal Gerber has been the company’s primary outside counsel for more than 20 years. The law firm handles all of its acquisitions, a large number of its financings and all of its principal corporate work, such as the filing of SEC documents. ROUTE TO THE TOP: Gern earned his undergraduate degree from the University of Pennsylvania in 1979 and his law degree from the University of Virginia School of Law in 1982. He decided to specialize in real estate law while in his first job as an associate at Philadelphia’s Wolf, Block, Schorr and Solis-Cohen. He went in-house in 1985 after getting an attractive offer from Kravco Co., a Pennsylvania-based shopping mall developer where several of his colleagues from Wolf Block had moved. He didn’t know what to expect working for a company but found he liked it. “Since then, I’m a strong proponent of in-house life. I enjoy staying with projects longer — seeing them from inception to conclusion,” he says. Gern was promoted to general counsel in 1990 when his predecessor became president of Kravco. He was only 31 at the time. After nearly eight years in that position, Gern left to take his current job as general counsel at General Growth: “It was a great opportunity to move to a larger player in the shopping center industry.” FAMILY: Gern’s wife, Patti, stays home to take care of the couple’s three children: Andrew, 13, Stephen, 10, and Alison, 4. LAST BOOK READ: “The Hobbit,” by J.R.R. Tolkien, with his son Stephen.

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