On the Record: Kathy Barlow, The Bernstein Cos.

As GC of The Bernstein Cos., one of Washington, D.C.'s oldest real estate development, investment and management organizations, Kathy Barlow is frequently asked to "drop everything" and get the deal closed. Balancing the desires of the seller with the demands of Wall Street lenders, Barlow is ever mindful that "time kills a deal."

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Kathy Barlow is vice president, general counsel, and corporate secretary of The Bernstein Cos., one of Washington, D.C.’s oldest real estate development, investment and management organizations. She is also president-elect of the board of directors of the Washington Metropolitan Corporate Counsel Association, the local chapter of the American Corporate Counsel Association. What’s top of mind for you in your job right now? What’s in those folders piling up on your desk? I work for a fairly small privately held commercial real estate and hotel company, so the fires I am putting out every day make it difficult to work on longer-term less exciting (but necessary) projects such as revising our employee manual. Negotiating acquisitions and sales of commercial real estate and hotels in these somewhat unpredictable economic times requires inordinate amounts of patience and perseverance. The most difficult task in commercial acquisitions is balancing the desire of the seller, such as Prudential or Monument, to get the deal closed quickly with the enormous demands of Wall Street lenders, such as ING, to complete due diligence in fairly short study periods and to negotiate loans soon to be securitized. Consequently, I am frequently asked to “drop everything” and get the deal closed or the commercial lease negotiated before a timing issue, such as Sept. 11, makes the lender, seller, purchaser or tenant change their mind. I must be ever mindful of the saying “time kills a deal.” Describe your non-legal or administrative duties. How much time do you spend as a manager of lawyers and staff? What are the top issues and challenges you face in that area? My legal staff consists of one person: my fabulously talented assistant, who is studying to be a paralegal. We are an extremely effective team and are able to keep up with the various demands of a multifaceted real estate and hotel company. Our biggest task each day is to keep up with the three high-energy principals of the company. I would say that approximately 15 percent of my time is spent dealing with administrative issues. I work extremely closely with the CEO and executive vice president, who frequently ask my advice on non-legal matters because of my knowledge of the company and its players, and the desire to be involved in the deal side of the equation. I was recently promoted to vice president, in part because of management’s desire that I become more involved in generating business, in addition to managing the legal affairs of the company. What kind of work do you send out? What do you keep in-house? I do much of the legal work for the three separate arms of my company; we use outside law firms for the major deals. Through one arm, the company acts as a fiduciary for a consortium of union labor pension funds. As the day-to-day manager of the Consortium Capital Fund, the company has invested in various commercial real estate assets that are operated on behalf of the Consortium funds. The company has just opened its third Consortium Capital Fund with $100 million. The Consortium Capital Fund has approximately $250 million invested in 1.5 million square feet of commercial real estate located in the mid-Atlantic region, from Philadelphia to Richmond. Consortium sends legal work out to various large and smaller law firms to paper the deal and negotiate loan documents with securitized lenders. In addition to coordinating some of the due diligence work, I also work very closely with outside counsel to coordinate legal and business issues. The second arm of the company is the hotel division. The Bernstein Cos. own and manage seven hotel properties with the Marriott, Sheraton, Best Western and Golden Tulip flags. I do most of the legal work for this division, which ranges from giving advice on personnel and employment matters, Family and Medical Leave Act issues, and preparing emergency preparedness plans to reviewing service contracts, contract negotiations with franchisers, resolving insurance matters, handling the sale or disposition of hotel properties, and Alcohol and Beverage Control issues. When the need arises, I ask for advice from specialized labor and employment counsel familiar with hotel issues. Fortunately, we are dealing with a fairly small number of EEOC and other employment and regulatory claims at any given time. The third arm of the company is the private side, consisting of the various real estate assets owned and operated by the principals on their own behalf. I provide legal advice on employment and personnel matters, leasing, corporate structuring, and on personal matters for the principals. Real estate work that involves third-party financing is outsourced. Which law firms do you or your department regularly turn to in various substantive areas? For commercial real estate deals, the company currently or has recently used Swidler Berlin (Glenn Miller for tax advice), Bingham McCutcheon (Barry Rosenthal and Mike Pickett), Holland & Knight, Arent Fox (Joe Fries), and Shapiro, Lifshitz & Schram (Steve Schram). For labor and employment issues, we use Krupin Greenbaum, an employment law boutique with specialized knowledge of the hotel industry. We also use local attorneys in the Annapolis, Md., area.

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