1. 60 A M I M A G A Z I N E / / J U N E 1 7 2 0 1 5 / / 3 0 S I VA N 5 7 7 5
So what makes a good lawyer, anyway?
Jay (Yehuda) Greenfield, counsel at A.Y. Strauss, a
boutique commercial real estate law firm, offers several
characteristics that define an ideal lawyer—the type of
lawyer he endeavors to be.
“A good real-estate attorney is extremely responsive to
a client’s needs. Clients should never need to call multiple
times before they reach their attorney, nor wonder if their
emails or phone messages were received. A good lawyer is
proactive and preempts issues that could keep transactions
from moving along. I would consider it a personal failure
if my client were to think of something I hadn’t already
thought of.
“I tell lawyers to own the transaction. It’s not just some
process that you’re tagging along with; you should be prob-
lem-solving, not problem-creating.
“A lawyer needs to zealously protect a client’s interests
and at the same time move the transaction forward by
paying particular attention to its critical components.”
Sometimes, explains Jay, attorneys delay the progress of
a transaction by losing track of the big picture and focusing
excessively on non-critical issues.
Jay also stresses adaptability when it comes to serving cli-
ents and advises that not all clients think alike or care about
the same issues. “Issues important to one client may not
be as important to a different client,” he explains, “and an
attorney needs to be attuned to each client’s needs.
“It is also very important to manage a client’s expecta-
tions,” he continues, cautioning that a client must be kept
informed of the anticipated time and cost involved in com-
pleting the transaction.
“A client should also be made aware of the distinction
between legal decisions and business decisions. We will
advise as to the legal ramifications of the deal and make sure
the client is aware of all the potential risks, but the actual
decision to move ahead with a particular approach ulti-
mately rests with the client.”
So a sophisticated client is someone who is aware of these
lines of demarcation?
“Absolutely,” says Jay. “Many of our clients come to the
table knowledgeable about commercial real estate, capable
of distinguishing between the critical and non-critical issues,
and knowing when to stand fast and when to compromise.
Such clients also understand and appreciate the knowledge
and experience that an attorney brings to the table.”
At the same time, Jay takes special pride in his ability to
provide the necessary “hand-holding” and tutelage to clients
who are new to the commercial real estate industry and ner-
vous about all of the fine details.
Following Jay’s graduation at the top of his class from
Fordham University School of Law, he worked at Milbank,
Tweed, Hadley & McCoy and at Sullivan & Cromwell, pres-
tigious Manhattan law firms with high-octane environments.
In a large firm, an attorney is trained to produce work of
the highest quality, simultaneously managing several compli-
cated transactions. A. Y. Strauss offered Jay the opportunity
to be exactly the type of lawyer he wanted to be, while taking
the qualities and sophistication of a large firm with him.
THEREALESTATEISSUE10MUST-KNOWNAMESINREALESTATE
REAL
TALK
Jay Greenfield
AY Strauss, LLC
Large Firm v.s. Small Firm
Though Jay had accrued a lot of real-
world experience, he wanted to be the
type of lawyer who had a list of satisfied
clients and whose name meant something
to people. He decided to bring his years
of experience and perfectionism to A. Y.
Strauss, which he refers to affectionately
as a “boutique law firm.” There, he has
been able to use his high-power back-
ground to become an uncompromisingly
effective lawyer.
Jay happily admits that the hours are
long and the experience a bit more
unusual. He reported, for example, that
an attorney in Georgia once delayed pro-
viding an opinion letter for a client because
he was tending to his horses!

2. 3 0 S I VA N 5 7 7 5 / / J U N E 1 7 , 2 0 1 5 / / A M I M A G A Z I N E 61
PURCHASE AGREEMENTS
Due diligence period. The length of the due diligence period (during
which a buyer can inspect the property) and the circumstances under
which a buyer can cancel the contract and obtain a return of the deposit
are commonly negotiated points. If the deposit is non-refundable, the
buyer’s attorney should ask for extensive seller representations with
appropriate survival periods. Who is in control? A seller typically wants
the right to enter into new leases and amend or terminate existing leases
prior to closing, while the buyer desires the initial rent roll to remain
unchanged. This is often resolved by limiting the seller’s control to leases
comprising a certain percentage of the rent roll or overall square footage
of the property. Remember the lender! If financing is contemplated,
it is critical for the buyer’s attorney to anticipate those of the lender’s
requirements that only the seller can satisfy and include them among
the seller’s closing deliverables. A tenant estoppel, in which a tenant
confirms the terms of the lease, is an example of a lender requirement
that a seller should provide. At the same time, the seller’s attorney should
attempt to limit this obligation to material tenants so as to save his client
from the arduous exercise of obtaining estoppels from all tenants.
LOAN DOCUMENTS
Let me run my property! Borrowers often complain about the
hundreds of pages of loan documents that often limit the manner in
which a borrower may operate the property. These requirements are
easier to swallow upon consideration of the two justifiable concerns of
a lender: (1) the continuing ability of the borrower to make payments
on the loan. (2) protection of the value of the property serving as col-
lateral for the loan.
Recourse vs. non-recourse: Unlike a full-recourse loan, a non-
recourse loan with exceptions (referred to as a “bad-boy” guaran-
tee) limits a guarantor’s exposure to certain bad acts such as fraud
or bankruptcy. These exceptions should be carefully reviewed and
explained to the guarantor.
Beware of prohibited transfers! Since lenders want to know
who their borrower is (a fact often obscured when loaning to a com-
pany), loan documents will prohibit transfers of ownership interests in
the company that owns the property. Negotiated exceptions to this
prohibition can include transfers to family members, between owners,
or for estate planning purposes.
OPERATING AGREEMENTS
The key negotiated points of an operating agreement, which gov-
erns the relationship between the owners of a company that own
property, are: (i) profit distributions; (ii) control of the company; and (iii)
additional equity obligations. In terms of control, the decisions over
which the company’s manager has sole authority are typically nego-
tiated and may be narrowed or broadened depending on the experi-
ence level of the manager and the performance quality of the property.
Company
A.Y. Strauss,LLC
Locations
NewYork,New Jersey
Year Established
2010
Background
Attorney at the law firms
of Sullivan & Cromwell
LLP,and Milbank,Tweed,
Hadley & McCloy LLP
What Jay Greenfield
WantsClientstoKnow...
THEREALESTATEISSUE10MUST-KNOWNAMESINREALESTATE
JAY GREENFIELD is counsel at A. Y.
Strauss, a well-respected law firm devoted to
the practice of commercial real estate, includ-
ing acquisitions, financing, joint ventures and
leasing. Mr. Greenfield has extensive experi-
ence representing owners and syndicators in
large-scale, multifamily, office and retail trans-
actions; commercial lenders and borrowers
in complex real-estate loans nationwide; and
managers and investors in multifaceted joint
real-estate ventures.
...ABOUT COMMONLY NEGOTIATED POINTS IN
COMMERCIAL REAL ESTATE TRANSACTIONS