Editor: Mr. Berkman, please tell us about your experience as a real estate lawyer.
Berkman: I have been a real estate lawyer for 12 years. I studied real estate and finance at the University of California as an undergraduate and went to UCLA Law School, where I focused my course work on real estate related topics. Prior to joining Winston & Strawn, I practiced in both Los Angeles and San Francisco.
Editor: How did you come to Winston & Strawn?
Berkman: Prior to joining Winston & Strawn I was at Skadden Arps in San Francisco. I came to Winston & Strawn because I felt that it was a great opportunity to help build a real estate department in San Francisco and in California within a well established and nationally known firm. Winston & Strawn has a fantastic reputation in the legal industry, and I thought that it was a great opportunity for me to grow and become part of a bigger San Francisco presence.
Editor: Would you describe your real estate practice?
Berkman: It encompasses the three traditional areas of a real estate practice: acquisitions and dispositions, leasing and finance. Of late, my practice has focused on the representation of major corporate real estate users in connection with management of their facilities. This includes working with the client's corporate real estate group on leasing transactions for their office, retail and industrial properties as well as acquisitions and dispositions, where appropriate. It may also involve litigation issues related to the facility.
Recently, I have developed a specialty working with Yahoo! on the leasing of large data centers. These are facilities where companies place their mission critical computer infrastructure. I have had a particular focus in crafting these arrangements as real estate transactions rather than license transactions, which is still the norm in that industry. The technical and security specifications for mission critical facilities for major companies of course are extremely important, but it has been my experience that the legal relationships between the vendor and the corporate user are not nearly as secure from the user's standpoint as one might think. The legal rights created under a license structure may not permit a company to stay on the premises following a vendor's bankruptcy or a lease dispute. I think that your readers might consider whether the structure they have in place for their data centers affords them the same level of legal protection as the technical and security protections which are required.
Editor: So you are developing a new legal framework for a relationship that heretofore has been handled as a licensing relationship?
Berkman: That is correct. The point here is that, from the user's perspective, a relationship with the owner of the structure which affords them a real property interest is the one which provides them the maximum amount of protection. Some of my clients own their own facilities, but the ones which do not have a very real need to have as solid a legal relationship as possible. That would include establishing the arrangement as a real property relationship and also obtaining agreements from the building owner and from lenders providing that the client is entitled to stay in the facility in the event of bankruptcy or default on the part of the owner or vendor. Very often the customer has added millions of dollars in value to the owner's infrastructure, which is all the more reason to try to obtain the maximum amount of protection.
Editor: Your practice is complex and requires input from a variety of sources. How have you gone about putting together a team to handle, say, the acquisition and development of a large commercial property?
Berkman: The practice of law is a customer service business, so I consider it my responsibility to allocate the correct resources - the people with the most appropriate experience, knowledge and expertise - to address the client's needs. I always oversee the project, but an associate may handle the day-to-day work, and to the extent the project requires it, I may bring in several associates. This tiering approach, if used correctly, results in a lower overall billing rate, which the client appreciates.
Editor: Partnering between practice groups within a firm and between a law firm and the law departments of the firm's clients is an ongoing theme of our publication. Please tell us of your experience in this area.
Berkman: Because I have had considerable experience with large projects, I have engaged in a great deal of partnering across disciplinary lines and working in interdisciplinary teams. I think this is a considerable selling point for Winston & Strawn. The firm has great expertise in many areas of the law, and it has a strong presence in locations around the world. With the ability to draw upon so much expertise, and in so many locations, the firm provides in-house counsel with the ability to reduce the number of firms it must manage. This also makes for a better legal product, which provides added value to the firm's corporate clients.
With respect to partnering with clients, many of the companies I work with are large enterprises, Fortune 500 type companies with their own legal departments. I may bring a specific expertise to the table, but the company lawyers have a great deal more familiarity with the company's business. This makes for a good partnership, although, of course, the general counsel or company lawyer is always viewed by me as the client.
Editor: How do you interact with partners from other practice groups in a project? Is one partner in charge of the work?
Berkman: On every big project there must be someone who knows the entire transaction, someone who sees that all the parts are working together. So, one person is in charge. The benefit of an interdisciplinary approach is that I have the ability to draw upon the expertise of a variety of practice groups to provide the best possible service for the client. It is my job to see that the contributions made by each of the participants fits into the whole and, of course, to act as contact person and liaison with the client.
Editor: What are the things - if any - one ought to avoid in setting up interdisciplinary teams to handle certain projects?
Berkman: If I am charged with setting up an interdisciplinary team, the one thing I make sure of at the outset is that a partner in every other practice area on the team is at least available to the associate in that area who may be doing the day-to-day work. A partner level lawyer may not be needed all the time, but when he or she is needed that need is often acute. Staffing is only the first step; proper oversight is also crucial.
Editor: Are interdisciplinary teams a temporary arrangement - something pulled together for a specific project - or are they fairly permanent undertakings?
Berkman: For a client engaged in a series of similar transactions, having the same team for each deal is a very positive thing. There are a number of efficiencies that come into play. First, the members of the team get to know the client and the client's business, and that results in a better work product. In addition, to the extent that the team is working on similar documentation for each transaction, not only does the documentation get better as the project goes on, but it also entails less expense for the client. The interdisciplinary team is also of great benefit within the firm. Over time, for example, a real estate lawyer - such as I -- builds up relationships with one or two litigators within the firm, people with whom he has worked and who understand something about his practice. Where his real estate practice interfaces with their litigation practice, they serve as an ongoing resource for him, just as he does for them. These are among the things that distinguish a national firm, and, in my opinion they come together as an operational style that is of enormous benefit to corporate clients.
Editor: Do you see interdisciplinary teams as the wave of the future?
Berkman: They certainly should be. At Winston & Strawn we have an intense focus on our principal clients. We provide advice, and we solve problems. If I can quickly draw upon the expertise and skills of one of my corporate finance partners for one of the clients for whom I am responsible, I can help that client address its legal needs effectively, which we of course hope leads to further engagements. I believe that having complex issues addressed by interdisciplinary teams is going to become more and more prevalent.
Editor: What are your expectations for the next few years?
Berkman: Winston & Strawn is engaged in a major effort to expand on the West Coast, Los Angeles and San Francisco specifically. That was something that was very attractive to me in my decision to join the firm. In a few years I think that Winston & Strawn will be a major presence in Los Angeles and San Francisco, just as it is today in Chicago, New York and Washington, DC. There are changes underway in the practice of real estate law at present, and the firm is committed to its real estate practice. I look forward to participating in a growing real estate operation on the West Coast which will add to the firm's currently strong national real estate practice of about 50 real estate lawyers, and which allows us to serve our clients wherever their facilities are located.
Editor: Is there anything you would like to add?
Berkman: I think that it is important for your readers to find lawyers who understand that they are in a customer service business. Part of my job as a lawyer to major companies is to keep things moving, to get advice to the client in a timely manner and to develop solutions to the client's problems that are reflective of that client's needs. That entails proper allocation of the firm's resources and proper staffing of projects - on an ongoing basis. Winston & Strawn is committed to this kind of service.
Published May 1, 2004.
