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David Pentlow


David Pentlow, a member of the Firm, is a corporate and securities attorney with a practice emphasis on private investment funds and real estate investment trusts (REITs).

Mr. Pentlow represents investment advisers, investment managers, general partners, private equity funds, real estate funds, hedge funds, venture capital investors and other pooled investment vehicles in all of their activities, including in connection with: (i) fund formation, including both onshore and offshore structures, to accommodate a wide range of investors, liquidity and tax concerns, and asset classes; (ii) executing investment strategies, including those involving trading in equities, public and private debt securities, derivatives, commercial mortgages, and RMBS and CMBS securities; (iii) structuring and executing investment transactions, including public investments in private equity (PIPEs) and registered direct investments in public companies, acquisitions of minority and majority stakes in public and private operating companies, and originating and trading in commercial mortgages, investments in real estate and real estate joint ventures; (iv) negotiating investment management agreements, managed accounts, customized single investor funds, and other direct investment arrangements with clients; (v) compliance with SEC, CFTC, NFA, and FINRA regulations and other applicable state and federal laws and related regulatory examinations; and (vi) negotiation and structuring of credit and liquidity agreements with prime brokers and other lenders;

Mr. Pentlow represents REITS in connection with, among other matters: (i) formation of public and private REITs and related tax and corporate governance matters; (ii) public and private securities debt and equity transactions, including IPOs, follow on offerings, private placements, registered direct offerings, rights offerings and alternative financing arrangements; (iii) public and private merger and acquisition transactions; (iv) acquisitions of investment properties, including acquisitions in exchange for REIT operating partnership units; and (v) joint ventures in real estate or holding companies.

Also in the real estate space, Mr. Pentlow represents developers, investors and owners in joint ventures, acquisitions and dispositions of interests in corporate holding entities, leasing, management agreements, and development agreements.

He has also represented numerous public and private companies as outside general counsel, including in connection with employment agreements, license agreements, vendor agreements, supplier agreements and leases.

Mr. Pentlow serves on the board of the Resource Foundation, a not-for-profit corporation focused on charitable activities in Latin America, and has counseled the Resource Foundation and other not-for-profit entities on state not-for-profit corporate law issues, both on a paid and a pro bono basis.

Mr. Pentlow received his undergraduate degree from Harvard University and his Juris Doctor degree from Georgetown University.  He is admitted to practice law in the State of New York.