Thomas D. Kearns

Practice Areas

• Real Estate Law

• Ground Leases

• Distressed Real Estate

• Real Estate Joint Ventures

• International Law

• Air Rights Law

• Commercial Condominiums

• Development - Office, Residential & Hotel

• Joint Ventures & Strategic Alliances

• Property Financings

Career

Master deal-maker, Tom Kearns navigates the complexities of real estate transactions, structuring, negotiating and closing complicated, high-value deals and co-ownership arrangements.

Tom represents owners, operators and developers in the acquisition, financing, development, ground leasing, and sale of significant properties. His experience includes office towers, commercial condominiums, industrial, healthcare, retail and mixed-use facilities, film studios, land assemblages, air rights acquisitions, and residential properties.

With exceptional skill and technical know-how, Tom carefully crafts deals, structuring joint ownership arrangements in their many forms, from partnerships, LLCs, and joint ventures to tenants-in-common, REITs, syndications and corporate ownership arrangements. Clients benefit from his innate understanding of how best to structure their relationships and establish the parameters of their strategic alliances.

Tom is well versed in structuring programmatic ventures across multiple assets. He also brings deep knowledge of compliance issues and federal and state securities laws, smoothly and efficiently helping clients ensure they meet regulatory requirements. He has led Olshan’s team in closing some of the most impressive deals in recent years including a client's $600 million property sale to a joint venture in what M&A Advisor later named its “Private Equity Deal of the Year.”

Tom is one of Manhattan's leaders in the purchase, turnaround, and sale of office buildings and has handled numerous workouts of ground-leased hotels. He has vast experience in commercial condominium structuring arrangements and has devised sophisticated condominium agreements, including ones for not-for-profit entities that enable them to claim real estate tax exemptions. He also represents professional sports figures and other high-net-worth individuals in their residential property transactions in New York.

Professional Memberships

• American Bar Association

• New York State Bar Association

• Board of Directors, Broadway Housing Communities

• Chair, Historic Properties Fund, an affiliate of the New York Landmarks Conservancy

• Board of Directors, New York Landmarks Conservancy

• Real Estate Committee, The Jewish Board of Family and Children’s Services

Publications

Tom has a bi-monthly column for the New York Real Estate Journal, a leading industry newspaper, and maintains an active X account @TDKearns.

Personal

• Elected a Fellow of the American College of Real Estate Lawyers (ACREL), class of 2015

• Named a “Leading Lawyer” in Real Estate: Mainly Dirt by Chambers USA, 2022-2024

• Recognized in The Best Lawyers in America® for Real Estate Law annually since 2019

• Named to Lawdragon 500 Leading Global Real Estate Lawyers, 2024

• Named annually to the Super Lawyer by New York Metro Super Lawyers list since 2006

Work Highlights

• Represented Kaufman Astoria Studios in the sale of the historic, century-old studios to the joint venture of Hackman Capital Partners and Square Mile Capital Management.

• Represented the owner of a downtown Manhattan office building in its conversion to residential condominiums, including the termination of all office leases, a tax freeze for the property, the condominium offering plan, and unit sales.

• Represented sponsors of a programmatic joint venture with a “co-GP” structure, clawbacks, and well-defined exclusivity and approval processes.

• Represented developers or fee owners in the ground-up developments at the following properties: 72 Sullivan Street, 80 Flatbush Avenue, 57-59 Irving Place, 231 Tenth Avenue, and 206 West 17th Street. Major renovation projects include the 212 Fifth Avenue condominium and various buildings in the “Ring” office portfolio.

• Represented ImmunityBio, Inc., a clinical-stage immunotherapy company, in a definitive agreement to acquire a leasehold interest in 409,000 square feet of ISO Class 5 pharmaceutical manufacturing space in western New York and certain related assets from global pharmaceutical company Athenex, Inc.

• Represented an industry-leading cancer research institution in a long-term ground lease to construct a seven-story building to suit the institution on a parcel located on the Upper East Side of Manhattan. We then created a leasehold condominium for the institution to permit the client to obtain a tax exemption under Section 420-a of New York's Real Property Tax Law. The client then cooperated with the landlord to allow a $130 million mortgage on the fee estate.

• Represented the New York City Partnership Foundation Inc., an affiliate of the Partnership for New York City, pro bono on a bridge loan for the development of a Senior Center on Staten Island by The Metropolitan Council on Jewish Poverty, a nonprofit social services organization, which is calling the center the first affordable housing complex of its kind in the city. See Crain's New York Business for press report.

• Represented Metropolitan College of New York, a college founded in 1964 by educational pioneer Audrey Cohen, in purchasing a commercial condominium to house its growing college programs within a $40 million development known as the Triangle Plaza Hub in the South Bronx. The construction and purchase of the condominium was financed using New Markets Tax Credits. The Real Deal reported on the purchase.

• Represented a joint venture between Kaufman Organization and Principal Life that executed 99-year ground leases on four New York City office buildings from Extell Development in a deal valued at approximately $135 million. The properties are located at 119-125 West 24th Street, 13-15 West 27th Street, 19-21 West 24th Street, and 45-47 West 27th Street. The buildings were part of the portfolio owned until recently by Michael and Frank Ring. The Wall Street Journal, New York Law Journal and The Real Deal reported on the deal.

Expert in these Jurisdictions

• New York

• New Jersey

Education