Mr. Downs represents developers, landowners, homebuilders, investors, lenders and other businesses in a wide variety of sophisticated real estate transactional matters. His practice includes structuring, negotiating and drafting purchase and sale agreements, space leases (representing both landlords and tenants), ground leases, joint venture agreements, tenant in common arrangements, and real estate secured loans. Most recently, Mr. Downs has represented a fortune 500 company and several public homebuilders in negotiating and documenting the acquisition and disposition of multiple types of real estate assets such as large tracts of un-entitled raw land, fully entitled finished lots, office buildings, industrial buildings and troubled projects. In addition to documenting these transactions, he assists his clients in their real property due diligence investigations and provides comprehensive review of title, leases, and contractual obligations affecting the property.
Mr. Downs also currently represents the developer of a master planned community in its lot sales to merchant builders, its large scale construction projects, and various transactional land use matters affecting the community. This representation includes negotiating and documenting complex profit participation agreements, land use restriction agreements, rights of first refusal and repurchase options as well as preparing multifaceted construction bid and contract documents for grading, wet and dry utilities, roads and other surface improvements, bridges, parks and landscaping.
Mr. Downs has also represented regional and national lending institutions in a wide variety of real estate secured loan transactions including negotiating and documenting standard and revolving construction loans, real estate syndication/participation loans, REMIC conduit loan packages, and mezzanine financing. He also has extensive experience representing both borrowers and lenders in loan workouts, inter-creditor and mechanics' lien and stop notice disputes, the California "one action" rule and anti-deficiency issues, and foreclosures.
Mr. Downs previously taught a legal writing course at Chapman University School of Law. Mr. Downs is a member of the Orange County Bar Association and the State Bar of California. He is actively involved with his local Presbyterian church and in various community groups.
Education
Mr. Downs received a Bachelor of Science degree in finance and accounting (double concentration) from California Polytechnic State University, San Luis Obispo in 1995, summa cum laude. Mr. Downs received his Juris Doctor degree in 1998 from Duke University School of Law where he was a staff editor of the Duke Journal of Comparative and International Law. In addition to his studies, Mr. Downs spent a semester clerking for the United States' Attorney's Office for North Carolina.
Past Experience
Following graduation from law school, Mr. Downs clerked for the Chief Judge of the South Carolina Court of Appeals before joining Bryan Cave LLP in the fall of 2000. During his nearly four year tenure with Bryan Cave LLP, Mr. Downs practiced in the real estate and banking/structured finance departments. Mr. Downs joined Deverich & Gillman in 2004.