Senior Housing

Perkins Coie’s cross-office Senior Housing industry group is dedicated to providing legal services at the highest levels to clients doing business in or entering this market. We have represented many of the country’s most prominent owners, developers and managers, but we also work with many emerging and smaller companies. Our experience and commitment to the industry give us a special understanding of market factors and the business and legal issues our clients face. This, together with our geographic breadth, allows us to provide services efficiently and to look for practical and creative ways to meet client objectives. Furthermore, our experience in the industry encompasses a wide range of transactional, real estate, employment, tax, securities and litigation matters, as well as other services that further enhance our ability to serve our clients.

Transactional

The Senior Housing group has extensive experience assisting clients with asset and equity acquisitions, dispositions and mergers, and all related matters, including tax and regulatory analysis, asset evaluations, confidentiality agreements, letters of intent, and post-transactional escrow and noncompetition arrangements. We also regularly assist senior housing clients in a range of public and private financing matters, including public and private offerings, mezzanine financing, and credit lines. We have assisted both profit and not-for-profit clients with affiliate and joint venture entity structuring and restructuring, including the formation of corporations, limited liability companies, partnerships, trusts, and the establishment of joint ventures and fractional interest structures. In addition, we have helped clients with cross-border transactions, federal and state tax matters, service agreements, asset leasing and licensing, and a range of resident, deposit, escrow, marketing and other operational agreements.

Real Estate

Our lawyers regularly handle real estate matters for our senior housing clients, including real estate and facility development projects, acquisition and disposition transactions and due diligence work. We counsel clients on all types of real estate permitting, and land use and governmental entitlements. We have experience with single property, multiple property and multistate portfolio transactions, campus and high-rise facility developments, and condominium and mixed-use projects. Our experience includes dealing with all types of real estate secured financing and refinancing transactions, including property acquisition, construction and permanent loans, taxable and tax-exempt bond financing. We also manage other credit-enhanced loans, HUD loans, subordinated loans, and low-income housing, as well as other tax-credit transactions. In addition, we frequently advise clients on ground leases and commercial leasing matters, operational and development easements, joint-use and project development agreements, real estate entity ownership structuring, environmental and natural resource matters, and construction, design, development and property management agreements.

Employment

Our senior housing industry clients turn to us for assistance on a full range of labor and employment law matters. We provide assistance on matters involving employee discipline and discharge, employee rights and privacy, employee handbooks and policies, wage-hour issues, medical accommodations and leaves, hiring practices, and a wide variety of other employment matters. We also routinely represent senior housing industry clients in litigation matters and administrative proceedings, including employment discrimination lawsuits, noncompete agreement lawsuits, and discrimination charges before the EEOC and state antidiscrimination agencies.

Litigation

We represent clients in a wide variety of litigation matters related to senior housing, including federal and state court litigation, mediation, arbitration, and regulatory proceedings involving individual lawsuits and class actions. We have specific experience defending consumer protection, breach of contract, breach of fiduciary duty and related claims by residents and resident groups. Our litigators also provide counseling to clients on ways that they can minimize their litigation risks with respect to the development and operation of various types of senior housing facilities.

Tax

Our lawyers provide advice to clients on federal, and state and local tax issues. We focus on federal tax issues that arise from business or corporate transactions, such as reorganizations, mergers, acquisitions, joint ventures, spin-offs and other dispositions, leveraged buyouts, and financings, including transactions undertaken by clients that own and/or operate assisted living or other senior housing facilities. We also counsel clients on the federal income tax aspects of executive compensation, equity incentive plans, intellectual property transfers, commercial finance and leasing arrangements, debtor⁄creditor workouts and bankruptcy, and cross-border transactions, as well as audits, appeals proceedings and tax litigation.

We also have lawyers who focus on counseling tax-exempt organizations, including assisted living facilities that are tax-exempt organizations as well as tax-exempt organizations that support assisted living facilities, on a wide variety of issues.

Our state and local tax lawyers advise companies doing business throughout the United States, but have a particular emphasis on the Pacific Northwest (Washington, Oregon and Alaska). They provide a full range of services relating to state and local taxes, including tax planning in order to minimize state/local tax costs of regular business operations and major transactions. They also assist with all varieties of state and local taxes, including sales, use, net income, gross receipts, property or ad valorem, real estate transfer, leasehold excise and other business taxes. When litigation does occur, our state and local tax lawyers have substantial experience both in court and at administrative levels.

Intellectual Property

Our intellectual property lawyers have considerable experience at the state, national and international levels in trademark, service mark and copyright protection and registration, licensing and infringement claims, trade secret protection, and property and business branding and rebranding. We also regularly counsel clients in software licensing and other technology-related issues, including matters related to Web and Internet usage.