Hospitality, Resort and Timeshare
- Holland & Knight’s Hospitality, Resort and Timeshare Group has extensive breadth and depth of knowledge and experience, built from seasoned, capable lawyers with a deep understanding of niche areas of domestic and international law.
- Our team understands the intricacies of the laws that impact your business – and just as important, we have our pulse on the current business issues impacting hotels, resorts, golf and membership clubs, and timeshare and fractional projects, from development to management and operations.
- Our team is highly responsive to market changes, creatively adapting as circumstances demand, to offer you cutting-edge counsel on evolving legal issues affecting every aspect of the industry, from development, acquisitions, dispositions and operations to financing, restructuring and foreign investment.
Holland & Knight’s Hospitality, Resort and Timeshare Group is composed of highly skilled, experienced attorneys who have been practicing in industry-focused areas of law for many years. The diversity and depth of experience within our team enables our attorneys to serve as a one-stop resource for clients with varying interests throughout the hospitality industry. Because of the expansive geographical and global reach of our practice, we are able to represent clients almost anywhere in the world.
Our experience includes transactions and developments involving hotels, resorts, timeshare and fractional projects, golf resorts, restaurants, theme parks, casinos, mountain and urban communities, cruise lines and mixed-use projects. Our clients' interests span the globe, from Manhattan and other national and international urban settings, Caribbean and other island settings and throughout Asia. Our team is regularly involved in projects from 6-star luxury to limited service on behalf of owners, developers, brand licensors and brand and independent operators. Many members of our team are bilingual, allowing us to bring valuable cultural knowledge and awareness when structuring deals for foreign investors, whether in Spanish, Mandarin or many other languages.
Our team is structured to bring our clients the benefit of our experience in key niche areas, including:
Acquisitions and Dispositions
Holland & Knight attorneys represent both buyers and sellers in the acquisition and disposition of hotels, residential and mixed-use facilities, land, parking facilities, and ground and air rights leases as well as in zoning, financing, construction and development of hotels, resorts, golf courses and their related amenities. This work includes project due diligence, analysis of applicable zoning, title and land use, review and advice on franchise and management agreements, employment and union advice, structuring and negotiating the investment, financing of the asset being acquired, and understanding and advising on the effect of various laws, concessions and governmental regulations (both foreign and domestic) governing the property.
Much of our recent work in acquisitions and dispositions has involved distressed asset sales through receivership, foreclosure and bankruptcy for clients ranging from private equity and opportunity funds to traditional and mezzanine lenders and borrowers, foreign investors, institutional owners, real estate developers, and international hotel owners and operators. We take a special interest in analyzing assets of mixed-use resorts and clubs, timeshares and fractional properties and branded residential projects, which typically involves multiple declarations and covenants, as well as analysis of developer control, declared rights, and risks associated with successor developer, environmental and lender liability. Many of our team members are multilingual and have spent significant time abroad, and their experience provides a valuable backdrop of cultural knowledge and awareness when structuring deals for foreign investors and clients.
Financing and Restructuring
Our team is both experienced and comfortable helping clients navigate the challenges that the economic downturn has brought to the hospitality industry. We have established an interdisciplinary team focused on providing creative solutions to troubled industry projects on behalf of owners, developers, investors, opportunity funds, brand operators, franchisors and lenders. Our work in this sector includes creative loans and restructuring, note purchases, receivership and bankruptcy sales, deeds-in-lieu and foreclosure sales, and advice on securitized loans and various debt/equity positions in the capital stack.
Hotel Management and Operation
Holland & Knight attorneys are well-versed in the varied issues involved in the preparation and negotiation of long-term hotel management and franchise/license agreements – from legal and business concerns to the nuances of deal making. Our operator clients include brand managers, third-party independent managers, owners and hotel companies managing their own properties and independent third-party managers, and we also represent owner clients ranging from hotel and mixed-use developers and investors to opportunity funds and foreign investors.
We have structured management programs for operators and reviewed management in light of pending industry litigation and renegotiation driven by economic circumstances and foreclosures. Our attorneys also have deep experience in qualified management agreements. In addition, we have negotiated management and license agreements for both owners and operators, and within the context of joint ventures, qualified management.
We counsel hospitality clients on all aspects of hotel operations, including formulating and implementing revenue management strategies and the negotiation of group, meeting and other sales contracts, procurement agreements, property level contracts, agreements and leases. Because we also represent tour operators, airlines, cruise lines and travel consortia, we understand the travel and tourism business, enabling us to effectively assist our hospitality clients in achieving the maximum strategic and contractual benefits of their relationships with these entities.
Mixed-Use Resort Development
Our Hospitality, Resort and Timeshare Team represents a wide range of clients involved in mixed-use resort development. Holland & Knight attorneys have been pioneers in structuring and creating forward-thinking resort communities, both within the United States and internationally, utilizing novel ownership and assessment structures, sustainable community concepts, and shared facilities use and cost allocations. Our work has involved structuring and preparing the association and community governance documents that establish and govern the resort or residential development, including master declarations and CC&Rs, sub-association and condominium declarations, reciprocal easement agreements, shared facilities and cost sharing agreements, and the formation of owners associations that manage and govern the community. Our work also involves preparing reservation, escrow and purchase and sale agreements, sales and marketing agreements and the registration of residential product for offer and sale in target jurisdictions under federal and state laws.
Our team understands that managing the resort community and the projects within it is critical to the smooth operation of the community as a whole. Our lawyers are familiar with the nuances of association management and routinely prepare association management agreements, rental program agreements, design guidelines and other related community association documents. Often our work involves a major hospitality brand and includes negotiating the hotel operating or license agreement, residential management agreements, sales and marketing license agreements and related documents.
Much of our work with mixed-use resorts has involved communities with a complex relationship of projects and uses, including hotel, condominium, condo-hotel, fractional, timeshare, destination club, golf course, marina and other major amenities, dedicated open space and significant natural amenities, golf course and other club amenities, entertainment venues and facilities, major transportation facilities such as airports, marinas and roadways, public and private access and use areas and environmentally sensitive areas. Our team has broad-based knowledge and experience surrounding the integration and support of these facilities to further the creation of a financially viable and self-sustaining community.
Our involvement in a resort community typically begins with a strategic planning "charette" among all project professionals to plan and structure all aspects of the project, taking into account the unique aspects of the particular community, applicable local laws and governmental restrictions, and the developer’s goals and master plan for the project. This phase of our work involves the intense focus of seasoned members of our Global Hospitality, Resort and Timeshare Team in planning and structuring the resort land use plan and components of the resort community; negotiating development, governmental and tax concessions with the various governmental agencies having jurisdiction over the project; and drafting and implementing the agreements that come out of these meetings.
Fractional, Timeshare and Destination Clubs
Holland & Knight has extensive national and international experience in timeshare law and the related areas of fractional resorts, private residence clubs and destination clubs. Our team has counseled owners, developers, lenders, hotel companies, governmental agencies and owners’ associations, along with marketing, management and exchange companies ranging in size from small private entrepreneurial ventures to Fortune 100 companies. We have assisted clients in developing a broad range of products, including deeded and non-deeded single site properties and points-based multisite vacation clubs. Our work has also involved high-profile acquisitions, dispositions and financings of timeshare and fractional resorts – matters that have involved multisite projects, construction and timeshare hypothecation loans, receivables securitizations, and more recently, foreclosure and bankruptcy proceedings. Our team also represents hotel companies that have entered the market with branded product offerings. For these, we have assisted with structuring offerings and provided advice on the regulatory aspects of the business.
Our work with fractional properties began nearly a decade ago, when we structured and documented some of the first fractional resort projects to enter the market, and our work has evolved with the market to now encompass private residence clubs and destination clubs. Our lawyers have particular experience in creating and structuring complex product offerings, including offering fractionals in a mixed-use setting. We also work with destination clubs, where our lawyers have created and structured some of the first offerings to appear in the market (both equity and non-equity) and are well-steeped in the business and regulatory issues affecting this new product type.
Our team brings years of experience and deep understanding to our work on the legal issues surrounding timeshares. Since timeshares can involve a number of state and federal regulations, depending on the product structure and the jurisdictions where the product will be offered for sale, a knowledgeable team is key. For that reason, we have built a team of attorneys with extensive experience in state registration of timeshare and fractional products, registration under the Federal Interstate Land Sales Act, and the application of other federal and state laws to the sales and marketing process. We practice with a commitment that our work supports our clients’ marketing efforts within applicable regulatory frameworks, using creative ideas and structures to accomplish these goals. Our team of lawyers maintain working relationships with state and federal regulators, and we are frequently designated as special counsel to negotiate agreements with governmental authorities in this regard.
Our Hospitality, Resort and Timeshare Team has extensive experience in structuring and preparing all types of club membership program documents, including founder membership offerings, membership plans, articles and by-laws, rules and regulations, membership agreements, frequently asked questions, club management agreements and other related club documents for golf, marina, spa, tennis, equestrian, dining and other forms of membership clubs. We pay particular attention to securities laws issues and tax implications of the membership program, whether it is a non-refundable initiation fee, refundable deposit or equity contribution styled program. In cases where recreational facilities are shared, we negotiate and prepare access and use agreements as well as cost sharing arrangements to provide for access and use of facilities by competing groups such as property owners, members and resort guests as applicable.
Golf Acquisition, Development and Management
In addition to our experience with membership clubs generally, our Global Hospitality, Resort and Timeshare Team's particular experience in the golf industry is vast. Our experience includes acquisitions and sales; architectural, design and construction contracts; management and operating contracts; leasing and concession agreements; equity infusion; and both real estate and mezzanine financing relative to golf facilities. In addition, we have represented clients and successfully resolved environmental and title issues, as well as zoning, land use and permitting issues. Our active role in leading golf industry associations helps to maintain our deep knowledge and years of experience in the golf industry.
Domestic and International Taxation
Holland & Knight attorneys advise domestic and foreign business entities on all aspects of federal, state and local tax laws applicable to the hospitality industry in the United States and abroad. In planning for international clients, we have gained extensive knowledge of the laws of various foreign jurisdictions, including treaty and non-treaty countries in developed and emerging markets. Our tax lawyers have substantial experience in tax planning for such clients, including the use of sophisticated structures to achieve global tax minimization. We also serve as lead or associate tax counsel, coordinating with in-house tax departments and other outside tax advisors, such as major accounting firms, and foreign counsel, in structuring mergers, acquisitions, financings and other significant matters and assignments for clients in the hospitality industry.
Litigation and Bankruptcy and ADR
Our Hospitality, Resort and Timeshare Team has broad experience in bankruptcy matters, including receiverships, debtor in possession financing, adequate protection issues, preparation of reorganization plans and the disposition and sale of assets by bankruptcy estates.
We also have wide-ranging experience in industry-focused alternative dispute resolution and litigation, where we are aggressive advocates for our clients. We recognize that in some cases, bad press can be even more devastating to your bottom line than the measurable costs of a protracted trial. Consequently, when in your best interest, we will employ every reasonable alternative dispute resolution method to avoid the costs and public exposure of litigation. Our team includes lawyers trained in mediation and arbitration strategies and tactics, including a number of lawyers who are certified arbitrators and mediators and serve the industry as neutral parties.
Land Use and Environmental
We also provide comprehensive environmental analysis and legal services for our hospitality clients. Specifically, we assist in meeting environmental requirements (for example, wastewater and storm water permitting, wetlands development approvals and environmental assessments, zoning), and provide environmental due diligence investigations, auditing and counseling on risk-based corrective actions. In many other areas of the world, environmental impact assessments also deal with social impacts.
Labor and Employment Law
Labor laws significantly impact the hospitality industry. We negotiate and interpret collective bargaining agreements, ensuring the continuity of projects in the face of labor disputes, and we assist clients in complying with employment laws such as those regarding age, race, gender, and disability discrimination, equal employment opportunity issues and sexual harassment. We also handle claims arising under employment agreements, such as covenants not-to-compete, wrongful discharge claims and WARN Act matters.
In the event you want to obtain a decision in a case, we will litigate any dispute arising from the employer-employee relationship. We are skilled trial lawyers who have represented employers in labor and employment cases before federal and state courts, administrative agencies and arbitrators in most jurisdictions across the United States.