Elizabeth A. Willes



Elizabeth Willes represents real estate owners, investors, and developers in connection with all phases of the acquisition, management, development, leasing, financing and disposition of retail, residential (including multi-family and student housing), office and industrial properties. A significant amount of her practice involves the representation of institutional investors, including public pension funds, in investments in all areas of real estate investment, including through joint ventures with national and local developers.

Joint Venture Transactions

Elizabeth’s practice has a particular focus on the analysis, structure, drafting and negotiation of a wide range of domestic and international joint venture transactions and relationships, including separate accounts, platform joint ventures, single asset ventures and development projects. In connection with such joint ventures, she also handles the drafting and negotiation of guaranties, development management agreements and asset management agreements. Elizabeth’s joint venture practice includes representation of both the operator/ developer side, and the investor side. Working for both types of clients provides Elizabeth with a balanced perspective that helps achieve successful venture formation in an efficient manner.

Acquisitions And Dispositions

Elizabeth has structured, negotiated, and documented all types of real estate acquisitions and dispositions, including large portfolios across multiple states. She handles all aspects of purchase and sale transactions, including in-depth title and survey and other due diligence review and analysis, borrower-side financing, and transaction structuring. Elizabeth also has experience in the purchase and sale of ground leased properties and of membership and partnership interests, as well as in analyzing investments in other co-investment vehicles.

Commingled Funds

Elizabeth frequently represents pension funds in domestic and international commingled funds investing in real estate assets, both at the time of subscription and during the term of the fund.

Business Minded Approach

Clients appreciate Elizabeth’s ability to be a practical lawyer and consider the business aspects of a transaction as well as the legal intricacies.  In the course of her career she has represented all types of investors and developers, from individuals to publicly-traded REITS to institutional investors, and is sensitive to the timing and responsiveness required in today’s marketplace.  Elizabeth’s expertise and depth of experience representing all sides of transactions (both tenants and landlords, lenders and borrowers, buyers and sellers, developers/sponsors and investors) give her a unique and well-rounded perspective of any transaction.


Represented a California pension fund investor in the negotiation of a joint venture with a division of the Korean government to invest $300 million in equity and obtain a loan of $310 million to acquire a one million square foot, 12 building corporate campus in Santa Clara, California.

Represented a multi-family housing developer in the negotiation and formation of a joint venture with a local real estate investor and the negotiation of a preferred equity investment by a publicly traded REIT for development of $123 million multi-family housing project in Woodland Hills, California. The representation also included handling the construction financing from JP Morgan Chase.

Represented a student housing developer in the initial acquisition and joint venture with a local developer of land for redevelopment, and a subsequent joint venture with a New York based hedge fund for development of a 1,039 bed, $193 million high-rise student housing project in San Jose, California.

Represented a California pension fund investor in making a $200 million investment in a platform joint venture with a New York based operator for the development of single family homes and finished lots in target market areas on the East Coast of the United States. The joint venture contemplated that additional ventures would be formed with local developers in each target market area.

Represented an institutional pension fund investor in the formation and maintenance of 2 separate account vehicles with developers and operators of industrial properties for a commitment by the investor of $200 million for each vehicle.

Represented Brixton Capital in the due diligence and acquisition of the Everett Mall in Everett, Washington. The representation includes ongoing asset management, leasing and operational matters related to the repositioning of the property.

Represented a student housing developer in the formation and negotiation of a joint venture with a private Chinese backed investor for the development of a 750 bed, $89 million student housing complex in Sacramento, California.

Represented Brixton Capital in the due diligence and acquisition of the Sherwood Mall in Stockton, California. The representation also included the negotiation of financing from Umpqua Bank.

Represented a California pension fund in the negotiation of a joint venture with a Texas-based international development company for the acquisition and development of two parcels within Atlantic Station, in Atlanta, Georgia, including various parking arrangements, development agreements and property management aspects. The parcels are to be developed with creative office space over ground floor retail.

Represented a large California pension fund in the disposition of a portfolio of 14 student housing properties in 7 different locations in the Eastern United States for a combined sale price of $339 million.

Awards &

Professional Affiliations

  • California Bar Association and Real Property Section, Member
  • NAIOP San Diego Chapter Member
  • Surfrider Foundation - San Diego Chapter, Advisory Board Member
  • Myanmar-Burma Children's Hope Fund, President

Bar and Court Admissions

  • State Bar of California


  • J.D., University of California, Berkeley School of Law (Boalt Hall), 1993
  • B.S., University of Southern California, 1990