Navigating Real Estate Transactions Involving Companies

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Commercial real estate transactions are vital to business and represent some businesses’ most strategic and capital-intensive decisions. Whether acquiring a new headquarters, scaling logistics capacity, or securing long-term investment assets, these transactions have significant financial implications. 

In the United States, commercial real estate investment volume for 2024 reached $372 billion, a 10 percent increase from the previous year. This was driven by strong performance in sectors such as industrial, multifamily, and data centers.

Yet, these transactions are far from routine. They require careful navigation of legal, environmental, and regulatory considerations. This article serves as a legal and strategic guide for businesses engaging in real estate transactions, focusing on due diligence, legal structuring, emerging trends, and the critical role of legal counsel.

Key Legal Considerations in Business-Focused Real Estate Transactions

The legal landscape of America’s commercial real estate is complex, with multiple domains intersecting across federal, state, and municipal levels. Success hinges on early identification and resolution of legal risks.

Zoning and Land Use

The first consideration is zoning and land use compliance. Zoning ordinances determine permissible land uses and define building parameters such as height, density, and setback requirements. Businesses must verify whether a property’s current zoning aligns with their intended operations. Municipalities frequently revise zoning maps to reflect urban development strategies, so ongoing review is critical.

Environmental Liability and Site Assessments

Environmental liability is a critical concern in commercial real estate transactions. Under the United States Comprehensive Environmental Response, Compensation, and Liability Act–known as CERCLA–the Environmental Protection Agency (EPA) can hold current property owners liable for contamination, regardless of whether they caused it. This strict liability framework means that owners may be responsible for cleanup costs even if the contamination occurred before their ownership.

To mitigate this risk, businesses typically initiate a Phase I Environmental Site Assessment or ESA as part of their due diligence process. A Phase I ESA involves thoroughly reviewing historical records and a site inspection to identify potential environmental concerns. If the Phase I ESA uncovers Recognized Environmental Conditions (RECs), a more detailed Phase II ESA is conducted. This subsequent assessment includes environmental testing, such as soil and groundwater sampling, to detect and confirm the presence and extent of contamination.

By conducting these assessments, prospective property owners can better understand environmental risks and take necessary precautions to avoid inheriting costly liabilities.

The purchase and sale agreement document (PSA) is the legal cornerstone of any transaction. This document defines the scope and terms of the deal, including price, escrow, contingencies, title conditions, and remedies for breach. 

Careful drafting is critical to avoid legal ambiguity, especially regarding environmental indemnities, zoning compliance, and due diligence timelines. Legal counsel plays a central role in structuring the PSA to reflect each party’s obligations and protections.

Conducting Robust Due Diligence: A Non-Negotiable Step

Due diligence protects buyers from hidden risks and ensures alignment between property conditions, market valuation, and business objectives. This phase typically spans 30 to 60 days and encompasses legal, environmental, and physical inspections.

A title review is the first step. Attorneys or title companies examine public records to identify liens, encumbrances, unpaid taxes, or easements. This ensures that the seller can convey a clean title and that no restrictions will impair future use. Most buyers purchase title insurance to protect against post-closing disputes.

Boundary surveys are conducted to verify legal property descriptions, locate utility easements, and identify encroachments. Inaccurate lot lines can derail development plans or violate setback ordinances.

Zoning verification ensures the property is legally permitted for its intended use. A zoning letter or formal legal opinion may be obtained to confirm compliance with current ordinances and future land use plans.

Environmental due diligence includes a Phase I ESA and, if necessary, a Phase II ESA. These assessments identify past industrial use, underground storage tanks, or soil and groundwater contamination.

A lease audit is critical when acquiring income-producing properties. Buyers review rent rolls, lease agreements, and estoppel certificates to confirm rental income, term lengths, tenant obligations, and default clauses. Misstated income or undisclosed lease concessions can distort asset valuation.

Building inspections assess the physical condition of the structure, including mechanical systems, roof integrity, code compliance, and ADA accessibility. Inspection findings often become points of negotiation for price reductions or repair obligations.

Managing Documents

Businesses often implement document management systems to manage the volume of transaction documents—such as zoning letters, environmental reports, lease agreements, and surveys. 

For physical presentations or legal closings, branded legal folders from Company Folders, Inc. can help organize critical documents and present a professional image during negotiations or client meetings.

Responding to Evolving Market Trends

The commercial real estate sector continues to adjust to post-pandemic realities. Among the most significant changes is the transformation of the office market.

Although office vacancy remains elevated, demand for high-end, amenity-rich offices in central business districts has stabilized. In Q4 2024, U.S. prime office vacancy fell to 15.3%, while non-prime space remained at 19.2%, reflecting a preference for quality over quantity. Tenants negotiate shorter lease terms, flexible layouts, and shared amenities to accommodate hybrid work models.

Industrial real estate continues to outperform. E-commerce expansion and supply chain recalibrations have driven demand for last-mile logistics facilities near major metro areas. These assets offer long-term income stability and lower vacancy risk.

Retail properties are undergoing a renaissance, with strip malls and open-air centers being repurposed for medical, fitness, and service-based tenants. This shift reflects consumer preferences for local convenience and essential services.

Environmental, Social, and Governance (ESG) considerations are increasingly central to investment and leasing decisions. Companies now evaluate properties based on energy efficiency, carbon footprint, and sustainability certifications as part of their fiduciary and reputational responsibilities.

Tracking Regulatory and Legislative Changes

Compliance obligations are rising across jurisdictions. Businesses must remain informed about legal reforms directly impacting transaction structure and property operation.

One area of active development is the workaround for the federal State and Local Tax (SALT) deduction cap. Over 30 states have adopted pass-through entity taxes, allowing certain business owners to bypass the $10,000 federal cap and deduct full state tax payments at the entity level.

Energy disclosure and performance laws are gaining traction. New York City’s Local Law 97 mandates that buildings over 25,000 square feet meet strict carbon emissions limits starting in 2024, with financial penalties beginning in 2025 for noncompliance.

Florida and other states have enacted new inspection and reserve study requirements for high-rise and mixed-use buildings in response to catastrophic building failures. These laws enhance structural integrity and public safety, especially in hurricane-prone or high-density regions.

Legal advisors should monitor local legislative calendars and integrate regulatory tracking into asset management protocols to manage compliance risk.

Why Legal Counsel Is Essential

Commercial real estate transactions in the US involve a maze of legal, financial, and operational issues. Experienced legal counsel provides vital support at every stage, from deal structuring to post-closing compliance.

Attorneys draft and negotiate purchase and lease agreements, identify title or zoning issues, interpret due diligence findings, and protect clients from liability exposure. They also help structure transactions tax-efficiently and coordinate closely with lenders, appraisers, and environmental consultants.

Legal professionals continue to provide support post-acquisition by reviewing lease compliance, managing tenant disputes, and ensuring ongoing regulatory alignment.

Legal counsel is not merely a transactional necessity for businesses—it is a strategic advantage.

Achieving Stability Through Strategic Real Estate Investments

Real estate acquisitions and leases are not simple deals—they are strategic investments with long-term business implications. To execute them successfully, businesses must manage legal risks, conduct thorough due diligence, adapt to market realities, and stay ahead of regulatory changes.

With professional legal guidance and a well-coordinated due diligence process, companies can transform these complex transactions into powerful assets that fuel growth and stability in an evolving real estate landscape.