During more than thirty years of practice, Mr. Landfield has represented a diverse group of clients engaged in all phases of their business and economic activities, from formation of a venture to the end of its life cycle, with particular emphasis on helping these clients in significant transactions.

Corporate

He has been lead counsel in numerous complex corporate transactions, such as public and private financings and mergers and acquisitions, as well as inbound investment (from Western Europe) and outbound investment (to Central Europe), and the option sale of mineral interests. He is regularly advising on commercial transactions and general counseling on a wide variety of legal problems. He is an experienced real estate practitioner, with particular expertise in development and finance and representing buyers and sellers of portfolios of properties. His clients have included a French construction company and its American subsidiaries, a French manufacturer and developer of "smart cards," a large commercial printer, a German software company, a Philippine gold mining company, a major publicly held real estate investment trust, a major U.S. developer of office and commercial buildings, a French development company, European real estate investors, a major professional association, a trade association in the health care field, as well as investment banking firms, new ventures, individuals, and charitable and educational entities.

In addition to his corporate and real estate practice, Mr. Landfield has been involved in a variety of litigation and regulatory matters. He has argued a federal preemption case in the United States Supreme Court. He recently obtained amicus curiae status for a foreign government and presented arguments relating to the application of a treaty between that country and the United States to a commercial dispute. As counsel to a Blue Cross plan in connection with the State of Maryland's efforts to regulate hospital rates, he conducted a trial challenging the state agency's organic legislation, briefed and successfully argued two appeals to the state's highest court, as well as participated in numerous hospital rate proceedings. He has also handled matters before a variety of federal regulatory agencies, including the Securities and Exchange Commission, the Food and Drug Administration, and the Environmental Protection Agency.

Represented a real estate investment trust in acquiring a portfolio of 3.5 million square feet of distribution and office/industrial space located on about twenty properties, primarily in Virginia; represented the REIT in selling an office park consisting of five properties and eight buildings; represented the REIT in acquiring an office/light manufacturing building.

Represented a U.S. developer in leasing and financing the first phase of an industrial park in Warsaw, Poland, with the anchor tenant being a Fortune 500 company and construction and permanent financing being provided by the Polish Development Bank.

Represented a major U.S. developer in financing, through a participating mortgage take-out of a construction loan, constructing, and subsequently leasing a 200,000 square foot office building; also in working out appropriate easement and other arrangements with another parcel, allowing for maximum development of both.

Represented an entrepreneurial developer in financing, acquiring the land for, constructing, and subsequently leasing an office and light manufacturing, warehouse building.

Represented a partner in a major U.S. developer organization in restructuring two partnerships so that other partners could sell their partnership interests to a financial institution in satisfaction of unrelated obligations owed by them to the institution.

Represented a group of partnership entities of a major U.S. developer organization in selling an office/research and development park consisting of five properties with ten buildings, including one property in bankruptcy reorganization, two properties subject to an as yet uncompleted condemnation for road purposes; on behalf of related entities owning nearby undeveloped properties, negotiated arrangements with the purchasers in connection with the annexation of the developed and undeveloped properties into an incorporated municipality.

Represented the Belgian developer of a 140 acre industrial park, in the acquisition, financing (through admission of a French joint venture partner), development of the infrastructure, preparation of restrictive covenants, and sale of the property, and day-to-day management of the entity's affairs.

Represented a French construction company in acquiring American assets, including representation in acquiring two of four regional contractors and in investing in numerous real estate projects; subsequently advised on capital structure and documenting capital infusions and restructurings. Represented a related offshore entity in making numerous investments in real estate projects in the Bahamas, California, Florida, Texas, and Louisiana, and in subsequent foreclosures, restructurings, and work-outs.

Represented a partnership managed by the French construction company in investing in an office building to be constructed in downtown San Francisco, in placing a first mortgage on the building after completion of construction, and in selling the building to another French company. Other Related Client Matters in which Mr. Landfield was lead counsel

Represented a team of French companies in bidding for and negotiating the project agreements (including a basic agreement, construction agreement, operating agreement, and guarantees) for a waste-to-energy plant for a municipality in New York State, financing for which would have been provided by municipal revenue bonds.

Represented a Philippine mining company in selling to a joint venture of Canadian companies an option to acquire rights to explore, develop, and mine a world class gold mine in Davao, Philippines.

Leasing

Negotiated leases for at least 700,000 square feet of office space and several hundred thousand square feet of "flex" and warehouse space; reviewed large lease portfolios; in representing landlords, drafted lease forms to be used for projects and negotiated leases based on the form; represented developers leasing new space and tenants seeking to lease space; worked with leases in D.C., Maryland, and Virginia. Presently represents the REIT in leasing its office properties in Maryland.

Other Experience

As Chair of the Holton-Arms School Buildings and Grounds Committee, guided the School and the Board of Trustees in developing and implementing a project to convert the gymnasium into a theater, construct a double gymnasium and a pool. During the planning and development phase, the Committee interviewed and selected architects and contractors. During the construction phase, was Chair of the construction subcommittee which represented the School in the actual construction work.

Represented a trade association, as amicus curiae, in the U.S. Court of Appeals for the Eleventh Circuit and the U.S. Supreme Court, including oral argument in both courts, in arguing in support of an association member that federal law preempts local regulation of certain of the member's activities.

Represented the Government of Denmark, as amicus curiae, in arguing, in a case in U.S. District Court in Oregon and in the Supreme Court, that the Treaty of Friendship, Commerce and Navigation between Denmark and the United States required application of Danish law to the question of a Danish corporation's liability for the acts of its partial subsidiary, a U.S. corporation.

Advised an electronics firm in connection with its efforts to sell air defense systems to the Ecuadoran Air Force and negotiated and documented arrangements among the U.S. team members.

Real Estate

Mr. Landfield's real estate practice includes representing American and European real estate investors and developers and a real estate investment trust in the acquisition, development, construction, financing and disposition of properties, and in leasing matters. An experienced real estate practitioner, he has particular expertise in development and finance and in representing buyers and sellers of portfolios of properties. In addition, he has represented numerous tenants in the negotiation and renegotiation of leases. He has been involved in transactions throughout the United States, and has represented an American developer of an industrial park in Central Europe. For a number of years, as general counsel to the United States division of the second largest French construction group and as a director of that entity's holding company for a group of construction, design and engineering companies, he was actively involved in legal aspects of its real estate investments.

Mr. Landfield is a member of the American Bar Association's Corporation, Banking and Business Law section and its International Law section and is a member of the District of Columbia Bar Association's real estate law section. He served as a trustee of The Holton-Arms School in Bethesda, Maryland for nine years, was Chairman of the Buildings and Grounds Committee during a major construction project, and, as Chairman of its Finance Committee, guided the school through the financing of a substantial facilities improvement project. He has been active in college alumni activities and was recently Chair of his 35th college reunion. During 1990-91 he was a director of the Washington chapter of the French-American Chamber of Commerce. He has been General Counsel to The European Institute since 1991.

Background

Mr. Landfield is a member of the American Bar Association's Corporation, Banking and Business Law section and its International Law section. From 1984-1989, he was a director of The Carlson Group, Inc. (Delaware), a holding company for a group of construction, design and engineering companies. He has been General Counsel to The European Institute since 1991. During 1990-91 he was a director of the Washington chapter of the French-American Chamber of Commerce. He was a trustee of Holton-Arms School in Bethesda, Maryland, and served as Chairman of its Finance Committee.

Mr. Landfield received a B.A. from Amherst College. He graduated cum laude from Harvard Law School, where he was a member of the Board of Student Advisors. Mr. Landfield served as a First Lieutenant in the United States Army. A member of the bars of the District of Columbia and the State of New York, he is listed in Who's Who in American Law. Before joining Berliner, Corcoran & Rowe, LLP, he was senior partner of a firm that bore his name for twelve years and was a Washington partner of Breed, Abbott & Morgan. Immediately after law school, he practiced securities law in New York and moved to Washington in 1972.