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Stealth Private Real Estate Group

Lead Transaction Counsel, Real Estate: Complex Commercial Acquisitions

Stealth Private Real Estate Group See More Job Openings by This EmployerArrow
  • Contractor
  • New York City, NY

Job Description

About the engagement

A private real estate group is pursuing acquisitions of interests in large commercial properties in New York City. The lead transaction involves institutional counterparties on several sides, a layered capital stack, an existing multi-tenant occupancy, and pending disputes that the deal must be structured around.

Other transactions are running concurrently, and the attorney we engage may be asked to come on board for them as well. We are hiring with a longer relationship in mind, not a single closing.

We are looking for one senior attorney to run the legal side of our transactions from term sheet through closing, to direct and coordinate the other counsel working on the deals, and to be our legal voice with every party at the table.

To be clear about roles: the group sources, prices and decides the deals. You lead the legal work. This is a partner- or senior-counsel-level engagement and a hands-on one. You stay close to the documents, take the first pen when it matters, turn comments yourself, and keep the closing checklist moving rather than handing it down.

About the group

We are a small group of seasoned operators and investors. We have built and run businesses, and we work like it: entrepreneurial, creative and fast. We decide quickly, we value directness, and we treat good judgment as the scarcest thing at the table.

We want your legal mind first. We also want your read on structure, leverage and the business, and it will be heard and acted on. Too many senior lawyers are asked for their legal view and then kept out of the room. Here, your input shapes what we do, and you see your work put into practice rather than filed away.

We are looking for someone with top-tier training who wants to apply it in a smaller, faster setting, where the work is hands-on and the results are visible. You have done this, and done it very well. You could run your own practice, but you would rather be part of a team that is building something. You are measured, you have seen most of what a deal can throw at you, and you still enjoy the craft of drafting. You will be respected and relied on for your creativity and judgment as much as for your documents.

What you’ll do

  • Run the legal work on each transaction end to end: LOI, exclusivity, pre-negotiation and confidentiality agreements, purchase or assignment documentation, and closing.

  • Act as lead counsel over other counsel on the deal: coordinate specialist and local counsel, review their work product, and manage those relationships so nothing falls between the cracks.

  • Represent the group with every party involved in a transaction: sellers, institutional owners, lenders, JV partners, co-investors, limited partners (LPs) and prospective LPs, and other investment groups and their counsel.

  • Advise on acquisition structure and the alternatives available, along with the consent, transfer tax and liability consequences of each.

  • Negotiate consents, estoppels, recognition, default cure and any required amendments with institutional counterparties.

  • Negotiate lender consents, payoff or assumption arrangements, and recognition and intercreditor agreements.

  • Run title, lien, UCC and recorded-instrument diligence, and resolve priority issues before closing.

  • Manage the tenant layer: estoppel and SNDA campaign, attornment issues, and review of existing leases and service contracts.

  • Structure closing conditions, escrows and settlement mechanics around parallel litigation, working alongside separate litigation counsel.

  • Keep the group informed with concise, decision-ready updates.

Who you are

  • Admitted to the New York bar and in good standing.

  • At least 10 years of commercial real estate transactional practice, with substantial time at a leading New York real estate practice.

  • Deep, current drafting experience. You still produce first drafts of purchase, JV and financing documents and turn markups yourself, and you are comfortable owning the details of a closing.

  • Personally led at least two or three complex commercial acquisitions with institutional counterparties, ideally including at least one distressed, contested or workout situation.

  • You work smart and efficiently. That means a substantial, current library of institutional-grade forms you can deploy immediately (purchase and sale, assignment and assumption, JV and operating agreements, estoppels, SNDAs, recognition and escrow agreements), and the skill to build clean templates others can work from.

  • Fluency with AI legal tools such as Harvey, CoCounsel or Lexis+ AI. AI fluency is a major plus, not a requirement. Experience and judgment come first, and we welcome senior partners who are newer to these tools.

  • Credible across the table from AmLaw counsel representing REITs, life companies, institutional lenders and investors, and comfortable being the senior lawyer in the room.

  • Experienced managing other lawyers on a deal, whether co-counsel, local counsel or specialists.

  • Able to run a deal A to Z with minimal support; you move fast without dropping detail.

  • A plus: ground lease experience, and familiarity with NYC and NYS transfer taxes, mechanics’ lien practice, and NYC office-to-residential conversion incentives.

Engagement terms

  • Full-time engagement for 1–6 months. We will strongly consider extending it to concurrent and future transactions if both sides find it worthwhile.

  • Fixed monthly fee with competitive compensation. We are not engaging on an hourly basis.

  • We have a figure in mind and welcome your fee proposal with your application.

  • You may need to assemble a supporting team, such as associates, paralegals or specialists, and should be able to show how you would staff it.

  • A conflict check will be completed before any substantive discussion. Party names will be shared only as the process progresses.

  • Confidentiality is essential. Deal specifics will be shared under NDA once conflicts clear.

To apply

Please send:

  • Your CV.

  • A short deal sheet of 3–5 representative transactions you personally led (anonymized is fine), with any distressed or workout matters flagged.

  • A general list of the forms you maintain and templates you have built, and the AI tools you use, if any, and how you use them on transactions. Shortlisted candidates will be asked to share one or two redacted samples.

  • A draft of your proposed engagement agreement with us, covering the monthly fee, the scope of the lead transaction, and how concurrent or future transactions are added. We ask for this because it is the first agreement we would make together. It shows us how you frame terms, protect a client while keeping the other side at the table, and paper an arrangement cleanly. We may adopt your draft, mark it up, or work from our own form.

  • Your fee proposal and your current firm affiliation, along with any standing relationships with REITs, institutional owners or life-company lenders.

Applications are reviewed on a rolling basis. We intend to engage counsel within 10 days. Shortlisted candidates will be contacted for a conflict check and a 30-minute call.



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