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Stephen A. Cowan  


Partner
Managing Partner, San Francisco Office

stephen.cowan@dlapiper.com

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555 Mission Street, Suite 2400
San Francisco, California 94105-2933
United States
T: +1 415 615 6000   F: +1 415 659 7500

Stephen Cowan's practice focuses on real estate, finance and bankruptcy/workouts. He has also been a frequent lecturer and author in the field of real estate, finance and bankruptcy matters.

Mr. Cowan has represented various developers, investors, banks, insurance companies and other financial institutions in numerous acquisitions, dispositions, joint ventures and partnerships, workouts, restructurings, bankruptcies, multifamily and IDB and IRB letter of credit bond transactions, construction and permanent loans, rent arbitrations, sale leasebacks, synthetic leases, agricultural finance and workouts, leveraged buyouts, non-real estate single and multi-lender revolving credit and term loan agreements and restructuring of US real estate portfolios with complex inter-creditor issues and configuration of bankruptcy remote vehicles. He also has been involved in major non-real estate workouts. More recently, he has worked on the corporate aspects of the creation of real estate funds through private placements.

Based on peer and client reviews, the San Francisco Recorder has deemed Mr. Cowan one of the top five real estate lawyers in the San Francisco Bay Area. He has been named a Northern California Super Lawyer, as the result of a joint research project conducted by Law & Politics and San Francisco magazines, and cited by the International Who's Who of Business Lawyers as one of the top 15 real estate lawyers in the world. The Legal Media Group's Expert Guides' Best of the Best Series recognizes him as one of the 25 best real estate lawyers in the world. In 2007, Lawdragon named him among the Lawdragon 500 Dealmakers in America.

Mr. Cowan has been listed in The Best Lawyers in America every year since the beginning of the list in 1983. He is also listed in PLC's Global Counsel Handbook of Corporate Real Estate; in the PLC Which Lawyer? Yearbook 2009; in the Guide to the World's Leading Real Estate Lawyers; in the International Who's Who of Real Estate Lawyers in every edition since 2005, as well as in the International Who's Who of Business Lawyers in those years. The respected English publisher Chambers and Partners cites him in Chambers USA: America's Leading Lawyers for Business, calling him a "top-notch lawyer," commenting on his "formidable reputation" and noting that "peers speak of him in glowing terms" and that clients see him as "a strong adviser for really thorny legal issues."  He is also recognized in Legal 500.

Mr. Cowan is also a member of DLA Piper's Policy Committee.

Some prior transactions include:

  • Financing of the Venetian Hotel in Macau, S.A.R., representing the Bank of Nova Scotia ($2.5 billion).
  • The refinancing of the Venetian Resort Hotel in Las Vegas, representing the lender group ($1.62 billion).
  • A $1.7 billion multi-property acquisition for Irvine Diversified Company.
  • The sale of the Embarcadero Center ($1.2 billion) in San Francisco, California.
  • The refinancing of 33 properties in four states; and the restructuring of 14 shopping center loans ($675 million).
  • The sale of a $500 million office complex in Century City, California.
  • The refinancing of five shopping centers ($375 million).
  • The representation of a large insurance company in the sale of a 50 percent interest in Crocker Center to Nissei Realty of Japan ($360 million).
  • The financing of Venetian Macau hotel and casino representing the lender group ($350 million).
  • The initial financing of the Pebble Beach Golf Course in Pebble Beach, CA ($250 million).
  • The acquisition and sale of partnership interests in major hotel properties in San Francisco, Chicago, and Miami ($200 million).
  • The refinancing of $250 million for the Venetian Phase II Mall.
  • The acquisition of the Siebel Buildings in San Mateo, California ($156 million).
  • The sale of a $150 million property on a Superfund site in Glendale, California.
  • The financing of the Chronicle Building in San Francisco, California ($130 million).
  • The acquisition of the Oxmoor shopping Center in Kentucky for The Rouse Company ($120 million).
  • The financing of an $80 million three-hotel portfolio of Marriott and Hilton Hotels owned by Eagle Hospitality.
  • The formation of an $80 million Real Property Office Fund and the formation of a private REIT blocker for a national bank.
  • The financing of a Marriott Hotel in Brookline, Massachusetts ($23 million).

Admissions

  • California

Memberships

  • American College of Real Estate Lawyers (Founding Member, 1979, Board of Governors, 1983-1985, 1989-1992)
  • Chair and Founder, Real Property Section of the California Bar Association (1979-1980)
  • Anglo-American Real Property Institute (Founding Member)
  • Chair, ABA Real Property, Probate and Trust Section (1995-1996)
  • Chair, Real Estate Specialization Committee; Real Property Legal Practice Methods; Real Property, Probate and Trust Sections, (1994-1995); Council Member, (1979-1986); Finance Officer, (1986-1992); Vice Chair, (1992-1994)

Publications

  • Co-author, Attorney's Guide to California Professional Corporations, 2nd edition (1973)
  • "Trends in Residential Mortgage Financing," Vol. 13, No. 4, Real Property, Probate and Trust Journal 1075, American Bar Association (Winter 1978)
  • "Bankruptcy Considerations in Drafting Real Estate Documents," California Real Property Journal, Vol. 1, No. 1 (Winter 1982)
  • "Applicability of Securities Laws to Real Estate Investments Contracts," ALI-ABA/American College of Real Estate Lawyers (October 1983)
  • "Debt/Equity Transactions: An Objective Approach to Recharacterization," Vol. 310, Protecting the Real Estate Lender 153 (PLI 1988)
  • Co-author, "Cutting through the Complexities of Partnership Bankruptcy Law: An Update," Vol. 349, Real Estate Workouts and Bankruptcies 19907 (PLI 1990)
  • Co-author, "Partnership as Partnership Creditor: Practical Issues Posed by Dual Capacity In Default Situations" and "Pledges of Partnership Interests: Panacea or Pandora's Box?," Vol. 368, Real Estate Workouts and Bankruptcies 1991 23, 121 (PLI 1991)
  • "Affiliate Guaranties in Loan Restructure Transactions: Enforceability Issues," ICSC Law Conference (1991)
  • "Selected Issues for Purchasers Due Diligence," Smart Strategies for High-Stakes Real Estate Deals (PLI 1999-2001)
  • "Strategic Analysis of Due Diligence Issues," Negotiating the Sophisticated Real Estate Deal (PLI 2002-2004)

Seminars

  • Speaker, 13th Annual Practising Law Institute Program on Negotiating Sophisticated Real Estate, New York City (April 27-28, 2009)


EDUCATION

  • J.D., Harvard Law School 1969 cum laude
  • M.B.A., University of California at Berkeley 1966
      Beta Gamma Sigma
  • B.A., University of California at Berkeley 1965 with distinction
      Phi Beta Kappa
  • University of Michigan 1962
      Angell Scholar

EDUCATION

  • J.D., Harvard Law School 1969 cum laude
  • M.B.A., University of California at Berkeley 1966
      Beta Gamma Sigma
  • B.A., University of California at Berkeley 1965 with distinction
      Phi Beta Kappa
  • University of Michigan 1962
      Angell Scholar

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