Adams & Adams Interview With Asset Magazine

Interviewed by Tony Korsten | Written by Ana Lorton

The subject of Asset's recent discussion with Helgard Janse van Rensburg, partner at Adams & Adams, may come as a surprise to some. Adams & Adams has been practising law for well over 115 years and is acknowledged as being at the forefront of Intellectual Property Law in Africa. But it turns out to be a far larger beast than this.

It has developed an outstanding reputation for conveyancing over the past 30 years, and more recently its Real Estate and Property Law division has experienced significant growth through the expansion of its commercial real estate team, so much so that it has earned recognition from Legal 500, a reputable global legal research agency, as one of the leading real estate law firms in South Africa. Helgard, who has worked on several complex and high-profile real estate transactions in the course of his career, heads up the commercial real estate team.

The commercial real estate team's footprint expands

"I started my career as a candidate attorney at Adams & Adams in 2012. I left briefly as a Senior Associate to join an international law firm to gain cross-border experience," he tells Asset. "When I was approached to rejoin the firm as a partner in 2021, the intention was for me to lead a team that could provide a full-service commercial property law offering to the industry, building on what the conveyancing team had achieved."

In a relatively short space of time, the team has built up a clientele consisting of many of the heavyweights of the industry, representing various developers, privately held property investment companies and REITs. It operates countrywide because its clients, many of them Gauteng-based, are active in multiple provinces.

"Many of our clients are currently very active in the Western Cape and as a result we're doing a lot of work there," Helgard says. "In fact, Cape Town and its surrounding towns are exploding, as far up the coast as George."

"We are excited about developing new networks in the province and have enjoyed the challenge of becoming fully acquainted with its town-planning bylaws and regulatory processes, which are slightly different to what we're used to in Gauteng."

A close collaboration with the conveyancing team

Micaela Da Silva, associate attorney, conveyancer and notary at Adams & Adams, works closely with the commercial real estate team to provide clients with a full range of real estate and property law services.

"Our dedicated commercial real estate team requires the conveyancing team to service a growing number of developments," Micaela says. "With commercial property developments happening all over the country, there are no limitations as to where we work. The conveyancing team ensures the smooth and speedy registration of property transactions at the various deeds registries in South Africa. It attends to the full array of conveyancing work, including the registration of mortgage bonds, subdivisions, consolidations, the opening of township and sectional title registers."

"Whatever the size of the transaction our attention to detail is exactly the same. We don't underplay any matter, even though there are often more complex issues involved with commercial conveyancing as opposed to residential. With commercial conveyancing generally, there are often intricate contractual considerations and a vast number of detailed items which require compliance," she adds.

The commercial real estate and conveyancing teams work closely together on all real estate transactions so as to offer their clients the full range of real estate and property law services. At the outset, Helgard and his team ensure they fully understand what the client wishes to achieve commercially, and establish a strong working relationship with the client's deal team and professional consultants. Once there is solid grasp of the client's plans and the commercial imperative, the team starts constructing the legal framework to support it.

A significant range of work

In addition to new developments, the team also deals with complex mergers and acquisitions in the real estate space. Helgard comments that regardless of the country's economic situation, their work continues. "If the economy is growing, we're naturally very busy as consumer confidence and investor risk appetite increases and investors have more capital to deploy. However, when the economy is on the decline, there are other opportunities, such as distressed sales."

The range of work that the commercial real estate team undertakes is expansive, and is complicated by the different bylaws in each province, all of which need to be mastered in order to structure a process legally and for maximum efficacy. Particularly in development projects, the town planning processes are often integral to the transaction structure – for example, where township establishment needs to take place or a rezoning approval is required. There are certain things that cannot be done whilst these town-planning processes are underway, and approval times also differ from province to province. As such, the timing and structuring of transactions need to accommodate these considerations. Risk is an integral part of the process for developers, but Helgard emphasises that Adams & Adams' job is to de-risk transactions for clients as far as possible by offering expert legal support.

Specialised tax advice is vital

The commercial real estate team draws on highly competent tax specialists to advise its clients. Helgard notes: "When working on high value transactions, the tax considerations associated with the transaction often dictate the structure of the transaction. We work closely with our tax consultants to design and implement appropriate structures for our clients, which includes the drafting and implementation of the transaction documentation and assisting with the company secretarial aspects, such as filings with the Companies and Intellectual Property Commission.

We always prefer to attend to the drafting of the agreements, but we are often required to review agreements when prepared by the counterparty's attorneys, and to make the required changes."

The 'interpretation' of negotiations

"When it comes to negotiations between a client and another party, the commercial real estate team is integrally involved. Clients understand what they want to achieve from the negotiation process, and although our clients generally have a sound grasp of the legal terms, it is our role to guide our clients through the negotiation process, to ensure that our clients' interests are protected and that the agreements reflect the outcome of the negotiations," Helgard says.

"It is often a case of playing the role of 'interpreter'. As negotiations progress, we need to make sure that any agreed-upon commercial terms are correctly captured in the agreements and that our client understands the legal implications of the way in which it has been written. The parties' intent and the actual agreement do not always correlate. At the same time, one must be pragmatic and not get lost in the weeds, as this might compromise the deal. We frequently find ourselves navigating this delicate balance between pragmatism and safeguarding our clients' interests. Striking this balance is a difficult challenge, but it is a defining characteristic of a good commercial lawyer."

Guiding clients beyond the deal-close

Once the agreements for a transaction have been signed, the next stage for the commercial real estate team is implementation of the terms.

The client is given a checklist including suspensive conditions which need to be met to close the deal.

"Often the transaction closing process is intricately structured, with various steps required to take place in a specific order resembling a series of interlocking dominoes, where each step must be completed in succession, shortly after the preceding one," Helgard explains. "It can be a complex affair, but our team is well-equipped to ensure that this happens seamlessly. We also have a dedicated company secretarial team that attends to filings at the Companies and Intellectual Property Commission. This is very helpful in the closing process, especially when we do share transactions. We also have a dedicated Competition Law team that attends to the filing of merger notices with the Competition Commission, when required. They are highly regarded in the real estate sector, and we work closely with them to ensure a seamless approval process."

However, Helgard reports that even after the closing of the transaction, their commitment to their clients means that they keep track of what was due to be actioned by the client.

"Post-closing, the process does not always follow a straightforward path. There might be town-planning steps to complete, such as registration of servitudes, or there might be rental guarantees that need to be enforced. Whatever these items are, we will prepare a post-closing checklist and ensure that the client does not lose sight of it."

The value of holistic support

Arbitration and litigation issues invariably arise in commercial real estate work. Helgard advises that real estate disputes are handed to Adams & Adams' specialised disputes team.

"Our commercial clients value the holistic support we provide across all divisions at Adams & Adams, offering comprehensive assistance at every stage of their real estate journey. We're a closely collaborative legal practice, which offers enormous dividends to our clients. Cross-pollination amongst different departments in the firm is becoming increasingly prevalent as our commercial real estate instructions increase."

Micaela adds that having a large team with so much combined experience and expertise in property law means that they keep a steady hand on the entire process and can navigate through it fast and correctly. "There's strength in having a large staff component. We can handle volumes quickly and efficiently, which is what clients want and value. There is no room for error. Attention to detail is critical. It's a case of do it once and do it right. Reputation is everything, especially in conveyancing!"

While the commercial real estate team works across all sectors of the property industry, Helgard's experience in purposebuilt student accommodation and healthcare has made a strong impression in the marketplace. Helgard credits Pieter Feenstra's mentorship at an early stage in his legal career for equipping him with deep knowledge of the property industry.

"I was fortunate to have the opportunity to work on significant projects with the Feenstra Group at an early stage of my career, delving into a myriad of legal intricacies surrounding commercial property alongside Pieter. Stretching back to 2014, these projects have provided me with a comprehensive understanding of the business aspects of commercial real estate, including property economics and negotiation tactics. Working closely with Pieter, I've gained invaluable insights and honed my legal skills. Moreover, my engagements with the Feenstra Group have facilitated connections with key players in the property industry, enriching my legal experience."

Adding value for clients at every level

Adams & Adams' recent rebranding could not be better timed in Helgard's view, specifically in light of the exponential growth of commercial real estate work. The rebrand has adjusted the market's lens to see Adams & Adams for what it truly is: a law firm which "leverages footprint and depth of expertise in a unique manner. Through its strong network of associate offices, it reduces complexity, creates efficiencies, and provides economies of scale that enable it to offer expert services cost-effectively. It is driven by service excellence and partner accessibility".

The work of the commercial real estate team amply demonstrates the depth of expertise on offer at Adams & Adams. It also showcases the broad range of services available, and the practice's ethos of commitment towards its clients. Additionally, Helgard and his team strive on every level to add value to the welfare and success of their property clients.

"Our clients' interests are at the centre of everything we do, and we take great pride in the strong relationships which we have fostered. Our commercial real estate clients know that they can rely on us to provide reliable, strategic, and innovative legal solutions in a complex and rapidly evolving industry. Exciting times lie ahead," Helgard concludes. A

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