Review Real Estate Diligence

---
name: review-real-estate-diligence
task_id: corporate-ma/review-real-estate-diligence
description: Guides preparation of a real estate due diligence memorandum for an acquisition involving a portfolio of leased, owned, and subleased properties, including review of lease terms, consent issues, purchase rights, and property tax allocation.
activates_for: [planner, solver, checker]
---

# Skill: Real Estate Portfolio Due Diligence Memorandum

## 1. Subject-matter triage

- Treat the engagement as a portfolio-wide diligence review, not a lease-by-lease summary.
- Start by inventorying every property and every real estate instrument in the data room, then classify each item as owned, leased, subleased, or right-of-first-refusal / purchase-right driven.
- If the deal is an equity acquisition, assess whether any consent, transfer, or change-of-control language is nevertheless triggered by the transaction structure.
- If the source set includes a senior associate email, use it to identify known hot spots, missing documents, and business priorities before drafting the memo.
- If only one property or one agreement is in scope, say so affirmatively; otherwise enumerate the full set of properties, leases, and special rights before analysis.

## 2. Failure modes the skill is correcting

- Reviewing each property in isolation and missing portfolio patterns such as clustered expirations, repeated consent requirements, or repeated maintenance burdens.
- Identifying a consent, renewal, or purchase right without tying it to the transaction structure, timing window, or practical path to closing.
- Treating subleases like direct leases and omitting the additional dependency on the master lease, landlord consent, and sublessor performance.
- Relying on a property tax summary or diligence chart without reconciling the underlying lease language that allocates tax responsibility.
- Describing an issue without stating how large it is, what document it interacts with, and what consequence it creates for closing, operations, or economics.
- Producing observations without grading their urgency in a consistent way.
- Summarizing problems without ending with concrete next steps for counsel or the business team.

## 3. Legal frameworks / domain conventions that apply

- Review the full real estate portfolio in an M&A diligence posture: leased, owned, and subleased locations all matter because each can create transfer, occupancy, cost, or operational risk.
- For leased locations, analyze term, renewal options, notice mechanics, rent escalation, permitted use, maintenance and repair obligations, indemnity, insurance, casualty, condemnation, assignment/subletting limits, and hazardous materials provisions.
- For transaction-related consent issues, distinguish between provisions that are expressly triggered by an equity transaction, those triggered only by an assignment or transfer of the lease, and those that are silent but may still require notice or landlord cooperation.
- For purchase rights, confirm the trigger, exercise period, price mechanism, conditions precedent, and whether the right is live, waived, expired, or otherwise affected by the acquisition.
- For subleases, assess the master lease overlay: consent requirements, sublessee dependency on the sublessor, and the risk that the sublease collapses or becomes impaired if the master lease is breached or terminated.
- For owned properties, review title-related items, use restrictions, easements, and any recorded or off-record matters surfaced in the data room that could affect operation or disposition.
- For property taxes and operating expenses, cross-check the lease’s cost-allocation language against the diligence summary to confirm who bears the burden and whether any reconciliations, caps, exclusions, or pass-through mechanics matter.
- Common commercial lease conventions that often matter include gross versus net allocation, self-help rights, restoration obligations, exclusive use rights, co-tenancy language where relevant, and practical notice periods for option exercise or consent requests.
- When citing any legal proposition in the memo, tie it to the controlling authority or the governing contract language relied on in the source set; do not state a conclusion without the rule or clause that supports it.

## 4. Analytical scaffolds

- Build a master inventory first: property name, asset type, document set, counterparty, term, renewal structure, transaction sensitivity, and any special rights.
- For each leased or subleased property, extract and analyze:
  - the current term and expiration date;
  - renewal options and their notice deadlines;
  - rent and escalation mechanics;
  - consent, notice, or approval requirements tied to the acquisition;
  - assignment/subletting or change-of-control restrictions;
  - purchase rights or purchase options, if any;
  - permitted use and exclusivity issues;
  - repair, maintenance, insurance, casualty, and condemnation allocation;
  - hazardous materials, compliance, and indemnity provisions;
  - any unusual covenant or document inconsistency.
- For each owned property, analyze title, access, easements, use restrictions, and any reported occupancy or operational limitations.
- For each purchase right, determine whether it is presently exercisable, whether any deadline is approaching, and whether the transaction could trigger, impair, or extinguish the right.
- For each sublease, test the sublease against the master lease and confirm what happens if the master lease is breached, terminated, or not renewed.
- For each property tax item, reconcile the summary schedule against the lease language and note any mismatch in responsibility, caps, exclusions, or timing.
- After the property-level review, synthesize the portfolio-level themes: concentration of expirations, pattern of consent burdens, repeated cost exposures, and any operational dependencies.
- Before analyzing multiple properties, multiple deadlines, or multiple rights, list them explicitly and then run the same review logic across each item so that no asset is silently collapsed into a representative sample.
- For every issue you identify, include: the scale of the issue from the source materials, the document or provision that interacts with it, and the consequence to the buyer or target.
- Grade each issue using a consistent ordinal severity scale defined once at the outset, and apply that scale uniformly.
- End each issue entry with a practical next step directed to the appropriate internal role.

## 5. Vertical / structural / temporal relationships

- Separate pre-closing, closing, and post-closing obligations so that timing-sensitive items do not get buried in the property narrative.
- Highlight upcoming notice periods, consent lead times, renewal windows, and any document delivery or cure deadlines that may require immediate action.
- Distinguish landlord-consent issues from mere notice obligations and from conditions that affect only post-closing operations.
- Where the same property raises multiple issues, connect them vertically: the lease term controls the renewal analysis; the renewal analysis informs the timing risk; the timing risk informs the action plan.
- Where a sublease depends on a master lease, present the dependency chain explicitly so the reader can see the operational fallout of each failure point.
- Where a property tax allocation depends on lease classification, connect the summary obligation back to the lease text rather than treating the schedule as standalone evidence.

## 6. Output structure conventions

- Produce a single real estate due diligence memorandum suitable for a transaction workstream.
- Use an industry-conventional memo shape: executive overview, portfolio snapshot, property-by-property analysis, special rights and consent issues, tax and expense allocation, renewal and deadline tracking, and closing-focused recommendations.
- Begin with a short severity key and use the same severity labels throughout the memo.
- In the executive overview, lead with portfolio-wide risks, transaction sensitivities, and any likely closing blockers or timeline drivers.
- In the property sections, use one subsection per property or agreement and keep the same data points in the same order for comparability.
- For special rights, separate purchase rights, options, consents, and sublease issues rather than blending them into general lease discussion.
- Include a deadline or notice tracker for all renewal, consent, or exercise windows that require action.
- Close with an explicit Recommended Actions section that gives imperative next steps, assigns each step to the relevant role from the source materials, and ties each step to a deadline or transaction milestone.
- Keep the memo focused on operative findings, not a document-by-document recitation; every conclusion should point back to a source document, a governing clause, or a transaction effect.