Bar Admissions

  • Maryland


  • J.D., with honors, University of Maryland School of Law, 2003
    Order of the Coif
  • B.A., Johns Hopkins University, 1997


  • American Bar Association, Business Law Section

    Maryland State Bar Association, Business Law Section
T +1 410.244.7825
F +1 410.244.7742

Carmen M. Fonda


Carmen Fonda represents public and privately-held companies in connection with formation, structuring, mergers, spin-offs, public and private offerings and other financings, with a particular focus on Maryland corporate and business entity law as it relates to real estate investment trusts, investment companies and unincorporated entities. Carmen also advises clients on securities law reporting compliance and corporate governance matters and represents both public and private companies in merger and acquisition transactions. 

Real estate investment trusts. Carmen represents publicly traded and private real estate investment trusts and their operating partnerships in matters of Maryland corporate and partnership law in connection with initial public offerings, stock and debt offerings, mergers and acquisitions and corporate governance matters. She has also served as independent legal counsel to boards of directors and special board committees in their consideration of change of control transactions.

Investment companies. Carmen represents investment companies incorporated in Maryland in matters of Maryland corporate law unique to investment companies, including takeover defenses, shareholder litigation, dividends and redemptions and dissolution.

Unincorporated entities. Carmen advises owners and investors in all types of Maryland unincorporated entities with respect to formation and structuring, fiduciary duties and corporate governance.

Securities law reporting compliance. Carmen advises publicly traded companies regarding periodic SEC reporting obligations as well as public and private securities offerings.

Corporate governance. Carmen advises publicly traded clients regarding corporate governance matters, including duties of directors, structure of board committees, corporate governance ratings and takeover defenses.

Carmen is also the past chair of the Maryland State Bar Association Section of Business Law’s Committee on Unincorporated Business Associations and is a member of the American Bar Association Business Law Section’s Committee on LLC Partnerships and Unincorporated Entities.

Significant Matters

  • Counsel to an NYSE-listed REIT.
  • Maryland counsel to a publicly-traded REIT, in connection with its sale to a private equity fund for more than $40 billion. 
  • Represented the special committee of the board of directors of a publicly-traded REIT in connection with its consolidation with a related publicly-traded company.
  • Maryland counsel to a REIT and its operating partnership in connection with its formation and initial public offering. 
  • Maryland counsel to a family of closed-end mutual funds.
  • Represented a privately-held media company in its sale to a special-purpose acquisition company.