Carmen M. Fonda

Fonda Carmen

Carmen Fonda represents public and private sector companies in issues involving entity formation, governance, public and private offerings, and mergers and acquisitions. Carmen's work focuses on Maryland corporate and business entity law as it relates to real estate investment trusts, investment companies and unincorporated entities, as well as securities law compliance and capital markets transactions for REITs and other public companies.

Carmen's practice includes representing and counseling:

  • 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 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 incorporated in Maryland in matters of Maryland corporate law unique to investment companies, including takeover defenses, shareholder litigation, dividends and redemptions and dissolution
  • Owners and investors in all types of Maryland unincorporated entities with respect to formation and structuring, fiduciary duties and corporate governance
  • Publicly traded companies and underwriters in connection with IPOs, follow-on offerings, periodic SEC reporting obligations, and corporate governance matters, including duties of directors, structure of board committees, governance ratings and takeover defenses


Government Experience

    Representative Matters

    • Serves as counsel to an NYSE-listed REIT
    • Represented a NYSE-listed REIT in its reincorporation as a Maryland corporation
    • Serves as counsel to a real estate developer in the structuring of investments through a Delaware series LLC
    • As Maryland counsel to a publicly traded REIT, assisted in its sale to a private equity fund for more than $40 billion
    • Serves as counsel to a special committee of the board of directors of a publicly traded REIT in its consolidation with a related publicly traded company
    • Serves as Maryland counsel to a REIT and its operating partnership in entity formation and the initial public offering
    • Served as Maryland counsel to a family of closed-end mutual funds
    • Serves as counsel to a privately held media company in its sale to a special-purpose acquisition company




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

    Bar Admissions

    • Maryland

    Professional Memberships and Activities

    • Member, American Bar Association, Business Law Section, Committee on LLC Partnerships and Unincorporated Entities
    • Former at-large member, Maryland State Bar Association (MSBA), Business Law Section Council
    • Past co-chair, MSBA Business Law Section, Series LLC Task Force
    • Past chair, MSBA Business Law Section, Committee on Unincorporated Business Associations


    • Chambers USA
      • Corporate/M&A, Maryland, 2022 – 2024
      • REITs: Maryland Counsel, Nationwide, 2022 – 2024
      • Up and Coming, REITs: Maryland Counsel, Nationwide, 2021
    • Legal 500
      • Real Estate Investment Trusts (REITs), 2016, 2019, 2022 – 2023
      • Next Generation Partner, Real Estate Investment Trusts (REITs), 2023 – 2024
    • The Best Lawyers in America, 2024
      • Mergers and Acquisitions Law, 2023
    • Super Lawyers, Rising Star, Maryland, 2014 – 2016



    • Chair, Development Committee, Board of Directors, Baltimore Choral Arts Society