Sharon A. Kroupa

Representative Matters

• Served as Maryland counsel to a NYSE-listed student housing REIT in its $4.6 billion acquisition by a private equity real estate firm
• Served as Maryland counsel to the board of directors of a publicly registered, grocery-anchored shopping center nontraded REIT in its merger with an affiliated shopping center REIT to create a $6 billion retail REIT
• Served as Maryland counsel to a security token compliance platform in connection with an initial token offering by a REIT
• Served as Maryland counsel to a NYSE-listed data center REIT in its $7.8 billion stock-for-stock merger with another publicly traded data center REIT
• Served as Maryland counsel to a NYSE-listed net lease REIT in its $5.8 billion stock-for-stock merger with another publicly traded net lease REIT
• Served as Maryland counsel to a publicly registered, nontraded REIT in connection with a liquidation and dissolution
• Served as Maryland counsel to the special committee of the board of directors of a publicly registered, nontraded REIT in connection with its $5.9 billion stock-for-stock merger with its publicly traded sponsor
• Served as counsel to the special committee of the board of directors of a publicly registered, nontraded REIT in connection with its $450 million merger with an affiliated REIT
• Served as counsel to the special committee of the board of directors of a publicly registered, nontraded REIT in connection with its $280 million merger with an affiliated REIT 
• Served as Maryland counsel to numerous stock exchange–listed REITs and business development companies in follow-on public offerings, including firm commitment offerings, at-the-market offerings, equity forward offerings, and debt offering

• Served as Maryland counsel to a NYSE-listed REIT in its $2.3 billion acquisition by a registered SEC investment advisor
• Served as Maryland counsel to a publicly registered, nontraded REIT in its $3 billion stock-for-stock merger with a listed REIT
• Served as Maryland counsel to a NASDAQ-listed healthcare REIT in its acquisition by a NYSE-listed healthcare REIT
• Served as Maryland counsel to a NYSE-listed REIT in connection with its acquisition of two publicly registered, nontraded REIT affiliates
• Served as Maryland counsel to a NYSE-listed REIT in its $920.7 million merger with another listed REIT
• Served as counsel to a special committee of independent directors of a NYSE-listed REIT in connection with the negotiation of a new advisory agreement with its external advisor
• Served as counsel to a special committee of independent directors of a publicly registered, nontraded REIT in connection with a liquidation and dissolution
• Served as Maryland counsel to the independent directors committee of a publicly registered, nontraded REIT in connection with the acquisition of a REIT management and advisory platform from an affiliate of its advisor
• Served as counsel to an independent directors’ committee of a publicly registered, nontraded REIT in its analysis of certain affiliated party transactions and exploration of strategic alternatives
• Served as Maryland counsel in the spin-off of a hotel REIT subsidiary
• Served as counsel to a publicly traded network security company in its stock-for-stock acquisition of a publicly traded information security company
• Served as Maryland counsel to American Assets Trust and Hudson Pacific Properties in their initial public offerings
• Served as Maryland counsel to CNL Hotels & Resorts in its merger
• Served as Maryland counsel to Ares Capital in its acquisition of Allied Capital
• Served as corporate counsel to a large consulting and project management company regarding strategic acquisitions, governance matters, and litigation management

Education

• J.D. with honors Boston College Law School 1982
• B.A. Loyola College 1979

Bar Admissions

• Maryland

Professional Memberships and Activities

• Chair, Business Law Section of the Maryland State Bar Association, 2018 - 2019
• Member, Maryland State Bar Association, Joint Committee on Opinion Practice in Business Transactions; former member of steering committee – report published in June 2007
• Member, Working Group on Legal Opinions; Maryland representative and member of board of directors and chair of audit committee
• Graduate, Greater Baltimore Committee Leadership Program, 2007

• The Best Lawyers in America
  • Corporate Governance Law, 2012 – 2022
  • Lawyer of the Year, Corporate Governance Law, Baltimore, 2014, 2018, 2020, 2022
  • Lawyer of the Year, Securities/Capital Markets Law, Baltimore, 2021
• The Best Lawyers Business Edition
  • Women in the Law
  • Securities/Capital Markets Law, 2019
  • Corporate Governance and Compliance Law, and Corporate Law, 2018 – 2019
• The Daily Record, Maryland’s Top 100 Women, 2013, 2017
• Super Lawyers
  • Business/Corporate, Baltimore, 2013
  • Maryland, 2013 – 2018, 2021 – 2022
• Chambers Global
  • Capital Markets: REITs, Maryland Counsel (Band 2), 2014
  • REITs (Band 2), 2012 – 2013
  • REITs (Band 3), 2011
• Chambers USA
  • REITs, Maryland Counsel, Star Individual, 2021
  • REITs, Maryland Counsel (Band 1), Nationwide, 2014 – 2020
  • Corporate/M&A, Maryland, 2020 - 2021
  • REITs (Band 2), National, 2011 – 2013
  • REITs (Band 3), National, 2009 – 2010
  • REITs (Band 4), National, 2007 – 2008
• Legal 500
  • Real Estate Investment Trusts (REITs), 2011 – 2021
  • M&A: Middle-Market (Sub-$500 million), 2012 – 2014

Volunteerism

• Member, board of directors, Maryland Society for the Prevention of Cruelty to Animals 
• Member, board member, Catch a Lift, an organization that assists wounded veterans in beginning their healing process through physical fitness