Sharon A. Kroupa

Partner
Sharon Kroupa

Sharon Kroupa represents publicly and privately held companies, including many REITs, in connection with major strategic transactions, private and public financings, corporate governance issues, and securities law matters. Sharon has advised buyers and sellers in mergers and acquisitions, including many valued at more than $1 billion. She has also provided counsel to issuers in multiple stock and debt offerings, including initial public offerings; and provided advice to companies, boards of directors, and board committees regarding corporate governance, takeover defense issues, and change of control transactions. 

In addition, Sharon has assisted numerous non-traded registered REITs with their formation transactions and the state registration process under the NASAA REIT Guidelines, as well as many affiliated transactions.

Before joining Venable, Sharon worked as in-house counsel for a franchise company, a mortgage REIT, an aviation service company, and an Internet startup. 

 

Experience

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
 

Insights

Credentials
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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
 

Recognition
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  • Named “Lawyer of the Year,” The Best Lawyers in America, for Baltimore Corporate Governance Law (Woodward/White, Inc.), 2014, 2018
  • Recognized as one of Maryland’s Top 100 Women, The Daily Record, 2013, 2017
  • Included in Best Lawyers Business Edition’s Women in Law, Corporate Governance and Compliance, 2017
  • Recognized in Super Lawyers Business Edition, Business/Corporate, Baltimore, 2013
  • Included in Maryland Super Lawyers, 2013 - 2018
  • Recognized in Chambers Global (Band 2), Capital Markets: REITs: Maryland Counsel, 2014 
  • Recognized in Chambers Global (Band 2), REITs, 2012, 2013
  • Recognized in Chambers Global (Band 3), REITs, 2011
  • Recognized in Chambers USA (Band 1), REITs, Maryland Counsel, National, 2014 - 2018
  • Recognized in Chambers USA (Band 2), REITs, National, 2011 - 2013
  • Recognized in Chambers USA (Band 3), REITs, National, 2009, 2010
  • Recognized in Chambers USA (Band 4), REITs, National, 2007, 2008
  • Recognized in Legal 500, Real Estate Investment Trusts (REITs), 2011 - 2018
  • Recognized in Legal 500, M&A: Middle-Market (Sub-$500 million), 2012 - 2014
  • Listed in The Best Lawyers in America for Corporate Governance Law (Woodward/White, Inc.), 2012 - 2019

Community
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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