Bar Admissions

  • Maryland


  • J.D., with honors, Boston College Law School, 1982
  • B.A., Loyola College, 1979
T +1 410.244.7509
F +1 410.244.7742

Sharon A. 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. She has represented buyers and sellers in mergers and acquisitions, including several valued at more than $1 billion; represented 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 and takeover defense issues. In addition, Sharon has assisted numerous non-traded registered REITs with their formation transactions and state registration process under the NASAA REIT Guidelines.

Sharon brings over 30 years of general corporate experience, with 10 years as in-house counsel (including to a franchise company, a mortgage REIT, an aviation service company with over 5,000 employees and an internet start-up company) to her practice. She has also served as independent legal counsel to boards of directors and special board committees in their consideration of potential change of control transactions, including as a result of going-private transactions.

Significant Matters

In the past several years, Sharon has served as Maryland counsel to American Assets Trust and Hudson Pacific Properties in their initial public offerings, as well as to CNL Hotels & Resorts in its merger and Ares Capital in its acquisition of Allied Capital. Sharon also recently represented a special committee of the board of directors of a publicly-registered non-traded REIT in connection with its review of significant related party transactions and strategic alternatives designed to facilitate a liquidity event. She has also advised non-traded REITs sponsored by American Realty Capital, Behringer Harvard, Wells, Hines, Carey, Dividend Capital and Lightstone on matters of Maryland corporate law. Sharon has also served as corporate counsel to a large consulting and project management company in connection with strategic acquisitions, governance matters and litigation management.


Sharon served as a member of the Steering Committee of the Maryland Bar Association's joint committee on opinion practice in business transactions, which published its report in June 2007. She currently serves as the Maryland representative to, and member of the Steering Committee of, the ABA Working Group on Legal Opinions.

Sharon serves on the Board of Directors of the Baltimore Urban Debate League, the Maryland SPCA and Catch a Lift, which assists wounded veterans in beginning their healing process through physical fitness. She is a 2007 graduate of the Greater Baltimore Committee Leadership program.