Overview
Sara Wagner, chair of the firm’s Real Estate Services Group, is considered “THE top real estate lawyer in Delaware” (Chambers USA).
Sara focuses her practice on complex transactions involving the finance, acquisition, sale, lease, and development of commercial real estate properties. With “technical competence,” an “impeccable skill set,” and “incredible experience” (Chambers USA), she represents major real estate developers, financial institutions, significant holders of commercial real estate, and institutional clients in all types of commercial real estate transactions.
“Sara is one of the best attorneys in the real estate business. Her thoughtful approach ensures we accomplish all objectives established at the beginning of a transaction. She is always readily available and consistently delivers on extremely tight deadlines.” (Chambers USA, 2024). Sara has particular expertise in closing sophisticated commercial real estate loans, including CMBS financing, portfolio financing, and mezzanine and preferred equity transactions. Sara also regularly advises clients on joint venture formation, equity capitalization, and other real estate matters.
A contributing author of several published articles, she regularly updates “Delaware” in State-by-State Guide to Architect, Engineer and Contractor Licensing, Aspen Law & Business; “Delaware Construction and Design Law” in State-by-State Guide to Construction & Design Law: Current Statutes and Practice, American Bar Association; and “Delaware” in State-by-State Guide to Commercial Real Estate Leases, Law & Business.
PRACTICES
- Temple University School of Law, J.D., 2005
- Philadelphia University, B.S., summa cum laude, 2002
Education
Publications
The Corporate Transparency Act: Amendments, Access Rule, and Appeals
Delaware Banker | Spring 2024
The Corporate Transparency Act (“CTA”) has received considerable national attention since its January 1, 2024 effective date. The past six months alone have seen a number of significant developments, including eased filing deadlines for beneficial ownership reports in 2024, the introduction of new standards and safeguards for accessing the Beneficial Ownership Secure System (“BOSS”), and even…
The CRE Lender’s Guide To Being Prepared
Delaware Banker | Spring 2023
In an increasingly complex and rapidly evolving economic climate, commercial real estate (CRE) lenders need to be prepared to take action to protect existing loan portfolios from broader macroeconomic conditions. A confluence of events culminated in the current state of the market, starting with coronavirus business closures, stay-at-home orders, supply-chain disruption, pandemic work-from-home and, most recently,…
Best Lawyers | February 20, 2023
In an increasingly complex geopolitical and economic climate, commercial real estate professionals will need to bring creativity and flexibility to transactions to adapt to ever-shifting market conditions. The headlines are pessimistic: the war in Ukraine is entering its second year, the United States has hit the debt ceiling and Goldman Sachs has laid off 3,000 staff…
Getting The Deal Through | 2022
Getting the Deal Through is a quick reference guide enabling side-by-side comparison of local insights into real estate law and investment across the United States, including rights and registration; sale and purchase; brokerage; leases; taxes; finance and security; investment climate and structures; land use, including zoning, planning permission, historical / cultural preservation, and government expropriation;…
Borrower Considerations in Multiple Lender Transactions
The Practical Real Estate Lawyer | May 2022
During the past several decades, real estate financings have developed from fairly simple borrower/single-lender relationships to structured multiple-lender and capital-markets driven arrangements. Lower pricing and increased loan proceeds have made these types of transactions very attractive to borrowers. However, borrowers may not fully appreciate the intangible costs that arise out of the changes to the relationship…
To Give or Not to Give a Partition Opinion?
ACREL News & Notes | April 2022
It was April 2018 and my office was lead counsel to three (3) tenant in common (“TIC”), borrowers/ owners. My client was entering into a $30,000,000.00 non-recourse loan intended to be secured by a commercial retail shopping center. Closing was supposed to have occurred by first quarter end but due to some delays (estoppels and SNDAs,…
Select Participation and Syndication Issues
Delaware Banker | Spring 2021
Commercial real estate finance has evolved from straightforward single lender/borrower structured loans into more complex, layered capital-market transactions involving multiple lenders. This “evolution” provides borrowers with access to larger-sized loans and permits banks to pool resources, allowing banks to enhance liquidity while spreading its risk and credit exposure. Lenders should be mindful of the structures and…
Practical Considerations for Construction Lenders Regarding Mechanics’ Liens
Delaware Banker | Spring 2020
Until the recent COVID-19 pandemic, development was strong in Delaware. Construction scaffolding, temporary fences, and proud bank signs sharing that construction financing was placed by a certain bank were plentiful. Hopefully, as our state and nation begin to emerge from quarantine lockdowns we will see economic activity resume, led by development. Life will resume and projects…
ACREL News & Notes | February 2020
Since 2001, Sections 9-406 and 9-408 of Article 9 of the Uniform Commercial Code (“UCC”) have contained provisions that void certain restrictions against assignability. Interestingly, in 2002, the State of Delaware approved amendments ( the “Delaware Amendments”) to Sections 9-406 and 9-408 of the version of the UCC enacted in Delaware (the “Delaware UCC”) which, in…
Liquidated Damages in Delaware Real Estate Purchase and Sale Agreements
The Practical Real Estate Lawyer | September 2019
Most contracts for the purchase and sale of commercial real property include among the remedies for breach a provision for the seller to receive or retain the contract deposit as liquidated damages for the purchaser’s breach. At times, the contract will also provide for other remedies, whether damages or equitable relief (e.g., specific performance), in addition…
Practical Considerations for Commercial Lenders Regarding Environmental Liability
Delaware Banker | Spring 2019
In the context of making a loan secured by commercialreal estate, a lender is right to be concerned aboutenvironmental contamination at that property, and howit may impact potential liability for cleanup and thevalue of the property as collateral. According to a surveyby Environmental Data Resources (“EDR”), one out ofevery ten banks involved in commercial real estate…
Changes to the Delaware Limited Liability Company Act Affecting Commercial Real Estate Lending
The Abstract | Spring 2019
On July 23, 2018, Delaware Governor John Carney signed into law Senate Bill No. 183, which amends the Delaware Limited Liability Company Act (the “DLLCA”). The legislation addresses a number of aspects of a Delaware limited liability company (a “Delaware LLC”); however, the amendments most affecting commercial real estate lending are the creation of a new…
The Delaware Rapid Arbitration Act: Considerations for Commercial Real Estate Finance
The Abstract | Fall 2017
On April 2, 2015, Delaware Governor Jack Markell signed into law the Delaware Rapid Arbitration Act (“Act”).This Act allows for alternative dispute resolution consistent with arbitration’s origins as a rapid and efficient means of resolving disputes. The Act responds to growing complaints by Delaware’s companies about the incrustation of costs and delays onto non-judicial dispute resolution.…
Delaware Banker | Summer 2017
The Delaware Supreme Court surprised the mortgage lending community in April with its opinion in J.M. Shrewsbury v. Bank of New York Mellon. In Shrewsbury, the Court held that to foreclose on a mortgage the holder of the mortgage must also be the party entitled to enforce the underlying obligation secured by that mortgage. Stated differently,…
Delaware Purchase and Sale Issues for Buyers
The Practical Real Estate Lawyer | November 2016
Delaware courts traditionally afford parties broad and deferential freedom of contract. In Delaware, a commercial real estate purchase and sale agreement (referred to herein as a “PSA”) is no exception—buyers and sellers are free to arrange PSAs in a wide variety of forms. Still, Delaware custom and law provide important limitations and guidance that an attorney should…
No “Leap-Frog” in Refinancing: Delaware Supreme Court Embraces Delaware’s Pure Race Priority Status
Delaware Banker | Fall 2015
A recent Delaware Supreme Court opinion reinforced Delaware’s “pure race” approach to lien status in the context of mortgage refinancing transactions. In Eastern Savings Bank, FSB v. CACH, LLC, CA No. N13A-09-008 (Sept. 28, 2015),the Delaware Supreme Court held that the doctrine of equitable subrogation (see discussion below) does not apply to a mortgage refinancing absent…
The Delaware Rapid Arbitration Act: 5 Considerations for a Practitioner
The Temple 10-Q | August 7, 2015
In response to the request by Delaware’s corporate citizenry for a modern and useful arbitration statute, in April 2015, Delaware Governor Jack Markell signed into law a new and modern approach to the arbitration process: the Delaware Rapid Arbitration Act (the “DRAA”). The DRAA returns arbitration to its long-lost roots: speedy, efficient and binding resolution of…
- Co-author, “Loan Amendments Borrower and Lender Beware!” Probate & Property, July/August 2015
- Contributor, “Delaware Construction and Design Law,” State-by-State Guide to Construction & Design Law: Current Statutes and Practice
- Contributor, State-by-State Guide to Architect, Engineer and Contractor Licensing
- Contributor, “Delaware,” State-by-State Guide to Commercial Real Estate Leases
Leadership
- American College of Real Estate Lawyers, Fellow
- Capital Markets & Real Estate Finance Committee, Chair
- Attorneys’ Opinions Committee, Vice-Chair
- Title Insurance Committee
- New Member Engagement Committee
- Nominating Committee, 2023
- American College of Mortgage Attorneys, Fellow
- Delaware State Chair
- Capital Markets Committee, Co-Chair
- Copy Editor, The Abstract
- Sponsorship Committee
- American Bar Association, Real Property, Trust & Estate Law Section
- Legal Opinions in Real Estate Transactions Committee, Vice Chair, 2021-2022
- Continuing Legal Education Committee, 2016-present
- Commercial Real Estate Transactions Group, Vice Chair, 2015-2016, 2016-2017
- Title Insurance and Surveys Committee, Chair, 2014-2015; Vice Chair, 2013-2014
- Senior Housing Committee, Vice Chair, 2012-2013
- Delaware State Bar Association, Committee on Judicial Appointments
- Temple University, Fox School of Business, Real Estate Advisory Board, Vice Chair
- Delaware State Chamber of Commerce, Economic Development Committee
- Mayor-Elect Purzycki Transition Team, Law Committee Chair
Pro Bono Activities
- Ministry of Caring, Inc., general representation in connection with real property issues
- Child Attorney, Delaware’s Office of the Child Advocate
Recognition
- American Bar Foundation, Fellow
- Chambers USA, since 2011, currently Band 1
- The Best Lawyers in America, since 2017
- Super Lawyers, 2024, 2023, 2022
- Delaware Today Top Lawyer, since 2014; Top Vote Getter, 2024, 2023, 2022, 2021, 2018, 2017, 2015
- Delaware Business Times, 40 Under 40, 2017
- Delaware Law Weekly, Lawyers on the Fast Track, 2016
Bar Admissions
- Delaware, 2005