Nossaman LLP

Simon Adams bring more than 20 years of experience to leasing transactions and construction contract matters for a variety of commercial, retail and industrial spaces, including professional offices, technology laboratories, data centers, telecom towers and brick and mortar stores. He also advises on acquisitions, dispositions and sale and leaseback arrangements and provides counsel on financing issues. Simon counts among his clients major information technology and telecommunications companies, pharmaceutical corporations, medical insurance providers, pension finance firms and banks. He has counselled organizations on their strategic real estate investment programs as well as how to buy, build and shape a suitable headquarters for their operations. Prior to joining Nossaman, Simon was a partner in the San Francisco office of an international law firm.

Marco D. Costales

Marco Costales has in-depth experience in business transactions. He has clients in various industries, including hospitality, food and beverage, health care, manufacturing, transportation, technology, arts and entertainment and retail and professional service. Marco’s experience includes representation of corporations, limited liability companies, partnerships and joint ventures in connection with formation, financing and credit facilities, mergers and acquisitions, divestitures, combinations, loan and financing workouts and restructurings, intellectual property licensing, equipment leasing and general contract, operational and employment issues. Marco currently acts as Nossaman’s Assistant General Counsel with respect to material contracts and commercial agreements between the firm and contractors, consultants, suppliers and vendors. He also handles the firm’s credit facilities with major commercial financial institutions. Along with the firm’s General Counsel and other Assistant General Counsels, Marco reviews engagement agreements and agreements for professional services between current, new and prospective clients (many of which are public agencies or divisions) and client-generated terms and conditions, and billing and other requirements. He also is a member of Nossaman’s Legal Opinions Committee, and prepares, negotiates and issues third party legal opinions in large commercial financing transactions. In the food and beverage area, he represents major grocery chains, large restaurant groups, hotel owners/operators, golf course facilities, craft breweries, wineries, beverage alcohol importers/wholesalers and airlines carriers in connection with alcoholic beverage license applications, transfers, compliance and regulatory matters.

Elizabeth Cousins

Elizabeth Cousins, chair of Nossaman's Infrastructure Group, has advised clients on an array of important infrastructure projects delivered through public-private partnerships (P3s), progressive and fixed price design-build, design-build-operate/maintain and other alternative delivery methods for more than 18 years. Public and private entities have benefited from her strategic and commercial advice in procuring complex and cutting-edge projects in the water, social and transportation infrastructure sectors. As a former attorney at one of Australia’s leading law firms, she advised on some of that country’s highest profile P3 deals. She now uses her skills to advance large U.S. projects – from business case and development to implementation and contract administration. As a result of her deep international and U.S. expertise in P3s and other non-traditional tools, Elizabeth is often called upon to help public agency clients launch their own alternative delivery programs to produce high-impact, one-of-a-kind projects. She handles a full range of issues in transactions including participating in industry engagement, developing and finalizing Requests for Qualifications and Requests for Proposals, carrying out contract negotiations, achieving commercial and financial close and contract administration.

Thomas Dover provides cutting-edge legal strategies focused in all areas of intellectual property, corporate transactions and advertising. His experience in the U.S. and internationally includes complex system and software transactions, public and government entity IT, financial and operational system procurement and negotiations, consumer product (development, branding, manufacture and distribution), and representing entertainment and media interests. Thomas is the chair of Nossaman's Intellectual Property Group and co-leads the Privacy/Data Security Group. Thomas represents a wide range of clients including small mobile app developers, busy yoga instructors, North America’s largest utility, one of the largest energy and communications infrastructure entities in the U.S., and many transportation agencies and toll system operators. His intellectual property experience includes all aspects of prosecution, transactions and claims or litigation. He represents clients in state, federal and some international courts, the U.S. Patent & Trademark Office (USPTO), Trademark Trial and Appeal Board (TTAB), the U.S. International Trade Commission (ITC), the World Intellectual Property Organization (WIPO), ICANN and more. Thomas’ early approach to new and emerging technologies continues as he works with e-commerce and digital distribution entities to conform the privacy efforts to an ever-changing landscape, including the EU GDPR, the California Consumer Privacy Act and the California Privacy Rights Act. His work in privacy and data security compliance mirrors his support of government and public agencies as they adopt innovative transportation solutions, large-scale IT systems, and interactive communications with the public. Thomas regularly discusses and presents on new technologies, privacy and data security development, and related topics with industry leaders and academics.

Ashley K. Dunning

Ashley Dunning is co-chair of the Pensions, Benefits & Investments Group at Nossaman, a member of the firm’s Litigation department and recently served on the Firm’s Executive Committee. She has provided fiduciary, governance and litigation counsel services to retirement systems and their boards since 1998. Ashley currently serves as fiduciary counsel to the New York State Teachers’ Retirement System (NYSTRS), the California Public Employees Retirement System (CalPERS) and the Public Employees’ Retirement System of Idaho (PERSI) and, as well as fiduciary, litigation, governance and/or special projects counsel to the majority of the twenty California retirement systems governed by the County Employees Retirement Law of 1937 (CERL) to the city retirement systems in Fresno, San Francisco, San Diego and Los Angeles, and to the New Mexico State Investment Council. She also is general counsel to the county retirement system in Marin. She has provided fiduciary governance training, consultation, and advice to the Maryland State Retirement and Pension System Board, Fire and Police Pension Association of Colorado Board and Staff, Colorado Public Employees’ Retirement Association’s Board and staff, the Howard County Maryland Retirement Plans’ Committees and to the Board of the Government Employees’ Retirement System of the Virgin Islands. She provided special project counsel to the Pension Reserves Investment Management Board of the Commonwealth of Massachusetts in 2018. She also has provided fiduciary expert witness testimony in proceedings on behalf of the University of California Board of Regents. Collectively, the retirement systems she serves hold more than $1 trillion in trust assets. Ashley has represented public retirement systems in litigation in numerous cases resulting in published decisions. Ashley’s most recent argument on behalf of retirement systems before the California Supreme Court resulted in a unanimous decision in Alameda County Deputy Sheriff’s Ass’n v. Alameda County Employees’ Retirement Ass’n, 9 Cal. 5th 1032 (2020) (Alameda). Alameda is a landmark decision of the Court, which decided the narrow issues presented to it determining that statutory amendments it considered were constitutional, while preserving the strength of the “vested rights doctrine” based on the California Constitution’s Contract Clause, known in public pension law as the “California Rule.” Ashley also is currently lead counsel for public retirement systems in six cases pending in California, one that is before the Supreme Court, two of which are before the Second and Third District Courts of Appeal, respectively, and three that are in trial court proceedings. These and other cases Ashley has led have involved disputes over all aspects of the administration and governance of public pension systems, including disputes over the extent to which benefits are contractually “vested” under the Federal and California constitutions, statutory interpretation regarding the provision of public retirement benefits, alleged conflicts of interest, retirement system funding, disability retirement and public transparency rules.

Joseph Haney is chair of Nossaman’s Real Estate Group. He guides real estate owners and operators through all manner of complex real estate transactions. This includes the acquisition, development and operation of real property, as well as related leasing and financing issues. He negotiates and drafts purchase and sale agreements and conducts due diligence, including reviews of title and environmental and land use conditions. Joseph advises developers on both small- and large-scale community projects requiring coordinated permitting across multiple government levels, including condominiums, hotels, retail spaces, parking structures and office buildings. He has extensive experience in preparing and reviewing entitlement applications, ensuring they are thorough and comply with all local and state regulations. Joseph also negotiates and drafts purchase and sale agreements, conducting due diligence, which includes reviewing title, environmental factors and land use conditions. By working closely with developers and professional planners, he helps streamline the application process, minimize regulatory and entitlement risks, identify potential development obstacles and develop practical solutions. Additionally, Joseph regularly advises clients in the formation and structure of joint ventures. He provides counsel regarding the most tax-efficient method for structuring the ownership, acquisition and disposition of real estate. He guides them through tax-deferred exchanges, including reverse exchanges, build-to-suit exchanges and exchanges involving partnerships, limited liability companies and tenants-in-common arrangements.

Brad Kuhn, chair of Nossaman's Eminent Domain & Inverse Condemnation Group, is a nationally-recognized leader in the areas of eminent domain/inverse condemnation, land use/zoning and other property and business disputes. Brad has spent nearly two decades guiding public agencies, utilities and property owners through more than $30 billion of real estate development and infrastructure projects. An accomplished real estate and business litigation lawyer in California and across the United States, Brad focuses on the transportation, energy/gas, water, land use development and telecommunications sectors. His work has been profiled in numerous publications, including multiple cover features in Right of Way Magazine. He is a sought-after speaker and the author of several treatises on condemnation and real estate valuation. Both Chambers & Partners and Best Lawyers in America© recognize Brad for land use, zoning and infrastructure matters, commending his “responsiveness,” “practical, business-minded advice” and “high level of decorum.” He has earned the CRE® designation by the Counselors of Real Estate® and serves as Chair of the California (Southern) Chapter, distinguishing him as a leading advisor in complex real property matters. Some of Brad’s other accolades and recognitions include: Recognized as a “Top Real Estate and Development Lawyers” Lawyer for 2025 by Daily Journal Recognized as one of the “Top 100” lawyers in California by Daily Journal Identified as a Visionary in Commercial Real Estate by the Los Angeles Times Recognized by the Recorder as a California Trailblazer, a recognition given to only a “handful of attorneys that are truly agents of change” and have “made significant marks on the practice, policy and technological advancement of their practice” Selected for inclusion in the legal directory Best Lawyers in America© in the category of Land Use and Zoning Law Chosen for individual recognition by Chambers USA for Real Estate: Zoning/Land Use Law Recognized as the Top Rated Lawyer in Land Use and Zoning by the American Lawyer Named the Best Land Use/Zoning Attorney in Orange County by Orange County Register Recognized as the Best Eminent Domain Attorney by US Business News’ Legal Elite Selected as a Southern California Super Lawyer Rated AV-Preeminent by Martindale-Hubbell, a rating given to only those attorneys who exhibit the highest level of professional excellence based on a review of their peers Brad serves as general counsel and sits on the Advisory Board for Mobility 21, and has served as general counsel to the International Right of Way Association (IRWA), where he was elected as President of the Inland Empire Chapter and named as the organization’s “Professional of the Year.”

Karla MacCary has 30 years of experience in real estate transactional and financing matters. A previous chair of the Real Estate Group, she represents investors and developers, as well as governmental agencies, in the acquisition and disposition of office buildings, hotels, industrial properties, condominiums, mitigation properties, multi-family, undeveloped land and agricultural land. She also represents the same owners in financing their properties. Karla represents landlords, tenants and governmental entities in leasing of commercial and industrial properties as well as ground leases. She also represents borrowers and lenders in loans secured by real property and in equity financing, as well as loan assumptions and defeasances of securitized loans.

Yuliya A. Oryol

Yuliya Oryol is co-chair of the Pensions, Benefits & Investments Group at Nossaman. She has more than two decades of experience representing institutional investors and government agencies in a broad range of investment matters nationally and internationally. Yuliya focuses her practice primarily on representing investors in alternative investments in different asset classes and related regulatory work. Yuliya has extensive experience in representing investors in domestic and off-shore commingled private funds, separate accounts, co-investments, funds of one, continuation funds, secondary transactions, joint ventures, and strategic alliances. Yuliya appears before boards of trustees to present on issues related to investments and works with investment officers and in-house counsel on investment-related transactions. She also regularly speaks at industry conferences and publishes on the subject of alternative investments and other investment related matters. Yuliya is the current Chair of the Investment Section of the National Association of Public Pension Attorneys. From 2000 to 2003, Yuliya worked in Seoul, South Korea where she represented American, Asian and European entities, including South Korean institutional investors. Prior to private practice, she was a Judicial Intern for the Hon. Daniel M. Hanlon, California Court of Appeals, First Appellate District and a Judicial Extern for Chief Magistrate Steele Langford, U.S. District Court, and Northern District of California.

Ben Rubin is chair of Nossaman’s Environment & Land Use Group. Ben assists developers, public agencies, landowners and corporate clients on a variety of complex land use and environmental matters. He counsels clients on matters dealing with the Federal and State Endangered Species Act, the Federal Telecommunications Act of 1996, the National Environmental Policy Act, the National Historic Preservation Act, the Federal Toxic Substances Control Act, the California Hazardous Waste Control Act, the California Environmental Quality Act, the California Coastal Act, the California Permit Streamlining Act and the Federal and State Constitutions. These matters generally involve federal and state permitting issues, local zoning issues and variances, environmental planning and compliance, right-to-take challenges and valuation of property interests. Ben also has experience assisting property owners and businesses with lease disputes and breach of contract claims. Prior to joining Nossaman in 2007, Ben was a law clerk to the Honorable Andrew J. Guilford, United States District Judge. He also served as an intern for the Honorable Patrick J. Walsh, United States Magistrate Judge. Ben regularly comments on news, events and policies affecting endangered species issues in California and throughout the U.S. on the Firm's Endangered Species Law & Policy blog. He also frequently comments on court decisions, news and events impacting eminent domain on the Firm's Eminent Domain Report blog.

Douglas W. Schwartz

Doug Schwartz focuses on tax matters (international, federal, state and local) issues affecting individual and compensation planning; business formations, transactions and operations; charities, public pension systems and other tax-exempt entities; and investments in different asset classes and investment vehicles. Doug has a comprehensive understanding of the complex local, state and federal laws and regulations that affect personal and business taxes for a wide variety of industries. He counsels clients in the entertainment, internet, manufacturing, real estate, sports, nonprofit and public agency sectors. He provides clients with advice on sales and use tax; Proposition 13; documentary transfer; and local business license taxes in addition to income and franchise taxes. Doug is AV Preeminent® Peer Review Rated by Martindale-Hubbell.

Anna Tang serves as co-chair of Nossaman’s Corporate Group. She is a leading corporate lawyer, highly regarded for her pragmatic commercial approach and for her capacity to work through complex and strategic legal issues and transactions. Anna represents and advises emerging and established companies through a broad range of industries as transactional and general corporate counsel with respect to a wide variety of business transactions, including mergers and acquisitions, commercial agreements and negotiations and corporate governance. She works closely with clients at all stage of the business lifecycle – from setting up and buying a business through restructuring, disposing of businesses and assets and winding down a business. Her representation includes entity formation, negotiating, drafting and reviewing all forms of commercial agreements and negotiations, purchase agreements, joint venture, partnership and shareholder and other forms of equity agreements. Anna also regularly consults with a variety of clients in and outside the transportation and infrastructure industries concerning a wide variety of commercial issues including special purpose entity formation and governance issues. In addition to her general corporate clients, Anna works with many healthcare and real estate clients. She represents owners, operators and managers of ambulatory surgical centers and surgical hospitals, outpatient imaging facilities and hospice programs in the development of facilities throughout the United States. She also advises managed care medical groups and independent practice associations in restructuring and combinations with other organizations. Additionally, she has represented various real estate entities and property developers in the formation of joint ventures and associated ownership and holding entities, and in the acquisition of third-party financing. Having begun her career as a corporate and tax attorney at a top 20 law firm in Australia, Anna has expertise in assisting clients with commercial matters and tax-effective structures for Australian investments and activities. She also advises multinational and foreign clients on Australian and international commercial and taxation issues.