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Editorial


Front Page - Friday, January 3, 2020

Proctor’s inside-out path to Husch Blackwell




Wendy Proctor is a leasing attorney and a new partner at Husch Blackwell’s Chattanooga office. She is also Husch’s hiring chair and is involved with the firm’s True North women’s initiative. - Photograph provided

Attorney Wendy Proctor worked for 20 years as in-house real estate counsel for national retail companies and developers. She would have laughed during that time if someone had suggested she’d someday be a partner at a law firm.

But five years after Proctor moved to Chattanooga and joined Husch Blackwell, the firm has made her a partner.

The promotion signifies to Proctor her commitment to contributing to the fullest extent of her abilities. It also imparts added responsibility as she concentrates her practice on reviewing, negotiating and drafting complex lease agreements for landlords, tenants and developers across the nation.

Fresh off a trip to Napa, California, to celebrate turning 50, Proctor discusses her career and how she’s tackling the challenges presented by the changing landscape of brick-and-mortar stores and shopping centers.

You’ve had an unconventional career path.

“Most people graduate from law school, work in a firm and then go in-house later in their career. But I worked in a corporate environment for about 20 years and then came to a law firm.

“I’ve been in private practice five years. I never thought I would enjoy it as much as I have. I was hoping it would be bearable, but it turned out to be quite enjoyable.

“I like the challenge of working on a variety of projects with a variety of clients. It allows me to learn new things every day, which is a refreshing change from my prior corporate roles, where there was not nearly as much flexibility in terms of career path and opportunities to challenge myself.’’

What else do you enjoy about being in private practice?

“A lot of why I’ve enjoyed private practice as much as I have is because of the people with whom I work on a daily basis, both in the firm and externally with our clients. Prior to working at a law firm, I had a negative stereotype in my mind of what life at a law firm would be like – lots of billable hours and trying to please demanding partners.

“My perception was not based on any actual experience; I just had this idea, which has turned out to be entirely unfounded. This has been a good lesson for me to be more open to taking risks and trying new things. Sometimes, you’re pleasantly surprised.’’

How did your practice develop into what it is today?

“I started working in-house at CBL right out of law school. Jay Wiston, who was the executive vice president of leasing, offered me a job, but really what he gave me was a career – and to this day, I really appreciate that.

“I cut my teeth at CBL learning the fundamentals of retail leasing. I worked there for two and a half years and then worked briefly for another developer in Columbus, Ohio. I then moved to Kansas City and worked in-house at Hallmark for 16 years. That was a great place to work and a great brand to be associated with.

“I then went to Scottsdale, Arizona, and worked in-house at PetSmart, where I learned about big-box leasing, ground-up developments, redevelopments and similar types of projects.’’

What brought you to Chattanooga?

“I had three young kids. You can pay someone to take care of your children, but you can’t pay someone to care about your children the way your family does. On top of that, my son was becoming a teenager and needed positive male role models. So, I moved here, and my dad, brothers-in-law and boyfriend filled those gaps. Having more family around was good for my daughters, as well.’’

You carved out a nice niche in the law for yourself.

“Yes. I did a very narrow niche of retail leasing while I was at Hallmark – small shop and in-line leasing where often the landlord had the bargaining leverage. With PetSmart being big box, you have more clout when you’re negotiating because it’s a larger tenant. It was fun to be an anchor in a power center environment as opposed to a small retailer within a shopping mall environment.’’

How have you expanded your practice since joining Husch Blackwell?

“My practice areas now include a greater variety of leasing; it’s been a good mix of retail, restaurant, entertainment, big box, fitness, health care, industrial and grocery uses. I represent both landlords and tenants, which keeps me on my toes. There are days when I’ll have a two-hour negotiation representing a landlord for a 25,000-square-foot health club, and then hang up from that call and have to put on my tenant hat to negotiate another lease where I’m representing a 2,000-square-foot restaurant tenant.’’

How are malls handling department stores like Sears and Macy’s closing?

“Landlords are having to figure out how to reinvent their centers in a way that keeps them vibrant and viable. Uses that previously would never have been part of a typical mall environment, such as fitness centers, entertainment uses, hotels and residential, are now becoming increasingly commonplace and desirable. Hamilton Place is redeveloping the former Sears with a Dick’s Sporting Goods and Dave & Busters. It’s exciting to get to see a shopping center reinvent itself like that.’’

What challenges does this shifting landscape present to you?

“One of the things that fascinates me about redevelopments is a lot of them have operating agreements in effect that were signed more than 30 years ago. When those agreements were drafted, they made perfect sense for the environment that existed then, which typically include a laundry list of uses that aren’t permitted in the shopping center.

“Back then, everyone was like, “No problem. We would never do that.” Now, it’s, “I need to figure out what to do with a 150,000-square-foot vacant anchor building, so let’s put in a gym, a hotel and a trampoline park.” But before you do that, you have to look at the operating agreement, and you’ll see that you’re not allowed to put in a fitness use, a hotel or any entertainment uses.

“So you’re trying to reinvent a shopping center while trying to work within these rules. And if you want to change those rules, you have to go to your anchors and get their consent.

“Fortunately, the anchors seem to understand what we’re doing. If you want the shopping center to stay viable, you have to play by the new rules. So, you can usually figure it out, but it’s just one more thing you have to find your way through to finalize the deal and make the project a success.’’

I thought you just read leases all day.

“Whenever I’m reviewing an operating agreement that was signed 40 years ago, I picture a woman with a beehive hairdo and horn-rimmed glasses typing the lease on a manual typewriter while smoking a cigarette. I’ll think, “I was 4 years old when they came up with this thing, and it’s still in effect.” Once you’ve recorded a document, it remains in place long after the people who negotiated and signed it are gone.’’

You do projects across the U.S. and in Canada. But have you worked locally?

“I’ve done several deals of all sizes for landlords of various malls and retail centers in Chattanooga. I have also represented local business owners that run a variety of businesses, including restaurants.’’

What took you down the path to the law?

“I like to read, I like history and, for whatever reason, the law interested me. I went straight from undergrad to law school. I didn’t know I was going to do real estate. Law school for me was an exercise in elimination. I’d take environmental law and say, “I don’t like that.” I also quickly decided I didn’t want to be in a courtroom.

“But when I took real estate classes, I enjoyed them. I had a good professor, which makes a big difference.

“So I knew I wanted to do real estate but didn’t know what that meant. And then our career development office listed a job at CBL, so I sent in my resume. I knew they owned Hamilton Place, but I didn’t know what they were going to tell me to do with my time. When I showed up, they said, “Here, read this lease.” So, I did, and I’ve been reading leases ever since.’’

What do you enjoy about being a real estate attorney?

“Although we’re on opposite sides of the table, we’re trying to get to the same place – a signed deal. I think that we’re all motivated to solve problems and figure out a way to resolve the issues in a way that we all get what we need. We’re business partners in a sense rather than adversaries. For the property to succeed, the tenant has to succeed, and vice versa.

“And when it’s all said and done, every time I go to Hamilton Place, I can say to my children, “I did the lease for that store.” I can see it; I can touch it. I get a kick out of the tangible results of my efforts.’’

Do you ever find yourself wishing you had done something else?

“When I was in a corporate environment, I was working within a small subset of what’s already a small area. I was interested in doing more, but when you’re a lawyer in a corporate environment, they can’t picture you doing other things. So it was hard to move around the company and get different opportunities.

“That’s another thing I like about private practice. If I can persuade somebody to let me work on a project, then I can do it. And I’m pretty persuasive.’’

What’s next for you?

“I enjoy health care leasing, so I would like to grow that area of my practice.’’

How have you balanced being an attorney and a single parent?

“I’ve been fortunate in terms of having a good support network. I’ve also been fortunate in terms of the places I’ve worked. I’ve never felt like I had to be either a good mom or a good employee. I’ve always been able to balance those things and be both a good mom and a good employee.

“I was working at Hallmark when I had all three of my kids. Hallmark allowed me a lot of work-life balance – far more than I would have had as an associate in a firm environment. There wasn’t a huge expectation of working nights or weekends or keeping 10 different clients happy. In a firm environment, you have different pressures on you. I feel like the pressures of a firm environment are more manageable now that my kids are older.’’

What do you like doing in your spare time?

“My boyfriend and I love to cook and we enjoy wine. We also love to learn about wine. The more you know, the less you know; there’s always something new to learn. I like that.

“We’ve really gotten into grilling on our Big Green Egg, too, and this past October, we formed a team and entered the Scenic City EggFest. We had a great time and ended up coming in third place, which we thought was pretty good for our first attempt.

“One of our favorite things to do is invite a few friends over, cook a great meal and share some good wine and conversation.’’

Talk about your volunteer efforts and community work.

“This coming year, I’m the hiring chair for Husch Blackwell in Chattanooga. I’m also involved with the firm’s True North women’s initiative, where we host events to which we invite other professional women in the community. It provides everyone who attends networking and training opportunities.

“I’m also involved with 100 Women Who Care. It’s a neat way for me and my small contribution to make more of an impact in the community.’’

What’s the best thing about what you do?

“In my experience, most of the people who do transaction work are very nice people. There’s always incentive on both sides to find the middle ground and creative solutions to issues. Although a negotiation can be difficult or even contentious at times, at the end of the day, I ought to be able to sit down with my counterpart on the other side of the table and have a drink and a nice conversation. And, generally speaking, that’s the case.

“It’s such a small industry that there’s always a strong likelihood of finding yourself working with that person again, so it’s never a good idea to burn any bridges.’’

Give me an example of a company you’ve worked with and what that was like.

“I’ve done several Dave & Buster’s leases, and I’ve worked with the same in-house counsel and the same outside counsel they have used for all of the deals. They have been tough but really good to work with. We’ve had to work through certain issues to a painstaking degree, but they were smart and we worked very well together.

“Even though it was difficult, it was always friendly and never mean spirited. I had the opportunity to meet Dave & Buster’s outside counsel in person this past fall, and it was like we were long lost friends. I really appreciate and value the relationships I’ve developed in this industry over the course of my career.’’