John (Jay) R. Gowell is a Partner with Pannone Lopes Devereaux & O'Gara LLC and a member of the firm's Corporate & Business, Real Estate & Commercial Lending and Nonprofit Organizations Teams. Attorney Gowell has extensive experience in the areas of corporate law, finance and real estate development in both the private and public sectors, and has represented many private developers, public agencies and corporate clients in development, permitting, construction, leasing and financing transactions and in the purchase and sale of office buildings, shopping centers, assisted living facilities, nursing homes, marinas and other real estate assets. He is a nationally recognized bond counsel, and is listed in the Bond Buyer "Red Book." He has served as bond counsel, issuer's counsel and underwriter's counsel in a wide range of public bond financing transactions.
Mr. Gowell is a prominent member of the legal community, and has been honored by his peers and judges with the AV Preeminent rating from Martindale Hubbell, which is the highest rating based on both legal ability and ethics. He also has been a Special Lecturer in business ethics and professional responsibility in the Providence College Graduate School of Business.
Mr. Gowell has experience in mergers and acquisitions and divestitures of companies, as well as shareholder disputes and buy-sell agreements. His comprehensive legal portfolio of work also includes corporate law, commercial lending, distressed debt and loan workouts and receiverships. He has considerable experience in the purchase and sale of companies and in syndications, venture capital transactions and securities matters, and frequently represents companies engaged in various sectors of the marine industry. Mr. Gowell also has served in leadership roles and as legal counsel for many charitable and other not-for-profit organizations.
Mr. Gowell has served as counsel to states and municipalities and their departments and agencies, including Nassau County, New York, the Governor of the State of Rhode Island, the Rhode Island Department of Administration, the Rhode Island Department of Transportation and the Rhode Island Commerce Corporation. In connection with his public sector work, he has provided legal counsel and strategic guidance to high visibility projects such as the lease and revitalization of the Nassau Veterans Memorial Coliseum, the development, ground lease and construction of Providence Place Mall and the site acquisition, financing and construction of a 400-acre office campus for a major national financial services company in Smithfield, RI. As counsel to private developers, Mr. Gowell has worked on many residential, industrial, office and hotel projects, public development and urban redevelopment projects, public-private partnerships (P3) and economic development projects.
Mr. Gowell currently is a member of the Rhode Island Industrial Recreational Building Authority, the Rhode Island Sailing Events Commission, the Board of Trustees of the Greater Providence Chamber of Commerce and the Brown University Civic Leadership Council. From 2005 to 2012, he chaired the East Greenwich Public Schools Building Committee, which successfully implemented a $52 million, multi-year building improvement program, including construction of a new 108,000-square foot middle school and major improvements to a high school. For 20 years, he served as a Director of the Rhode Island Philharmonic Orchestra and Music School, including as its President from 2000-2002. From 2003-2009, he chaired the Philharmonic Orchestra's Building Committee in the successful purchase, financing, redesign and extensive $8 million renovation of a 50,000 square foot building into a nationally-recognized, state-of-the-art community music school.
Areas of Practice
- Corporate & Business
- Real Estate & Commercial Lending
- Nonprofit Organizations
- Public Finance
- Rhode Island
- U.S. District Court District of Rhode Island
- New York
- University of Pittsburgh School of Law, Pittsburgh, Pennsylvania
- Trinity College, Hartford, Connecticut
Professional Associations and Memberships
- Rhode Island Bar Association
- National Association of Bond Lawyers
- Boston Bar Association
- Represented national cable television provider in siting, acquisition, permitting and construction of regional operating headquarters, and statewide real estate acquisition, permitting and development of network hubs.
- Represented developer in zoning and financing of $160 million waterfront luxury residential condominium project.
- Represented global petroleum company in redevelopment of former petroleum tank farm into urban waterfront mixed-use condominium project (600 units) in development agreement and city council approvals for $17 million tax increment financing plan.
- Represented developer in development agreement and city council approvals for $9.37 million tax increment financing plan for 407 unit waterfront residential property on 48 acre former petroleum tank farm.
- Represented developer in negotiation and execution of agreement to acquire 100+ acre parcel of land from court-appointed receiver for development of sports complex.
- Represented municipality in litigation with developer over failed real estate development project involving complex development agreement, ground lease, and US HUD loans and grants for the project.
- Represented owner of world-renowned yacht facility in sale of company, and in environmental remediation, litigation and sale of adjacent 45 acre parcel, permitted for a 1500 slip marina on former US Navy base property.
- Represented developer/residential country club owner in bankruptcy litigation involving Chapter 11 bankruptcy of resort operator/condominium owner.
- Represented developer in exploratory investigation of adaptive reuse of former military sites and historic properties.
- Represented consortium of manufacturers and industry vendors in executing agreement for acquisition of former military site from US Navy for expansion of private sector maritime-related businesses.
- Represented landowner in complex land disposition strategy, encumbered by unfavorable easements and options in favor of developer of adjacent land.
- Led the Nassau County, New York negotiating team in a unique competitive procurement process with two major sports/entertainment development companies (Madison Square Garden Company and Forest City Ratner Company) in the successful negotiation of new long-term lease for revitalization and re-use of the Nassau Veterans Memorial Coliseum and surrounding 77 acre site. The new lease was unanimously approved by all County advisory committees and won unanimous bi-partisan approval of the Nassau County Legislature.
- Represented RI Departments of Transportation and Administration in legislative, legal and strategic strategy for disposition of surplus land created by relocation of an interstate highway, including negotiation and conclusion of agreement for disposition of land and issuance of $37.4 million in tax-exempt bonds. Coordinated with a large team including engineers, employees from several departments and divisions of state government, other legal counsel, appointed public officials and representatives of the Federal Highway Administration.
- Served as bond counsel to the RI Economic Development Corporation and RI Airport Corporation in the documentation and closing of the issuance of $48 million in First Lien Special Facility Revenue Bonds and a $42 million Federal Highway Administration loan through the TIFIA loan program. This engagement followed legal work previously completed for the State on overall planning and the financial structure for the project.
- Led the State’s legal team on behalf of the RI Economic Development Corporation and Governor to negotiate and document development agreement, ground lease, 300 acre land acquisition, $25 million bond financing and implementation of performance based economic incentives to attract Fidelity Investments to construct an office campus in Rhode Island. Served as official spokesperson for press inquiries, particularly regarding the project’s use of eminent domain for economic development.
- Served as lead counsel for the Governor of the State of Rhode Island, the RI Economic Development Corporation and other state departments and agencies in re-structuring the public’s involvement and risk exposure in this important economic development project. Led the State’s legal team through careful analysis of economic impacts, hard-fought negotiation and precise drafting of enabling legislation and legal documentation (development agreement, ground lease, public investment and related agreements), to successful completion of the project (comprising 1.3 million square foot, four level shopping mall and 4,000 space parking garage) and its financing. Successfully testified before House and Senate committees of the Rhode Island General Assembly to secure implementation of a unique performance-based sales tax subsidy. Served as issuer’s counsel in the public sale of $71 million in tax-exempt revenue bonds backed by sales tax subsidy.
- Served as the State of Rhode Island’s legal counsel to devise a non-political public bidding process for private adaptive reuse of a decaying but prominently located state-owned building. Negotiated with selected developer to obtain assurances that necessary private financial commitments and financial protections for taxpayers were in place. Documented transfer of property for rehabilitation and removal from State ownership and public liability. Site is now a successful, national-flag hotel.