Multipropiedad y Desarrollo de Fraccionamientos

Our experience in the timeshare and fractional industry includes the full range of services required to help you not only navigate the complex regulatory environment, but flourish in this constantly evolving market. With attorneys located in the major centers of the vacation ownership industry, our attorneys are intimately familiar with the business and legal needs of the industry, including property acquisition, financing and deal structuring, project development, use plans, points and product structures, sales and marketing, and management and operations. Our key areas of focus include:

• Acquisitions – Advising on the acquisition, sale, financing, and real estate issues in connection with acquiring development sites.
• Joint Ventures & Corporate Structuring – Structuring joint ventures related to the ownership of timeshare development entities. Advising on corporate structuring and tax efficiency unique to timeshare and vacation ownership developers.
• Project Structuring – Advising on the development of timeshare, fractional ownership, and vacation club programs, ensuring compliance with federal, state, and international laws. We have assisted clients in developing simple to complex use plans, point programs, rotating use plans, and associated inventory management structures.
• Financing – Advising developers in connection with matters related to acquisition and construction loans, securitizations, and hypothecations.
• Mixed-Use, Condominiums, and Master Planned Communities – Guiding clients to find the optimum structure for mixed-use projects that encompass timeshare/fractional units and other components. In addition, Foley counsels on fee-for-service agreements, sales and marketing agreements, and branding agreements.
• Sales & Marketing Compliance – Assisting with multi-jurisdictional compliance with advertising, consumer protection regulations, and disclosures required for timeshare sales and promotional programs.
• Timeshare Management & Resort Operations – Negotiating agreements for resort management, exchange programs, and homeowner association governance.
• Registration & Regulatory Compliance – Assisting with multi-jurisdictional compliance with state registration and disclosure filings for timeshare/fractional sales.
• Fractional & Private Residence Club Developments – Structuring projects that integrate fractionals and private residence clubs with hotels, residential components, and other assets.
• Consumer Financing & Resale Market – Advising on financing programs, consumer lending regulations, and secondary market transactions for timeshare resales.
• Brand & Intellectual Property Protection – Securing trademarks, managing brand licensing, and advising on intellectual property issues.
• Food & Beverage Operations – Structuring agreements for in-house restaurants, bars, celebrity chefs, and catering services serving resorts.
• Employment & Labor Compliance – Addressing wage and hour laws, union negotiations, and workforce management in the hospitality sector.
• Technology & Guest Services – Advising on reservation systems, digital platforms, and emerging technologies.
• Crisis Management & Risk Mitigation – Providing legal guidance on liability issues, guest safety, cybersecurity, and reputational risk management.
• Litigation & Dispute Resolution – Representing clients in disputes related to contract enforcement, consumer claims, and regulatory investigations.

Clientes representativos

• Created an innovative, multi‑property trust‑based product structure for Marriott Vacations Worldwide that preserved favorable tax and accounting treatment while delivering a groundbreaking competitive advantage in the luxury fractional and private‑residence‑club market. The structure enabled flexible real‑estate interests, a unified points system, and an exchange platform spanning multiple affiliated resorts—requiring sophisticated multijurisdictional work across registration, trust law, ownership rights, usury, and conflict‑of‑laws issues.
• Represented Marriott Vacations Worldwide Corporation in its spin‑off from Marriott International, forming a new publicly traded company. Work included preparing and reviewing key transactional documents such as the separation and distribution agreement, license agreements, management and transition services agreements, and revised intercompany agreements to support a smooth and compliant separation.
• Served as lead timeshare and exchange counsel to Hilton Grand Vacations in its $1.4 billion stock‑based acquisition of Diamond Resorts, combining the world’s largest independent timeshare operator with HGV’s global brand. The deal broadened HGV’s portfolio into 20+ new markets and created the industry’s most expansive vacation‑ownership platform, integrating Diamond’s 92 resorts and 400,000 owners with HGV’s 62 properties and 325,000 owners.
• Served as lead timeshare and exchange counsel in Marriott’s $4.7 billion agreement to buy timeshare operator ILG; the second largest deal of 2018 according to the Law360 article, “More Than 10 Firms Guided 10 Largest 1st-Half Hotel Deals.” The combined company now spans 100+ properties, 650,000 owners, seven premier vacation brands, and a major exchange network with nearly two million members and over 3,200 affiliated resorts.
• Advised a client on structuring and documenting the tokenization of timeshare interests, addressing both federal and state money‑transmitter requirements and regulatory considerations for digital assets. The work included preparing trust arrangements and related agreements to ensure full compliance with evolving timeshare and digital‑asset regulations.
• Represented Holiday Inn Club Vacations Incorporated in a series of seven timeshare loan securitizations totaling more than $1.4 billion, including the Orange Lake Timeshare Trust 2012-A, Orange Lake Timeshare Trust 2014-A, Orange Lake Timeshare Trust 2015-A, Orange Lake Timeshare Trust 2016-A, Orange Lake Timeshare Trust 2018-A, Orange Lake Timeshare Trust 2019-A and HIN Timeshare Trust 2020-A.
• Advised a condominium‑hotel developer facing financing challenges and unsold units by creating a vacation‑club membership structure that provides a viable exit strategy without triggering Florida’s unanimous‑consent requirement for timeshares. This novel structure allows the client to sell memberships without violating governing‑document or statutory restrictions and represents an innovative solution not previously utilized in the market.
• Negotiated a comprehensive sales, marketing, and rebranding arrangement with Wyndham Vacation Ownership to create an effective exit strategy for a condominium project burdened with 275 unsold units, enabling a successful product relaunch during challenging economic conditions. The solution leveraged rights reserved in the original condominium documents to introduce a timeshare/fractional component, and also included negotiating a hypothecation receivables loan to support the developer’s financing needs.
• Represented a client in structuring a mixed‑use resort featuring condotel, fractional, condominium, and residential components within a master‑planned community. The work included advising on development strategy, branding, trademarks, and sales and marketing registration to support a cohesive and compliant project launch.
• Served as lead counsel for Hilton Grand Vacations in several significant deals, including its acquisition of The Crane Resort in Saint Philip, Barbados, which is valued at more than $282 million; the $175 million acquisition of a 208-room New York City Hotel to be converted into 212 “urban vacation” units; and the $41 million deposit to purchase 87 of the 375 hotel rooms within the Hilton Los Cabos Beach and Golf Resort in Los Cabos, Mexico, from a joint venture of partners, totaling approximately $50 million.
• Represented client in providing local counsel opinions related to project documents and consumer financing documents in connection with the successful issuance of a $400 million Senior Secured Term Loan A, maturing January 2028, with pricing of SOFR plus 175 basis points. The funds will be used to partially pre-pay the $1.3 billion Term Loan B, maturing August 2028.
• Represented Club Exploria, LLC in defending an enforcement action brought by the North Carolina Attorney General, successfully arguing key statutory‑limitations issues. The case resolved with no payment from the client and a consent order limited to future compliance, underscoring the strength of the firm’s state AG practice and litigation strategy.
• Represented Floridays Development Company, a developer of a condominium hotel project. Due to the economic downturn and difficulty in obtaining financing, Floridays was left with a partially completed project and unsold units. The only exit strategy at the time was timeshare, as Florida law prohibits creation of timeshare without a unanimous vote of all owners and mortgagees. Foley created a vacation club product which enabled the client to sell memberships as an exit strategy without violating any documentary or legal restrictions.
• Represented Ingenuity, the developer of an unsuccessful master planned community on a nationally acclaimed fishing lake, by rewriting all project documentation and creating a fractional‑ownership regime as an exit strategy—one of the few viable solutions for stalled second‑home developments. The engagement also included preparing consumer‑finance documents and negotiating with lenders to secure end‑loan financing.
• Represented Kingwood International Resorts in the negotiation for acquisition of various assets from LRA OBB, Limited; Resort Holdings (Bahamas) Limited; and G-LA Resorts Holdings LLC of Reunion Cay Resort for a combined $29 million. Represented developer of a 2000 acre planned unit development with planned single homes, condominiums, Palmer-designed golf course, marina, and airport.
• Represented Accelerated Assets as servicer/originator in their $194.19 million Accelerated 2021-1H LLC transaction.
• Represented Hilton Grand Vacations Inc in the tax review of their $300.00 million Hilton Grand Vacations Trust 2020-A transaction.
• Represented Diamond Resorts in a scratch and dent securitization.
• Represented a timeshare loan company in issuance of $160 million asset backed securities pursuant to Rule 144A and Regulation S.
• Represented a timeshare loan company in $325 million syndicated revolving loan facility.
• Advised client in creation of a trust-based vacation/travel club for high end recreational vehicles. Provided advice in connection with reservation program, consumer finance, tax and entity structure, and exchange company affiliation issues.
• Asesoramiento a Realmark Realty Group en relación con la estructura de condominios, documentación, registro, operaciones y cuestiones de gestión en relación con cinco condominios y comunidades planificadas.
• Advised major international timeshare developer in connection with restructuring its timeshare program and converting to a points-based use system.
• Assisted a client in creating a legal structure of a travel club product that would not violate strict local land use limitations. We worked with client to create a branded travel club product that was commercially feasible yet stayed within the very limited land use laws.
• Assisted client in negotiation of affiliation agreement and negotiation of reciprocal use agreement.
• Conducted a comprehensive 50‑state legal survey on seller‑of‑travel, buyer’s clubs, and consumer‑membership laws to support a nationwide discount‑program rollout. Delivered detailed research charts and compliance guidance by analyzing statutes, regulations, and legislative history and coordinating revisions with supervising attorneys and associates.
• Foley & Lardner LLP advised Marriott as lead timeshare and exchange counsel in the transaction. Orlando-based Partner Bill Guthrie led the team, with assistance from Orlando Partners Dan Bachrach and Matt Jassak.
• Assisted and advised client in conjunction with acquisition of existing timeshare resort and adjacent hotel. Assisted client with creation of timeshare plan.
• Assisted and advised client with all aspects of creation, structuring, development, sales, and marketing issues related to development of multisite timeshare trust.
• Local counsel for a $400 million securitization of timeshare loans through Hilton Grand Vacations Trust 2025-2.
• Negotiated and advised client in connection with acquisition of existing hotel to convert to timeshare resort.
• Prepared local counsel opinions for a national timeshare estate and electronically certified document opinions for all products.
• Represented timeshare sales and marketing company in connection with negotiation of fee for service agreement with timeshare developer.
• Represented a public timeshare company in opinions as part of their $450 million securitization.
• Represented a timeshare company in local counsel opinions for a $375 million securitization of timeshare loans. Four classes of notes were issued.
• Representó a BVG Resort Homes, Ltd. En relación con la estructuración, financiación y puesta en marcha de un club de destino de equidad.
• Represented client as local counsel on a $470 million securitization of vacation ownership loans, providing comprehensive review and preparation of legal opinions. Coordinated with multiple parties to resolve open issues and deliver finalized, executed opinions in escrow.
• Represented client on modernizing its timeshare laws by reviewing existing regulations, drafting proposed statutory updates, and collaborating with stakeholders. Delivered revised legislation that incorporated industry feedback and strengthened the regulatory framework.
• Represented condominium developer on the creation and sale of a Florida condominium, the conversation of the condominium, to fractional/timeshare, and negotiating multiple fee for service deals with a major hospitality branded timeshare company.
• Represented developer of a failed master planned community in Branson, Missouri. Advised client in connection with converting the project into a fractional resort.
• Represented large Caribbean timeshare company in creation of multisite timeshare plan with locations in St. Maarten and Curacao.
• Represented publicly traded timeshare developer, in the negotiation of a build to suit purchase and sale agreement for the phased acquisition of over 150 units in New York City.
• Represented Sky Management in developing a legally compliant exit strategy for partially completed condominium‑hotel projects facing financing challenges and unsold units. Created a novel vacation‑club product—designed to avoid Florida’s unanimous‑consent requirement for timeshares—that allows the client to sell memberships without violating governing documents, and can be paired with a regulated timeshare product for added flexibility.
• Represented The American Resort Development Association in preparing proposed legislation for non-judicial foreclosure which ultimately became law.
• Advised timeshare developer in connection with creation of timeshare resort in Texas including registration, operation, affiliation, and consumer finance advice.
• Advised client in connection with conversion to a points-based overlay for its Williamsburg timeshare resort.
• Represented the developer of a failed residential condominium and engaged to convert prior documentation to convert the condominium into a fractional regime as an exit strategy. Represented the client in negotiations with lender and purchasers.
• Represented a hotel and timeshare hospitality client in defending lawsuit brought by timeshare owner who was banned from use due to sex crime conviction. 
• Seconded with the client to assist the in-house legal team while client was being spun off from Marriott International.
• Advised client in connection with trademark of timeshare sales process developed by client.
• Advised a developer in restructuring a planned mixed‑use hotel and condo‑hotel project in Florida’s Panhandle into a fractional ownership model after market conditions softened. Implemented a trust‑based structure granting purchasers deeded beneficial interests in a Florida Land Trust—accommodating varied unit types and avoiding condominium or multi‑ownership classifications imposed by zoning restrictions—while supporting a program that includes commercial, residential, and hospitality components.
• Assisted the largest non-US developer of resorts, Sol Melia, to enter into the United States timeshare market through the negotiation of a purchase of property and advice in connection the appropriate product structure given the state and US tax and regulatory implications. In addition, advice was given to the client in connection with the protection of intellectual property.
• Assisted a European resort developer with corporate and tax advice, development and operating entities, and with structuring the offering of Rosewood branded residences in a luxury hotel for sale residential mixed-use, master planned community to be located in Barbuda. In addition to structuring advice, Foley’s representation included preparation of condominium, club, and purchaser offering documents.
• Guided complex negotiations for the development of the Wyndham Grand Clearwater Beach Resort, a major mixed‑use project featuring a 345‑room hotel, 105 timeshare residences, and extensive shared amenities. The team crafted innovative ownership and management structures to support the project’s dual‑tower design and resort‑level offerings.
• Represented a developer in establishing a new condominium and fractional‑club project, handling the full suite of organizational, condominium, club, and master‑declaration documents. The work included forming multiple entities, ensuring compliance with updated legislation, and preparing a Petition for Declaratory Statement to support the project’s structure.
• Represented a public company in providing local counsel and electronic documentation opinions on a $430 million securitization of vacation ownership loans.
• Represented a sales and marketing company in converting the documentation of a failed master planned community into a fractional‑ownership regime to provide a viable exit strategy for the developer. The engagement also includes negotiating the client’s arrangement with the developer, offering one of the few workable solutions for second‑home communities facing stalled sales.
• Represented a timeshare developer as the plaintiffs sought to represent a class of purchasers alleged to have signed a promissory note that did not comply with Wisconsin law. The case is ongoing.
• Representación del cliente en la documentación de un gran proyecto de uso mixto con viviendas, propiedades fraccionadas y comercios. Negociación de un acuerdo de venta, comercialización y gestión para el promotor con Wyndham Vacation Ownership para añadir los intereses fraccionados al programa de Wyndham.
• Represented non-traditional lender in making construction loans to timeshare developer for two separate California timeshare resorts.
• Represented Timbers Company, a developer of mixed use residential and fractional condominium with mandatory club membership.
• Served as lead counsel to Hilton Grand Vacations Inc. in its $50 million acquisition of a portion of the DoubleTree by Hilton Hotel Chicago−Magnificent Mile.
• Served as local counsel for a $240 million securitization of legacy Bluegreen Vacations timeshare loans through Hilton Grand Vacations Trust 2024-1B (“the Trust”). Four classes of Notes were issued by the Trust, including approximately $101 million of Class A Notes, approximately $58 million of Class B Notes, approximately $46 million of Class C Notes, and approximately $35 million of Class D Notes.
• Served as local counsel on a $450 million securitization of vacation‑ownership loans, reviewing and preparing all required legal opinions. Coordinated with multiple parties to resolve outstanding issues and delivered finalized, executed opinions in escrow.
• Structured mixed use hotel, fractional, and residential project on behalf of client. Project involved master shared building and cross support and access easements.
• Represented original developer of 2200-acre planned development community, Reunion Club in Orlando, with single family homes, seven condominiums, timeshare, spa, and golf (Nicklaus, Palmer, and Watson courses).
• Represented Wheelock Street Acquisitions, LLC in structuring a whole ownership and fractional mixed-use luxury condominium with branded residences in the South Seas Resort.  The owners will be mandatory members in two clubs.
• Represented a private real estate investment firm in its redevelopment of South Seas Island Resort. This includes advice in connection with a refurbishment program following Hurricane Ian’s nearly complete destruction of the resort.  We were also involved in the redesign of the Club and its amenities programs.
• Advised client with respect to consumer documents and finance documents.
• Advised major international timeshare developer in connection with acquisition of failed condominium property.