Irene MacDougall

Irene M. MacDougall


Direct: 216.928.2907
Fax: 216.916.2370

Focus Areas


  • Case Western Reserve University School of Law (J.D., 1983) Order of the Coif
  • Case Western Reserve University (B.A., magna cum laude, 1980) Phi Beta Kappa

Licensed to Practice

  • Ohio, 1983
  • United States District Court, Northern District of Ohio, 1984


Irene, by far, is the best counsel I work with. I consider her a partner and an invaluable asset to my team.” – Ryan Stefan, President of Cuyahoga River Capital

Irene MacDougall has the all-too-rare ability to bring order, apparent simplicity and focus to complicated financings and development transactions. Her 30-plus years of experience in financial transactions—including commercial, real estate and healthcare lending transactions, real estate development transactions, public finance, and credit-tenant and off-balance sheet financings—enable her to efficiently and effectively manage multi-party, complex transactions to closing. Irene brings this same style to bear when counselling and assisting closely-held businesses.

Having represented all of the various parties in such transactions, Irene has accumulated valuable first-hand insight into the concerns and desires of the myriad of parties involved. Drawing on this insight and her vast transactional experience, she effectively bridges the competing interests of the parties and is often able to greatly streamline the process. Those skills allow her to arrive at a mutually advantageous solution to the issues that arise during complex transactions. Clients rely on Irene’s invaluable counsel and her ability to assemble and work in a team as much as they value her legal knowledge and experience.

In recognition of her work on the Flats East project in Cleveland, Ohio, the Commercial Real Estate Women (CREW) Network honored Irene with the 2011 Impact Award. As one of only four national award winners, Irene’s work was recognized in the category of economic impact. For the past four years, Chambers USA, arguably the most prominent, worldwide law firm and attorney ranking publication, has recognized Irene for her work in Ohio real estate. For the past 10 years, Ohio Super Lawyers has recognized Irene and named her to its “Top 50 Women” and “Top 25 Women” lists. Irene has also been named to several editions of Best Lawyers®, another prominent, global attorney ranking publication.

Irene’s family, comprised of spouse, Michael J. Esson and four children—including a set of triplets—has merely honed her unique ability to efficiently arrive at practical solutions to her clients’ issues. Achieving results and working with her clients as a team give her great satisfaction and keep the practice of law fun and exciting. Her family’s legacy of numerous pets and varying extracurricular activities in theater, dance, film, equestrian activities and travel continue to keep Irene’s life fun and exciting.

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  • Counsels issuers, underwriters and investors in tax-exempt and structured debt financings.
  • Represents underwriters and placement agents in connection with both public sales and private placements.
  • Served as bond counsel for tax-exempt revenue bonds, taxable revenue bonds, conduit financing and 501(c)(3) debt.
  • Represents various interests in connection with defeasance of bonds and refunding of bonds.
  • Involved in multiple transactions representing various interests with credit-tenant lease structures, TIF (tax increment financing), multiple economic incentives and bank-qualified purchases.
  • Represented financial institutions in connection with purchase and placement of debt issued by educational and non-profit institutions.
  • Assists in structuring and implementing economic incentives.
  • Coordinates integration of multiple levels of economic incentives and financing mechanisms in numerous projects.
  • Involved in creation of various TIF Districts, including drafting legislation and declarations.
  • Analysis and implementation of tax incentive financing structures.
  • Drafts and negotiates compensation and development agreements on behalf of various interests.
  • Represents lenders in structure and documentation of loan transactions involving construction, renovation and equipping of commercial and industrial facilities.
  • Represents lenders in documentation of financing provided to hospitals, senior housing providers and other healthcare providers.
  • Represents various parties in financings relating to acquisition, expansion, renovation and new construction of industrial projects, commercial office buildings, senior housing projects, multi-family projects, and higher education facilities in multiple jurisdictions.
  • Represents various parties in structuring credit-tenant leases to support development of large commercial projects.
  • Advises clients regarding structure of multiple source financing for developments.
  • Assists public entity clients in structure and documentation of various projects involving traditional, public and tax credit sources of funding.
  • Represents developer clients in creation of condominium complexes, both residential and commercial.
  • Represents lenders in loan documentation and due diligence for real estate development projects, mixed-use projects, senior housing projects, commercial projects and multi-family housing projects, including collateral analysis and construction issues.
  • Represents owners of closely-held businesses in acquisition of assets and businesses.
  • Represents owners of closely-held businesses in acquisition and expansion of facilities and equipment, including leasing, acquisition, construction, renovation and financing.
  • Assists owners in restructuring of assets.
  • Advises clients in connection with construction projects including high-end residential, condominium projects, commercial office buildings and components of senior living complexes.
  • Represents clients in connection with creation and elimination of easements.
  • Provides advice to clients regarding purchase, sale, financing and lease of real estate, including preparing, negotiating and closing transactions involving multi-tenant properties, office buildings, mixed use properties and senior housing properties.
  • Advises clients as to property rights involving oil and gas leases, uncapped wells, co-tenancy issues, rights-of-way, easements and water rights.
  • Counsels owners of closely-held businesses on issues ranging from contracts, stock/membership transfers, generational transfers, business expansion/contraction and reorganization.
  • Preparation and negotiation of contracts including supply agreements and provision of specific services.
  • Formation of entities and restructuring of assets for closely-held businesses.
  • Negotiates, structures and prepares forbearance agreements and related collateral documentation for lenders in troubled loans.
  • Analysis of collateral position in connection with troubled loans.
  • Review and analysis of loan documentation in connection with troubled loans.
  • Represents lenders in obtaining judgments and exercising rights under loan documents, including secured party sales, foreclosure actions, receivership actions and bankruptcy proceedings.
  • Represents landlords in preparation and negotiation of leases.
  • Represents tenants in review and negotiation of leases.
  • Advises landowners regarding oil and gas leases.


  • 2010-2022 – Selected to the Ohio Super Lawyers list. Areas of practice: Government Finance; Banking.
  • 2022 – Named by Ohio Super Lawyers to its “Top 25 Women-Cleveland Area” attorneys list. This list includes female lawyers who ranked highest in the 2022 Ohio Super Lawyers nomination, research and blue ribbon review process.
  • 2015-2022 – Selected for inclusion in the 2015-2022 editions of The Best Lawyers in America©.  Listed in the current edition for Banking and Finance Law; Real Estate Law.
  • 2016-2021. Selected for inclusion in Chambers USA. Real Estate (Ohio).
  • 2018 – Named by Ohio Super Lawyers to its “Top 50 Women” Ohio attorneys list and its “Top 25 Women-Cleveland Area” attorneys list.
  • 2017 – Named to the lists of the “Top 50 Women” in Ohio and the “Top 25 Women” in the Cleveland area.
  • 2017 – Recognized by Crain’s Cleveland Business as an influential woman in finance.
  • Commercial Real Estate Women (CREW) Network
    • Deborah Rocker Klausner Leadership Award (2018)
    • Member-to-Member Business Award, Cleveland chapter (2013)
    • National Impact Award (2011)
  • ALM, Women Leaders in the Law (2015)
  • Commercial Real Estate Hall of Fame, Midwest Real Estate News (2015)
  • Bob Rosewater Memorial Award for Meritorious Service to The Real Estate Section of the Cleveland Metropolitan Bar Association (2015)


Best Lawyers Award Badge

Irene M. MacDougall
Rated by Super Lawyers

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  • “Economic Development Incentives/Financing for Local Governments,” Ohio Municipal Attorneys Association (OMAA)/Northeast Ohio Law Directors Association (NLDA) 2019 Fall Municipal Civil Law (October 2019)
  • “Creative Approaches to Complex Development Projects,” Council of Development Finance Agencies (September 2017)
  • Cleveland Metropolitan Bar Association
    • Real Estate Law Institute (1998-present)
    • Real Estate Acquisition & Disposition Strategies (2018)
    • Women in the Law Section Presentation, Panelist (2010)
  • Ohio State Bar Association
    • OSBA Convention – Real Property Law Section (2015)
    • Summer Series – Real Estate (2012-2014)
    • Commercial Leasing (2010, 2011)
    • Bradley J. Schaeffer Real Property Institute (2008-2010)
  • “Dilemmas When Representing Borrowers and Lenders,” Ohio Professional Conduct Program, Tucker Ellis LLP, Cleveland, Ohio (December 2014)
  • Commercial Real Estate Women (CREW) (2000)
  • National Business Institute Seminar on Commercial Lending in Ohio


  • Cleveland Metropolitan Bar Association
    • Real Estate Law Institute Planning Committee
      • Member (1999-present)
      • Co-Chair (2010, 2011)
  • Ohio State Bar Association
  • Commercial Real Estate Women (CREW) Cleveland
    • President, Cleveland chapter (2015)
  • National Association of Bond Lawyers


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