Why you should attend
Commercial real estate fundamentals (rents, vacancy rates and development activity), although slow, are visibly recovering with REITs outperforming other asset classes. Practitioners with a broad skill set will find it easier to achieve and maintain a viable real estate practice in this environment, given the general economy’s downward pressures on tenant retention, rental growth, development revenue, refinancing and asset values. This program helps practicing attorneys enhance traditional transactional skills, and develop workout and enforcement skills, so that they can help their clients regain their footing more quickly.
What you will learn
- New! Government involvement in real estate development
- Negotiating purchases and sales, and closing complex commercial transactions in today’s changed environment
- Commercial leasing strategies – landlord and tenant perspectives and goals
- Dealing with more cautious lenders and finding the right lending balance
- Discussion of real estate litigation – a toolkit for transactional lawyers
- New! Land use and environmental issues affecting real estate deals
- Understanding insurance issues in real estate – risk management and title insurance
- The latest in ethics considerations for real estate practitioners
- and much more practical advice from experienced attorneys in the nation’s leading law firms!
- Earn one hour of Ethics credit
Who should attend
Associates, junior partners, in-house counsel and other professionals handling commercial real estate matters.
Day One: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 Purchases, Sales and Closing
- Letters of intent
- Special purchaser issues
- Understanding the property
- Entity structuring issues
- Due diligence vs. going hard
- Purchaser contingencies
- Seller perspective
- Tenant estoppel issues
- Limits on surviving obligations
- Entitlements and environmental issues: how they affect the deal
- Closing the deal: staying organized
Jodi B. Fedor, Danna M. Kozerski
10:30 Networking Break
10:45 Commercial Leasing
- Landlord perspective and goals
- Tenant perspective and goals
- Types of lease forms, what’s negotiable?
- The rent components of a lease
- Operating expenses
- Tenant audits
- Split incentives in green leases
- Who stands behind the landlord? What secures the tenant’s obligations?
- Tenant growth and exit strategies
- Expansion/contraction/renewal/termination rights
Mark S. Hennigh, Richard C. Mallory
Afternoon Session: 1:30 p.m. - 5:00 p.m.
1:30 Mortgage Financing
- Mortgage financing transaction overview – from loan application to closing
- Underwriting trends – LTV, debt yield, cash flows
- Borrower hot buttons
- Permitted transfers
- Liquidity for borrowers – defeasance, partial releases
- Control of lender discretion
- Recourse carveout guarantees
- Cash management
- Special purpose entities/non-consolidation opinions
- Securitized loans/CMBS restrictions
- Specialized types of financing:
- Mock negotiation
Paul N. Dubrasich, Sara Hansen Wilson
3:15 Networking Break
3:30 Restructurings and Workouts
- How the client’s goals determine appropriate strategy
- Pre-workout agreements, forbearance agreements
- Common deal terms in mortgage loan workouts
- Deeds in lieu: fraudulent transfer issues
- Cash flow mortgages; expedited sales of collateral
- Changes in property manager
- Lockboxes: how they work
- Current property valuation/appraisals: their importance
- Mezzanine loan issues/enforcement
Dennis B. Arnold
Day Two: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 1:00 p.m.
9:00 Insurance Issues
A. Property/Liability Insurance and Risk Management
- Standard types of property insurance coverage
- Special coverage issues and concerns
- Certificates of insurance: do the ACCORD forms provide any rights to the holder?
- Additional insured vs. named insured
- Claims processing – what should the insured parties reasonably expect?
Jay L. Paxton
B. Title Insurance
- Traditional role of title insurance
- Overview of 2006 policy forms
- Changing landscape
- Creditor’s rights coverage: why isn’t it available?
- Mechanics’ lien coverage: a (not so) brave new world
- Survey coverage and the new 2011 ALTA survey standards
- Endorsements for loan modifications/restructurings
10:15 Networking Break
10:30 Land Use and Environmental Law in Real Estate Transactions
A. Environmental Issues in Real Estate Deals
- Environmental due diligence and disclosure
- Urban environmental issues (vapor intrusion, demolition, ambient hazards)
- Key liability issues under federal and state law
- Other environmental issues (wetlands, stormwater, species, climate change)
- Opportunities, pitfalls and strategies for brownfields
- Baby NEPAs and land use/environmental nexus
- Environmental covenants, representations, warranties and indemnities
- Environmental insurance
Jennifer L. Hernandez
B. Land Use Issues in Real Estate Transactions
- Rights of the regulated in the public approval/entitlement process
- The due diligence process
- To what extent can land use risks be shifted through contract provisions and/or the structure of the deal?
- Strategies for success regardless of jurisdiction
12:00 Government Involvement in Real Estate Development
- Laying the groundwork for a successful public/private partnership
- State and local financing sources; public land acquisition and disposition
- Perspectives of the parties – public entities, private parties and lenders
- Structuring the transaction
- Short and long-term transaction compliance issues
Afternoon Session: 2:15 p.m. - 5:00 p.m.
2:15 Real Estate Litigation: A Toolkit for Transactional Lawyers
- Pre-litigation strategy
- Litigating landlord/tenant, mortgage loan, and other real estate disputes
- Finding the right forum; forum selection clauses
- Similarities/differences from other litigation; special REIT considerations
- Pre-litigation issues for attorneys – mortgages
- Examination of title
- Existence of defaults
- Default/acceleration notices
- Post-acceleration practical tips
- Pre-litigation issues for attorneys – landlord/tenant – ADR versus litigation
- Acceptance of rent/waiver of default
- Predicting outcomes/providing guidance to clients
- The discovery process
- Role of the transactional attorney in resolving real estate disputes
- Tips to preserve and improve the attorney/client relationship during litigation
Denis F. Shanagher, Robert Charles Ward
3:30 Networking Break
3:45 Ethical Issues Facing Real Estate Attorneys
- Who is the client?
- Conflicts and screening
- Engagement letters and advance retainers
- Technology and confidentiality
- Moral and ethical considerations of the lawyer as counselor
Judi Cohen, Carol Robertson
4:45 Wrap-Up: Concluding Comments
~ Adjunct Professor, Golden Gate University School of Law, Warrior One LLC
~ Assoc. Regional Counsel/NBU Counsel, Chicago Title
San Francisco Seminar Location
PLI California Center, 685 Market Street, San Francisco, California 94105. (415) 498-2800
San Francisco Hotel Accommodations
The Palace Hotel, 2 New Montgomery Street, San Francisco, California 94105. Call (800) 917-7456 seven days a week from 6:00 am to 12:00 am (PDT) and mention you are attending this program at Practising Law Institute to receive the preferred rate. For online reservations, go to www.sfpalace.com/pli to receive the preferred rate.
Due to high demand we recommend reserving hotel rooms as early as possible.
PLI programs qualify for credit in all states that require mandatory continuing legal education for attorneys. Please be sure to check with your state and the credit calculator to the right for details.
Please check the CLE Calculator above each product description for CLE information specific to your state.
Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys. All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.
Please Note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. PLI programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.
Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.