Seminar  Program

Negotiating Commercial Leases 2019


Select a Location:

  • New York, NY


    Feb. 28. - Mar. 1, 2019

    8:30 AM Eastern

  • Webcast


    Feb. 28. - Mar. 1, 2019

    8:30 AM Eastern

  • Atlanta, GA


    Feb. 28. - Mar. 1, 2019

    8:30 AM Eastern

    Groupcast Location

  • New Brunswick, NJ


    Feb. 28. - Mar. 1, 2019

    8:30 AM Eastern

    Groupcast Location

Why You Should Attend

Leases, known as the building blocks of value for all real estate, are primary business and investment assets, but also contain or create landmines of liability, accidental litigation and disputes as well as hidden risks with attendant opportunities for malpractice and mistake of the parties. If written poorly, negotiated by inexperienced counsel or administered without expertise, leases can be the downfall of an otherwise sound real estate investment and generate considerable material litigation as well as malpractice actions. With the changing market, and rise of cleverly drafted leases, learning how to stay a step ahead and fine-tune your skills, techniques and strategies is certainly a wise investment of your time. This program will help you to feel truly competent to negotiate these lengthy and sophisticated instruments, and to spot the hidden costs, risk shifting and common law demising.

Attending this course should be a priority for anyone representing users or occupiers of space, or owners as investors in real estate.

 

What You Will Learn  

  • Review long-term development and ground lease trends coupled with sale/leaseback structures
  • Examine the increasing numbers of disputes and litigation in “grossing up” and inclusion of "ownership" costs in drafting and interpretation
  • Discuss tricks and traps of subleasing and sub-subleasing
  • Evaluate current malpractice litigation of options to purchase equitable conversion and rental losses
  • Risks of loss during elongated executory intervals and misuse of appraisers rather than arbitrators or consultants
  • How to avoid common traps with “turnkey” and “build to suit” versus hidden costs for the construction or work allowance
  • Examine alternative financial strategies for securing the landlord’s performance and security for owner cash flow obligations under large lease work letters and tenant improvement allowances
  • How to identify traps that increase tenant alterations costs — from the hidden to the obvious
  • Evaluate default remedies, and complex real estate issues in arbitration versus litigation
  • Discuss the re-emergence of the “takeover lease” — papering the risk and securing performance, and the “good guy guaranty games”
  • Review options in leases to purchase and malpractice by equitable conversion

 

Special Features

Earn 1.5 hours of Ethics credit!

 

Who Should Attend

Attorneys, landlords, developers, real estate investment advisers, lenders and anyone in the commercial real estate leasing field and other allied professionals, should attend this program.


PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Day One: 8:30 a.m. - 5:15 p.m.

8:30 Networking Breakfast (Networking Breakfast only available at NY live program)

9:00 Opening Remarks

Michael E. Meyer, John Busey Wood



9:15 Changing Lease Forms and Negotiating Tactics in the New Improving Economy and Tighter Leasing Market
  • Lease forms expanding again
  • Econometric layering of “theft by lease”
  • Re-bundle operating expense into fixed rent
  • Anticipate inflation of escalations
  • In Market Recovery
  • Landlord's need to close deals quick
  • Tenants at premium
  • Owner’s need to commence rent more quickly
  • Reduce leasing legal fees
  • Lease takeover loan/agreements tools
  • Accelerate the many moving lease commencement dates
  • Reduce the risk
  • Mock negotiation on getting all superior interests to the table

Michael E. Meyer, Gerald R. Uram, John Busey Wood



10:15 Networking Break

10:30 Unanticipated Limitations in Long-Term Planning and Lease Restructuring

A. Assignment and Subletting

  • An overview
  • Permitted transactions
  • Recapture rights and profit-sharing
  • Recognition agreements and consents
  • Structural impediments to assignment and sublease rights

B. Lease Restructuring: Pitfalls and Benefits

  • How best to deal with tenant request to restructure the lease
  • Explore ways in which the landlord can benefit from tenant lease restructuring
  • Negotiation tips from both sides of the deal such as being totally candid and accurate in supplying info
  • Avoid common pitfalls such as failing to obtain consent of lender
  • What the landlord will insist upon
  • What the tenant should never agree to

 C. Subleasing Structures and Protections

  • An overview
  • Practical protections for the subtenant/sub-subtenant
  • Subordination and recognition/protections
  • Sublease with end of term protection under direct lease for subtenant
  • Insurance issues and protections/subordination
  • Consents and approvals for initial alterations and later alterations
  • Sub-rentals and cash flow or profit participations upstream

Nancy Ann Connery, Michael E. Meyer, Gerald R. Uram, John Busey Wood



12:00 Lunch

1:15 Commercial Leases: Fundamentals of Structuring for Buildability and Financing
  • Tenant leasehold financing lender protections
  • Good guy guaranties and ground leases
  • Off balance sheet; springing obligations
  • “The gap” period obligations
  • "Backdoor Expanded Personal Liability"
  • Bankruptcy impact
  • Hot Topics: Backdoor liability accelerations and "Lease Takeover Triggers!"
  • How to secure the payment and performance of the "Lease Taken Over"
  • Use of letters of credit
  • Work related provisions
  • Practical tips from the broker’s perspective

Michael E. Meyer, Gerald R. Uram, John Busey Wood



2:30 Current Market Hot Topics for Dealing with Long Term Lease Structures, Audits and Credit Support
  • Hear how vacancies and historically incorrect gross up adjustments are serving to
  • Overcharge in-place tenants; hidden LEEDS Costs
  • Understate landlord’s NOI
  • Understate management costs and taxes for base years
  • IASB/FASB FAS-13: New accounting for long-term leases
  • Letters of credit and how to avoid being surprised later by the “fine print”, the cash equivalent and sight draft/presentation vehicles/fax

Marc E. Betesh, Alfred Erdmann, Michael E. Meyer, John Busey Wood



3:30 Networking Break

3:45 Ethical Gaps, Mishaps and Traps in Real Estate Practice
  • Engagement letter gap
  • Scope creep
  • Later transactional conflicts
  • Conflicts issues arising from outside counsel's dealings with in-house counsel acting as owner/officer of property management company and independent counsel versus in-house counsel acting as a party to the transaction
  • Virtual office, multijurisdictional practice/unauthorized practice concerns/confidentiality problems
  • What is my practical procedural strategic plan to deal with conflicts, keep fees and keep clients?
  • Practical ethical and civility conduct tips for negotiating transactions
  • Ethics of civility
  • Transactional ethical issues and the accidental commencement of the attorney representation during conflicts analysis

Robert J. Bergson, Michael E. Meyer, John Busey Wood



5:15 Adjourn

Day Two: 8:30 a.m. - 4:30 p.m.

8:30 Networking Breakfast (Networking Breakfast only available at NY live program)

9:00 Commercial Leases: Building Today’s Tenant Improvements – Interrelationship of Commencement Date and Work Letter
  • Timeline of creation of interests; impairment of rights; securing the landlord work
  • Negotiations of the SNDRA
    • "R" is for full recognition
    • Deal with the lender in beginning
    • Abatements and credits for landlord's work funded by tenant loan!
  • Purchase extensions and options may not work after conversion
  • Bring the lender and security interest holders to the table first
  • Secure the landlord's work funding and related rental credits/abatements; loss of abatements and offset protections
  • Owner in workout will not fund TI or brokerage commission; tenant the "equity investor"
  • Negotiating today’s tenant options
  • Agreements to enter into ground leases and master leases; conversion to condo
  • High value property; selling pieces of the property; future condominium declaration
  • Hot topic: later creation of multiple superior interests and impact on expansion and option rights

Joseph Fabrizi, Meyer Last, Kelly Merino, Michael E. Meyer, John Busey Wood



10:45 Networking Break

11:00 Complex Commercial Real Estate Issues: Arbitration vs. Litigation
  • Dispute resolution continuum
  • The pros and cons of mediation, arbitration and litigation
  • The limits of confidentiality
  • Strategically drafting dispute resolution clauses: the must haves
  • Tools/Resources: appellate rules, clause builder, recent rule amendments
  • Introduction to sanction into the commercial rules
  • Appraisers vs Brokers: What to do when the landlord and tenant cannot agree on the “current market rent”
  • Fair market rentals and re-set by arbitration or litigation
  • Risks when appraisers are arbitrators under the Uniform Standards of Professional Appraisal Practice (USPAP)
  • Mock appraisal negotiation exercise

Paula K. Konikoff, Michael A. Marra, Michael E. Meyer, Elizabeth Shampnoi, John Busey Wood

 



12:00 Commercial Leases: Dealing with Large Hidden “Big Ticket” Items
  • Triggered violations from deferred but enacted laws on filing of plans and demolition
  • Costs included in CAM and operating expenses/capital disbursements
  • Landlord build to suit but no cash and "under supervision"
  • How to protect the “turnkey”
  • Negotiating "Work/TI" funding/completion rights with the lender for "recognition of landlord's work abatements and credits"; future “delivery space” TI funding
  • Current failure to analyze and assure the "Attached Sketch" (compliance, use, repair obligations and "the missing terrace!" )
  • Analyzing landlord’s “base building” inclusions (sprinklers, electric meters and VAV boxes)
  • Mock negotiation

Meyer Last, Michael E. Meyer, Ruth A. Schoenmeyer, John Busey Wood



1:00 Lunch

2:00 Hot Issues in Retail Leasing in the Current Environment
  • Use clauses and tradenames
  • Exclusive use rights
  • Opening and operating covenants
  • Co-tenancy rights
  • Assignment and subletting
  • New issues facing landlords and tenants in the current retail environment
  • Use of "pop-up occupancies" in malls; impact of “temp operating agreements”
  • When the co-tenancy and "kick-out" for low gross sales needs confirmation; problems of enforcement
  • Early delivery and opening agreements while lease is being negotiated
  • Luxury retail leases
  • Digital marketing and Point of Sale (POS) Systems

Michael E. Meyer, Ruth A. Schoenmeyer, John Busey Wood



3:15 Networking Break

3:30 Commercial Leases: Issues Surrounding Insurance and Damage and Destruction
  • Effect of the financial crisis on insurance
  • Who insures the insurer?
  • Unusual Forms of Insurance
  • Coverage of catastrophic risks; coordinating the insurers
  • What the landlord needs and what the tenant needs
  • ACORD forms now truly worthless! Use of binders?

Christine Chipurnoi, Alan M. Di Sciullo, James A. Fenniman, Michael E. Meyer, John Busey Wood



4:30 Adjourn

Co-Chair(s)
Michael E. Meyer ~ DLA Piper LLP (US)
John Busey Wood ~ Akerman LLP
Speaker(s)
Robert J. Bergson ~ Abrams Garfinkel Margolis Bergson, LLP
Marc E. Betesh ~ President, KBA Lease Services / Visual Lease
Christine Chipurnoi ~ Senior Vice President, USI Insurance Services
Nancy Ann Connery ~ Schoeman Updike Kaufman & Gerber LLP
Alan M. Di Sciullo ~ Shearman & Sterling LLP
Alfred Erdmann ~ WithumSmith+Brown, PC
Joseph Fabrizi ~ Executive Vice President, CBRE, Inc.
James A. Fenniman ~ Area Executive Vice President, Construction Practice Senior Director, Gallagher
Meyer Last ~ Fried Frank Harris Shriver & Jacobson LLP
Michael A. Marra ~ Vice President, American Arbitration Association
Kelly Merino ~ Director, CBRE, Inc.
Ruth A. Schoenmeyer ~ White & Case LLP
Elizabeth J. Shampnoi ~ President and CEO, Shampnoi Dispute Resolution & Management Services, Inc.
Gerald R. Uram ~ Davis & Gilbert LLP
Program Attorney(s)
Meghan Carney Cavagnaro ~ Senior Program Attorney, Practising Law Institute

New York City Seminar Location

PLI New York Center
, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. (800) 260-4754.

New York City Hotel Accommodations

Crowne Plaza Times Square Manhattan, 1605 Broadway (48th Street), New York, NY 10019 (212) 977-4000. When calling, mention Practising Law Institute. You can also make reservations online to access PLI's rates.

The Muse, 130 West 46th Street, New York, NY 10036. Please call reservations at 1-800-546-7866. When calling, please mention Practising Law Institute and Corporate Rate ID 786839408. In addition, you can book online at PLI Muse Hotel

Millennium Broadway Hotel, 145 West 44th Street, New York, NY 10036. Please call reservations at 1-800-622-5569. When calling, please mention Practising Law Institute. In addition, you can book online at PLI Millennium Hotel .

 Hyatt Times Square, 135 W. 45th Street, New York, NY 10036. For reservations, please call (646) 364-1234. When calling mention rate code CR56218 or Practising Law Institute.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live seminars qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

California:  PLI’s live seminars qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Illinois: All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

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Iowa:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Kansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Louisiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Maine:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Minnesota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Mississippi:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Missouri:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Montana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nebraska:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nevada:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Mexico:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live seminars can be used to fulfill the requirements for newly admitted attorneys. All credit categories may be earned via transitional live seminars.

North Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars

North Dakota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Ohio:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oklahoma:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Puerto Rico:  All PLI products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Rhode Island:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

South Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Tennessee:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Vermont:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live seminars qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  All PLI products can fulfill Washington’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

West Virginia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wisconsin:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wyoming:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live seminars qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live seminars qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC): PLI’s live seminars can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live seminars qualify as “live” credit. There is no limit to the number of points an attorney can earn via live seminars.

United Kingdom (CPD-UK):  PLI’s live seminars can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live seminars qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via live seminars.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Dubai (CLPD-DUBAI):  PLI’s live seminars may fulfill CLPD credit requirements.

Other Credit Types

CPE Credit (NASBA): PLI’s live seminars qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE): PLI’s live seminars may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live seminars may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live seminars may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live seminars may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live seminars qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live seminars qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live seminars may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live seminars may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live seminars may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live seminars may fulfill CFP credit requirements.

 

Why You Should Attend

Leases, known as the building blocks of value for all real estate, are primary business and investment assets, but also contain or create landmines of liability, accidental litigation and disputes as well as hidden risks with attendant opportunities for malpractice and mistake of the parties. If written poorly, negotiated by inexperienced counsel or administered without expertise, leases can be the downfall of an otherwise sound real estate investment and generate considerable material litigation as well as malpractice actions. With the changing market, and rise of cleverly drafted leases, learning how to stay a step ahead and fine-tune your skills, techniques and strategies is certainly a wise investment of your time. This program will help you to feel truly competent to negotiate these lengthy and sophisticated instruments, and to spot the hidden costs, risk shifting and common law demising.

Attending this course should be a priority for anyone representing users or occupiers of space, or owners as investors in real estate.

 

What You Will Learn  

  • Review long-term development and ground lease trends coupled with sale/leaseback structures
  • Examine the increasing numbers of disputes and litigation in “grossing up” and inclusion of "ownership" costs in drafting and interpretation
  • Discuss tricks and traps of subleasing and sub-subleasing
  • Evaluate current malpractice litigation of options to purchase equitable conversion and rental losses
  • Risks of loss during elongated executory intervals and misuse of appraisers rather than arbitrators or consultants
  • How to avoid common traps with “turnkey” and “build to suit” versus hidden costs for the construction or work allowance
  • Examine alternative financial strategies for securing the landlord’s performance and security for owner cash flow obligations under large lease work letters and tenant improvement allowances
  • How to identify traps that increase tenant alterations costs — from the hidden to the obvious
  • Evaluate default remedies, and complex real estate issues in arbitration versus litigation
  • Discuss the re-emergence of the “takeover lease” — papering the risk and securing performance, and the “good guy guaranty games”
  • Review options in leases to purchase and malpractice by equitable conversion

 

Special Features

Earn 1.5 hours of Ethics credit!

 

Who Should Attend

Attorneys, landlords, developers, real estate investment advisers, lenders and anyone in the commercial real estate leasing field and other allied professionals, should attend this program.


PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Day One: 8:30 a.m. - 5:15 p.m.

8:30 Networking Breakfast (Networking Breakfast only available at NY live program)

9:00 Opening Remarks

Michael E. Meyer, John Busey Wood



9:15 Changing Lease Forms and Negotiating Tactics in the New Improving Economy and Tighter Leasing Market
  • Lease forms expanding again
  • Econometric layering of “theft by lease”
  • Re-bundle operating expense into fixed rent
  • Anticipate inflation of escalations
  • In Market Recovery
  • Landlord's need to close deals quick
  • Tenants at premium
  • Owner’s need to commence rent more quickly
  • Reduce leasing legal fees
  • Lease takeover loan/agreements tools
  • Accelerate the many moving lease commencement dates
  • Reduce the risk
  • Mock negotiation on getting all superior interests to the table

Michael E. Meyer, Gerald R. Uram, John Busey Wood



10:15 Networking Break

10:30 Unanticipated Limitations in Long-Term Planning and Lease Restructuring

A. Assignment and Subletting

  • An overview
  • Permitted transactions
  • Recapture rights and profit-sharing
  • Recognition agreements and consents
  • Structural impediments to assignment and sublease rights

B. Lease Restructuring: Pitfalls and Benefits

  • How best to deal with tenant request to restructure the lease
  • Explore ways in which the landlord can benefit from tenant lease restructuring
  • Negotiation tips from both sides of the deal such as being totally candid and accurate in supplying info
  • Avoid common pitfalls such as failing to obtain consent of lender
  • What the landlord will insist upon
  • What the tenant should never agree to

 C. Subleasing Structures and Protections

  • An overview
  • Practical protections for the subtenant/sub-subtenant
  • Subordination and recognition/protections
  • Sublease with end of term protection under direct lease for subtenant
  • Insurance issues and protections/subordination
  • Consents and approvals for initial alterations and later alterations
  • Sub-rentals and cash flow or profit participations upstream

Nancy Ann Connery, Michael E. Meyer, Gerald R. Uram, John Busey Wood



12:00 Lunch

1:15 Commercial Leases: Fundamentals of Structuring for Buildability and Financing
  • Tenant leasehold financing lender protections
  • Good guy guaranties and ground leases
  • Off balance sheet; springing obligations
  • “The gap” period obligations
  • "Backdoor Expanded Personal Liability"
  • Bankruptcy impact
  • Hot Topics: Backdoor liability accelerations and "Lease Takeover Triggers!"
  • How to secure the payment and performance of the "Lease Taken Over"
  • Use of letters of credit
  • Work related provisions
  • Practical tips from the broker’s perspective

Michael E. Meyer, Gerald R. Uram, John Busey Wood



2:30 Current Market Hot Topics for Dealing with Long Term Lease Structures, Audits and Credit Support
  • Hear how vacancies and historically incorrect gross up adjustments are serving to
  • Overcharge in-place tenants; hidden LEEDS Costs
  • Understate landlord’s NOI
  • Understate management costs and taxes for base years
  • IASB/FASB FAS-13: New accounting for long-term leases
  • Letters of credit and how to avoid being surprised later by the “fine print”, the cash equivalent and sight draft/presentation vehicles/fax

Marc E. Betesh, Alfred Erdmann, Michael E. Meyer, John Busey Wood



3:30 Networking Break

3:45 Ethical Gaps, Mishaps and Traps in Real Estate Practice
  • Engagement letter gap
  • Scope creep
  • Later transactional conflicts
  • Conflicts issues arising from outside counsel's dealings with in-house counsel acting as owner/officer of property management company and independent counsel versus in-house counsel acting as a party to the transaction
  • Virtual office, multijurisdictional practice/unauthorized practice concerns/confidentiality problems
  • What is my practical procedural strategic plan to deal with conflicts, keep fees and keep clients?
  • Practical ethical and civility conduct tips for negotiating transactions
  • Ethics of civility
  • Transactional ethical issues and the accidental commencement of the attorney representation during conflicts analysis

Robert J. Bergson, Michael E. Meyer, John Busey Wood



5:15 Adjourn

Day Two: 8:30 a.m. - 4:30 p.m.

8:30 Networking Breakfast (Networking Breakfast only available at NY live program)

9:00 Commercial Leases: Building Today’s Tenant Improvements – Interrelationship of Commencement Date and Work Letter
  • Timeline of creation of interests; impairment of rights; securing the landlord work
  • Negotiations of the SNDRA
    • "R" is for full recognition
    • Deal with the lender in beginning
    • Abatements and credits for landlord's work funded by tenant loan!
  • Purchase extensions and options may not work after conversion
  • Bring the lender and security interest holders to the table first
  • Secure the landlord's work funding and related rental credits/abatements; loss of abatements and offset protections
  • Owner in workout will not fund TI or brokerage commission; tenant the "equity investor"
  • Negotiating today’s tenant options
  • Agreements to enter into ground leases and master leases; conversion to condo
  • High value property; selling pieces of the property; future condominium declaration
  • Hot topic: later creation of multiple superior interests and impact on expansion and option rights

Joseph Fabrizi, Meyer Last, Kelly Merino, Michael E. Meyer, John Busey Wood



10:45 Networking Break

11:00 Complex Commercial Real Estate Issues: Arbitration vs. Litigation
  • Dispute resolution continuum
  • The pros and cons of mediation, arbitration and litigation
  • The limits of confidentiality
  • Strategically drafting dispute resolution clauses: the must haves
  • Tools/Resources: appellate rules, clause builder, recent rule amendments
  • Introduction to sanction into the commercial rules
  • Appraisers vs Brokers: What to do when the landlord and tenant cannot agree on the “current market rent”
  • Fair market rentals and re-set by arbitration or litigation
  • Risks when appraisers are arbitrators under the Uniform Standards of Professional Appraisal Practice (USPAP)
  • Mock appraisal negotiation exercise

Paula K. Konikoff, Michael A. Marra, Michael E. Meyer, Elizabeth Shampnoi, John Busey Wood

 



12:00 Commercial Leases: Dealing with Large Hidden “Big Ticket” Items
  • Triggered violations from deferred but enacted laws on filing of plans and demolition
  • Costs included in CAM and operating expenses/capital disbursements
  • Landlord build to suit but no cash and "under supervision"
  • How to protect the “turnkey”
  • Negotiating "Work/TI" funding/completion rights with the lender for "recognition of landlord's work abatements and credits"; future “delivery space” TI funding
  • Current failure to analyze and assure the "Attached Sketch" (compliance, use, repair obligations and "the missing terrace!" )
  • Analyzing landlord’s “base building” inclusions (sprinklers, electric meters and VAV boxes)
  • Mock negotiation

Meyer Last, Michael E. Meyer, Ruth A. Schoenmeyer, John Busey Wood



1:00 Lunch

2:00 Hot Issues in Retail Leasing in the Current Environment
  • Use clauses and tradenames
  • Exclusive use rights
  • Opening and operating covenants
  • Co-tenancy rights
  • Assignment and subletting
  • New issues facing landlords and tenants in the current retail environment
  • Use of "pop-up occupancies" in malls; impact of “temp operating agreements”
  • When the co-tenancy and "kick-out" for low gross sales needs confirmation; problems of enforcement
  • Early delivery and opening agreements while lease is being negotiated
  • Luxury retail leases
  • Digital marketing and Point of Sale (POS) Systems

Michael E. Meyer, Ruth A. Schoenmeyer, John Busey Wood



3:15 Networking Break

3:30 Commercial Leases: Issues Surrounding Insurance and Damage and Destruction
  • Effect of the financial crisis on insurance
  • Who insures the insurer?
  • Unusual Forms of Insurance
  • Coverage of catastrophic risks; coordinating the insurers
  • What the landlord needs and what the tenant needs
  • ACORD forms now truly worthless! Use of binders?

Christine Chipurnoi, Alan M. Di Sciullo, James A. Fenniman, Michael E. Meyer, John Busey Wood



4:30 Adjourn

Co-Chair(s)
Michael E. Meyer ~ DLA Piper LLP (US)
John Busey Wood ~ Akerman LLP
Speaker(s)
Robert J. Bergson ~ Abrams Garfinkel Margolis Bergson, LLP
Marc E. Betesh ~ President, KBA Lease Services / Visual Lease
Christine Chipurnoi ~ Senior Vice President, USI Insurance Services
Nancy Ann Connery ~ Schoeman Updike Kaufman & Gerber LLP
Alan M. Di Sciullo ~ Shearman & Sterling LLP
Alfred Erdmann ~ WithumSmith+Brown, PC
Joseph Fabrizi ~ Executive Vice President, CBRE, Inc.
James A. Fenniman ~ Area Executive Vice President, Construction Practice Senior Director, Gallagher
Meyer Last ~ Fried Frank Harris Shriver & Jacobson LLP
Michael A. Marra ~ Vice President, American Arbitration Association
Kelly Merino ~ Director, CBRE, Inc.
Ruth A. Schoenmeyer ~ White & Case LLP
Elizabeth J. Shampnoi ~ President and CEO, Shampnoi Dispute Resolution & Management Services, Inc.
Gerald R. Uram ~ Davis & Gilbert LLP
Program Attorney(s)
Meghan Carney Cavagnaro ~ Senior Program Attorney, Practising Law Institute
General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.

PLI’s live and on-demand webcasts are single-user license products intended for an individual registrant only. Credit will be issued only to the individual registered. If two or more individuals wish to participate in a webcast and receive credit, PLI would be happy to provide a Groupcast – group viewing of a webcast. To schedule a Groupcast, please contact PLI at groupcasts@pli.edu.


U.S. MCLE States

Alabama:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live webcasts qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

California:  PLI’s live webcasts qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live webcasts qualify as “eCLE” credit. Attorneys are limited to 12 credits of eCLE per reporting period.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live webcasts qualify as “in-house” credit. Attorneys are limited to 6 in-house credits per reporting period.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live webcasts qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period. Effective January 1, 2019, the limit of distance education per reporting period will increase from 9 to 18 credits.

Iowa:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kentucky:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Louisiana:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

Maine:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Minnesota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Mississippi:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Montana:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Nebraska:  PLI’s live webcasts qualify as “computer-based learning” credit. Attorneys are limited to 5 credits of computer-based learning per reporting period.

Nevada:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live webcasts qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live webcasts can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live webcasts. Skills credits may not be earned via live webcasts.

North Carolina:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

North Dakota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Ohio:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Oklahoma:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Puerto Rico:  All PLI products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Rhode Island:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

South Carolina:  PLI’s live webcasts qualify as “alternatively delivered” credit. Attorneys are limited to 6 credits of alternatively delivered programs per reporting period.

Tennessee:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 8 credits of distance learning per reporting period.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live webcasts qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  All PLI products can fulfill Washington’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

West Virginia:  PLI’s live webcasts qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

Wisconsin:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Wyoming:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live webcasts qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live webcasts qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live webcasts can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 15 points of distance learning programs per reporting period.

United Kingdom (CPD-UK):  PLI’s live webcasts can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live webcasts may fulfill Australia’s CPD requirements. Credit limits for live webcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Dubai (CLPD-DUBAI):  PLI’s live webcasts may fulfill CLPD credit requirements.

Other Credit Types

CPE Credit (NASBA):  PLI’s live webcasts qualify as the “Group-Internet-Based” (GIB) delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s live webcasts may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live webcasts may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live webcasts may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live webcasts may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live webcasts qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live webcasts qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live webcasts may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live webcasts may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live webcasts may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live webcasts may fulfill CFP credit requirements.

 

Why You Should Attend

Leases, known as the building blocks of value for all real estate, are primary business and investment assets, but also contain or create landmines of liability, accidental litigation and disputes as well as hidden risks with attendant opportunities for malpractice and mistake of the parties. If written poorly, negotiated by inexperienced counsel or administered without expertise, leases can be the downfall of an otherwise sound real estate investment and generate considerable material litigation as well as malpractice actions. With the changing market, and rise of cleverly drafted leases, learning how to stay a step ahead and fine-tune your skills, techniques and strategies is certainly a wise investment of your time. This program will help you to feel truly competent to negotiate these lengthy and sophisticated instruments, and to spot the hidden costs, risk shifting and common law demising.

Attending this course should be a priority for anyone representing users or occupiers of space, or owners as investors in real estate.

 

What You Will Learn  

  • Review long-term development and ground lease trends coupled with sale/leaseback structures
  • Examine the increasing numbers of disputes and litigation in “grossing up” and inclusion of "ownership" costs in drafting and interpretation
  • Discuss tricks and traps of subleasing and sub-subleasing
  • Evaluate current malpractice litigation of options to purchase equitable conversion and rental losses
  • Risks of loss during elongated executory intervals and misuse of appraisers rather than arbitrators or consultants
  • How to avoid common traps with “turnkey” and “build to suit” versus hidden costs for the construction or work allowance
  • Examine alternative financial strategies for securing the landlord’s performance and security for owner cash flow obligations under large lease work letters and tenant improvement allowances
  • How to identify traps that increase tenant alterations costs — from the hidden to the obvious
  • Evaluate default remedies, and complex real estate issues in arbitration versus litigation
  • Discuss the re-emergence of the “takeover lease” — papering the risk and securing performance, and the “good guy guaranty games”
  • Review options in leases to purchase and malpractice by equitable conversion

 

Special Features

Earn 1.5 hours of Ethics credit!

 

Who Should Attend

Attorneys, landlords, developers, real estate investment advisers, lenders and anyone in the commercial real estate leasing field and other allied professionals, should attend this program.


PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Day One: 8:30 a.m. - 5:15 p.m.

8:30 Networking Breakfast (Networking Breakfast only available at NY live program)

9:00 Opening Remarks

Michael E. Meyer, John Busey Wood



9:15 Changing Lease Forms and Negotiating Tactics in the New Improving Economy and Tighter Leasing Market
  • Lease forms expanding again
  • Econometric layering of “theft by lease”
  • Re-bundle operating expense into fixed rent
  • Anticipate inflation of escalations
  • In Market Recovery
  • Landlord's need to close deals quick
  • Tenants at premium
  • Owner’s need to commence rent more quickly
  • Reduce leasing legal fees
  • Lease takeover loan/agreements tools
  • Accelerate the many moving lease commencement dates
  • Reduce the risk
  • Mock negotiation on getting all superior interests to the table

Michael E. Meyer, Gerald R. Uram, John Busey Wood



10:15 Networking Break

10:30 Unanticipated Limitations in Long-Term Planning and Lease Restructuring

A. Assignment and Subletting

  • An overview
  • Permitted transactions
  • Recapture rights and profit-sharing
  • Recognition agreements and consents
  • Structural impediments to assignment and sublease rights

B. Lease Restructuring: Pitfalls and Benefits

  • How best to deal with tenant request to restructure the lease
  • Explore ways in which the landlord can benefit from tenant lease restructuring
  • Negotiation tips from both sides of the deal such as being totally candid and accurate in supplying info
  • Avoid common pitfalls such as failing to obtain consent of lender
  • What the landlord will insist upon
  • What the tenant should never agree to

 C. Subleasing Structures and Protections

  • An overview
  • Practical protections for the subtenant/sub-subtenant
  • Subordination and recognition/protections
  • Sublease with end of term protection under direct lease for subtenant
  • Insurance issues and protections/subordination
  • Consents and approvals for initial alterations and later alterations
  • Sub-rentals and cash flow or profit participations upstream

Nancy Ann Connery, Michael E. Meyer, Gerald R. Uram, John Busey Wood



12:00 Lunch

1:15 Commercial Leases: Fundamentals of Structuring for Buildability and Financing
  • Tenant leasehold financing lender protections
  • Good guy guaranties and ground leases
  • Off balance sheet; springing obligations
  • “The gap” period obligations
  • "Backdoor Expanded Personal Liability"
  • Bankruptcy impact
  • Hot Topics: Backdoor liability accelerations and "Lease Takeover Triggers!"
  • How to secure the payment and performance of the "Lease Taken Over"
  • Use of letters of credit
  • Work related provisions
  • Practical tips from the broker’s perspective

Michael E. Meyer, Gerald R. Uram, John Busey Wood



2:30 Current Market Hot Topics for Dealing with Long Term Lease Structures, Audits and Credit Support
  • Hear how vacancies and historically incorrect gross up adjustments are serving to
  • Overcharge in-place tenants; hidden LEEDS Costs
  • Understate landlord’s NOI
  • Understate management costs and taxes for base years
  • IASB/FASB FAS-13: New accounting for long-term leases
  • Letters of credit and how to avoid being surprised later by the “fine print”, the cash equivalent and sight draft/presentation vehicles/fax

Marc E. Betesh, Alfred Erdmann, Michael E. Meyer, John Busey Wood



3:30 Networking Break

3:45 Ethical Gaps, Mishaps and Traps in Real Estate Practice
  • Engagement letter gap
  • Scope creep
  • Later transactional conflicts
  • Conflicts issues arising from outside counsel's dealings with in-house counsel acting as owner/officer of property management company and independent counsel versus in-house counsel acting as a party to the transaction
  • Virtual office, multijurisdictional practice/unauthorized practice concerns/confidentiality problems
  • What is my practical procedural strategic plan to deal with conflicts, keep fees and keep clients?
  • Practical ethical and civility conduct tips for negotiating transactions
  • Ethics of civility
  • Transactional ethical issues and the accidental commencement of the attorney representation during conflicts analysis

Robert J. Bergson, Michael E. Meyer, John Busey Wood



5:15 Adjourn

Day Two: 8:30 a.m. - 4:30 p.m.

8:30 Networking Breakfast (Networking Breakfast only available at NY live program)

9:00 Commercial Leases: Building Today’s Tenant Improvements – Interrelationship of Commencement Date and Work Letter
  • Timeline of creation of interests; impairment of rights; securing the landlord work
  • Negotiations of the SNDRA
    • "R" is for full recognition
    • Deal with the lender in beginning
    • Abatements and credits for landlord's work funded by tenant loan!
  • Purchase extensions and options may not work after conversion
  • Bring the lender and security interest holders to the table first
  • Secure the landlord's work funding and related rental credits/abatements; loss of abatements and offset protections
  • Owner in workout will not fund TI or brokerage commission; tenant the "equity investor"
  • Negotiating today’s tenant options
  • Agreements to enter into ground leases and master leases; conversion to condo
  • High value property; selling pieces of the property; future condominium declaration
  • Hot topic: later creation of multiple superior interests and impact on expansion and option rights

Joseph Fabrizi, Meyer Last, Kelly Merino, Michael E. Meyer, John Busey Wood



10:45 Networking Break

11:00 Complex Commercial Real Estate Issues: Arbitration vs. Litigation
  • Dispute resolution continuum
  • The pros and cons of mediation, arbitration and litigation
  • The limits of confidentiality
  • Strategically drafting dispute resolution clauses: the must haves
  • Tools/Resources: appellate rules, clause builder, recent rule amendments
  • Introduction to sanction into the commercial rules
  • Appraisers vs Brokers: What to do when the landlord and tenant cannot agree on the “current market rent”
  • Fair market rentals and re-set by arbitration or litigation
  • Risks when appraisers are arbitrators under the Uniform Standards of Professional Appraisal Practice (USPAP)
  • Mock appraisal negotiation exercise

Paula K. Konikoff, Michael A. Marra, Michael E. Meyer, Elizabeth Shampnoi, John Busey Wood

 



12:00 Commercial Leases: Dealing with Large Hidden “Big Ticket” Items
  • Triggered violations from deferred but enacted laws on filing of plans and demolition
  • Costs included in CAM and operating expenses/capital disbursements
  • Landlord build to suit but no cash and "under supervision"
  • How to protect the “turnkey”
  • Negotiating "Work/TI" funding/completion rights with the lender for "recognition of landlord's work abatements and credits"; future “delivery space” TI funding
  • Current failure to analyze and assure the "Attached Sketch" (compliance, use, repair obligations and "the missing terrace!" )
  • Analyzing landlord’s “base building” inclusions (sprinklers, electric meters and VAV boxes)
  • Mock negotiation

Meyer Last, Michael E. Meyer, Ruth A. Schoenmeyer, John Busey Wood



1:00 Lunch

2:00 Hot Issues in Retail Leasing in the Current Environment
  • Use clauses and tradenames
  • Exclusive use rights
  • Opening and operating covenants
  • Co-tenancy rights
  • Assignment and subletting
  • New issues facing landlords and tenants in the current retail environment
  • Use of "pop-up occupancies" in malls; impact of “temp operating agreements”
  • When the co-tenancy and "kick-out" for low gross sales needs confirmation; problems of enforcement
  • Early delivery and opening agreements while lease is being negotiated
  • Luxury retail leases
  • Digital marketing and Point of Sale (POS) Systems

Michael E. Meyer, Ruth A. Schoenmeyer, John Busey Wood



3:15 Networking Break

3:30 Commercial Leases: Issues Surrounding Insurance and Damage and Destruction
  • Effect of the financial crisis on insurance
  • Who insures the insurer?
  • Unusual Forms of Insurance
  • Coverage of catastrophic risks; coordinating the insurers
  • What the landlord needs and what the tenant needs
  • ACORD forms now truly worthless! Use of binders?

Christine Chipurnoi, Alan M. Di Sciullo, James A. Fenniman, Michael E. Meyer, John Busey Wood



4:30 Adjourn

Co-Chair(s)
Michael E. Meyer ~ DLA Piper LLP (US)
John Busey Wood ~ Akerman LLP
Speaker(s)
Robert J. Bergson ~ Abrams Garfinkel Margolis Bergson, LLP
Marc E. Betesh ~ President, KBA Lease Services / Visual Lease
Christine Chipurnoi ~ Senior Vice President, USI Insurance Services
Nancy Ann Connery ~ Schoeman Updike Kaufman & Gerber LLP
Alan M. Di Sciullo ~ Shearman & Sterling LLP
Alfred Erdmann ~ WithumSmith+Brown, PC
Joseph Fabrizi ~ Executive Vice President, CBRE, Inc.
James A. Fenniman ~ Area Executive Vice President, Construction Practice Senior Director, Gallagher
Meyer Last ~ Fried Frank Harris Shriver & Jacobson LLP
Michael A. Marra ~ Vice President, American Arbitration Association
Kelly Merino ~ Director, CBRE, Inc.
Ruth A. Schoenmeyer ~ White & Case LLP
Elizabeth J. Shampnoi ~ President and CEO, Shampnoi Dispute Resolution & Management Services, Inc.
Gerald R. Uram ~ Davis & Gilbert LLP
Program Attorney(s)
Meghan Carney Cavagnaro ~ Senior Program Attorney, Practising Law Institute
Atlanta Groupcast Location

Atlanta Bar Association, 400 International Tower, 229 Peachtree Street, NE, Atlanta, GA 30303-1601. (404) 521-0781.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  All PLI products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  All PLI products can fulfill Washington’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Dubai (CLPD-DUBAI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CLPD credit requirements.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

Leases, known as the building blocks of value for all real estate, are primary business and investment assets, but also contain or create landmines of liability, accidental litigation and disputes as well as hidden risks with attendant opportunities for malpractice and mistake of the parties. If written poorly, negotiated by inexperienced counsel or administered without expertise, leases can be the downfall of an otherwise sound real estate investment and generate considerable material litigation as well as malpractice actions. With the changing market, and rise of cleverly drafted leases, learning how to stay a step ahead and fine-tune your skills, techniques and strategies is certainly a wise investment of your time. This program will help you to feel truly competent to negotiate these lengthy and sophisticated instruments, and to spot the hidden costs, risk shifting and common law demising.

Attending this course should be a priority for anyone representing users or occupiers of space, or owners as investors in real estate.

 

What You Will Learn  

  • Review long-term development and ground lease trends coupled with sale/leaseback structures
  • Examine the increasing numbers of disputes and litigation in “grossing up” and inclusion of "ownership" costs in drafting and interpretation
  • Discuss tricks and traps of subleasing and sub-subleasing
  • Evaluate current malpractice litigation of options to purchase equitable conversion and rental losses
  • Risks of loss during elongated executory intervals and misuse of appraisers rather than arbitrators or consultants
  • How to avoid common traps with “turnkey” and “build to suit” versus hidden costs for the construction or work allowance
  • Examine alternative financial strategies for securing the landlord’s performance and security for owner cash flow obligations under large lease work letters and tenant improvement allowances
  • How to identify traps that increase tenant alterations costs — from the hidden to the obvious
  • Evaluate default remedies, and complex real estate issues in arbitration versus litigation
  • Discuss the re-emergence of the “takeover lease” — papering the risk and securing performance, and the “good guy guaranty games”
  • Review options in leases to purchase and malpractice by equitable conversion

 

Special Features

Earn 1.5 hours of Ethics credit!

 

Who Should Attend

Attorneys, landlords, developers, real estate investment advisers, lenders and anyone in the commercial real estate leasing field and other allied professionals, should attend this program.


PLI Group Discounts

Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.

PLI Can Arrange Group Viewing to Your Firm

Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.

Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

Day One: 8:30 a.m. - 5:15 p.m.

8:30 Networking Breakfast (Networking Breakfast only available at NY live program)

9:00 Opening Remarks

Michael E. Meyer, John Busey Wood



9:15 Changing Lease Forms and Negotiating Tactics in the New Improving Economy and Tighter Leasing Market
  • Lease forms expanding again
  • Econometric layering of “theft by lease”
  • Re-bundle operating expense into fixed rent
  • Anticipate inflation of escalations
  • In Market Recovery
  • Landlord's need to close deals quick
  • Tenants at premium
  • Owner’s need to commence rent more quickly
  • Reduce leasing legal fees
  • Lease takeover loan/agreements tools
  • Accelerate the many moving lease commencement dates
  • Reduce the risk
  • Mock negotiation on getting all superior interests to the table

Michael E. Meyer, Gerald R. Uram, John Busey Wood



10:15 Networking Break

10:30 Unanticipated Limitations in Long-Term Planning and Lease Restructuring

A. Assignment and Subletting

  • An overview
  • Permitted transactions
  • Recapture rights and profit-sharing
  • Recognition agreements and consents
  • Structural impediments to assignment and sublease rights

B. Lease Restructuring: Pitfalls and Benefits

  • How best to deal with tenant request to restructure the lease
  • Explore ways in which the landlord can benefit from tenant lease restructuring
  • Negotiation tips from both sides of the deal such as being totally candid and accurate in supplying info
  • Avoid common pitfalls such as failing to obtain consent of lender
  • What the landlord will insist upon
  • What the tenant should never agree to

 C. Subleasing Structures and Protections

  • An overview
  • Practical protections for the subtenant/sub-subtenant
  • Subordination and recognition/protections
  • Sublease with end of term protection under direct lease for subtenant
  • Insurance issues and protections/subordination
  • Consents and approvals for initial alterations and later alterations
  • Sub-rentals and cash flow or profit participations upstream

Nancy Ann Connery, Michael E. Meyer, Gerald R. Uram, John Busey Wood



12:00 Lunch

1:15 Commercial Leases: Fundamentals of Structuring for Buildability and Financing
  • Tenant leasehold financing lender protections
  • Good guy guaranties and ground leases
  • Off balance sheet; springing obligations
  • “The gap” period obligations
  • "Backdoor Expanded Personal Liability"
  • Bankruptcy impact
  • Hot Topics: Backdoor liability accelerations and "Lease Takeover Triggers!"
  • How to secure the payment and performance of the "Lease Taken Over"
  • Use of letters of credit
  • Work related provisions
  • Practical tips from the broker’s perspective

Michael E. Meyer, Gerald R. Uram, John Busey Wood



2:30 Current Market Hot Topics for Dealing with Long Term Lease Structures, Audits and Credit Support
  • Hear how vacancies and historically incorrect gross up adjustments are serving to
  • Overcharge in-place tenants; hidden LEEDS Costs
  • Understate landlord’s NOI
  • Understate management costs and taxes for base years
  • IASB/FASB FAS-13: New accounting for long-term leases
  • Letters of credit and how to avoid being surprised later by the “fine print”, the cash equivalent and sight draft/presentation vehicles/fax

Marc E. Betesh, Alfred Erdmann, Michael E. Meyer, John Busey Wood



3:30 Networking Break

3:45 Ethical Gaps, Mishaps and Traps in Real Estate Practice
  • Engagement letter gap
  • Scope creep
  • Later transactional conflicts
  • Conflicts issues arising from outside counsel's dealings with in-house counsel acting as owner/officer of property management company and independent counsel versus in-house counsel acting as a party to the transaction
  • Virtual office, multijurisdictional practice/unauthorized practice concerns/confidentiality problems
  • What is my practical procedural strategic plan to deal with conflicts, keep fees and keep clients?
  • Practical ethical and civility conduct tips for negotiating transactions
  • Ethics of civility
  • Transactional ethical issues and the accidental commencement of the attorney representation during conflicts analysis

Robert J. Bergson, Michael E. Meyer, John Busey Wood



5:15 Adjourn

Day Two: 8:30 a.m. - 4:30 p.m.

8:30 Networking Breakfast (Networking Breakfast only available at NY live program)

9:00 Commercial Leases: Building Today’s Tenant Improvements – Interrelationship of Commencement Date and Work Letter
  • Timeline of creation of interests; impairment of rights; securing the landlord work
  • Negotiations of the SNDRA
    • "R" is for full recognition
    • Deal with the lender in beginning
    • Abatements and credits for landlord's work funded by tenant loan!
  • Purchase extensions and options may not work after conversion
  • Bring the lender and security interest holders to the table first
  • Secure the landlord's work funding and related rental credits/abatements; loss of abatements and offset protections
  • Owner in workout will not fund TI or brokerage commission; tenant the "equity investor"
  • Negotiating today’s tenant options
  • Agreements to enter into ground leases and master leases; conversion to condo
  • High value property; selling pieces of the property; future condominium declaration
  • Hot topic: later creation of multiple superior interests and impact on expansion and option rights

Joseph Fabrizi, Meyer Last, Kelly Merino, Michael E. Meyer, John Busey Wood



10:45 Networking Break

11:00 Complex Commercial Real Estate Issues: Arbitration vs. Litigation
  • Dispute resolution continuum
  • The pros and cons of mediation, arbitration and litigation
  • The limits of confidentiality
  • Strategically drafting dispute resolution clauses: the must haves
  • Tools/Resources: appellate rules, clause builder, recent rule amendments
  • Introduction to sanction into the commercial rules
  • Appraisers vs Brokers: What to do when the landlord and tenant cannot agree on the “current market rent”
  • Fair market rentals and re-set by arbitration or litigation
  • Risks when appraisers are arbitrators under the Uniform Standards of Professional Appraisal Practice (USPAP)
  • Mock appraisal negotiation exercise

Paula K. Konikoff, Michael A. Marra, Michael E. Meyer, Elizabeth Shampnoi, John Busey Wood

 



12:00 Commercial Leases: Dealing with Large Hidden “Big Ticket” Items
  • Triggered violations from deferred but enacted laws on filing of plans and demolition
  • Costs included in CAM and operating expenses/capital disbursements
  • Landlord build to suit but no cash and "under supervision"
  • How to protect the “turnkey”
  • Negotiating "Work/TI" funding/completion rights with the lender for "recognition of landlord's work abatements and credits"; future “delivery space” TI funding
  • Current failure to analyze and assure the "Attached Sketch" (compliance, use, repair obligations and "the missing terrace!" )
  • Analyzing landlord’s “base building” inclusions (sprinklers, electric meters and VAV boxes)
  • Mock negotiation

Meyer Last, Michael E. Meyer, Ruth A. Schoenmeyer, John Busey Wood



1:00 Lunch

2:00 Hot Issues in Retail Leasing in the Current Environment
  • Use clauses and tradenames
  • Exclusive use rights
  • Opening and operating covenants
  • Co-tenancy rights
  • Assignment and subletting
  • New issues facing landlords and tenants in the current retail environment
  • Use of "pop-up occupancies" in malls; impact of “temp operating agreements”
  • When the co-tenancy and "kick-out" for low gross sales needs confirmation; problems of enforcement
  • Early delivery and opening agreements while lease is being negotiated
  • Luxury retail leases
  • Digital marketing and Point of Sale (POS) Systems

Michael E. Meyer, Ruth A. Schoenmeyer, John Busey Wood



3:15 Networking Break

3:30 Commercial Leases: Issues Surrounding Insurance and Damage and Destruction
  • Effect of the financial crisis on insurance
  • Who insures the insurer?
  • Unusual Forms of Insurance
  • Coverage of catastrophic risks; coordinating the insurers
  • What the landlord needs and what the tenant needs
  • ACORD forms now truly worthless! Use of binders?

Christine Chipurnoi, Alan M. Di Sciullo, James A. Fenniman, Michael E. Meyer, John Busey Wood



4:30 Adjourn

Co-Chair(s)
Michael E. Meyer ~ DLA Piper LLP (US)
John Busey Wood ~ Akerman LLP
Speaker(s)
Robert J. Bergson ~ Abrams Garfinkel Margolis Bergson, LLP
Marc E. Betesh ~ President, KBA Lease Services / Visual Lease
Christine Chipurnoi ~ Senior Vice President, USI Insurance Services
Nancy Ann Connery ~ Schoeman Updike Kaufman & Gerber LLP
Alan M. Di Sciullo ~ Shearman & Sterling LLP
Alfred Erdmann ~ WithumSmith+Brown, PC
Joseph Fabrizi ~ Executive Vice President, CBRE, Inc.
James A. Fenniman ~ Area Executive Vice President, Construction Practice Senior Director, Gallagher
Meyer Last ~ Fried Frank Harris Shriver & Jacobson LLP
Michael A. Marra ~ Vice President, American Arbitration Association
Kelly Merino ~ Director, CBRE, Inc.
Ruth A. Schoenmeyer ~ White & Case LLP
Elizabeth J. Shampnoi ~ President and CEO, Shampnoi Dispute Resolution & Management Services, Inc.
Gerald R. Uram ~ Davis & Gilbert LLP
Program Attorney(s)
Meghan Carney Cavagnaro ~ Senior Program Attorney, Practising Law Institute
New Jersey Groupcast Location

New Jersey Institute for Continuing Legal Education, One Constitution Square, New Brunswick, NJ 08901-1520. 732-249-5100.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  All PLI products can fulfill Puerto Rico’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  All PLI products can fulfill Washington’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Dubai (CLPD-DUBAI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CLPD credit requirements.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

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