Due Diligence in Commercial Real Estate Transactions - A National Perspective

Presented by the ISBA

0.75 hour MCLE credit

Original Program Date: August 2, 2022
Accreditation Expiration Date: April 20, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


This program will provide you with a practical guide to due diligence in real estate transactions – what information you need, where to get it, and the timeframes involved. The program will also cover the relationship between the duration and depth of due diligence depending on the state of the market – i.e., how “hot” markets involve more risk because sellers or others are reluctant to give lengthy diligence periods. The program will also discuss using information obtained in diligence to draft specific reps and warranties. This program will provide you with a practical guide to planning due diligence in real estate transaction and how that information is used.

  • Planning diligence – what information you need, where to get it, and timeframes
  • Relationship between diligence and market conditions – willingness of sellers to cooperate or not
  • Using diligence – tying information obtained to specific reps and warranties
  • Review of leases, rent rolls, and financial statements
  • Service contracts, condominium HOAs, and other contracts
  • Title work – liens and other encumbrances

Speaker:
John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP. He has more than 40 years’ experience in real estate law practice. He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute. He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law. He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont. He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.


Secured Transactions Practice: Security Agreements to Foreclosures, Part 2 - A National Perspective

Presented by the ISBA

0.75 hour MCLE credit

Original Program Date: July 27, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 20, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Secured transactions are the most common form of commercial transaction and help finance businesses of every size. They are governed by the complex provisions of UCC Article 9. Getting every detail in financing statements, security agreements, and perfection of credits is essential. Agreements can be costly and time consuming to draft, and full of risk. Failure to comply with UCC Article 9 in drafting security agreements, perfecting a creditor’s interest, or foreclosing a lien can easily cause the value of the underlying transaction to be lost. This program will provide you with a real-world guide UCC Article 9 practice.

Day 2 – July 27, 2022:
  • Framework for the foreclosure of personal property under UCC Article 9
  • Foreclosing on equipment, inventory, intellectual property, and accounts receivable
  • Duties of junior creditors to senior creditors on foreclosure
  • Rights to proceeds of foreclosure sales and reducing foreclosure costs
  • Rights of guarantors
  • Debtor remedies in the event of a secured party default
  • Cost-efficient alternatives to foreclosures and circumstances when these alternatives are available

Speaker:
Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property. He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities. Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee. Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.


Secured Transactions Practice: Security Agreements to Foreclosures, Part 1 - A National Perspective

Presented by the ISBA

0.75 hour MCLE credit

Original Program Date: July 26, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 20, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Secured transactions are the most common form of commercial transaction and help finance businesses of every size. They are governed by the complex provisions of UCC Article 9. Getting every detail in financing statements, security agreements, and perfection of credits is essential. Agreements can be costly and time consuming to draft, and full of risk. Failure to comply with UCC Article 9 in drafting security agreements, perfecting a creditor’s interest, or foreclosing a lien can easily cause the value of the underlying transaction to be lost. This program will provide you with a real-world guide UCC Article 9 practice.

Day 1 – July 26, 2022:
  • Lifecycle of UCC Article 9 secured transactions
  • Drafting cost-effective and enforceable security agreements
  • What to do when something about the debtor changes – e.g., name, location, ownership
  • Accounts receivable, inventory, equipment, intellectual property
  • Anti-assignment provisions regarding collateral
  • Enhancing enforceability of security agreements and reduce risks in foreclosure


Speaker:
Steven O. Weise is a partner in the Los Angeles office Proskauer Rose, LLP, where his practice encompasses all areas of commercial law. He has extensive experience in financings, particularly those secured by personal property. He also handles matters involving real property anti-deficiency laws, workouts, guarantees, sales of goods, letters of credit, commercial paper and checks, and investment securities. Mr. Weise formerly served as chair of the ABA Business Law Section. He has also served as a member of the Permanent Editorial Board of the UCC and as an Advisor to the UCC Code Article 9 Drafting Committee. Mr. Weise received his B.A. from Yale University and his J.D. from the University of California, Berkeley, Boalt Hall School of Law.


Drafting Supply Agreements - A National Perspective

Presented by the ISBA

1.0 hour MCLE credit


Original Program Date: July 21, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 17, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Supply contracts are the backbone of many businesses, providing the buying with essential goods for a production process or finished product inventory for sale. In the supply chains these agreements create, time is of the essence. Buyers rely on timely delivery of quality raw material or inventory. Production and sales are often finely calibrated for just in time delivery. In addition, there area wide range of liability issues involved in these agreements because any disruption of the supply chain can cause substantial losses. This program will provide you with a practical guide to reviewing the most important provisions of supply agreements for clients.
  • Drafting and negotiating most essential terms of supply agreements
  • Issues for both suppliers and buyers in different industries
  • Framework of law governing supply issue, including UCC warranty and title issues
  • Product quality, volume commitments, delivery, and more
  • Identifying, allocating, and mitigating risk – indemnity and insurance
  • Spotting red flags in “form” supply agreements

Speaker:
Joel R. Buckberg is a shareholder in the Nashville office of Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. and chair of the firm’s commercial transactions and business consulting group. He has more than 45 years’ experience structuring and drafting commercial, corporate and business transactions. He also counsels clients on strategic planning, financing, mergers and acquisitions, system policy and practice development, regulatory compliance and contract system drafting. Prior to joining Baker Donelson, he was executive vice president and deputy general counsel of Cendant Corporation. Mr. Buckberg received his B.S. form Union College, his M.B.A. from Vanderbilt University, and his J.D. from Vanderbilt University School of Law.


2022 Family and Medical Leave Update - A National Perspective

Presented by the ISBA


0.75 hour MCLE credit


Original Program Date: July 19, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 17, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


This program will provide you with a practical guide to developments under the Family and Medical Leave Act and review trends in employee leave generally. The program will cover significant case law and regulatory developments, as well as the practical trends in dispute and litigation impacting your employer clients. The program will cover the impact of technology, contract employees, and other changes in the workforce, and discuss their impact on traditional leave law. This program will provide you with a real-world guide to significant legal and practical developments under FMLA and employee leave generally.
  • Case law and regulatory developments under the FMLA
  • Developments related to “appropriate notice”
  • Serious health condition requiring leave and practical application
  • Remote and work-from-home workers and leave under the FMLA
  • Responding to leave requests based on substance abuse
  • Emerging cannabis issues

Speaker:
Patrick F. Martin is a partner in the Miami office of Greenburg Traurig, LLP, where he has a national employment law practice. He represents employers of all sizes before state and federal courts, as well as administrative agencies such as the Department of Labor, the Equal Employment Opportunity Commission and the Florida Commission on Human Relations. He regularly litigates cases involving wrongful termination, employment discrimination, workplace harassment, public accommodation, wage and hour matters, and employee disability and leave issues. He also advises employers on preventive strategies to minimize potential litigation and assists in the development of policies to promote constructive employee relations. Mr. Martin earned his B.A. from the University of Virginia and his J.D. from Florida State University College of Law.


Percentage Rent Leases in Commercial Real Estate - A National Perspective

Presented by the ISBA

0.75 hour MCLE credit


Original Program Date: July 14, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­April 17, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Percentage rent is used in retail leases where the landlord has bargaining power to demand a share of the tenant’s economic gains. Demand for retail space may be high or a landlord’s specific location may be particularly attractive such that the tenant is willing to pay not only a fixed amount of rent but a share of its gross revenue. These types of leases require a sophisticated understanding of the underlying economics of tenant’s business. These leases also require very careful drafting. How is gross revenue defined? Is there a minimum amount or a maximum amount? How are these numbers verified? And what are all the related protections for the landlord or the tenant? This program will provide you with a practical guide to negotiating and drafting percentage leases.

  • Circumstances where percentage rent is commonly seen
  • Economics of percentage rent – landlord and tenant perspectives
  • Defining key terms – “gross sales,” exclusions, percent of rent
  • Determining thresholds – minimum rent, sliding scales
  • Financial reporting and audit rights
  • Important related provisions – non-competition, continuous use, payment terms

Speakers:

John S. Hollyfield is of counsel and a former partner in the Houston office Norton Rose Fulbright, LLP. He has more than 40 years’ experience in real estate law practice. He formerly served as chair of the ABA Real Property, Probate and Trust Law Section, president of the American College of Real Estate Lawyers, and chair of the Anglo-American Real Property Institute. He has been named a "Texas Super Lawyer" in Real Estate Law by Texas Monthly magazine and is listed in Who’s Who in American Law. He is co-editor of Modern Banking and Lending Forms (4th Edition), published by Warren, Gorham & Lamont. He received his B.B.A. from the University of Texas and his LL.B. from the University of Texas School of Law.

Richard R. Goldberg is a retired partner, resident in the Philadelphia office of Ballard Spahr, LLP, where he established an extensive real estate practice, including development, financing, leasing, and acquisition. Earlier in his career, he served as vice president and associate general counsel of The Rouse Company for 23 years. He is past president of the American College of Real Estate Lawyers, past chair of the Anglo-American Real Property Institute, and past chair of the International Council of Shopping Centers Law Conference. Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute. Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland School of Law.

Roadmap of Venture Capital and Angel Funding, Part 2 - A National Perspective

Presented by the ISBA

1.0 hour MCLE credit


Original Program Date: July 08, 2022
Accreditation Expiration Date: April 17, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Rapidly growing companies often raise capital in “angel” or venture capital transactions. Investors provide capital in exchange for carefully structured equity rights and frequently some form of governance rights. Investors also often provide the company with industry expertise, contacts, and access that may be as valuable as financial capital. These funding transactions can take a startup or more mature company to higher levels of growth. But they are complex transactions that can involve a dozen or more interrelated documents. This program will provide you with a practical guide to the stages and documentation of an angel or venture capital transaction.

Day 2 – July 08, 2022:
  • Review of most highly negotiated terms in funding deals
  • Investor protections – information & veto rights, liquidity event rights
  • Liquidation preferences, anti-dilution rights, and dividends
  • Striking the right balance between founders/managers and investors on the board
  • Options pools for founders, managers and employees

Speakers:

Howard Bobrow is a partner in the Cleveland, Ohio office of Taft Stettinius & Hollister LLP, where he chairs the firm’s venture capital practice. He counsels private equity and venture capital firms, other institutional investors and angel investors on all aspects of acquisitions, dispositions, capital formation and private placements. He regularly represents and advises funds on their organization and formation, the fundraising process, governance matters, investments and compliance with pertinent regulations. Mr. Bobrow earned his B.S. from Miami University and his J.D. from Case Western Reserve University School of Law.

Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice. He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use. He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology. Mr. Licata received his B.S., summa cum laude, from MacMurray College and his J.D., cum laude, from Harvard Law School.