Real Estate Law

Drafting Small Commercial Real Estate Leases - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: May 24, 2022
Accreditation Expiration Date: May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


In small space leases, tenants are much more sensitive to the cost or reviewing and negotiating lengthy leases. Also, use restrictions in lengthier leases can unduly restrict a tenant’s ability to use the space to operate their business. Landlord rights and remedies in “short “form” leases tend to leave tenants with little flexibility and few remedies for landlord breaches. At the same time, landlords fear the instability and costs associated with small tenants. This program will provide you a real-world guide to reviewing a small commercial lease, including economics, use restrictions, subleasing, and remedies.

  • Red flags in “short form” leases for small tenants
  • Ensuring “use” restrictions allow tenant to operate its business
  • Common area maintenance, taxes, insurance, fees and penalties
  • Scope of landlord services to tenant – and landlord remedies
  • Exit issues – “go dark” provisions, subletting, tail liability


Speaker:

David C. Camp is a partner in the Denver office of Senn Visciano Canges, PC, where he represents clients in all aspects of real estate transactions. He has extensive experience in leasing, development, construction, financing and ownership issues. He also has substantial experience in commercial finance matters, most frequently corporate and real estate financing, including mezzanine loans, construction loans, and traditional loan matters. Mr. Camp received his B.A. cum laude from Middlebury College and his J.D. from the University of Pennsylvania Law School.

Guarantees in Real Estate Transactions - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: December 20, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Guarantees undergird most real estate transactions. Lenders, investors and others are often unwilling or unable to finance or otherwise support a real estate transaction without certain substantial guarantees. These guarantees may concern repayment of loan proceeds or performance of other services – construction, maintenance and waste prevention, environmental indemnity, etc. The scope of guarantees is highly negotiated, particularly whether the guarantee is recourse or non-recourse and the scope of carve-outs from the guarantees. This program will provide you with a practical guide to negotiating and drafting guarantees in real estate transactions.

  • Types of guarantees – payment, performance, collection, completion
  • Essential elements of a guarantee – consideration, scope, carve-outs, waivers
  • Guarantees for property maintenance/no waste, environmental indemnity and other non-financial concerns
  • Carve-outs – full v. partial, fraud, misappropriation, misapplication, failure to maintain, insurance, and more
  • Guarantees of construction loans


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.

Rights of First Offer, First Refusal in Real Estate - A National Perspective

Presented by the ISBA


0.75 hour MCLE credit


Original Program Date: December 7, 2022
Accreditation Expiration Date: May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Rights of first refusal and rights of first offer are frequently used in commercial real estate transactions, establishing rights to acquire property from a seller before it hits the market. The practical effect of these tools is often to exert downward pressure on the price of the property and hamper development of a third-party market. Rights of first refusal can help hasten a deal among buyers and sellers or landlords and tenants, thereby reducing costs, or they can be a costly waste of time. There are many subtle differences between rights of first refusal and rights of first offer, each with subtle tradeoffs for counter-parties that must be considered in context of a particular transaction. This program will provide you with a practical guide to drafting rights of first refusal and rights of first offer in real estate.

  • How rights of first refusal and rights of first offer work in real estate transactions
  • Real-world costs, tradeoffs and risks of each type of right – and drafting tips and traps
  • Best circumstances in which these mechanisms are used in property acquisitions, sales, and leasing
  • How rights of refusal depress prices &limiting third party interest in the property – and how to mitigate
  • Practical strategies for buyers and sellers, landlords and tenants when negotiating these rights


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.

Joint Ventures in Real Estate, Part 2 - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: November 16, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Real estate joint ventures leverage the capital and expertise of partners to develop and operate or sell projects of every size. These joint ventures can take different forms – contractual or entity-based – and often involve a complex mix of equity and debt, preferential returns, and various types of fees. Third parties, including contractors, may have profit participation rights. Real estate joint ventures are highly complex exercises in finance and risk management. This program will provide you with a real-world guide to types of real estate joint ventures, major capital structuring issues, and drafting the major provisions of the underlying documents.

Day 2:
  • Management and information rights
  • Guarantees issue in joint ventures
  • Structuring ordinary and liquidating distributions
  • Valuation and sales/exchanges of partnership interests


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.


Joint Ventures in Real Estate, Part 1 - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: November 15, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 9, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Real estate joint ventures leverage the capital and expertise of partners to develop and operate or sell projects of every size. These joint ventures can take different forms – contractual or entity-based – and often involve a complex mix of equity and debt, preferential returns, and various types of fees. Third parties, including contractors, may have profit participation rights. Real estate joint ventures are highly complex exercises in finance and risk management. This program will provide you with a real-world guide to types of real estate joint ventures, major capital structuring issues, and drafting the major provisions of the underlying documents.

Day 1:
  • Entity selection for joint ventures
  • Structing competing interests of investors, developers, and lenders
  • Capital structure – getting the right mix of equity, mezzanine financing& long-term debt
  • Initial and subsequent capital contributions of partners


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.

Common Area Maintenance, Insurance, and & Taxes Provisions in Commercial Leases - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: November 10, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 3, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Common area expenses (CAM) are part of virtually every office and retail lease. These expenses cover everything from parking lots and reception areas to common meeting spaces and restrooms. In triple net leases, landlords seek to recover these expenses from tenants. This can be a significant component of a tenant’s lease expense.The scope of CAM, caps or other limitations, and audit rights are highly negotiated. Landlords and lenders are often reluctant to give any concessions. This program will provide you with a practical guide to negotiating and drafting CAM provisions in commercial leases.
  • Scope of common area maintenance (CAM) expenses
  • Relationship to minimum maintenance standards
  • Treatment of taxes and insurance
  • Differentiating operating v. capital expenses in CAM recovery
  • Caps on CAM, fixed CAM, gross-up considerations
  • Audit and information rights for CAM
  • Understanding landlord, lender, and tenant motivations and concerns


Speaker:

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.

Construction Contracts: Drafting Issues, Spotting Red Flags and Allocating Risk, Part 2 - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: October 26, 2022
Accreditation Expiration Date: May 3, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Construction contracts are among the most difficult agreements to draft or review and negotiate. At every stage, building is fraught with substantial risk – timely regulatory approvals, cost containment and price certainty, financing contingencies, building deadlines, and a host of other risks. If these risks materialize, as is common, the bargained for exchange among the parties and their expectations are radically unsettled. Construction contracts are a careful allocation of risks, a compromise between flexibility and price/cost certainty, and establish procedures for resolving disputes short of costly litigation. This program will provide you with a practical guide to drafting the most important provisions of construction contracts.

Day 2:
  • Insurance and indemnification provisions of construction contracts
  • Role of subcontractors and mechanics and materialmen liens
  • Anticipating disputes between property owners and builders, and building in cost-effective dispute resolution
  • Role and limitations of different type of damages


Speaker:

John Miller is the principal of John R. Miller, PLLC in the Charlotte, North Carolina and was for 39 years a partner with Robinson, Bradshaw & Hinson, P.A. His practice encompasses corporate and securities law, mergers and acquisitions, banking and finance, and construction law. He was selected by his peers for inclusion in "The Best Lawyers in America" and for inclusion in Business North Carolina Magazine's "Legal Elite" as one of the top business lawyers in North Carolina. He received his A.B. from Duke University and his J.D., with distinction, from Duke University School of Law.

Construction Contracts: Drafting Issues, Spotting Red Flags and Allocating Risk, Part 1 - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: October 25, 2022
Accreditation Expiration Date: May 3, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Construction contracts are among the most difficult agreements to draft or review and negotiate. At every stage, building is fraught with substantial risk – timely regulatory approvals, cost containment and price certainty, financing contingencies, building deadlines, and a host of other risks. If these risks materialize, as is common, the bargained for exchange among the parties and their expectations are radically unsettled. Construction contracts are a careful allocation of risks, a compromise between flexibility and price/cost certainty, and establish procedures for resolving disputes short of costly litigation. This program will provide you with a practical guide to drafting the most important provisions of construction contracts.

Day 1:
  • Reviewing and drafting essential provisions of construction contracts
  • Use and common mistakes in using AIA contacts in negotiations with builders
  • Defining the scope of a project and planning for modifications
  • How fees and costs are structured – and allocating risk of modification
  • Tying performance standards and timelines to payments
 

Speaker:

John Miller is the principal of John R. Miller, PLLC in the Charlotte, North Carolina and was for 39 years a partner with Robinson, Bradshaw & Hinson, P.A. His practice encompasses corporate and securities law, mergers and acquisitions, banking and finance, and construction law. He was selected by his peers for inclusion in "The Best Lawyers in America" and for inclusion in Business North Carolina Magazine's "Legal Elite" as one of the top business lawyers in North Carolina. He received his A.B. from Duke University and his J.D., with distinction, from Duke University School of Law.

Subtenants in Commercial Leasing: How to Protect Your Client - A National Perspective

Presented by the ISBA


1.0 hour MCLE credit


Original Program Date: October 17, 2022
Accreditation Expiration Date: ­­­­­­­­­­­­­­­­­­­­­­­­­May 3, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Subleases are by their very nature filled with substantial risk. A sub-tenant agrees to take space – office, retail, or industrial – from a sub-landlord, pay the sub-landlord rent, and perform certain services. But without between the sub-tenant and the senior landlord, the sub-tenant has no rights to assert against the senior landlord even though the sub-tenant’s use of the space may depend on the actions of the senior landlord. This sub-tenant is also at substantial risk of losing the space if either the senior or sub-landlord goes bankrupt. The relationship of these parties is highly complex. This program will provide you with a practical guide protecting subtenants in leasing.
  • Counseling sub-tenant clients about the range of risks in subleases
  • How to read master leases to spot red flags for tenants
  • Types of subleases – what works for bigger/smaller clients and spaces?
  • Identifying master lease’s control of subleasing and sublease terms
  • Master lease money provisions, use restrictions, attornment provisions, and termination
  • Determining whether sublease risks outweigh the benefits


Speaker:

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.

Real Estate Law Update 2022 - Part 2

Presented by the ISBA Real Estate Law Section

2.75 hours MCLE credit, including 1.0 hour Professional Responsibility MCLE credit in the following category: Professionalism, Civility, or Legal Ethics credit


Original Program Date: October 12, 2022
Accreditation Expiration Date: April 19, 2025 (You must certify completion and save your certificate before this date to get MCLE credit)


Join us for this online program that discusses recent trends in residential real estate, construction contracts, and your ethics requirements. New attorneys, experience lawyers, and non-real estate practitioners will benefit from these updates and best practice tips and tricks.


Program Coordinator:
Cheryl A. Morrison, Law Office of Cheryl A. Morrison, Mokena

Program Moderator:
Laura L. Lundsgaard, Laura L. Lundsgaard Attorney & Counselor at Law, LLC, Inverness


Anatomy of a Residential New Construction Contract
This presentation discusses how residential new construction contracts differ from typical resale contracts, the important provisions to consider, and the best practices to employ when your client is building or buying new construction.
Brian D. Mooty, Heyl, Royster, Voelker & Allen, Peoria
Adam B. Whiteman, Whiteman Borden, LLC, Chicago

Hot Topics in Residential Closings
The residential real estate market has continued to move quickly through 2022. As such, residential real estate practitioners have found themselves negotiating unique circumstances in many closings. Learn how to better navigate these unique market conditions for your clients, as well as listen to a discussion of solar panel leases and more.
Laura L. Lundsgaard, Laura L. Lundsgaard Attorney & Counselor at Law, LLC, Inverness
Gary S. Mueller, Gary S. Mueller & Associates, Ltd., Joliet

Ethics
The segment gives you a chance to brush up on your ethics duties to clients in areas such as confidentiality, conflicts, and effective communication, as well as proper funding of IOLTA accounts.
Mary F. Andreoni, Attorney Registration & Disciplinary Commission, Chicago

*Originally presented as part of the Real Estate Law Update 2022 program. Find more sessions in this series in the ISBA On-Demand CLE catalog.


Pricing Information
  • Please Note: You must attend the entire program in order to earn MCLE credit for this seminar.
  • ISBA sponsoring section members get a $10 registration discount (which is automatically calculated in your cart when you log in to register).
  • Fees:
    • ISBA Member Price of $82.50 is displayed below when you login and program is eligible for Free CLE member benefit
    • Non-Member Price $137.50
    • New Attorney Member (within the first five years of practice) - $25
    • Law Students - Free