How environmental law affects commercial real estate properties.
Modification agreements; deeds in lieu of foreclosure; foreclosure (including federal foreclosure); preworkout agreements; lender-liability issues; and "waste" issues in recourse and nonrecourse loans.
Enforceability under state law of assignments of rent; enforceability of assignments of rent in bankruptcy; special issues with respect to hotel revenues; enforceability of estoppel certificates; effect of mortgagee's remedies on leases; enforceability of letters of intent; insurance of a secured lender's security interest in rent pursuant to a separate assignment agreement; lease options and rights of first refusal; nonassignability clauses in commercial leases; the definition of "rents," and percentage-rent provisions in shopping center leases.
The history and development of LLCs; statutes and case law pertaining to LLCs; series LLCs; tax rulings on LLCs; bankruptcy issues in connection with LLCs; and title-insurance issues in connection with LLC real-estate transactions.
Assignments of rent; insurance issues; carveouts to nonrecourse loans; the effect of federal forfeiture statutes; "clogging" issues; options and related rights; default interest rates (including late charges and exit fees); prepayment and defeasance provisions; defective real estate documents; due-on-sale clauses, multistate mortgages; equitable subrogation; transfer tax issues; guarantees; letters of credit; participating mortgages and "equity kickers" (including recharacterization issues); mezzanine financing; usury law; purchase-money mortgages; sale-leasebacks; special and limited warranty deeds; special purpose entities; lien priorities; and land trusts, business trusts and special-purpose entities.
The enforceability of attorneys' fees provisions in nonrecourse loans; tenants' and landlords' rights in bankruptcy; bankruptcy "facts"; bankruptcy reorganization under Chapter 11; the rights of brokers to a commission on a resale if a bankruptcy sale is "free and clear of all interests"; the Bankruptcy Code transfer-tax exemption; rights of bankruptcy trustee as against mistaken mortgage releases; business trusts and whether they are "bankruptcy-proof; "reasonably equivalent value issues; the avoidance of payment of interest by filing bankruptcy; the enforceability of "due-on-sale" clauses; whether an equitable subordination claim can "trump" a state foreclosure proceeding; the effect of the doctrine of "equitable subrogation"; the enforceability of nonrecourse carveouts in bankruptcy proceedings; the enforceability of letters of credit; the enforceability of automatic waivers of stay; guaranties and fraudulent transfers; the provisions of the 2005 Bankruptcy Act that affect real estate; the "new value" exception the "absolute priority rule"; single-asset real estate bankruptcies.
History and scope of REITS as well as various updates on REIT issues, including percentage-rent issues for REITs as shopping-center landlords; the statutes, rules and regulations that govern REIT transactions and case law in this area.
Bankruptcy/recharacterization issues; comparison of synthetic leases to other forms of financing and ownership of real estate; accounting standards applicable to REITs; IRS rulings on REITs; lease-leaseback financing; title insurance and recharacterization issues; options to purchase in connection with synthetic-leasing transactions; the use of special purpose entities in connection with synthetic-lease financing; and unwinding synthetic leases.
The standard ALTA Owner's and Loan policies; title insurance as an aid in avoiding malpractice claims in real estate transactions; benefits of the leasehold endorsements adopted by the ALTA in 2001; coinsurance and reinsurance; creditors' rights risk; closing protection letters; encroachments and encumbrances; the use of land trusts in real estate transactions; "unmarketability" of the title; ALTA endorsement coverages adopted by the ALTA, including those adopted in 2003-04; RESPA issues; special concerns of lenders in connection with title insurance; tie-in and aggregation endorsements; title insurer duties to third parties; title insurance in connection with transfers to trusts; the unauthorized practice of law; and negligent misrepresentation claims against title companies.
Attorney malpractice for failure to file a UCC Financing Statement; benefits of the UCC insurance policy; the effect of a UCC-3 Financing Statement where both the amendment and the termination boxes are checked; limitation of liability for UCC searches by search companies; UCC Article 9 issues in connection with mezzanine financing transactions; whether a security interest in an option to purchase real estate can (or should) be perfected with a UCC filing; perfection under revised Article 9; and the sufficiency of the debtor's name for a valid UCC filing.
.jpg)
