american law institute courses
Commercial Real Estate Leases: Selected Issues in Drafting and Negotiating in the Current Market. Event date: Conference on Life Insurance Company Products: Featuring Current SEC, FINRA, Insurance, Tax, and ERISA Regulatory and Compliance Issues. Event date: Tax Exempt Organizations: An Advanced Course. Event date: Clean Water Act: Law and Regulation. Event date: The New Face of Capital Formation. Event date:
Commercial Real Estate Leases
Commercial Real Estate Leases: Selected Issues in Drafting and Negotiating in the Current Market.
Conference on Life Insurance Company Products
Conference on Life Insurance Company Products: Featuring Current SEC, FINRA, Insurance, Tax, and ERISA Regulatory and Compliance Issues.
Tax Exempt Organizations: An Advanced Course.
Tax Exempt Organizations: An Advanced Course.
Clean Water Act: Law and Regulation
Clean Water Act: Law and Regulation.
The New Face of Capital Formation
The New Face of Capital Formation.
Modern Real Estate Transactions - CLE, Continuing Legal Education - ALI CLE.org
Modern Real Estate Transactions
  • Wednesday-Saturday
  • July 26-29, 2006
  • W Chicago City Center
  • Chicago, IL
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Available Online: | MP3 Audio Files | Coursebook

What You Will Learn

This annual advanced course of study, comprising 21 hours of instruction, discusses and analyzes the techniques and substantive law of modern commercial real estate practice. It is designed for lawyers representing developers, construction and term lenders, investors, landlords, and tenants.

 

All registrants for the course receive ALI-ABA’s Course of Study Materials: Modern Real Estate Transactions. These substantial Course Materials, which are published specifically for use in this course, include analyses, checklists, and forms that serve as the basis for comments made by the faculty.

 

The program and the Course Materials are useful to lawyers for all parties to the transactions that make up a commercial real estate practice. The course discusses land acquisition, due diligence, development and construction, interim and term financing, leases, management, and disposition. Conventional, securitized, and non-conventional forms of financing are examined together with the ramifications of unwinding off-balance-sheet financing and the ethical considerations involved in its use. Other sections of the program deal with current problems in commercial leases, defaults in real estate projects, workout arrangements, and bankruptcy ramifications, including the effects of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005. Title insurance and income tax considerations are addressed throughout the program by experts in those areas.

 

The course emphasizes the pragmatic rather than the theoretical. The forms published in the Course Materials are the products of actual real estate transactions drawn from the faculty’s practice. The speakers analyze the concepts underlying the forms and discuss alternative provisions in a panel discussion format.

 

The combination of faculty discussions and the Course Materials make up a presentation that is designed to be comprehensive. For experienced real estate practitioners, the course provides an overview and update; for younger attorneys entering into a real property specialty, a bridge-the-gap transition; and for general practitioners occasionally involved in real estate transactions, a comprehensive reference.

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Planning Chairs

John D. Hastie, Phillips McFall McCaffrey McVay & Murrah, P.C., Oklahoma City

Philip D. Weller, DLA Piper Rudnick Gray Cary US LLP, Dallas

Mark A. Senn, Senn Visciano Kirschenbaum P.C., Denver

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Faculty

Joseph C. Bonita, Consultant to Fidelity National Financial, Inc., Littleton, Colorado

Jay A. Epstien, DLA Piper Rudnick Gray Cary US LLP, Washington, D.C.

Richard R. Goldberg, Ballard Spahr Andrews & Ingersoll, LLP, Philadelphia

John A. Gose, Preston Gates & Ellis LLP, Seattle

Steven G. Horowitz, Cleary, Gottlieb, Steen & Hamilton LLP, New York

Wendi L. Kotzen, Ballard Spahr Andrews & Ingersoll, LLP, Philadelphia

K.C. McDaniel, Katten Muchin Rosenman, LLP, New York

Mark F. Mehlman, Sonnenschein Nath & Rosenthal LLP, Chicago

Alison M. Mitchell, DLA Piper Rudnick Gray Cary US LLP, Chicago

Kathryn Cochrane Murphy, Edwards Angell Palmer & Dodge LLP, Boston

Kimberly W. Osenbaugh, Preston Gates & Ellis LLP, Seattle

Alan Wayte, DLA Piper Rudnick Gray Cary US LLP, Los Angeles

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Program Schedule

Wednesday, July 26, 2006

  •  
  • 8:00 a.m. Registration and Continental Breakfast
  •  
  • 9:00 a.m. Real Estate Acquisition and Disposition
  •  
  • Acquisition structures; letters of intent; purchase and sale contracts; option agreements; long term ground leases; joint venture arrangements; public-private "partnerships;" documentation of sale transactions; representations, warranties, and indemnities; purchaser contingencies; due diligence; satisfaction of environmental risks; tenant estoppels; prorations and closing requirements; methods for liquidating damages; defaults and enforcement; acquisition of operating businesses and specialty projects; owners’ title insurance considerations; casualty insurance; management contracts; brokerage contracts; and income tax ramifications
  •  
  • 12:30 p.m. Lunch Break
  •  
  • 2:00 p.m. Real Estate Acquisition and Disposition (continued)
  •  
  • 5:00 p.m. Adjournment for the Day; Networking Reception for Registrants and Faculty
  •  

Thursday, July 27, 2006

  •  
  • 8:30 a.m. Continental Breakfast
  •  
  • 9:00 a.m. Real Estate Financing
  •  
  • Current financing structures; loan applications and commitments; significant terms of mortgages, assignments of rents and other loan documents; due-on-sale and due-on-encumbrance limitations; prepayment and yield maintenance provisions; substitutions of collateral and defeasance; nonrecourse carveouts and conditions; environmental indemnities; lockbox accounts and cash controls; requirements for securitized financing; loan participation arrangements; guaranties and other credit enhancements; construction lending; dealing with architects, engineers, and contractors; title insurance protection; leasehold financing; mezzanine financing; participating and convertible mortgages; operating business requirements; and income tax implications of financing structures
  •  
  • 12:30 p.m. Lunch Break
  •  
  • 2:00 p.m. Real Estate Financing (continued)
  •  
  • 5:00 p.m. Adjournment for the Day
  •  

Friday, July 28, 2006

  •  
  • 8:30 a.m. Continental Breakfast
  •  
  • 9:00 a.m. Real Estate Leasing
  •  
  • Achieving economic objectives; tenant security deposits; leasehold expansion and contraction; lease termination provisions; lease modifications; technology and service requirements; environmental issues; landlord security responsibilities; casualty and condemnation; insurance requirements; defaults and remedies; bankruptcy issues for landlords, tenants and subtenants; special issues in retail leasing; and income tax issues in leasing transactions
  •  
  • 12:30 p.m. Lunch Break
  •  
  • 2:00 p.m. Conventional and Securitized Loan Defaults
  •  
  • Prenegotiation agreements; holding and cash flow arrangements; forbearance and moratoriums; standstill agreements; lender liability exposure; restated loan documents; performance hurdles and drop dead dates; viability of single purpose entities; dealing with the special servicer in negotiating a workout; conversion of subordinated and mezzanine debt to ownership; enforcement of remedies; impairment of bankruptcy remedies; and substantive consolidation
  •  
  • 4:00 p.m. Bankruptcy Considerations
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  • The automatic stay; enforceability of stipulations in workout agreements; limitations on claims by landlords and tenants; cash collateral orders; Chapter 11 plans; classification of creditors; use of the cram down; adequate protection in a real estate context; the absolute priority rule and the elusive new value exception; single asset bankruptcies; and effects of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005
  •  
  • 5:15 p.m. Adjournment for the Day
  •  

Saturday, July 29, 2006

  •  
  • 8:30 a.m. Continental Breakfast
  •  
  • 9:00 a.m. Ethics and Client Responsibility
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  • Consideration of hypothetical examples dealing with ethical issues encountered in the transactions addressed by the program
  •  
  • 10:00 a.m. Practical Professionalism
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  • Definition of "professionalism;" civility v. advocacy; obligations of cooperation; drafting and negotiating documents; professionalism v. economic self-interest; integrity v. expediency; mentoring and pro bono service; and the production of fair and balanced documents
  •  
  • 11:00 a.m. Inter-Professional Relationships
  •  
  • Lead and local counsel relations; document reviews; local law issues; and negotiation of attorneys’ opinions
  •  
  • 12:00 noon Adjournment

Total 60-minute hours of instruction: 21, including two hours of ethics and professionalism

Suggested Prerequisite: Limited experience in legal practice in subject matter or completion of Basic CLE Course in subject matter

Educational Objective: Acquisition of knowledge and skills to develop proficiency as a practitioner; maintenance of professional competence as a practitioner; provision of information on recent legal developments; development of proficiency in performance of intricate and complex legal tasks within a narrow area

Level of Instruction: Advanced

Click Here for MCLE Credit Information

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Here's what registrants have said about this course:

This panel is the best I have experienced in many ALI-ABA seminars.

To a wo/man, the panel inspired complete confidence. It is an indication of the reputations of the ALI-ABA programs and the organizers that there were no weak members. Congratulations.

The program materials are a wonderful resource, and the inclusion of so many forms and checklists is terrific.

I am always impressed with the knowledge and ability of the faculty—it’s the best. John Hastie does a great job of summarizing the information when necessary and keeping presentations and discussions on track.

I enjoyed this course tremendously. It re-invigorated my attitude toward practicing law and thank you for that!

What I really appreciate about this course is the faculty. They are experts with very helpful information to share—practical and current. In addition, it is extremely helpful that the faculty does not assume people have a huge amount of knowledge and take the time to explain concepts in an appropriate level of detail.

Excellent course, excellent materials, excellent panel—lots of useful, practical information presented in an interesting fashion. Would not change a thing!

This was a great program for a young practitioner like myself. The faculty was very impressive and knowledgeable, and I enjoyed the dialogue format. There is nothing more boring than sitting through hours of lecture and I was impressed with the ability and preparation of the presenters.

This was an excellent course. The materials are the best materials that I have ever received at a CLE.

This was really an excellent program. And…the panel members were outstanding. I don’t practice in the area, and assumed the subject matter was boring (or that I would be bored). But I was not—and along the way I think I learned quite a bit, very painlessly. Seriously, this was one of the 2 best ALI-ABA and CLE programs I have ever attended.

This particular course enjoys a great reputation, and it definitely lived up to it!

This program further confirmed for me that the ALI-ABA programs stand head and shoulders above all other programs, especially for those of us who deal with properties across the country. This program is of the caliber that it is worth attending even if its location was in Gnaw Bone, Indiana (quite a scenic spot if you like trailer parks and camping tents). The combination of Messrs. Hastie and Weller as chairs is a fine one. They not only work well together to lead each session, but their contributions to the discussions are invaluable. The discussions among the presenters, along with their individual presentations, imparted considerable information that is relevant and of a level to assist even the more seasoned dirt lawyer. The addition of the provision of pounds and pounds of written materials (which include a multitude of forms) is an incredible enhancement to an already very valuable experience.

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