Modern Real Estate Transactions - Live In-Person, Webcast - July 25-28, 2007 - San Francisco, CA
Modern Real Estate Transactions - Featuring Real Estate Acquisition, Disposition, and Ownership
  • 39th Annual Advanced ALI-ABA Summer Course of Study
  • Wednesday-Saturday
  • July 25-28, 2007
  • JW Marriott Hotel (FKA Pan Pacific)
  • San Francisco, CA
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Available Online: | MP3 Audio Files | Coursebook

Free PodCast

Listen to "Bankruptcy Considerations" from the program Modern Real Estate Transactions originally presented July 26-29, 2006

What You Will Learn

This annual advanced course of study, comprising 20 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 commercial leasing and ground leases. 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.


Time is reserved throughout the program to respond to registrants’ written questions. A reception for faculty and registrants at the conclusion of the Wednesday program provides networking opportunities.

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Planning Chairs

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

Philip D. Weller, DLA Piper US LLP, Dallas

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


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Peter Aitelli, Morrison & Foerster LLP, San Francisco

John G. Cameron, Jr., Dickinson Wright PLLC, Grand Rapids, Michigan

Dena M. Cruz, Counsel-Strategic Accounts, First American Title Insurance Co., San Francisco

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

Michael D. Hamilton, DLA Piper US LLP, Los Angeles

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

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

K.C. McDaniel, K.C. McDaniel PLLC, New York

Kathryn Cochrane Murphy, Krokidas & Bluestein LLP, Boston

ALI-ABA Staff: Thomas M. Hennessey, Assistant Director, Office of Courses of Study

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Program Schedule

(Times listed are PACIFIC Time)


8:00 a.m. Registration and Continental Breakfast

9:00 a.m. Introduction and Course Overview

9:10 a.m. Letters of Intent

9:30 a.m. Purchase Contracts

10:30 a.m. Networking Break

10:45 a.m. Purchase Contracts (continued)

11:15 a.m. Construction Contracts

11:45 a.m. Operating Business Acquisitions

12:15 p.m. Management and Brokerage Contracts

12:30 p.m. Lunch Break

2:00 p.m. Title Insurance (2006 Policies)

2:30 p.m. Income Tax Ramifications of Acquisitions and Dispositions, including Like-Kind Exchanges

3:15 p.m. Networking Break

3:30 p.m. Joint Venture Arrangements, including Income Tax Treatment of Joint Venture Arrangements

4:30 p.m. Questions and Answers

4:45 p.m. Adjournment for the Day; Networking Reception for Faculty and Registrants



8:30 a.m. Continental Breakfast

9:00 a.m. Loan Applications and Commitments

9:30 a.m. Traditional Financing Documents

10:00 a.m. Construction Lending

10:30 a.m. Networking Break

10:45 a.m. Securitized Loans

11:30 a.m. Mezzanine Financing and Preferred Equity

12:15 p.m. Questions and Answers

12:30 p.m. Lunch Break

2:00 p.m. Special Purpose Entities

2:30 p.m. Lender’s Title Insurance, including Mezzanine Insurance and Mortgagee Policies

3:15 p.m. Networking Break

3:30 p.m. Operating Entity/Project Financing

4:00 p.m. Guaranties and Other Forms of Credit Enhancement

4:30 p.m. Questions and Answers

4:45 p.m. Adjournment for the Day


FRIDAY, JULY 27, 2007

8:30 a.m. Continental Breakfast

9:00 a.m. Leasing Overview (Office, Retail, Industrial Leases)

9:15 a.m. Basic Lease Provisions (Rent; Operating Expense pass-through/CAM; Maintenance responsibility; SNDA; Casualty Condemnation Insurance, including typical coverages)

10:45 a.m. Networking Break

11:00 a.m. Assignment and Subletting

11:30 a.m. Work Letters

12:15 p.m. Questions and Answers

12:30 p.m. Lunch Break

2:00 p.m. Options (Expansion, Contraction, Purchase, Rights of First Refusal, and First Offer)

2:45 p.m. Operating Covenants

3:15 p.m. Networking Break

3:30 p.m. Ground Leases

4:30 p.m. Questions and Answers

4:45 p.m. Adjournment for the Day



8:30 a.m. Continental Breakfast

Ethics and Professionalism

9:00 a.m. Overview

9:15 a.m. Representing Developers and Borrowing Entities in the Same Transaction

9:45 a.m. Selection and Use of Local Counsel in Multi-State Lending Transactions

10:15 a.m. Networking Break

10:30 a.m. Ethics Hypotheticals

12:00 noon Adjournment


Total 60-minute hours of instruction: 20, including 2.75 hours of ethics and professionalism; total 50-minute hours: 24, including 3.3 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 seminar was a wonderful opportunity to hear how some of the brightest and most experienced attorneys in the country think about and deal with real estate transactional issues. Several times throughout the presentation discussion was had of real life issues which have come up in my own practice.

I enjoyed the format of this course. Attendees would be hard pressed to find a more comprehensive program agenda. The panelists presented real world experiences and solutions to issues. The real estate practitioners that attend this course should see a noticeable change in the quality of work they produce.

I enjoyed the course very much, especially the fact that the vast majority of the presentations were not ‘lectures’ but rather a dialogue of colleagues who sometimes disagreed on the approach to the problem. I am looking forward to further ALI-ABA courses.

An excellent presentation. I like the format with several experts bringing many different points of view to help explain the parameters of the issues brought forth.

Best darn CLE I’ve ever attended.

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