Course1

Tax Planning for Real Estate, Part 1

$89.00

Tax issues in major real estate transactions – property development, long-term ownership, build-and-sell, like-kind exchanges – often drive the structures of these deals. If not properly considered, tax issues can also have a major adverse impact on the underlying economics of a deal.  The structure of a transaction can impact the timing and amount of gain, the treatment of losses (often very valuable to participants), and even the tax rate.  At every stage of a transaction, tax plays an important role.  This program will provide you with a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning, and advanced like-kind exchange issues.   Day 1: Choice of entity considerations – contributions, distributions, and eventual sales Acquiring property in a form to minimize taxes later Understanding allocation and distribution provisions – layered allocations, target/forced allocations, built-in-gain (or loss) allocations Understanding and drafting for continuing ownership, including capital shifts and other shifts in ownership Deductions arising from non-recourse debt and minimum gain chargebacks   Day 2: Advanced Like-Kind techniques for deferring gain on the disposition of property Techniques for using partnerships – mixing bowl partnerships, freeze partnerships, leveraged acquisition partnerships Installment sales and cross-purchase/redemption agreements Capital gain tax planning and the 3.8% tax on net investment income   Speakers: Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section.  He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements). Saba Ashraf is a partner in the Philadelphia office of Ballard Spahr, LLP and co-practice leader of the firm’s tax group. She advises clients worldwide on corporate and partnership taxation matters and has managed the tax aspects of a wide range of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. She handles the tax-related issues involved in mergers and acquisitions, joint ventures,  debt restructurings and loan workouts, and the tax aspects of REITs and investments in real estate.  She is past chair of the ABA Business Law Section’s Tax Committee.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/3/2023
    Presented
SEE MORE
Course1

Tax Planning for Real Estate, Part 1

$89.00

Tax issues in major real estate transactions – property development, long-term ownership, build-and-sell, like-kind exchanges – often drive the structures of these deals. If not properly considered, tax issues can also have a major adverse impact on the underlying economics of a deal.  The structure of a transaction can impact the timing and amount of gain, the treatment of losses (often very valuable to participants), and even the tax rate.  At every stage of a transaction, tax plays an important role.  This program will provide you with a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning, and advanced like-kind exchange issues.   Day 1: Choice of entity considerations – contributions, distributions, and eventual sales Acquiring property in a form to minimize taxes later Understanding allocation and distribution provisions – layered allocations, target/forced allocations, built-in-gain (or loss) allocations Understanding and drafting for continuing ownership, including capital shifts and other shifts in ownership Deductions arising from non-recourse debt and minimum gain chargebacks   Day 2: Advanced Like-Kind techniques for deferring gain on the disposition of property Techniques for using partnerships – mixing bowl partnerships, freeze partnerships, leveraged acquisition partnerships Installment sales and cross-purchase/redemption agreements Capital gain tax planning and the 3.8% tax on net investment income   Speakers: Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section.  He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements). Saba Ashraf is a partner in the Philadelphia office of Ballard Spahr, LLP and co-practice leader of the firm’s tax group. She advises clients worldwide on corporate and partnership taxation matters and has managed the tax aspects of a wide range of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. She handles the tax-related issues involved in mergers and acquisitions, joint ventures,  debt restructurings and loan workouts, and the tax aspects of REITs and investments in real estate.  She is past chair of the ABA Business Law Section’s Tax Committee.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/3/2023
    Presented
SEE MORE
Course1

Tax Planning for Real Estate, Part 2

$89.00

Tax issues in major real estate transactions – property development, long-term ownership, build-and-sell, like-kind exchanges – often drive the structures of these deals. If not properly considered, tax issues can also have a major adverse impact on the underlying economics of a deal.  The structure of a transaction can impact the timing and amount of gain, the treatment of losses (often very valuable to participants), and even the tax rate.  At every stage of a transaction, tax plays an important role.  This program will provide you with a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning, and advanced like-kind exchange issues.   Day 1: Choice of entity considerations – contributions, distributions, and eventual sales Acquiring property in a form to minimize taxes later Understanding allocation and distribution provisions – layered allocations, target/forced allocations, built-in-gain (or loss) allocations Understanding and drafting for continuing ownership, including capital shifts and other shifts in ownership Deductions arising from non-recourse debt and minimum gain chargebacks   Day 2: Advanced Like-Kind techniques for deferring gain on the disposition of property Techniques for using partnerships – mixing bowl partnerships, freeze partnerships, leveraged acquisition partnerships Installment sales and cross-purchase/redemption agreements Capital gain tax planning and the 3.8% tax on net investment income   Speakers: Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section.  He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements). Saba Ashraf is a partner in the Philadelphia office of Ballard Spahr, LLP and co-practice leader of the firm’s tax group. She advises clients worldwide on corporate and partnership taxation matters and has managed the tax aspects of a wide range of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. She handles the tax-related issues involved in mergers and acquisitions, joint ventures,  debt restructurings and loan workouts, and the tax aspects of REITs and investments in real estate.  She is past chair of the ABA Business Law Section’s Tax Committee.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/4/2023
    Presented
SEE MORE
Course1

Tax Planning for Real Estate, Part 2

$89.00

Tax issues in major real estate transactions – property development, long-term ownership, build-and-sell, like-kind exchanges – often drive the structures of these deals. If not properly considered, tax issues can also have a major adverse impact on the underlying economics of a deal.  The structure of a transaction can impact the timing and amount of gain, the treatment of losses (often very valuable to participants), and even the tax rate.  At every stage of a transaction, tax plays an important role.  This program will provide you with a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning, and advanced like-kind exchange issues.   Day 1: Choice of entity considerations – contributions, distributions, and eventual sales Acquiring property in a form to minimize taxes later Understanding allocation and distribution provisions – layered allocations, target/forced allocations, built-in-gain (or loss) allocations Understanding and drafting for continuing ownership, including capital shifts and other shifts in ownership Deductions arising from non-recourse debt and minimum gain chargebacks   Day 2: Advanced Like-Kind techniques for deferring gain on the disposition of property Techniques for using partnerships – mixing bowl partnerships, freeze partnerships, leveraged acquisition partnerships Installment sales and cross-purchase/redemption agreements Capital gain tax planning and the 3.8% tax on net investment income   Speakers: Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section.  He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements). Saba Ashraf is a partner in the Philadelphia office of Ballard Spahr, LLP and co-practice leader of the firm’s tax group. She advises clients worldwide on corporate and partnership taxation matters and has managed the tax aspects of a wide range of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. She handles the tax-related issues involved in mergers and acquisitions, joint ventures,  debt restructurings and loan workouts, and the tax aspects of REITs and investments in real estate.  She is past chair of the ABA Business Law Section’s Tax Committee.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/4/2023
    Presented
SEE MORE
Course1

Offices Leases: Current Trends & Most Highly Negotiated Provisions

$89.00

Leases for office space have their own logic, economics, and traps.  Next to customary issues of the allocation and payment of operating expenses, there are issues of building services, including access to high-speed data and telecommunication networks.  Many tenants are also motivated by energy efficiency and the environmental sustainability of their space.  If the space is occupied by medical or dental practice, the landlord needs to be concerned about waste disposal and other environmental issues.  Throughout an office lease there are traps for the unwary. This program will provide you a detailed guide to reviewing and drafting office leases, including building services, operating expenses, and expanding or contracting space.   Economics of office leases – and protecting landlord margins Building services – telecom and data bandwidth issues Operating expenses – taxes, insurance, fees and penalties Special issues for medical and dental practices Make-ups and give-backs – strategies for tenants and practical responses of landlords Assignment and subletting – consent of landlord, other issues Liability issues – insurance and indemnity, waiver of subrogation, waiver of right to sue   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.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/12/2023
    Presented
SEE MORE
Course1

Offices Leases: Current Trends & Most Highly Negotiated Provisions

$89.00

Leases for office space have their own logic, economics, and traps.  Next to customary issues of the allocation and payment of operating expenses, there are issues of building services, including access to high-speed data and telecommunication networks.  Many tenants are also motivated by energy efficiency and the environmental sustainability of their space.  If the space is occupied by medical or dental practice, the landlord needs to be concerned about waste disposal and other environmental issues.  Throughout an office lease there are traps for the unwary. This program will provide you a detailed guide to reviewing and drafting office leases, including building services, operating expenses, and expanding or contracting space.   Economics of office leases – and protecting landlord margins Building services – telecom and data bandwidth issues Operating expenses – taxes, insurance, fees and penalties Special issues for medical and dental practices Make-ups and give-backs – strategies for tenants and practical responses of landlords Assignment and subletting – consent of landlord, other issues Liability issues – insurance and indemnity, waiver of subrogation, waiver of right to sue   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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/12/2023
    Presented
SEE MORE
Course1

Tax Planning for Real Estate, Part 1

$89.00

  Tax issues in major real estate transactions – property development, long-term ownership, build-and-sell, like-kind exchanges – often drive the structures of these deals. If not properly considered, tax issues can also have a major adverse impact on the underlying economics of a deal.  The structure of a transaction can impact the timing and amount of gain, the treatment of losses (often very valuable to participants), and even the tax rate.  At every stage of a transaction, tax plays an important role.  This program will provide you with a practical guide to major tax planning issues in real estate deals, including choice of entity, capital gains and distribution planning, and advanced like-kind exchange issues.   Day 1: Choice of entity considerations – contributions, distributions, and eventual sales Acquiring property in a form to minimize taxes later Understanding allocation and distribution provisions – layered allocations, target/forced allocations, built-in-gain (or loss) allocations Understanding and drafting for continuing ownership, including capital shifts and other shifts in ownership Deductions arising from non-recourse debt and minimum gain chargebacks   Day 2: Advanced Like-Kind techniques for deferring gain on the disposition of property Techniques for using partnerships – mixing bowl partnerships, freeze partnerships, leveraged acquisition partnerships Installment sales and cross-purchase/redemption agreements Capital gain tax planning and the 3.8% tax on net investment income   Speakers: Leon Andrew Immerman is a partner in the Atlanta office of Alston & Bird, LLP, where he concentrates on federal income tax matters, including domestic and international tax planning and transactional work for joint ventures, partnerships, limited liability companies and corporations. He formerly served as chair of the Committee on Taxation of the ABA Business Law Section and as chair of the Partnership and LLC Committee of the State Bar of Georgia Business Law Section.  He is also co-author of “Georgia Limited Liability Company Forms and Practice Manual” (2d ed. 1999, and annual supplements).  Mr. Immerman received his B.A., magna cum laude, from Carleton College, his M.A. from the University of Minnesota, and another M.A. and his Ph.D. from Princeton University, and his J.D. from Yale Law School.   Saba Ashraf is a partner in the Philadelphia office of Ballard Spahr, LLP and co-practice leader of the firm’s tax group. She advises clients worldwide on corporate and partnership taxation matters and has managed the tax aspects of a wide range of complex business transactions, including coordination with internal and external non-tax counsel and financial advisers. She handles the tax-related issues involved in mergers and acquisitions, joint ventures,  debt restructurings and loan workouts, and the tax aspects of REITs and investments in real estate.  She is past chair of the ABA Business Law Section’s Tax Committee.  Ms. Ashraf earned her B.S., cum laude, from New York University, her J.D. from Hofstra University School of Law, and her LL.M. in tax from New York University School of Law.    

  • MP3 Download
    Format
  • 60
    Minutes
  • 10/13/2023
    Avail. Until
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Course1

LIVE REPLAY: 1031 Like-Kind Exchanges in Trust and Estate Planning

$89.00

For clients with significant real estate portfolios in their estates, Section 1031 like-kind exchanges can be a very effective tool for deferring gain. Recent tax legislation has scrambled familiar tax, economic, and practical considerations for making a like-kind exchange, in some circumstances making these techniques more attractive than before, but in others (incoming producing property) less attractive.  There are also substantial real estate law traps in like-kind exchanges.  This program will provide you with a practitioner’s guide to using new like-kind exchange rules in trust and estate planning.    Trust and estate planning opportunities using Section 1031 like-kind exchanges How the 2017 tax law changed conventional considerations of using like-kind exchanges Review of major non-estate tax issues for estate planners when using like-kind exchanges Circumstances when it no long makes sense to use like-kind exchanges for income-producing party Real estate traps when using like-kind exchanges in trust planning   Speakers: 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. Susan Wheatley is a partner in the Cincinnati office of Taft Stettinius & Hollister LLP and chair of its trust and estate planning practice. Her practice focuses on advising clients on their estate and business succession planning.  She also advises clients about sophisticated charitable and gifting giving strategies. She is a Fellow of the American College of Trust and Estate Counsel and an adjunct professor of law at the University of Cincinnati College of Law.  Ms.Wheatley earned her B.A. at Yale University and her J.D. from Northwestern University School of Law.

  • Teleseminar
    Format
  • 60
    Minutes
  • 10/18/2023
    Presented
SEE MORE
Course1

LIVE REPLAY: 1031 Like-Kind Exchanges in Trust and Estate Planning

$89.00

For clients with significant real estate portfolios in their estates, Section 1031 like-kind exchanges can be a very effective tool for deferring gain. Recent tax legislation has scrambled familiar tax, economic, and practical considerations for making a like-kind exchange, in some circumstances making these techniques more attractive than before, but in others (incoming producing property) less attractive.  There are also substantial real estate law traps in like-kind exchanges.  This program will provide you with a practitioner’s guide to using new like-kind exchange rules in trust and estate planning.    Trust and estate planning opportunities using Section 1031 like-kind exchanges How the 2017 tax law changed conventional considerations of using like-kind exchanges Review of major non-estate tax issues for estate planners when using like-kind exchanges Circumstances when it no long makes sense to use like-kind exchanges for income-producing party Real estate traps when using like-kind exchanges in trust planning   Speakers: 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. Susan Wheatley is a partner in the Cincinnati office of Taft Stettinius & Hollister LLP and chair of its trust and estate planning practice. Her practice focuses on advising clients on their estate and business succession planning.  She also advises clients about sophisticated charitable and gifting giving strategies. She is a Fellow of the American College of Trust and Estate Counsel and an adjunct professor of law at the University of Cincinnati College of Law.  Ms.Wheatley earned her B.A. at Yale University and her J.D. from Northwestern University School of Law.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 10/18/2023
    Presented
SEE MORE
Course1

LIVE REPLAY: Drafting Guarantees in Real Estate Transactions

$89.00

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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/6/2023
    Presented
SEE MORE
Course1

LIVE REPLAY: Drafting Guarantees in Real Estate Transactions

$89.00

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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/6/2023
    Presented
SEE MORE
Course1

Environmental Liability in Commercial Real Estate Transactions

$89.00

Environmental liability is one the biggest risks in acquiring and/or developing commercial real estate. When environmental risk is not accurately assessed, allocated and/or hedged, the parties to the deal are exposed to very substantial financial liability and the fundamental economics of the deal are jeopardized.  This program will provide you a practical guide to developments in environmental diligence in real estate deals, allocating or hedging the risk, and post-closing concerns.    Sources of environmental liability under federal law Assessing risk: Estimating liabilities and incorporating findings into deal documents Developments in affirmative defenses Contractual allocation of liability Uses of environmental insurance Post-closing 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. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/7/2023
    Presented
SEE MORE
Course1

Environmental Liability in Commercial Real Estate Transactions

$89.00

Environmental liability is one the biggest risks in acquiring and/or developing commercial real estate. When environmental risk is not accurately assessed, allocated and/or hedged, the parties to the deal are exposed to very substantial financial liability and the fundamental economics of the deal are jeopardized.  This program will provide you a practical guide to developments in environmental diligence in real estate deals, allocating or hedging the risk, and post-closing concerns.    Sources of environmental liability under federal law Assessing risk: Estimating liabilities and incorporating findings into deal documents Developments in affirmative defenses Contractual allocation of liability Uses of environmental insurance Post-closing 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. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/7/2023
    Presented
SEE MORE
Course1

Structuring Minority Ownership Stakes in Companies

$89.00

Taking a minority ownership stake in a closely held company is a common occurrence. An investor may have taken a minority stake to fund growth in the business or someone may have provided essential, non-cash services – technical expertise, sales skill, management expertise – in exchange for equity. But there are substantial drawbacks with minority stakes. The minority stake holder may have limited access to information to the business and little or no control or influence over the ultimate success of the business.  The majority stake holder(s) may also seek to force out minority stake holders. This program will provide you with a real-world guide to structuring minority stake investments in anticipation of the majority stake owner eventually forcing the buyout of minority stake owners. Structuring minority stake ownership for eventual buyout by the majority stake owner How to avoid undue dispute and litigation through planning Framework of law protecting minority stake owners Equitable structuring of minority stake governance, information, and other rights Differences between passive minority-stake owner and those who actively participate in the business Valuation and buyout finance issues for majority stake owners Liquidity rights for minority stake owners Counseling techniques to help avoid open dispute among owners Speaker: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 11/15/2023
    Presented
SEE MORE
Course1

Structuring Minority Ownership Stakes in Companies

$89.00

Taking a minority ownership stake in a closely held company is a common occurrence. An investor may have taken a minority stake to fund growth in the business or someone may have provided essential, non-cash services – technical expertise, sales skill, management expertise – in exchange for equity. But there are substantial drawbacks with minority stakes. The minority stake holder may have limited access to information to the business and little or no control or influence over the ultimate success of the business.  The majority stake holder(s) may also seek to force out minority stake holders. This program will provide you with a real-world guide to structuring minority stake investments in anticipation of the majority stake owner eventually forcing the buyout of minority stake owners. Structuring minority stake ownership for eventual buyout by the majority stake owner How to avoid undue dispute and litigation through planning Framework of law protecting minority stake owners Equitable structuring of minority stake governance, information, and other rights Differences between passive minority-stake owner and those who actively participate in the business Valuation and buyout finance issues for majority stake owners Liquidity rights for minority stake owners Counseling techniques to help avoid open dispute among owners Speaker: Frank Ciatto is a partner in the Washington, D.C. office of Venable, LLP, where he has 20 years’ experience advising clients on mergers and acquisitions, limited liability companies, tax and accounting issues, and corporate finance transactions.  He is a leader of his firm’s private equity and hedge fund groups and a member of the Mergers & Acquisitions Subcommittee of the ABA Business Law Section.  He is a Certified Public Accountant and earlier in his career worked at what is now PricewaterhouseCoopers in New York.   Molly Merritts is an attorney in the Washington, D.C. office of Venable, LLP, where she focuses her practice on a wide range of corporate law matters, including mergers and acquisitions, debt and equity financing, and real estate investment trusts. She also advises clients on corporate governance matters, transactional and commercial contract negotiations, and corporate reorganizations.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 11/15/2023
    Presented
SEE MORE
Course1

Environmental Liability in Commercial Real Estate Transactions

$89.00

Environmental liability is one the biggest risks in acquiring and/or developing commercial real estate. When environmental risk is not accurately assessed, allocated and/or hedged, the parties to the deal are exposed to very substantial financial liability and the fundamental economics of the deal are jeopardized.  This program will provide you a practical guide to developments in environmental diligence in real estate deals, allocating or hedging the risk, and post-closing concerns.    Sources of environmental liability under federal law Assessing risk: Estimating liabilities and incorporating findings into deal documents Developments in affirmative defenses Contractual allocation of liability Uses of environmental insurance Post-closing 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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 11/19/2023
    Avail. Until
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Course1

LIVE REPLAY: Mother Nature & Leases: Drafting Issues to Protect Against Storm & Other Damage

$89.00

As extreme weather becomes more common, landlords and tenants are spending more time with overlooked lease provisions on weather-related damage.  When a weather or other “Act of God” event occurs, the tenants often have a wider array of remedies, including sometimes termination of the lease, and landlord’s see their risk (and thereby their costs) increase substantially.  As the probability of these events become less than trivial, it’s important reassess whether “boiler-plate” provisions still make economic and risk-management sense. This program will provide you with a real-world guide to drafting and reviewing weather-related and other force majeure provisions in commercial leases.   Intricacies of force majeure clauses in leases Termination rights – triggers for landlords and tenants Economic concessions – rent abatement and other financial considerations Duty of landlord to restore, rights of tenant to access property & construction issues Practical, timely and cost-effective assertion of rights   Speaker: 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.

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/4/2023
    Presented
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Course1

LIVE REPLAY: Mother Nature & Leases: Drafting Issues to Protect Against Storm & Other Damage

$89.00

As extreme weather becomes more common, landlords and tenants are spending more time with overlooked lease provisions on weather-related damage.  When a weather or other “Act of God” event occurs, the tenants often have a wider array of remedies, including sometimes termination of the lease, and landlord’s see their risk (and thereby their costs) increase substantially.  As the probability of these events become less than trivial, it’s important reassess whether “boiler-plate” provisions still make economic and risk-management sense. This program will provide you with a real-world guide to drafting and reviewing weather-related and other force majeure provisions in commercial leases.   Intricacies of force majeure clauses in leases Termination rights – triggers for landlords and tenants Economic concessions – rent abatement and other financial considerations Duty of landlord to restore, rights of tenant to access property & construction issues Practical, timely and cost-effective assertion of rights   Speaker: 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.

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/4/2023
    Presented
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Letters of Intent in Real Estate Transactions

$89.00

Letters of intent in real estate transactions – buying/selling property and leasing – are essential in helping the parties frame areas of agreement, identify areas for further negotiation, and establish a timeline for completing the deal. These letters can also be cost-effective in determining whether the parties can reach agreement on major terms before definitive agreements are drafted.  But there are substantial drawbacks. One party may use the letter to shop the transaction to third parties, using the offer as a stalking horse.  In some instances, too, the letter itself may be so detailed that it becomes enforceable. This program will provide you with a practical guide to drafting letters of intent in commercial real estate acquisition and sales, and leasing transactions.   Defining timeframes for negotiations/operative agreements & expiration of letter Core economic terms – purchase price and holdbacks, lease payments, escalator clauses Deposits – hard money v. soft money – and escrow instructions Identifying the property subject to acquisition or lease Other major terms – use, exclusivity, environmental issues, etc. Confidentiality and non-marketing provisions   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.  

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/12/2023
    Presented
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Course1

Letters of Intent in Real Estate Transactions

$89.00

Letters of intent in real estate transactions – buying/selling property and leasing – are essential in helping the parties frame areas of agreement, identify areas for further negotiation, and establish a timeline for completing the deal. These letters can also be cost-effective in determining whether the parties can reach agreement on major terms before definitive agreements are drafted.  But there are substantial drawbacks. One party may use the letter to shop the transaction to third parties, using the offer as a stalking horse.  In some instances, too, the letter itself may be so detailed that it becomes enforceable. This program will provide you with a practical guide to drafting letters of intent in commercial real estate acquisition and sales, and leasing transactions.   Defining timeframes for negotiations/operative agreements & expiration of letter Core economic terms – purchase price and holdbacks, lease payments, escalator clauses Deposits – hard money v. soft money – and escrow instructions Identifying the property subject to acquisition or lease Other major terms – use, exclusivity, environmental issues, etc. Confidentiality and non-marketing provisions   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.  

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/12/2023
    Presented
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Course1

Drafting Property Management Agreements

$89.00

Commercial real estate as a recurring source of income is only as good as it is managed.  Well managed properties not only provide stable income but also hold their underlying value.  Management of commercial real estate is mostly outsourced to third parties. Management agreements vary widely according to the type of property managed – official, retail, multi-family, etc.  This program will provide you with a practical guide to the types of property management agreements, varying fee arrangements, defining the scope of a manager’s duties, rent collection and operational controls, allocating risk and liability, and much more.   Property management agreements for office and multi-family properties Defining scope of manager’s duties and responsibilities Understanding management fee alternatives Collection of rent and handling of funds Insurance, liability and indemnity issues for manager and property owner Operating decisions, controls, termination, and sale of property   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. 

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/15/2023
    Presented
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Course1

Drafting Property Management Agreements

$89.00

Commercial real estate as a recurring source of income is only as good as it is managed.  Well managed properties not only provide stable income but also hold their underlying value.  Management of commercial real estate is mostly outsourced to third parties. Management agreements vary widely according to the type of property managed – official, retail, multi-family, etc.  This program will provide you with a practical guide to the types of property management agreements, varying fee arrangements, defining the scope of a manager’s duties, rent collection and operational controls, allocating risk and liability, and much more.   Property management agreements for office and multi-family properties Defining scope of manager’s duties and responsibilities Understanding management fee alternatives Collection of rent and handling of funds Insurance, liability and indemnity issues for manager and property owner Operating decisions, controls, termination, and sale of property   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. 

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/15/2023
    Presented
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Course1

Letters of Intent in Real Estate Transactions

$89.00

Letters of intent in real estate transactions – buying/selling property and leasing – are essential in helping the parties frame areas of agreement, identify areas for further negotiation, and establish a timeline for completing the deal. These letters can also be cost-effective in determining whether the parties can reach agreement on major terms before definitive agreements are drafted.  But there are substantial drawbacks. One party may use the letter to shop the transaction to third parties, using the offer as a stalking horse.  In some instances, too, the letter itself may be so detailed that it becomes enforceable. This program will provide you with a practical guide to drafting letters of intent in commercial real estate acquisition and sales, and leasing transactions.   Defining timeframes for negotiations/operative agreements & expiration of letter Core economic terms – purchase price and holdbacks, lease payments, escalator clauses Deposits – hard money v. soft money – and escrow instructions Identifying the property subject to acquisition or lease Other major terms – use, exclusivity, environmental issues, etc. Confidentiality and non-marketing provisions   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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 12/16/2023
    Avail. Until
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Course1

Post-Closing Issues in Real Estate

$89.00

To Be Determined

  • Teleseminar
    Format
  • 60
    Minutes
  • 12/20/2023
    Presented
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Course1

Post-Closing Issues in Real Estate

$89.00

To Be Determined

  • Audio Webcast
    Format
  • 60
    Minutes
  • 12/20/2023
    Presented
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Course1

Health Care Issues in Estate Planning

$89.00

Trust and estate planning for health care involves counseling clients about what are often the most difficult decisions in their life or lives of loved ones. There are issues of making life-and-death health care decisions many years in advance of when those decisions will be needed. There are equally delicate decisions about the appointment of trustees or conservators.  Planning for long-term care – and how to fund that care – is often the biggest challenge for most clients.  If clients are not carefully counseled about their choices and their decisions not carefully reflected in trust and estate documents, their most important goals will be unfulfilled.  This program will provide you with a practical guide to the most important health care issues in trust and estate planning.   Counseling clients about planning for health care decision-making Tension between health care providers & trustees: Areas of competence, conflict, and cooperation Drafting advance health care directives & revocable trusts Defining objective health care “triggers” in documentation Key issues in appointing trustees, guardians & conservators Availability & financing of home health care & institutional care   Speakers: Michael Sneeringer a partner in the Naples, Florida office of Porter Wright Morris & Arthur LLP, where his practice focuses on trust and estate planning, probate administration, asset protection planning, and tax law. He has served as vice chair of the asset protection planning committee of the ABA’s Real Property, Trust and Estate Section and is an official reporter of the Heckerling Institute.  Mr. Sneeringer received his B.A. from Washington & Jefferson College, his J.D., cum laude, St. Thomas University School of Law, and his LL.M. from the University of Miami School of Law. Missia H. Vaselaney is a partner in the Cleveland office of Taft, Stettinius & Hollister, LLP, where her practice focuses on estate planning for individuals and businesses.  She also represents clients before federal and state taxing authorities.  Ms. Vaselaney is a member of the American Institute of Certified Public Accountants and has been a member of the Steering Committee for AICPA’s National Advanced Estate Planning Conference since 2001.  Ms. Vaselaney received her B.A. from the University of Dayton and her J.D. from the Cleveland-Marshall College of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 1/18/2024
    Avail. Until
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Course1

Real Estate Finance: Trends and Best Practices, Part 1

$89.00

This program will provide you with a guide to real estate finance. It will cover the practical aspects of structuring debt, equity, and mezzanine finance.  Major issues and traps in negotiating first mortgages, including personal guarantees and carve-outs, will be discussed in detail. The program will also cover credit enhancement, leasehold finance, and how financing alternatives have changed in a stronger market. This program will provide you with a real-world guide to major issues in negotiating and drafting real estate finance agreements.   Day 1: Major issues of negotiating first mortgages Loan application and bank commitments Role of personal guarantees and negotiating non-recourse carve-outs with lenders Defeasance and prepayment premiums   Day 2: Structuring equity in real estate deals Mezzanine financing and drafting issues Leasehold finance Credit enhancement instruments Single purpose entities for finance purposes   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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 2/15/2024
    Avail. Until
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Course1

Real Estate Finance: Trends and Best Practices, Part 2

$89.00

This program will provide you with a guide to real estate finance. It will cover the practical aspects of structuring debt, equity, and mezzanine finance.  Major issues and traps in negotiating first mortgages, including personal guarantees and carve-outs, will be discussed in detail. The program will also cover credit enhancement, leasehold finance, and how financing alternatives have changed in a stronger market. This program will provide you with a real-world guide to major issues in negotiating and drafting real estate finance agreements.   Day 1: Major issues of negotiating first mortgages Loan application and bank commitments Role of personal guarantees and negotiating non-recourse carve-outs with lenders Defeasance and prepayment premiums   Day 2: Structuring equity in real estate deals Mezzanine financing and drafting issues Leasehold finance Credit enhancement instruments Single purpose entities for finance purposes   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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 2/16/2024
    Avail. Until
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Indemnification & Hold Harmless Agreements in Real Estate Transactions

$89.00

Indemnification and hold harmless agreements are part of virtually every real estate transition.  These agreements protect parties against financial loss or other liability arising from the occurrence of certain events. Indemnification is often backed by insurance policies. The interaction between indemnification provisions – scope, triggering events, assertion of claims and payment – and funding sources is typically very complex.  This program will provide you with a real-world guide to indemnification and insurance in real estate development, ownership, and leasing.   Forms of indemnification in real estate Scope of indemnity, triggering events or discoveries, ensuring payment of claims Utilizing insurance policies to guarantee and fund indemnification claims Types and roles of various forms of insurance – casualty, business/rent interruption, CGL Important differences among named insureds and additional insureds Drafting interaction of co-insurance, valuation, and agreed value endorsements   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.

  • MP3 Download
    Format
  • 60
    Minutes
  • 3/8/2024
    Avail. Until
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Drafting Subleases & Assignments in Commercial Real Estate, Part 1

$89.00

Subleasing and assignments are essential instruments for tenants to reduce the size and cost of their space as their needs change. Landlords (and their lenders) often disfavor subleases and assignments because they might lose control of who occupies the space. Subleases come in a variety of forms, all of which need to conform to the provisions of the master lease. Because of this, subleases can quickly become wildly complex, and have the potential to give rise to multiple levels of friction and possibly litigation. This program will provide you with a practical guide to the types of subleases and assignments, key issues for landlords, tenants, and subtenants, and drafting tips   Day 1: Subleasing v. assignments – when is each used or allowed? Types of subleases – no reference to master leases, reference by incorporation, custom subleases Standards of “reasonableness” in obtaining landlord consent to assignment or sublease Identifying and mitigating risks to tenants and subtenants in subleasing Landlord and lender concerns in subleases and methods to address   Day 2: Space recapture, profit sharing, and other landlord remedies Restrictions on use in subleases and subtenant risks Non-disturbance agreements with landlord and lender Subtenant remedies when tenant defaults on master lease Most important provisions of lease assignments   Speaker: Michael P. Williams is a partner in the Denver, Colorado office of Senn Visciano Canges, P.C., where he has extensive experience in commercial leasing and tenant relations, acquisition and disposition of office, industrial, retail and multi-family properties, representing real estate professionals in disputes before their boards or in litigation, and advising homeowner associations.  He also assists lenders in pre-foreclosure workouts, foreclosures, loan modifications and servicing REO property needs.  He is a member of the banking law subcommittee of the ABA’s Business Law Section.  Mr. Williams received his B.A. from Colorado State University and his J.D. from the University of Denver College of Law.

  • MP3 Download
    Format
  • 60
    Minutes
  • 3/29/2024
    Avail. Until
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