CLE Seminar
Materials
1995
Back to Main CLE Index
Real Property Programs - 6th Annual Spring CLE & Committee Meeting, Lake
Buena Vista, Florida - May 18-19, 1995
Real Property Programs - Volume I
The Bombs in Leasing and How to Diffuse Them
a. When Disaster Strikes (Trying to Make Sense of the Destruction Clause When It Really
Happens)
- The Need to Respond to Casualties
- Clauses That are Affected by Casualties
- The "No Fault" Approach
- Summary
b. Time Bombs in Leases
c. Surrender Obligations at the End of a Lease Term
- Common Law Rule
- Lease Provisions on Surrender
- Obligation to Remove Improvements
- Right to Remove Trade Fixtures
- Stipulations in Lease
- Lease Construction
- Damages
d. Unwrapping Escalation Clauses: An Analysis of the Meaning of Lease Clauses That Can
Substantially Increase Rental Payments
- Remediation--Landlord or Tenant? An Analysis of Recent
Case Law
- Shifting the Risk of CERCLA Liabilities
1. The Source and Nature of Liability
2. CERCLA Indemnification
3. Construing Indemnification Agreements
4. Conclusion
- Excerpt from "Navigating the Dangerous Shoals of a Commercial Lease
1. Taxes
- Rent Escalation Based on Allocation to Tenants of Landlord's Barrier Removal Expenses
Incurred in Complying with the Americans with Disabilities Act of 1990 ("ADA")
- Operating Expense Provisions in Commercial Leases
1. Introduction
2. Analysis of Basic Components of Operating Expense Clauses
- How Can I Use It? Use and Exclusive Clauses and Remedies for Breach
1. How Can I Use it?
2. Use and Exclusive Restrictions
- Drafting Considerations
- Governmental Regulations Citation List for Paragraph B
3. Lease Use Restrictions Using Solely or Only and Primarily or Principally and
Bankruptcy Implications on Lease Use Restrictions
- Introduction
- Solely; Only or for No Other Purpose Lease Restrictions
- Primary, or Principally Lease Restrictions
- Drafting Tips
- Bankruptcy Implications
- Conclusion
4. Tenants' Remedies for Landlords' Breach of Exclusive Uses Granted to Tenants
- Lease Provision
- Damages
- Constructive Eviction
- Injunctive Relief
5. Enforceability of Use and Exclusive Clauses
- Pools, Tranches and REITS - What a Dirt Lawyer Should Know When the Money Comes from
Wall Street?
- How Did we Survive Until '95?
1. Did We Survive Until '95? An Overview of What Deals are active in our 1995 Market
2. Developing a 24-Hour City: Sports Arenas and Other Downtown Nighttime Destinations
- Introduction
- 9:00 - 5:00 - The Problem
- Unsuccessful Fixes
- Fallout Effect
- 5:00 - 11:00 - Solutions
- Drawing Factors
- Revitalization Attempts
- Legal Issues
- The Future
- Conclusion
3. Utility-Owned Real Estate Companies--Withdrawal from the Market
- Background
- Today's Market
4. Low Income Housing Tax Credits
- Generally
- Allocation Process to Point of Application
- Application
- Compliance with Section 42 of the I.R.S. Code
- Investment Vehicles
- Typical Time Line
- Investor/Lender Concerns
- Authority to Purchase Credits
- Rewards
- Non-Profit Involvement
- 1993 Changes
5. Purchase and Finance of Commercial Real Estate and Outsourcing Real Estate Work
- Background
- Differences in Today's Market
- Nature of Corporate Real Estate Work Has Changed: Much more sophisticated than 20
years ago
- Possibility of Outsourcing real estate legal work and what the in-house organization
will be looking for from Outside Attorneys
e. Project Finance
1. Project Financing for the Real Estate Lawyer
- Definition
- Documentation
- Other Construction Contract Highlights
- Financing Documents
- Other Documents
- Selected Bibliography
2. Project Financing: Selected Federal Income Tax Considerations in Structuring
Leveraged Lease Transactions
- Introduction
- Principal Steps in a Classic Leverage Lease Transaction
- IRS Advance Ruling Guidelines; Major Principles
- The "Property" or Unit
- Residual Value and Credit Considerations; Structuring Techniques
- Additional Project Financing Issues and Planning Techniques
3. Tax Considerations in Cross Border Project Financing for U.S. Project Developers
- Introduction
- Tax Objectives in Cross Border Projects Financing
- Sample Transaction Structure
- Initial Structuring Issues
- Deferral of U.S. Income Taxes
- Withholding Taxes
- Entity Level Taxes
4. Role of Multilateral and Bilateral Institutions in Project Finance Transactions
- International Bank for Reconstruction and Development
- International Finance Corporation
- Export-import Bank of the United States
- Overseas Private Investment Corporation
- Conclusion
5. Fundamentals of Project Financing from the Lender's Perspective
- Project Participants
- The Critical Role of Third Parties
- Project Financing Structure
- Project Financing Documentation
- Real Estate Related Issues
- Project Finance Risk Analysis
- Bibliography
f. What you need to know about lead based paint, radon, asbestos, and electromagnetic
fields in Real Estate Transactions: The Latest Lowdown
1. The Federal Residential Lead-Based Paint Hazard Reduction Act of 1992 (Title X): An
Update
- Legislation: Title X, P.L. 102-550, 106 Stat. 3897 et seq.
- Lead-Based Paint Pamphlet
- Lead-Based Paint Regulation
- FHA Loan Transactions: Lead-Based Paint Notice
- Attachments
- Disclaimer
2. What you need to know about lead-based paint, radon, asbestos, and electromagnetic
fields in real estate transactions
3. EMF & ELF Fact Sheet
- What is EMF?
- Fields and Electromagnetic Spectrum
- Effects of Radiation, EMF and ELF
- Manmade Sources of EMF
- Commercial Use of Electricity
- Intensity and Shielding of Fields
- Research Studies
g. Real Estate Problem Loan Strategies--A Case Study of Workout and Bankruptcy
Alternatives
1. Elm City Shopping Center: A Case Study
- Introduction to Case Study
- Case Study
- Lender Liability Claims by Borrower
- Pending Litigation
- Threatened Bankruptcy
- Offers of Settlement
- Possible Solutions
2. Issues Outline for Workout Discussions
- Pre-Bankruptcy Workout Terms
- Variations on Lock-up Agreements
- Avoidance of Multiple Filing Problems
- Leases and Executory Contracts
h. Bringing the Interest Together: Applying Alternative Dispute Resolution to Land Use
Disputes
1. Applying ADR to Land Use Disputes
Real Property Programs - 6th Annual Spring CLE & Committee Meeting, Lake Buena
Vista, Florida - May 18-19, 1995
Real Property Programs - Volume II
Back to Basics with a Vegas Twist: A Refresher on Conventional Mortgage Financing
Documentation and Multi-Lender Issues with an Introduction to Real Estate Lending Issues
Particular to the Gaming Industry
a. Fun and Games: Casino Loans and Indian Tribes
- Introduction
- Recent Expansion of Gaming Activities
- Regulation and Licensing
- Loans in Indian Country
- Gaming and Tribes
- Indian Gaming Regulatory Act
- Endnotes
b. Co-Lending for Real Estate
- Why Co-Lending?
- The Range of Co-Lending Structures
- Regulatory Considerations
- Choosing Among Co-Lending Alternatives
- Structural or Design Issues in Co-Lending
- Conclusion
c. Real Estate Lending Developments: Limited Liability Companies and Interest Rate Swaps
- Introduction
- Considerations in Lending to Limited Liability Companies
- Interest Rate Swaps in Secured Real Estate Transactions
d. Real Estate Loan Documentation: The Basics Revisited
- Introduction
- Loan Commitments
- Loan Documentation Issues
- Conclusion
e. Commercial Real Estate Financing: Legal Due Diligence from the Lender's Perspective
- Purpose and Scope of Due Diligence
- Facts Relating to Borrower and Guarantors
- Facts Relating to the Location of the Property
- Facts Relating to the Property
- Leasehold Mortgage Financing
- Lease Reviews when lending to a Landlord
- Conclusion
f. Third-Party Credit Enhancement
- Introduction
- Letters of Credit
- Guarantees
- Non-Recourse Carve-Outs
- Conclusion
Current Legal Issues Facing the Citrus Industry
a. Land Development/Property Rights Issues Facing the Citrus Industry
- Introduction
- Growth Management Issues
- Other Issues Affecting Property Rights and the Ability to Convert Agricultural Lands
to Urban Ones
b. Current Agricultural Environmental Issues
- Regulation of Surface and Ground Water
- Regulation of Air Pollution
- Regulation of Wetlands
c. Major Tax Rules & Current IRS Exam Issues Facing the Citrus Industry
d. The Regulated Florida Citrus Industry: Governmental Policy Trends Impacting Florida
Department of Citrus Programs
Real Estate Goes to the Capital Markets
a. Real Estate Goes to the Capital Markets: Real Estate in Today's Financial
Environmental
- Overview of Today's Market
- Trends in Strategic Real Estate Mergers
- REIT Challenge - Market Perception
- The Investment Banker's View
- REIT Mergers
- Managing Information
- Commercial Mortgage Backed Securities
- The Sale and Leaseback
- A Statistical Summary
Wetlands/Working with Conservation Organizations: Focus on Disney Wilderness Preserve
Florida
Asset Disposition Issues as RTC Approaches Sunset, Is There an Alternate to Title
Insurance?
Law Office Without Walls; Law Practice without Boundaries
a. U.P.L.: An Overview of Historical and Contemporary Approaches
- What is the Unlicensed Practice of Law ("UPL")?
- History of UPL Regulation
- Current Approaches to UPL Regulation
- Exemptions from UPL
b. Overview of Ethical/Malpractice Issues
- Introduction
- The Duty to Refer; Competent Referrals
- Who is the Client?
- "The Clean" Referral
- Co-Counseling -- Vicarious Liability
- Fee-Sharing Computations
- Monitoring by Referring Firm
- Summary
c. Some Considerations Beyond Your Firm's Walls
- Co-Counseling
- Referrals
- Practicing in Foreign Jurisdictions
d. Online Services: Opportunities and Considerations as They Apply to Professional
Conduct and Ethical Standards in the Legal Community
- Legal Research and Resources
- Building Your Practice
- Electronic Communications
- The Law of Cyberspace
- See You Online!
e. Law Firm Affiliations, Referrals and Co-Counseling
- Types of Law Firm Relationships
- The ABA Position
- Case Law
Committee Meeting
a. Third Party Legal Opinions in Real Estate Transactions: A Clearer Path
- Background
- The Accord and How It Works
- Adaptation of the Accord to Real Estate Secured Transactions
- The Real Estate Report and How it Works
- Going Beyond the Real Estate Report
Real Property Joint Programs - 6th Annual Spring CLE & Committee Meeting, Lake
Buena Vista, Florida - May 18-19, 1995
Joint Programs
Fundamentals of Limited Liability Companies and Limited Liability Partnerships
a. Limited Liability Companies: Gaining Momentum
- Origins: The Limitada Model
- Federal Income Tax Classification
- Partnership Taxation Advantages
- Multi-State LLC Operations
- State Operating Provisions and Choice of Entity
b. Memorandum
- Management Authority
- Self-Employment Tax Implications
- Partnership Tax Classification
Part III. Administrative, Procedural, and Miscellaneous
List of Countries Requiring Cooperation with an International Boycott
Limited Liability Companies and Limited Liability Partnerships: Operations and Drafting
after Rev. Proc. 95-10
a. Introduction
b. History and Status
c. Tax Treatment of LLC, LLPs and Their Owners
d. Selected Business Issues
e. Professionals
f. Ethical Responsibilities and Legal Liability in Representing LLCs and Other
Unincorporated Business Organizations
g Conclusion
Advanced Limited Liability Company Program
a. The Limited Liability Company: An Entity Worth Considering
- State Law Considerations
- Tax Considerations
- Additional Considerations
- Use of the LLC in Selected Situations
- Tax Concerns when using the Limited Partnership or LLC in Family Planning
- Nontax Benefits of Limited Partnerships and LLCs
- Limited Liability Partnerships
- Conclusion
b. Limited Liability Companies in Bankruptcy
- Bankruptcy Eligibility of an LLC
- Who Can File an LLC Bankruptcy?
- Where Must the LLC File?
- Does the Property of an LLC Belong to the Bankruptcy Estate?
- Bankruptcy of a Member
- Conclusion
c. Securities Law and Liability Issues
- Securities Law Issues
- Liability Issues
Negotiate Smart -- Make Diversity Work for You
Real Property Report - Adapting the Legal Opinion Accord for Real Estate Secured
Transaction Opinions Published by the Section of Real Property, Probate and Trust Law
American Bar Association and the American College of Real Estate Lawyers.
Appendix Part 1: Real Estate Reports
Appendix Part 2: Business Reports
BOOK #240
First American Title Insurance Company - Endorsement Manual
Endorsements:
- Access
- Balloon
- Comprehensive 9
- Condominium
- Contiguity
- Doing Business
- Environmental
- Fairway
- Gap
- Interim Construction
- Location
- Manufactured Housing
- Planned Unit Development
- Revolving Credit
- Subdivision
- Survey
- Tax Parcel
- Tie-In
- Usury
- Variable Rate
- Zoning
Appendix Part 1: Real Estate Reports
Appendix Part 2: Business Reports
First American Title Insurance Company - Endorsement Manual
Endorsements:
- Access
- Balloon
- Comprehensive 9
- Condominium
- Contiguity
- Doing Business
- Environmental
- Fairway
- Gap
- Interim Construction
- Location
- Manufactured Housing
- Planned Unit Development
- Revolving Credit
- Subdivision
- Survey
- Tax Parcel
- Tie-In
- Usury
- Variable Rate
- Zoning
Telecommunications for Lawyers - American Bar Association, Section of Real
Property, Probate and Trust Law, August 6, 1995 - Chicago, Illinois
Future Lawyer
a. Information Access in the Nineties.
b. Printing press to the Industrial Age to the Information Age.
c. Democratization of information and the practice of law.
d. Toffler- "Future Shock". The ultimate shrinking of the planet.
e. A local area network, comprised of lawyers, judges, Bar staff, and clients.
f. Uses of technology in the law office.
- Word and document processing
- Financial accounting and billing
- Information management, database management, case management, litigation support,
legal process systems
- Telecommunications. Computer assisted legal research (Westlaw, Lexis)
- Compuserve, America on Line, BBSes
- Florida Corporation Access
- Department of Motor Vehicles
- Dial-Up Courthouse Access
- Law-Net
- Counsel Connect
- Internet (Infobahn, Information Super-Highway, Cyberspace)
- Dialog
- Dow Jones
- ATIDS
- Remote Software, PC anywhere for Windows
g. Mobile Computing and Lawyers:
- The Lawyermobile
- Notebooks, LapTops and Sub-Notebooks
- Cellular Phones
- Portable Printers
- Cellular modems
- PCMCIA cards
h. CDROM Technology
- LawDesk, WestCDROM, Shepard's, USCODE, Fla. Jur2d, Search engines
Ground Leasing in the Recovery - American Bar Association, Section of Real
Property, Probate and Trust Law, August 6, 1995 - Chicago, Illinois
Landlord Subordination in Public/Private Ground Lease Financing
Ground Leases and Development: The Occupant's Perspective
Base Closure/Realignment & Interim Leasing
The Interim Leasing Process on Closing Military Bases: Procedures and Recommendations
7th Annual Fundamentals of Real Estate Taxation - American Bar Association, Section
of Real Property, Probate and Trust Law, August 6, 1995 - Chicago, Illinois
Passive Loss Planning for the Real Estate Professional
Real Estate PIGs and PALs
Final Passive "Activity" Regulations
Practical Uses of Limited Liability Companies
The Limited Liability Company: An Entity Worth Considering
Estate Planning for Entity Ownership of Real Estate
Recent Developments Affecting Real Estate
Antacid for the Real Estate Industry: Newly Enacted Debt Discharge Relief
Tax Treatment of Environmental Cleanup Costs
Using LLCs, LLPs, and LLLPs for Real Estate Investments
Travails of the Developer: Tax Treatment of Real Estate Development Costs in Light of
the Uniform Capitalization Rules
Real Estate Financing Potpourri - American Bar Association, Section of Real
Property, Probate and Trust Law, August 6, 1995 - Chicago, Illinois
Introduction
Bankruptcy Reform Act of 1994
Lender Exit Strategies
Timeshare and Vacation Resort Financing
Credit Tenant Loans
Financing Senior Living Facilities
New Development in Single Asset Real Estate Cases
How to Bullet-Proof the Workout Agreement
Current Issues in Loan Originations
Current Issues in Land Surveying - American Bar Association, Section of Real
Property, Probate and Trust Law, August 7, 1995 - Chicago, Illinois
Record Research - Paper versus Ground Truth
High Water Marks
Survey Checklist
Negotiating the Purchase of en Environmentally Contaminated Building - American Bar
Association, Section of Real Property, Probate and Trust Law, August 7, 1995 - Chicago,
Illinois
Buyer's Environmental Provision for Purchase and Sale Agreement
Ten Rules for Managing Environmental Risk in Commercial Mortgage Lending
Article Six: Environmental Representations, Covenants and Warranties
Reconstruction After the Casualty - Who, How, What, When, and Who Pays? - American
Bar Association, Section of Real Property, Probate and Trust Law, August 7, 1995 -
Chicago, Illinois
The Mortgagee's Point of View
The Landlord's View on Reconstruction After a Casualty
Casualty Clauses in Commercial Leases: The Lessons of Hurricane Andrew
Repair and Restoration After Damage - Issues for the Tenant's Counsel
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