1:00 The In-House General Counsel Plenary: Im Currently Spending too Much Time On
Time-challenged general counsels have a lot on their plate these days. Increased regulatory scrutiny, trying to do more with less, a growth recession and workouts are among the items that are keeping a general counsel chained to his desk for far too many hours. This discussion will focus on these challenges and what leading general counsels are doing about them.
Session Chair: Sandra I. Herrera, Attorney, POLSINELLI LLP [ BIO ]
Panel Participants: Arash Mostafavipour, Executive Vice President, General Counsel & Secretary, CARRINGTON MORTGAGE HOLDINGS, LLC [ BIO ]
Eric Rubenfeld, CIM Group General Counsel, CIM GROUP [ BIO ]
Kay Tidwell, Executive Vice President, General Counsel, HUDSON PACIFIC PROPERTIES, INC [ BIO ]
Romy Selati Loseke, General Counsel, WESTCORE PROPERTIES, LLC [ BIO ]
1:45 Property Acquisition: Due Diligence, War Stories & Checklists
Specifics for different asset classes Comparing note vs. property acquisitions Sources of acquisition Titles issues Inspection & survey review Closing: What issues are coming up? Document changes New negotiation issues and potential trouble spots Portfolio/company acquisitions vs. single property Purchase & sales agreements that are practical
Session Chair: Dan Brozost, Partner, RAINES FELDMAN LLP [ BIO ]
Panel Participants: Scott Kalt, Partner, ELKINS KALT WEINTRAUB REUBEN GARTSIDE LLP [ BIO ]
Bruce Fischer, Shareholder, GREENBERG TRAURIG, LLP [ BIO ]
Dean Chang, General Counsel, KARLIN REAL ESTATE [ BIO ]
Romy Selati Loseke, General Counsel, WESTCORE PROPERTIES, LLC [ BIO ]
Forming the venture: What key factors should capital partners and operating partners look for? Foreign partners & investors: Giving clarity to party rights Appropriate documentary vehicle for backstopping the operating partner in the event a bad boy guaranty is invoked Programmatic joint venture issues Diligencing your partner Governance GP liability for capital partners Operator capital commitments? JV debt financing for joint ventures & lenders requiring capital partners to be jointly and severally liable on guaranties Transfer provisions Exit, buy/sell triggers & removal rights Deadlocked remedies JV conflicts: Who do you work for ultimately? International investors coming into the US: structural & tax considerations
Session Chair: Keith D. Elkins, Partner, ELKINS KALT WEINTRAUB REUBEN GARTSIDE LLP [ BIO ]
Panel Participants: Kristin Adrian, General Counsel, AMERICAN REALTY ADVISORS [ BIO ]
Joshua Widoff, Executive Vice President and General Counsel, DIVIDEND CAPITAL [ BIO ]
Jason P. Maxwell, Corporate Counsel, HINES REIT [ BIO ]
Steve Carey, Partner, PIRCHER, NICHOLS & MEEKS [ BIO ]
Gabriel Steffens, Associate General Counsel, TIAA - CREF [ BIO ]
Out of Court Workouts: Negotiation of forbearance and settlement agreements Deadlines to consider Claw-backs, and other avoidance claims arising in a subsequent backruptcy and means of mitigating or eliminating of the same
Bankruptcy: Automatic stay Single asset real estate cases (SARES) Valuation Relief from stay Cash collateral DIP Financing Sales free and clear prior to plan confirmation Guarantor issues Third party injunctions Plans of reorganization and issues common in contested cases
Session Chair: David B. Golubchik, Partner, LEVENE, NEALE, BENDER, YOO & BRILL LLP [ BIO ]
Panel Participants: David Levene, Founder Member, LEVENE, NEALE, BENDER, YOO & BRILL LLP [ BIO ]
Adam Knowlton, Senior Vice President & General Counsel, YOUNAN PROPERTIES [ BIO ]
4:30 Workouts, Litigation & Remedies for Multiparty Structures Including Funds and Joint Ventures
Termination agreements When debt looks like equity Secured deeds of trust Carrying negative projects and partners during the bad times: Now they want their due GP/operating partner removal Buy/Sell provisions Risk sharing between sponsors/GPs and capital partners/LPs What is the appropriate documentary vehicle for backstopping the operating partner in the event a bad boy guaranty is invoked
Session Chair: Mark Foster, General Counsel, SABAL FINANCIAL GROUP, LP [ BIO ]
Panel Participants: Kristin Adrian, General Counsel, AMERICAN REALTY ADVISORS [ BIO ]
Jon MacDonald, General Counsel, FAIRFIELD RESIDENTIAL [ BIO ]
Michael E. Scheinberg, Partner, PIRCHER, NICHOLS & MEEKS [ BIO ]
Marc Swerdlow, President, WATERTON ASSOCIATES [ BIO ]
5:15 How Will California Proceed Without Redevelopment Agencies? How Will Legacy Issues Play Out? Evaluating this and Other Local Jurisdictional Issues
Is the doing away of redevelopment agencies a good thing? Will there be a replacement mechanism? Impact on deals that are currently underwater Obligations of documents vs. the reality of todays environment What has been grandfathered? CEQA reform Eminent domain update Development changes since the last cycle What is coming up in the 9th circuit that may impact your business? Are they filled with hot air? Greenhouse gas update
Session Chair: David H. Blackwell, Partner, ALLEN MATKINS [ BIO ]
Panel Participants: Fernando Villa, Partner, ALLEN MATKINS
John Day, Vice President & General Counsel, L&R GROUP OF COMPANIES [ BIO ]
Kenneth Corhan, Vice President/General Counsel, LEWIS OPERATING CORP [ BIO ]
7:30 Breakfast is served for Closed Door Discussion
7:45-8:40 Closed-Door, Vegas Rules, Workshop for In-House Counsel
What is on your mind? What are you spending too much time on? What kinds of problems are you having with your external counsel? The perfect place to discuss these and other issues is our closed door discussion hosted and attended by in-house lawyers only.
Discussion Leader: Marc Swerdlow, President, WATERTON ASSOCIATES [ BIO ]
9:00 Originations/Investment/Development Parameters, Structures and Trends for Whole Loans, CMBS 2.0 & Mezz
New loan origination: Volume/terms Market Conditions: Do the capital sources still have the upper hand in terms? Reps, covenants & warranties Activity levels, deal types, sizes and structures, property types, markets, pricing, yields/returns, LTV, DSCR, debt yields, subordinate financing Borrower issues Structure /documentation issues Non-traditional structures and sellers Debt, REO, lenders and receivers Cash management arrangements/lines of credit Repayment/defeasance Anticipating borrower/project needs and documenting accordingly Regulating securitization vehicles as commodity pools EB-5 as a financing vehicle Managing servicer conflicts Financing debt purchases & related strategies Changes since the last cycle Anything new intranche warfare? Diligence on borrowers
Session Chair: Adam Knowlton, Senior Vice President & General Counsel, YOUNAN PROPERTIES [ BIO ]
Panel Participants: Mathieu Streiff, Principal, AMERICAN HEALTHCARE INVESTORS
Todd B. Allen Esq., General Counsel and Chief Operating Officer, BOLOUR ASSOCIATES [ BIO ]
Steve Anapoell, Shareholder, GREENBERG TRAURIG, LLP
Lisa L. Kim, Senior Vice President & Associate General Counsel, HANMI BANK
Enforcing terms that the deal guys and management didn't realize were in the deal docs Rep & warranty problems Valuing properties with bad docs Transfer, release, guarantee requirements SPE covenants
Session Chair: William Mark Levinson, Partner, FOX ROTHSCHILD LLP [ BIO ]
Panel Participants: Derrick B. Grόner, Counsel, ANCHOR LOANS [ BIO ]
David B. Currie, Partner, CHOATE, HALL & STEWART LLP [ BIO ]
Benjamin M Weiss, General Counsel, LANSING COMPANIES [ BIO ]
Aliza Johnson, Vice President & Senior Counsel, MARRIOTT INTERNATIONAL, INC. [ BIO ]
Title insurance & mechanics lien issues Repurposing & repositioning assets Development agreements Getting lead tenants: What concessions does it take in this environment? Warranties, guarantees and remedies Design/build agreements Incentive fees
Session Chair: Sarah Rosen, Partner, PROCOPIO [ BIO ] [ Presentation ]
Panel Participants: Daniel Hemmer, General Counsel and SVP, CENTERPOINT PROPERTIES TRUST [ BIO ]
Mary Alexander, Executive Vice President & General Counsel, DMB ASSOCIATES, INC. [ BIO ] [ Presentation ]
Aliza Johnson, Vice President & Senior Counsel, MARRIOTT INTERNATIONAL, INC. [ BIO ]
Daniel H. Fried, V. P. and General Counsel, R.W. SELBY & CO., INC. [ BIO ]
Mark Foster, General Counsel, SABAL FINANCIAL GROUP, LP [ BIO ]
When is it throwing good money after bad vs. a good investment? When is it best to hand in the keys and walk away? Run? The sale option When is it worth it to litigate? Pre- and post-judgment remedies Remedy pitfalls Dispute resolution mechanisms and remedies designed to align interests Treatment of defaults Arbitration vs. judicial dispute resolution Removal of operator/partner Loss or recalculation of promote Early trigger of buy/sell Discounted buy-outs How do operating partners protect themselves from defaulting capital partners? Effect ofremoval on carve-out and environmental liability for mortgage debt
Session Chair: Michael A. Geibelson, Partner, Member of the Executive Board, ROBINS, KAPLAN, MILLER & CIRESI LLP [ BIO ]
Panel Participants: Benjamin M Weiss, General Counsel, LANSING COMPANIES [ BIO ]
Jeffrey N. Brown, Litigation Partner, PIRCHER, NICHOLS & MEEKS [ BIO ]
Justin Regus, Director, ROTHSTEIN KASS [ BIO ]
12:30 Preventing your Next Disaster: Real Estate-Related Risk Management & Insurance
Implications for owners, developers, managers and investors Environmental and construction exposures Catastrophic modeling Lender requirements Corporate-level strategy Implementing the policies Insurance issues related to individual transactions
Session Chair: Pamela L. Andes, Partner, ALLEN MATKINS [ BIO ]
Panel Participants: David Ramsay, Partner and General Counsel, ALLIANCE COMMERCIAL PARTNERS, LLC [ BIO ]
Mary Alexander, Executive Vice President & General Counsel, DMB ASSOCIATES, INC. [ BIO ]
Jason Donkersley, VP - General Counsel, EVERGREEN REAL ESTATE [ BIO ]
2:15 Bad Boy Carveouts, Asset Protection, Personal Guarantees & Pursuing Deficiency Claims
Expanding carveout scope Covenant breaches that concern you/dont concern you Recent court decisions Collecting/ enforcing judgments for owners vs. guarantors Getting to shielded and hidden assets How much do you look for in a payment in exchange for a release of obligation? Untying the tied up court case Spouses as guarantors: What is your policy?
Session Chair: Aaron Craig, Partner, FOX ROTHSCHILD LLP
Panel Participants: David Ramsay, Partner and General Counsel, ALLIANCE COMMERCIAL PARTNERS, LLC [ BIO ]
Benjamin M Weiss, General Counsel, LANSING COMPANIES [ BIO ]
3:00 Note Sales/Acquisitions/Distressed Debt Investing: What an In-House Real Estate Lawyer Needs to Know
Comparing sources of notes Fannie, Freddie & other government entitles going forward REO-to-Rental: The single family market Evaluating loan sale/purchase mechanics & sources Timing of note sale Note sale vs. REO buyer Successor liability
Session Chair: Lisa Quateman, Managing Partner, Los Angeles, POLSINELLI [ BIO ]
Panel Participants: Steve M. Jaffe, Executive Vice President and General Counsel, BH PROPERTIES [ BIO ]
David B. Currie, Partner, CHOATE, HALL & STEWART LLP [ BIO ]
Roseanne Hope, President and Principal, COMPENDIUM CAPITAL GROUP [ BIO ]
Joseph Soleiman, Director of Acquisitions and General Counsel, ICO DEVELOPMENT, LLC [ BIO ]
Craig Missakian, Vice President & General Counsel, WESTLAND INDUSTRIES, INC. [ BIO ]
3:45 Evaluating the Dual Legal/Business Role of the In-House Counsel
Communications with colleagues Interaction with board-level committees and board counsel Auditor interaction Staff-level and general counsel disagreements Role in future planning Privilege communication Who is your client?: Managing intracompany, affiliated company & joint venture conflicts
Session Chair: Eric Rubenfeld, CIM Group General Counsel, CIM GROUP [ BIO ]
Panel Participants: Derrick B. Grόner, Counsel, ANCHOR LOANS [ BIO ]
Wendy Huang, Executive Vice President and General Counsel, CROWN REALTY AND DEVELOPMENT, INC [ BIO ]
Joseph E. McKeever, General Counsel, GRANITE INVESTMENT GROUP [ BIO ]
