Monday, May 13th, 2013
12:00 AM
Registration...Light lunch is served

2:49 AM
IMN Opening Remarks

1:00 PM
The In-House General Counsel Plenary: I’m 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.

  • Sandra Herrera, Attorney, POLSINELLI LLP (Session Chair)
  • Arash Mostafavipour, Executive Vice President, General Counsel & Secretary, CARRINGTON MORTGAGE HOLDINGS, LLC
  • Eric Rubenfeld, Principal, Legal, Compliance & HR; Chief Legal Officer; Chief Compliance Officer, CIM GROUP
  • Kay Tidwell, Executive Vice President, General Counsel, HUDSON PACIFIC PROPERTIES, INC
  • Romy Selati Loseke, General Counsel, WESTCORE PROPERTIES, LLC
2:49 AM
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

  • Dan Brozost, Partner, RAINES FELDMAN LLP (Session Chair)
  • Scott Kalt, Partner, ELKINS KALT WEINTRAUB REUBEN GARTSIDE LLP
  • Bruce Fischer, Shareholder, GREENBERG TRAURIG, LLP
  • Dean Chang, General Counsel, KARLIN REAL ESTATE
  • Romy Selati Loseke, General Counsel, WESTCORE PROPERTIES, LLC
2:49 AM
Joint Ventures Structuring & Management
• 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

  • Keith Elkins, Partner, ELKINS KALT WEINTRAUB REUBEN GARTSIDE LLP (Session Chair)
  • Kristin Adrian, General Counsel, AMERICAN REALTY ADVISORS
  • Joshua Widoff, Executive Vice President and General Counsel, DIVIDEND CAPITAL
  • Jason Maxwell, General Counsel, HINES ADVISORS LIMITED PARTNERSHIP
  • Steve Carey, Partner, PIRCHER, NICHOLS & MEEKS
  • Gabriel Steffens, Associate General Counsel, TIAA - CREF
2:49 AM
Networking Break Courtesy of:


2:49 AM
Workouts and Chapter 11
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

  • David Golubchik, Partner, LEVENE, NEALE, BENDER, YOO & BRILL LLP (Session Chair)
  • David Levene, Founder Member, LEVENE, NEALE, BENDER, YOO & BRILL LLP
  • Adam Knowlton, Senior Vice President & General Counsel, YOUNAN PROPERTIES
2:49 AM
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

  • Mark Foster, General Counsel, SABAL FINANCIAL GROUP, L.P. (Session Chair)
  • Kristin Adrian, General Counsel, AMERICAN REALTY ADVISORS
  • Jon MacDonald, General Counsel, FAIRFIELD RESIDENTIAL
  • Michael Scheinberg, Partner, PIRCHER, NICHOLS & MEEKS
2:49 AM
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 today’s 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

  • David Blackwell, Partner, ALLEN MATKINS (Session Chair)
  • Fernando Villa, Partner, ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP
  • John Day, Vice President & General Counsel, L&R GROUP OF COMPANIES
  • Kenneth Corhan, Vice President/General Counsel, LEWIS OPERATING CORP
6:00 PM
Networking Cocktail Reception

7:00 AM
Day One Concludes

Tuesday, May 14th, 2013
2:49 AM
Breakfast is served for Closed Door Discussion

2:49 AM
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.

2:49 AM
Breakfast is served for All Attendees

9:00 AM
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

  • Adam Knowlton, Senior Vice President & General Counsel, YOUNAN PROPERTIES (Session Chair)
  • Mathieu Streiff, Principal, AMERICAN HEALTHCARE INVESTORS
  • Todd Allen, General Counsel and Chief Operating Officer, BOLOUR ASSOCIATES
  • Steve Anapoell, Shareholder, GREENBERG TRAURIG, LLP
  • Lisa Kim, Senior Vice President & Associate General Counsel, HANMI BANK
2:49 AM
Loan Documentations, Deficiencies, Lender Liability & Cure Options
• 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

  • Mark Levinson, Partner, FOX ROTHSCHILD LLP (Session Chair)
  • Derrick Grüner, E.V.P. & General Counsel, STRATEGIC HOLDINGS
  • David Currie, Partner, CHOATE, HALL & STEWART LLP
  • Benjamin Weiss, Managing Partner, THE WEISS GROUP, LLP
  • Aliza Johnson, Vice President & Senior Counsel, MARRIOTT INTERNATIONAL, INC.
2:49 AM
Networking Break Courtesy of:


11:00 AM
Construction, Development, Associated Environmental Issues & Financing
• 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

  • Sarah Rosen, Partner, PROCOPIO CORY HARGREAVES & SAVITCH LLP (Session Chair)
  • Daniel Hemmer, General Counsel and SVP, CENTERPOINT PROPERTIES TRUST
  • Mary Alexander, Executive Vice President & General Counsel, DMB ASSOCIATES, INC.
  • Aliza Johnson, Vice President & Senior Counsel, MARRIOTT INTERNATIONAL, INC.
  • Daniel Fried, V. P. & General Counsel, R.W. SELBY & CO., INC.
  • Mark Foster, General Counsel, SABAL FINANCIAL GROUP, L.P.
2:49 AM
Remedies for Deals Gone Bad
• 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

  • Michael Geibelson, Partner, Member of the Executive Board, ROBINS, KAPLAN, MILLER & CIRESI LLP (Session Chair)
  • Benjamin Weiss, Managing Partner, THE WEISS GROUP, LLP
  • Jeffrey Brown, Litigation Partner, THOMPSON COBURN LLP
  • Justin Regus, Director, ROTHSTEIN KASS
2:49 AM
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

  • Pamela Andes, Partner, ALLEN MATKINS (Session Chair)
  • David Ramsay, Partner and General Counsel, ALLIANCE COMMERCIAL PARTNERS, LLC
  • Mary Alexander, Executive Vice President & General Counsel, DMB ASSOCIATES, INC.
  • Jason Donkersley, VP - General Counsel, EVERGREEN REAL ESTATE
2:49 AM
Luncheon

2:49 AM
Bad Boy Carveouts, Asset Protection, Personal Guarantees & Pursuing Deficiency Claims
• Expanding carveout scope • Covenant breaches that concern you/don’t 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?

  • Aaron Craig, Partner, FOX ROTHSCHILD LLP (Session Chair)
  • David Ramsay, Partner and General Counsel, ALLIANCE COMMERCIAL PARTNERS, LLC
  • Benjamin Weiss, Managing Partner, THE WEISS GROUP, LLP
3:00 PM
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

  • Lisa Quateman, Managing Partner, Los Angeles, POLSINELLI (Session Chair)
  • Steve Jaffe, Executive Vice President and General Counsel, B.H. PROPERTIES
  • David Currie, Partner, CHOATE, HALL & STEWART LLP
  • Roseanne Hope, President and Principal, COMPENDIUM CAPITAL GROUP
  • Joseph Soleiman, Director of Acquisitions and General Counsel, ICO DEVELOPMENT, LLC
  • Craig Missakian, Vice President & General Counsel, WESTLAND INDUSTRIES, INC.
2:49 AM
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

  • Eric Rubenfeld, Principal, Legal, Compliance & HR; Chief Legal Officer; Chief Compliance Officer, CIM GROUP (Session Chair)
  • Derrick Grüner, E.V.P. & General Counsel, STRATEGIC HOLDINGS
  • Wendy Huang, Executive Vice President and General Counsel, CROWN REALTY AND DEVELOPMENT, INC
  • Joseph McKeever, General Counsel, GRANITE INVESTMENT GROUP
2:49 AM
The 2nd Western Real Estate General Counsel’s Forum Concludes

Event Contacts
Managing Director
Andy Melvin
(212) 901-0542
amelvin@imn.org
Senior Vice President/Director of Programming
Steve Glener
(212) 901-0536
sglener@imn.org
Head of Conference Coordination
Natalie Smith
(212) 224-3508
nsmith@imn.org
Vice President - Sales
Robert Bass
(212) 901-0535
rbass@imn.org
Head of Sales - Real Estate
Todd Rosenberg
(212) 901-0552
trosenberg@imn.org
Conference Coordinator
Blair Clarke
212-224-3511
blair.clarke@imn.org
Venue
St. Regis Monarch Beach

Phone: (949) 234-3200
Website: http://www.stregismb.com/

1 Monarch Beach Resort
Dana Point, CA, 92629
USA

Silver Sponsors
Bronze Sponsors
Media Partners