Commercial Real Estate: Drafting purchases, sale agreements and leases, changes wrought by COVID-19, financing, and environmental problems (Including 1hr. of Ethics)

Jon S. Robins | Greenberg Traurig, LLP

In his practice, Jon Robins handles a broad range of finance, equity investment, and real estate activities for clients in the private equity fund, capital market, institutional lender, REIT, hedge fund, developer, owner/operator, corporate, and investor space.

For more than two decades, Jon has represented lenders and equity providers, including conduit lenders, banks, insurance companies, family offices, and private equity funds in diverse matters such as the formation of joint ventures, structuring and making preferred equity investments, the origination, purchase, sale, restructuring and enforcement of mortgage loans; mezzanine and construction loans; subordinate (“B”) notes; participation and co-lender interests; and in structuring and negotiating inter-creditor, co-lender, and participation and servicing agreements. In complex and novel structures of mortgage and mezzanine loans, he often represents CMBS lenders and borrowers.

Other significant representations include lenders and borrowers in deed-in-lieu and assignment-in-lieu transactions; acquisitions by ground lease, development, leasing, repositioning and disposition of hotels, restaurants, retail centers, multi-family properties, and office buildings on behalf of private equity funds, developers, and institutions; several UCC sales to realize on defaulted mezzanine loan collateral; experience with both acquirers and targets involving the real estate aspects of corporate M&A transactions; and capital providers in receivables financing, factoring and asset-based lending, and in the workout of such transactions.
Additionally, Jon has wide-ranging experience with tenancy-in-common financing as well as financing hospitality properties. In terms of purchase and sale of distressed debt, both buyers and sellers have engaged Jon, and he regularly advises clients on both strategy and tactics to resolve default situations and enforce remedies.

Jon regularly presents on related topics.

Eric Langston | AEGIS Law

Eric Langston is an attorney based in Cedar Rapids, Iowa. Though most recently a solo practitioner, he has worked for the largest firm in the Cedar Rapids region and with the restructuring group of a global law firm based in Chicago. Eric was excited to join the AEGIS Law team because he can now leverage the practice he developed as a solo practitioner with the “hive mind” of experts at the firm.

Eric enjoys working with clients to accomplish their goals by successfully navigating the legal landscape. His work at mitigating and managing risks allows clients to focus more on what’s most important to them.

Before becoming a lawyer, Eric worked for seven years as a data scientist in the higher education industry. The skills he honed during that time continue to help Eric represent clients in complex real estate transactions and bankruptcy proceedings. He is licensed to practice law in Colorado, Iowa, and Illinois and is also a Notary Public in Iowa.

Eric is a graduate of the DePaul University College of Law, where he focused his studies on tax law. He also holds a bachelor’s degree in Economics from Knox College. Eric is a member of local and state bar associations, is committed to the civil justice movement, and regularly volunteers for efforts surrounding community enhancement. He’s worked with Iowa Legal Aid and other partners to deliver legal assistance via Linn County’s Expungement and Employment Barriers Resource Clinic. By helping people turn their lives around and finally put their past behind them, Eric makes a lasting change on his community. Most recently, Eric held a pro bono estate planning workshop for people living with HIV to prepare and execute wills and powers of attorney for healthcare and property.

Mark D. Kimball | MDK Law

As Managing Shareholder and founder of MDK Law, Attorney Mark Kimball has been serving Seattle and Eastside clients for more than thirty-five years. His practice is concentrated on corporate and real estate transactions, commercial litigation, business operations, and state, federal, and international tax law, and he is licensed to practice in Washington, New York, and Texas, as well as the United States Tax Court and the United States Supreme court. Specific tax work includes advising clients on a variety of business operation matters, structuring tax-advantaged transactions, and representing clients before the United States Internal Revenue Service and OFAC, the Washington Board of Tax Appeals, and other taxing authorities including state-level authorities in New York and California. Tax savings for clients routinely exceed $200,000. Mark holds a post-doctoral LL.M. degree in Tax Law (in addition to his other post-doctoral work).

Although most of Mark’s work involves complex business transactions and tax planning, nationally and internationally, Mark Kimball also manages all litigation and appellate work. High value litigation and appellate matters typically involve representation by both Mark Kimball and James Ware.

Mark serves as a consultant to other lawyers and firms on corporate, LLC, and tax matters, and has been retained as an expert witness for court cases by prominent Seattle firms. Representative expert witness cases have included opinions concerning operational disputes for corporations, and limited liability companies; cases in which Mark has testified also include offering expert opinions on law firm governance, with successful outcomes for these parties. Mark assists leading small to large and high-growth companies in a variety of industries including those in the aerospace, computer hardware manufacturing, software creation and development, and the restaurant, liquor, real estate and property management industries.

Mark Kimball has many law firms and attorneys as clients in business and contract matters, and he has also represented political campaign organizations and companies doing business internationally. In addition to his law degree, Mark received a post-doctoral L.L.M. degree in Taxation from the University of Washington and completed most academic work toward a Ph.D. in Tax Policy Studies. Clients are local, national, and international. Mark’s education and background includes representation in disputes involving protection of clients involving international substantive and procedural law.

Mark earned his second post-doctoral L.L.M. degree in Transnational Commercial Practice, and his International Law and Taxation presence continues to grow. He is a frequent speaker and lecturer and has served on the faculties of more than 100 legal education, research, and academic conferences in the United States, Europe, and Latin America, including Cuba. Recent conferences include service as a speaker and expert on panels broadcast nationally to attorneys throughout the United States.

In addition, Mark recently received the most selective award accorded to attorneys in the United States by any rating or review process: Martindale-Hubbell’s Client Championship Award, which is limited to less than One Percent of attorneys, and unlike other rating services is based on an average required perfect 5.0 peer review by prominent attorneys and judges along with established and verified clients. Mark hired, mentored, and trained the firm’s younger attorneys, three of whom have received awards.

Session I – Drafting and Negotiation of Purchase and Sale Agreements and Leases: 2022 Insights | 10:30am – 11:00am

• Due diligence periods in Purchase and Sale Agreements: “Free look” or non-refundable | 10:30am – 10:40am
• Bring-downs in representations and warranties in Purchase and Sale Agreements: When the facts change but neither party has done anything “wrong” | 10:40am – 10:50am
• Force majeure provisions in leases in the “post” Covid-19 world | 10:50am – 10:55am
• Operating covenants in leases | 10:55am – 11:00am

Session II – Changes Wrought by COVID-19 on Hotel, Office, Multifamily, Retail and Industrial Transactions | 11:00am – 11:30pm

• Force majeure and similar provisions (including, what do you do when the recorder’s office is closed) | 11:00am – 11:10am
• Limitations on physical inspections | 11:10am – 11:20am
• Remote work | 11:20am – 11:25am
• Landlord liability | 11:25am – 11:30am

Break | 11:30am – 11:40am

Session III – Commercial Real Estate Financing in 2022 | 11:40am – 12:10pm

• Loan provisions to address the shift from LIBOR and potential future changes | 11:40am – 11:50am
• Current loan work-out strategies and provisions | 11:50am – 12:00pm 3. Lender remedies and related borrower protections | 12:00pm – 12:10pm

Session IV – Remote Online Notarization, Virtual Meetings & More: New Tech, New Legal Issues | 12:10pm – 1:20pm

• Remote Online Notarization | 12:10pm – 12:40pm
  • How it works
  • Technical requirements
  • Sample transaction

Break | 12:40pm – 12:50pm

• Electronic Signatures: technical requirements | 12:50pm – 1:05pm
• Virtual Meetings and written resolutions | 1:05pm – 1:20pm

Session V – Environmental Problems in Commercial Real Estate | 1:20pm – 2:30pm

• Unknown & Undisclosed Toxic Hazards: Allocating risks of cleanups in purchase & sale documents | 1:20pm – 1:35pm
• Going Beyond the Contract: Federal, state & local laws on cleanup & costs | 1:35pm – 1:50pm

Break | 1:50pm – 2:00pm

• Biocontamination in Residential and Commercial Real Estate Contexts | 2:00pm – 2:15pm
• State of Affairs: What’s New and What’s Not – Recent Trends in the Law | 2:15pm – 2:30pm

Session VI – Ethics | 2:30pm – 3:40pm

• Disclosure of Defects & Hazards: Duties to clients and non-clients | 2:30pm – 3:00pm

Break | 3:00pm – 3:10pm

• Setting Up an LLC to Hold Property: What can we do to protect clients | 3:10pm – 3:25pm
• Conflicts of Interest in Real Estate Transactions: How to avoid | 3:25pm – 3:40pm