Law Seminars International Presents: An Intensive Two-Day Conference on

Advanced Real Estate Purchases & Sales
Tips and strategies for structuring, negotiating and documenting major commercial property sales

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March 10 & 11, 2008
The Gleacher Center in Chicago, IL

Who Should Attend

Attorneys, real estate developers, owners, managers, brokers and appraisers, as well as lenders, escrow officers and other decision-makers in the purchase and sale of real property

Why Attend

Commercial purchase and sale agreements are unique machines - machines that can, unfortunately, blow up in the face of the unwary or uninformed.

We will explore, in a real world context, the structuring, negotiation and documentation of major commercial property sales, the many facets of due diligence, feasibility and environmental investigations conducted in pre-closing, as well as the pleasures and pain of enforcing sale agreements. The key words here are "real world context" - the knowledge you gain here can be used tomorrow . . . or even this afternoon if you are pressed.

This conference is a must for anyone who needs to make important decisions in commercial property purchases and sales.

~ Walter D. Cupkovic, Esq. and Robert F. Messerly, Esq., Program Co-Chairs

You Will Learn About

Agenda

Monday, March 10, 2008

8:00 am

Registration and Continental Breakfast

 
8:30 am

Introduction and Overview

Walter D. Cupkovic, Esq., Program Co-Chair
Thompson Coburn Fagel Haber / Chicago, IL

Robert F. Messerly, Esq., Program Co-Chair
Sonnenschein Nath & Rosenthal LLP / Chicago, IL

 
8:45 am

Advanced Drafting of Purchase and Sale Agreements

Practical tips in identifying complexitites and drafting to meet them

David J. Siegel, Esq.
Sidley Austin LLP / Chicago, IL

Anthony J. Aiello, Esq.
Sidley Austin LLP / Chicago, IL

 
9:30 am

Use of Public Financing for Development Projects

Obtaining tax increment financing and utilizing bonds to acquire properties; how the possibility of Chicago hosting the 2016 Olympics could affect the level and nature of such activity

Rhonda C. Thomas, Esq.
Thompson Coburn Fagel Haber / Chicago, IL

 
10:15 am

Break

 
10:30 am

A Fresh Look at Seller Reps and Warranties

Potential single asset seller; sunset clauses; claim limits and thresholds; knowledge limitations; other avenues that might be available for covering the issues; limiting seller liability after closing

Thomas C. Homburger, Esq.
Bell, Boyd & Lloyd LLP / Chicago, IL

 
11:15 am

Updating your Checklist: New Considerations for Due Diligence

Easements and convenants; rights and burdens; leases; financial statements; surveys; consultants; negotiating with permitting authority

David P. Cohen, Esq.
Katten Muchin Rosenman LLP / Chicago, IL

Peter M. Granholm, CIH, Senior Program Manager
Apex Companies, LLC / Rockville, MD

 
12:00 pm

Lunch (on your own)

 
1:15 pm

Keeping Up to Date on the Boilerplate: A Review of Current Thinking on Key Sections of a Purchase and Sales Agreement

Casualty and condemnation; due diligence rights; default rights; closing conditions; assignment; as-is language

James A. Francque, Esq.
Jones Day / Chicago, IL

Michael J. Moran, Esq., Senior Vice President and General Counsel
ORIX Real Estate Capital, Inc. / Chicago, IL

 
2:00 pm

Real Estate Taxes Appeal and Assessment Process

Real estate tax incentives from local governments; contract considerations in allocation of real and personal property; strategies for reviewing the tax situation with an eye towards factoring tax relief into the deal; typical assessment appeal process

David R. Bass, Esq.
Thompson Coburn Fagel Haber / Chicago, IL

 
2:45 pm

Break

 
3:00 pm

Acquisition of Development Parcels

How these transactions necessitate changes in certain standard provisions regarding due diligence, remedies and obligations of the seller to maintain the property

Marlene D. Nations, Esq.
Sonnenschein Nath & Rosenthal LLP / Chicago, IL

Barry B. Nekritz, Esq.
Sonnenschein Nath & Rosenthal LLP / Chicago, IL

 
3:45 pm

The Dance of Negotiation

In negotiations, what gets cut, what gets left in and why

Douglas W. Anderson, Esq.
Barack Ferrazzano Kirschbaum & Nagelberg LLP / Chicago, IL

Alvin Katz, Esq.
Mayer Brown LLP / Chicago, IL

Elizabeth A. Williams, Esq.
Drinker Biddle Gardner Carton / Chicago, IL

 
5:15 pm

Reception for Attendees and Faculty Sponsored by Thompson Coburn Fagel Haber and Sonnenschein Nath & Rosenthal LLP

Sponsored by Thompson Coburn Fagel Haber and Sonnenschein Nath & Rosenthal LLP

 

Tuesday, March 11, 2008

8:00 am

Registration and Continental Breakfast

 
8:30 am

Introduction and Overview

Walter D. Cupkovic, Esq., Program Co-Chair
Thompson Coburn Fagel Haber / Chicago, IL

Robert F. Messerly, Esq., Program Co-Chair
Sonnenschein Nath & Rosenthal LLP / Chicago, IL

 
8:45 am

Transfer Taxes

Exemptions and how they apply; applicability to sale of partnership shares and tenant in common interests; appellate processes and strategies

Eugene J.M. Leone, Esq.
Pircher, Nichols & Meeks / Chicago, IL

 
9:30 am

Buying & Selling Hotels: An Interesting Blend of Business and Real Estate

How they differ from other acquisitions; what is being acquired and developed; business and real estate issues; allocating more assets to goodwill for tax reductions

Donald A. Shindler, Esq.
DLA Piper / Chicago, IL

 
10:15 am

Break

 
10:30 am

Addressing Environmental Issues in Purchase and Sale Agreements

Terms and conditions from a contractual drafting aspect; minimizing and limiting risk

Walter D. Cupkovic, Esq., Program Co-Chair
Thompson Coburn Fagel Haber / Chicago, IL

Vincent S. Oleszkiewicz, Esq.
Duane Morris LLP / Chicago, IL

 
12:00 pm

Lunch (on your own)

 
1:15 pm

Surveys: The Nitty Gritty of Contract Provisions and How it Affects Transactions

New trends in surveys; certification; Table A relating to a survey; interplay between surveyor and title insurance company; zoning endorsements; the nitty-gritty of contract provisions and how it affects transactions

James J. Brown, Manager
Bock & Clark / Akron, OH

 
2:00 pm

Break

 
2:15 pm

Current Issues in Title Insurance

A review of new policy; company endorsements; requirements for ALTA

V. Gina Giannelli, Esq., Associate Regional Counsel
Chicago Title Insurance Company / Chicago, IL

 
3:00 pm

Making and Killing Deals: What You Need to Know About the Real World

Robert F. Messerly, Esq., Program Co-Chair, Moderator
Sonnenschein Nath & Rosenthal LLP / Chicago, IL

Collete English Dixon, Vice President
Prudential Real Estate Investors / Chicago, IL

Gary A. Pachucki, President
IBT Group L.L.C. / Chicago, IL

Gary EW Rossi, Director of Real Estate
The Marmon Group LLC / Chicago, IL

 
4:30 pm

Evaluations and Adjourn

 

Tuition

Regular tuition for this program is $895 with a group rate of $795 each for two or more registrants from the same firm. For government employees, we offer a special rate of $695. For students and people in their job for less than a year, our rate is $447.50. All rates include admission to all seminar sessions, food and beverages at breaks, and all course materials. Make checks payable to Law Seminars International.

Cancellation & Substitution

You may substitute another person at any time. We will refund tuition, less a $50 cancellation fee, if we receive your cancellation by 5:00 p.m. on Tuesday, March 4, 2008. After that time, we will credit your tuition toward attendance at another program or the purchase of a Homestudy. There is a $25 cancellation fee for Course Materials orders and $50 for Homestudy orders.

Continuing Education Credits

This program qualifies for 12.75 IL CLE credits and 6 IL Real Estate credits. Upon request, we will apply for CLE credits in other states and other types of credits.

Location

The conference will be held at the The Gleacher Center at 450 North Cityfront Plaza Drive in Chicago, IL 60611; (312) 464-8787. Check The Gleacher Center website, Area Attractions, for a list of area hotels at http://www.gleachercenter.com.
More about the Location
Map & Directions

If You Cannot Attend

Our complete Homestudy Course, consisting of a VHS or DVD recording and the written course materials, is available for $905. The written course materials alone are available for $100. We will ship your Homestudy order via UPS ground within two weeks after the seminar or the date we receive payment (whichever is later).
Order Homestudy

Faculty Bios

Walter D. Cupkovic, Program Co-Chair, is a member at Thompson Coburn Fagel Haber and Chair of the Real Estate and Real Estate Tax Assessment Departments. His practice includes the acquisition, development and sale of commercial, industrial and residential properties. He is an "Illinois Leading Lawyer" and "Illinois Super Lawyer."

Robert F. Messerly, Program Co-Chair, is the Managing Partner of Sonnenschein Nath & Rosenthal LLP's Chicago Office and a member of the Real Estate Practice Group. His practice is concentrated in the areas of large portfolio acquisition and disposition, equity investments and real estate finance.

Anthony J. Aiello, partner at Sidley Austin LLP, concentrates in transactional real estate, representing institutional clients, REITs, utility companies, banks and developers, with experience in real estate acquisition, development, and disposition, including transactions involving office buildings, department stores, industrial facilities and hotels. He has been listed in Chambers USA.

Douglas W. Anderson, partner at Barack Ferrazzano Kirschbaum & Nagelberg LLP, represents institutions and entrepreneurs in commercial real estate, corporate and business planning matters. His practice focuses on representing publicly traded REITs and institutional lenders.

David R. Bass practices in Thompson Coburn Fagel Haber's Real Estate Tax Assessment Department. He represents commercial and industrial property clients in their valuation appeals, challenging property market value and assessments, and is experienced in procuring real estate tax incentives.

James J. Brown, Manager of Bock & Clark's National Surveyors Network, oversees five project teams. He was instrumental in opening three branch offices providing local surveying needs for the real estate industry and property owners and coordinates surveys across the country.

David P. Cohen, partner at Katten Muchin Rosenman LLP, focuses on real estate acquisition, finance and development. He represents buyers and sellers in the acquisition and disposition of vacant land, industrial buildings, and multi-family properties including low-income housing tax credit developments.

Collete English Dixon is Vice President, Transactions, for Prudential Real Estate Investors. She is responsible for sourcing real estate investments in multiple Midwest Region markets, covering all property types, including office, multi-family, hotel, industrial and retail properties.

James A. Francque, a partner in the Real Estate Group of Jones Day, focuses on real estate investments, portfolio acquisitions and dispositions, commercial and industrial leasing and real estate joint venture transactions. He has experience in general secured financing and annexation and development of real property.

V. Gina Giannelli, Associate Regional Counsel for the Chicago Commercial Center of the Chicago Title Insurance Company, handles complex real estate transactions. She co-authored a chapter in the IICLE Commercial Real Estate Manual and wrote a chapter in the IICLE Attorney's Guide to Title Insurance.

Peter M. Granholm, Senior Program Manager for Apex Companies, LLC, focuses on environmental health and safety liability and compliance assessments for commercial, industrial and government clients and has managed All Appropriate Inquiry and due diligence investigations.

Thomas C. Homburger, partner at Bell, Boyd & Lloyd LLP in the Real Estate Department, concentrates on real estate financing, development and investment, and is noted for his experience in sale/leaseback transactions and the use of advanced financing techniques. He is an "Illinois Super Lawyer."

Alvin Katz, partner at Mayer Brown LLP, represents real estate investors and developers in joint ventures, partnerships, acquisitions and dispositions. He focuses on clients who provide equity capital for real estate transactions. He is listed in "Chambers USA", "The Best Lawyers in America" and is an "Illinois Super Lawyer."
Full bio and contact info for Alvin Katz at Mayer Brown LLP

Eugene J.M. Leone is a partner at Pircher, Nichols & Meeks, specializing in commercial real estate joint ventures, acquisitions and dispositions. His experience also includes financings, workouts and commercial leasing.

Michael J. Moran, Senior Vice President and General Counsel at ORIX Real Estate Capital, Inc., is responsible for legal matters in real estate, development and investment portfolio. He is a member of the Investment Committee, Management and Advisory Committee, and Reporting and Compliance Committee.

Marlene D. Nations, partner at Sonnenschein Nath & Rosenthal LLP, focuses on commercial real estate, tax advantaged investing and affordable housing. She counsels clients in development, ownership, financing and sale of commercial real estate.

Barry B. Nekritz, partner at Sonnenschein Nath & Rosenthal LLP, represents developers in complex purchase, zoning, financing, construction, refinancing and sale of multi-use buildings. He has been listed in Who's Who in Real Estate and Who's Who in American Law .

Vincent S. Oleszkiewicz, partner at Duane Morris LLP, practices environmental law, including all aspects of domestic and international environmental litigation. He represents corporate clients in administrative proceedings and in complex environmental litigation.

Gary A. Pachucki is founder and President of the IBT Group L.L.C., responsible for strategic management of the development process including acquisition, planning, leasing and financial relationships.

Gary Rossi is Director of Real Estate at The Marmon Group LLC.

Donald A. Shindler, partner at DLA Piper, concentrates in hospitality, energy, transactional and corporate real estate, and construction and financing transactions. He is a "Leading Lawyer" and "Illinois Super Lawyer."

David J. Siegel, partner at Sidley Austin LLP, focuses on real estate acquisition, disposition and leasing transactions. He represents clients in build-to-suit office building and leasing, development projects, sale-leaseback transactions and multi-state acquisitions.

Rhonda C. Thomas, partner at Thompson Coburn Fagel Haber, practices in the Public Finance and Public Law area. She focuses on project financing.

Elizabeth A. Williams, partner at Drinker Biddle Gardner Carton, focuses on real estate finance, acquisitions and dispositions, formation of real estate joint ventures, leasing and development. She represents lenders in documenting and closing single-site and portfolio transactions.

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