®
Satisfy Your CLE, CPE and CPD Requirements!
Negotiating
Commercial
Leases 2014
• Learn the ins and outs of lease restructuring options
• Dissect industrial international distribution leases
• Get valuable advice, current market tricks and
trends, as well as negotiation strategies for common
traps to avoid in commercial leasing
• Examine alternative financial strategies for securing
the landlord’s performance and security for owner
cash flow obligations under large lease work letters
and tenant improvement allowances
• View the lease negotiation and retention of counsel
through the timeline of practical-based ethical
considerations under the ethics codes
This is an approved New York transitional program
November 6-7, 2014
New York City
Boston, Cleveland, Columbus,
Philadelphia, Pittsburgh,
Mechanicsburg and New Brunswick
Groupcast Locations
Live Webcast — www.pli.edu
November 17-18, 2014
Chicago
Register Today
at www.pli.edu/DHW4
or Call (800) 260-4PLI
Negotiating
Commercial Leases 2014
Why You Should Attend
Leases can be a primary business asset and also contain landmines of liability. Known as the
building blocks of value for all real estate, if leases are written poorly or administered without
expertise, they can be the downfall of an otherwise sound real estate investment. This course
is not to be missed for anyone who represents users or occupiers of space, or owners as
investors in real estate. There’s no disputing the importance of intimately knowing the lease
as a multidimensional financial tool, hell or high-water financial instrument, and contract of
limitations and regulations. This program will help you to feel truly competent to negotiate these
two hundred plus pages of sophisticated instruments, along with the hidden costs, risk shifting
and common law demising. Your company and clients look to you to know the market and local
traps, to obtain a “market and fair” deal, maintain the deal for the duration of the lease, and to
avoid the unusual or unfair risks shifted from the landlord to the tenant via creative or subtle text.
Your client is depending on you to preserve the investment in difficult “risky” times. This program
will teach you “what’s hot and what’s not” to help you stay on the “cutting edge” of the current
market negotiations and anticipate trends. With the market constantly changing and currently
improving, and leases becoming more clever and intensive, learning how to stay a step ahead
of the commercial leasing market and fine tune your skills, techniques and strategies is a wise
investment of your time.
What You Will Learn
• Lease restructuring options
• Industrial international distribution leases
• Current market tricks and trends, advice and custom, as well as negotiation strategies for
avoiding common traps
• Examine alternative financial strategies for securing the landlord’s performance and security for
owner cash flow obligations under large lease work letters and tenant improvement allowances
• Practical traps caused – and increases in tenant alterations costs – from “triggering” violations
and compliance obligations with pre-existing but deferred building, fire and safety laws
• Understand the “Good-Guy/Bad-Guy” off-balance sheet guaranty – how to avoid hidden
and enlarged backdoor liability
• Default remedies, and complex real estate issues in arbitration vs. litigation
• Re-emergence of the “takeover lease” – papering the risk and securing performance
• Stemming the trend of transfer to tenant of traditional “Ownership Costs,” including repair,
alterations, alteration and construction compliance risk, and insurance and compliance
responsibilities and how to shift them back to the owners/landlords
• Address the wave of reduced retail occupancy/operations levels and the mall’s attempts
to avoid the triggering of co-tenancy and co-occupancy penalties; luxury retail leases
and digital marketing and Point of Sale (POS) systems
• View the lease negotiation and retention of counsel through the timeline of practical-based
ethical considerations under the ethics codes
Who Should Attend
Attorneys who practice in the commercial real estate leasing field and other allied professionals,
including Certified Public Accountants, retail facilities directors, real estate brokers, commercial
property managers, property fund managers, government regulators/service providers and REIT
investors and managers.
Register Today
at www.pli.edu/DHW4
or Call (800) 260-4PLI
PROGRAM SCHEDULE
Day One:
9:00 a.m. – 5:00 p.m.
Morning Session: 9:00 a.m. – 12:15 p.m.
9:00
Changing Lease Forms and Negotiating Tactics
in the New Improving Economy
• Lease forms expanding again
• Econometric layering of “theft by lease” – rebundle operating
expense into fixed rent – anticipate inflation of escalations
• In market recovery – landlord’s need to close deals quick –
tenants at premium
• Owners need to commence rent more quickly – reduce leasing
legal fees
• Lease takeover loan/agreements tools
• Accelerate the many moving lease commencement dates –
remove the risk
• Mock negotiation on getting all superior interests to the table
NYC, BOS, CLE, COL, PHI, PITT, MECH, NB & WEB:
Pamela Caruso, Meyer Last, Michael E. Meyer, Gerald R. Uram,
John Busey Wood
CHI: Patrick G. Moran, Michael D. Rechtin, Jr.
10:00
Unanticipated Limitations in Long-Term Planning
and Lease Restructuring
A. Assignment and Subletting
• An overview
• Permitted transactions
• Recapture rights and profit-sharing
• Recognition agreements and consents
• Structural impediments to assignment and sublease rights
B. Lease Restructuring: Pitfalls and Benefits
• How best to deal with tenant request to restructure the lease
• Explore ways in which the landlord can benefit from tenant
lease restructuring
• Negotiation tips from both sides of the deal, such as being
totally candid and accurate in supplying info
• Avoid common pitfalls, such as failing to obtain consent
of lender
• What the landlord will insist upon
• What the tenant should never agree to
NYC, BOS, CLE, COL, PHI, PITT, MECH, NB & WEB:
Nancy Ann Connery, Meyer Last, Michael E. Meyer, Gerald R. Uram,
John Busey Wood
CHI: Ellen Friedler, Nancy M. Olson
11:00 Networking Break
11:15
Negotiating Today’s Tenant Options
• Fixed versus floating expansion spaces; setting the triggers,
delivery windows and response times
• Fixed rental rate versus then-current market rent; when should
landlord have to re-offer declined right of first refusal space?
• Overlapping and cascading options; creating multiple
rights – structuring around other tenants’ existing and
future senior rights
• “Personal” options, minimum occupancy requirements
and other ways to forfeit a tenant’s option
• Calculating termination and contraction fees; reconfiguring
a multitenant floor, who pays and who chooses?
NYC, BOS, CLE, COL, PHI, PITT, MECH, NB & WEB:
Nancy Ann Connery, Meyer Last, Michael E. Meyer, Gerald R. Uram
CHI: M. Christine Graff
12:15 Lunch
Afternoon Session: 1:15 p.m. – 5:00 p.m.
1:15
Fundamentals of Structuring for Buildability and
Financing; Industrial International Distribution Leases
A. Good Guy Guaranties and Takeover Leases
• Off-balance sheet – springing obligations
• “The gap” period obligations – “backdoor expanded
personal liability”
• Bankruptcy impact
• Hot topics – backdoor liability accelerations –
“lease takeover triggers!”
• How to secure the payment and performance of the
“lease taken over”
• Representing a landlord in negotiating a restructuring
of a tenant lease
• Emergence of the equity or cash flow participation lease
• Credit enhancements
• Use of letters of credit
B. Industrial and International Distribution Leases
(New York City only)
• Use and operations limitations and restrictions
• Additional security and customs issues within ports
and terminals
• Access and hours of operations restrictions for international
shipping and airports
• Environmental regulation – Industrial Site Recovery Act (ISRA)
and North American Industry Classification System (NAICS)
numbers for use
• Ground lease subordination to port and governmental
superior interests
B. Issues in Ground and Industrial Leases (Chicago only)
Ground Leases
• Overview of ground leases: what should parties consider
when drafting the lease?
• Appraisal during a rent reset: how do appraisers value
the estate?
• Subordinated vs. unsubordinated: what is the effect on
the leasehold financing?
• Letter of Intent: how should a developer protect its interest
prior to a signed lease?
• Amendment or modifications: how can the lease accommodate
changes in the parties’ needs over the life of the term?
Industrial Leases
• Economic and risk considerations: how should a landlord balance
economic exposure compared to financial benefit?
• Meeting a tenant’s needs: what questions should a landlord
ask to prepare for construction and use of an industrial facility?
• Capital improvements and fixtures: how should the tenant
evaluate potential costs of alterations?
• Lease terms: how should the parties draft the lease term
to accommodate for unanticipated delays in the tenant’s
possession of the industrial facility?
• Anticipating tenant use issues: how should a landlord address
changes in tenant’s use within the lease?
NYC, BOS, CLE, COL, PHI, PITT, MECH, NB & WEB:
Gerald R. Uram, John Busey Wood
CHI: Thomas C. Homburger
2:45
Hot Topics for Dealing with Long-Term Lease Structures,
Audits and Credit Support
• Where are we with new FAS-13 and what is the impact
on the structure and negotiation of long-term leases?
What is the importance of tenant’s audit rights?
• Hear how vacancies and historically incorrect gross-up
adjustments are serving to:
– Overcharge in-place tenants
– Understate landlord’s NOI
– Understate management costs and taxes for base years
• Learn how “green leases” and “green buildings” are leading
to the development of new profit centers for landlords –
new “green maintenance” laws
• Find out how REITs are shifting corporate office costs to
building tenants via allocations at an unprecedented rate.
How is this impacting tenants?
• Understand how new insurance products are being used
to transform lease structure
• Letters of credit – don’t get surprised later by the “fine print”!
NYC, BOS, CLE, COL, PHI, PITT, MECH, NB & WEB:
Gerald R. Uram, John Busey Wood
CHI: James F. Whalen
3:45 Networking Break
4:00
Ethical Gaps, Mishaps and Traps in Real Estate Practice
• Engagement letter gap
– Scope creep
– Later transactional conflicts
• Conflicts issues arising from outside counsel’s dealings
with in-house counsel acting as owner/officer of property
management company, and independent counsel versus
in-house counsel acting as a party to the transaction
• Virtual office, multijurisdictional practice/unauthorized practice
concerns/confidentiality problems
• Bottom line for attendees: what is my practical procedural
strategic plan to deal with conflicts, keep the fee and
keep the client?
• Practical ethical and civility conduct tips for
negotiating transactions
NYC, BOS, CLE, COL, PHI, PITT, MECH, NB & WEB:
Robert J. Bergson, Michael E. Meyer, Gerald R. Uram,
John Busey Wood
CHI: Mary F. Andreoni
5:00 Adjourn
Day Two:
9:00 a.m. – 4:30 p.m.
Morning Session: 9:00 a.m. – 12:45 p.m.
9:00
Challenges in Building Today’s Tenant Improvements
• Practice tip! High value property – selling pieces of the
property – future condominium declaration
• Hot topic – later creation of multiple superior interests
and impact on expansion and option rights
• Timeline of creation of interests – impairment of rights –
securing the landlord work/$
• Negotiations of the SNDRA – “R” is for full recognition –
deal with the lender in beginning – abatements and credits
for landlord’s work funded by tenant loan!
• Purchase extensions and options may not work after conversion
• Bring the lender and security interest holders to the table first –
secure the landlord’s work funding and related rental
credits/abatements – hot topic – loss of abatements
and offset protections
• Owner in workout will not fund TI or brokerage commission –
tenant the “equity investor”
NYC, BOS, CLE, COL, PHI, PITT, MECH, NB & WEB:
Neil Kessner, Michael E. Meyer, John Busey Wood
CHI: Robert L. Fernandez
10:00
Remedies, and Complex Real Estate Issues:
Arbitration vs. Litigation
A. Remedies
• Specific performance
• Mandatory and effective mediation
• Self-help
• Offset rights that work
• Perils of the eviction process
• Acceleration of all rentals and costs – the “value of
the premises” adjustment
• Payments in lieu of rent during disputes as a “condition”
to continued occupancy
B. Arbitration vs. Litigation
• Costs of litigation and discovery as well as absence of cases
or judgments
• Establishing minimum qualifications for arbitrators in arbitration
provisions and selection process
• Hot topics – current increase in “baseball panel arbitration”
• Use of advocate arbitrators – use of one neutral or three neutrals
• Impairing and invalidating the award
• Compartmentalize the process – surgical arbitration for a
clause only
• Creation of the arbitration forum – drafting good and bad clauses
• Practice tip: hidden issues in fair value market determinations
NYC, BOS, CLE, COL, PHI, PITT, MECH, NB & WEB:
Michael A. Marra, Luis M. Martinez, Michael E. Meyer,
Elizabeth J. Shampnoi, John Busey Wood
CHI: Eric A. Oesterle, David Siegel
11:30 Networking Break
11:45
Dealing with Large Hidden “Big Ticket” Items
• Triggered violations from deferred but enacted laws on
filing of plans and demolition
• Costs included in CAM and operating expenses/capital
disbursements – landlord build to suit but no cash and
“under supervision” – how to protect the “turnkey”
• Negotiating “work/TI” funding/completion rights with the lender
for “recognition of landlord’s work abatements and credits” –
future “delivery space” TI funding
• Current failure to analyze and assure the “attached sketch” –
compliance, use, repair obligations and “the missing
terrace! . . . the added building systems!”
• Sprinklers, electric meters and VAV boxes – analyzing landlord’s
“base building” inclusions
• Mock negotiation
NYC, BOS, CLE, COL, PHI, PITT, MECH, NB & WEB:
Michael E. Meyer, John Busey Wood
CHI: TBD
12:45 Lunch
Afternoon Session: 1:45 p.m. – 4:30 p.m.
1:45
Hot Issues in Retail Leasing in the Current Environment
• Use clauses and tradenames
• Exclusive use rights
• Opening and operating covenants
• Co-tenancy rights
• Assignment and subletting
• New issues facing landlords and tenants in the current
retail environment
• Use of “pop-up occupancies” in malls – impact of
“temp operating agreements”
• When the co-tenancy and “kick-out” for low gross sales
needs confirmation – problems of enforcement
• Early delivery and opening agreements while lease
is being negotiated
• Luxury retail leases
• Digital marketing and Point of Sale (POS) systems
NYC, BOS, CLE, COL, PHI, PITT, MECH, NB & WEB:
Theani C. Louskos, M. Rosie Rees
CHI: Ira Fierstein, M. Rosie Rees
3:15 Networking Break
3:30
Issues Surrounding Insurance and Damage and Destruction
• Effect of the financial crisis on insurance
• Who insures the insurer?
• Coverage of catastrophic risks – coordinating the insurers
• What the landlord needs and what the tenant needs
• ACORD forms now truly worthless! Use of binders?
NYC, BOS, CLE, COL, PHI, PITT, MECH, NB & WEB:
Christine Chipurnoi, James A. Fenniman
CHI: Arthur E. Pape
4:30 Adjourn
Please plan to arrive with enough time to register before the conference begins.
A networking breakfast will be available upon your arrival.
FACULTY
NEW YORK CITY, GROUPCAST LOCATIONS AND LIVE WEBCAST
Co-Chairs:
John Busey Wood
Akerman LLP
New York City
Robert J. Bergson
Abrams Garfinkel Margolis
Bergson, LLP
New York City
Pamela Caruso
Senior Vice President Real Estate Counsel
Vornado Realty Trust
New York City
Christine Chipurnoi
Senior Vice President
Wells Fargo Insurance Services
USA, Inc.
New York City
Nancy Ann Connery
Schoeman Updike Kaufman
Stern & Ascher LLP
New York City
Michael E. Meyer
DLA Piper
Los Angeles
James A. Fenniman
Executive Vice President
Bollinger, Inc.
New York City
Neil Kessner
Executive Vice President,
General Counsel Real Property
SL Green Realty Corp.
New York City
Meyer Last
Fried, Frank, Harris, Shriver &
Jacobson LLP
New York City
Theani C. Louskos
Bartko, Zankel, Bunzel & Miller
San Francisco
Michael A. Marra
Vice President
American Arbitration Association
Philadelphia
Luis M. Martinez
Vice President
American Arbitration Association
International Centre for
Dispute Resolution
New York City
M. Rosie Rees
Pircher, Nichols & Meeks
Chicago
Elizabeth J. Shampnoi
Director, Dispute Advisory &
Forensic Services
Stout Risius Ross, Inc.
New York City
Gerald R. Uram
Davis & Gilbert LLP
New York City
M. Christine Graff
Winston & Strawn LLP
Chicago
Thomas C. Homburger
K&L Gates LLP
Chicago
Eric A. Oesterle
Miller Shakman & Beem LLP
Chicago
Nancy M. Olson
Skadden, Arps, Slate, Meagher &
Flom LLP & Affiliates
Chicago
Arthur E. Pape
The Pape Law Firm
Wheaton, Illinois
Michael D. Rechtin, Jr.
Quarles & Brady LLP
Chicago
M. Rosie Rees
Pircher, Nichols & Meeks
Chicago
David Siegel
Sidley Austin LLP
Chicago
James F. Whalen
Executive Vice President
CBRE, Inc.
Chicago
CHICAGO
Chair:
Patrick G. Moran
Dentons US LLP
Chicago
Mary F. Andreoni
Ethics Education Counsel
Attorney Registration and
Disciplinary Commission
Chicago
Robert L. Fernandez
Dentons US LLP
Chicago
Ira Fierstein
Seyfarth Shaw LLP
Chicago
Ellen Friedler
Strategic Leasing
Law Group, LLP
Chicago
Program Attorney: Meghan K. Carney
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Save the Dates – Upcoming 2014 Seminars!
16th Annual Commercial Real Estate Institute
Chicago, October 27-28, 2014 • San Francisco, November 6-7, 2014 • New York City, November 20-21, 2014
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