Details

This course picks up from and is a sequel to the Real Estate Transactions Class and addresses, on a linear and process-oriented basis, the various steps associated with acquiring, developing, leasing and disposing of commercial real estate, from the perspective of real estate counsel to an institutional or private real estate entrepreneur. More specifically, the course will address: (1) the preparation and negotiation of purchase contracts relating to various specific property types, including vacant land, multi-family residential, office, retail, industrial and hotel properties (2) the planning and orchestration of due diligence with respect to the above, and the unique due diligence issues associated with various property types (3) the development and re-development of commercial real estate, with an emphasis on the negotiation and structuring of contractual relationships between owners and the various operative service providers, including contractors, construction managers, architects and engineers (4) the leasing of commercial real estate, with an analysis of the generic issues associated with commercial leasing as well as the specific nuances associated with the various property types (5) the creation and negotiation of equity capital structures utilized in real estate projects, with particular attention to the structuring of joint ventures and the negotiation of the governance of economic allocation provisions of such agreements (6) the disposition of commercial real estate, either via sales or other transfers in bulk, or partial asset dispositions, such as condominium sales. The course will also focus on the selection and utilization of various ownership and operating entities, both from the standpoint of liability management and tax planning, and will address certain sophisticated ownership structures such as REIT'S, and various forms of C and S corporations and limited liability companies. Finally, the course will address dispute resolution strategy in the real estate context, with attention paid to various forms of real estate litigation, the issues and strategies associated with such litigation, and the non-litigation ADR alternatives to which parties often commit disputes in the commercial real estate context. In lieu of a case book, the reading material will be contractual documents, articles and other handouts consisting of hypothetical "deal materials." The course will be taught as a 2-hour seminar in which students will participate both in "normal" give-and-take style, and at times in role playing exercises as the course proceeds through the stages of a real estate transaction. Evaluation. No final examination. Students will prepare two writing projects which will each constitute one or more "deal documents" and/or one or more practice-oriented client memoranda explaining deal documentation or recommending a course of action in connection with overall strategy or a deal gone awry. Students may earn a third credit by preparing a third writing project. The nature of writing in this class does meet graduation writing requirements. The professor will not undertake multiple draft submissions, so this class meets the one-draft graduation writing requirement, only. Grading in the course will be based on a combination of the quality of the paper(s) and class participation. Enrollment for the course is limited to 25 students. Teaching method: Seminar discussion and some role-playing and simulation. Prerequisites: The basic Real Estate Transactions Class is a prerequisite to this course. The course will not materially overlap with the Real Estate Finance or Land Use courses, neither of which courses will be a prerequisite to this course.