It is a common play in real estate to create a separate operating entity to serve as a tenant and execute a lease between the owner of the property and himself. Typically, this happens in assets which serve as a real estate-based business, such as a retail property. The structured enables the operator to reduce the taxable income of the business and also provide a liability shield for the property owner. However, this arrangement can easily lead to some ethical issues, should the property owner become distressed. Where is the line between a savvy real estate strategy and unethical behavior? This webinar presents practice pointers on how to use the ABA Model Rules as a guide to navigating ethical issues in Insider Lease Agreements. Model Rules addressed include those that govern the client-lawyer relationship (Rule 1.7: Conflict of Interest: Current Clients); those that speak to the need for candor toward the tribunal and fairness to an opposing party and counsel (Rule 3.3 through 3.4); and the necessity for truthfulness in statements to others and issues surrounding unrepresented persons (i.e. Rule 4.3). Part of the webinar series: ETHICAL ISSUES IN REAL ESTATE-BASED BANKRUPTCIES 2022 See more at https://www.financialpoise.com/webinars/

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The material in this webinar is for informational purposes only. It should not be considered
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5. Meet the Faculty
MODERATOR:
David Levy - Keen-Summit Capital Partners and Summit Investment Management
PANELISTS:
Matthew Christensen, Managing Member - Johnson May
Robert “Bob” E. Richards, Partner - Dentons
Roger “Biff” Ruttenberg, Principal - Atlas Partners
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6. About This Webinar: Insider Lease Agreements
It is a common play in real estate to create a separate operating entity to serve as a tenant and execute a
lease between the owner of the property and himself. Typically, this happens in assets which serve as a
real estate-based business, such as a retail property. The structured enables the operator to reduce the
taxable income of the business and also provide a liability shield for the property owner.
However, this arrangement can easily lead to some ethical issues, should the property owner become
distressed. Where is the line between a savvy real estate strategy and unethical behavior? This webinar
presents practice pointers on how to use the ABA Model Rules as a guide to navigating ethical issues in
Insider Lease Agreements. Model Rules addressed may include those that govern the client-lawyer
relationship (Rule 1.1 through 1.3); those that speak to the need for candor toward the tribunal and
fairness to an opposing party and counsel (Rule 3.3 through 3.4); and the necessity for truthfulness in
statements to others and issues surrounding unrepresented persons (i.e. Rule 4.1 through 4.3).
6

7. About This Series
Ethical Issues in Real Estate-Based Bankruptcies
It does not take a complex corporate chapter 11 bankruptcy to encounter serious ethical issues that must
be confronted in a case. In fact, the relative simplicity of real estate-based bankruptcies, some of the
most common matters filed, shine the light on all of the main case details, bringing increased scrutiny to
all of the debtor’s actions and decisions. As an attorney, you are your client’s advocate and need to
navigate the waters to provide effective counsel while playing within rules—but where is the line on
unethical actions? In this series we tackle some common ethical scenarios that present themselves in
real estate-focused bankruptcies frequently, including matters related to valuing assets, insider lease
agreements, and Single Asset Real Estate (SARE) cases and take a deep dive into how we can use the
ABA Model Rules of Professional Conduct to help guide legal practitioners through challenging ethical
situations.
Each Financial Poise Webinar is delivered in Plain English, understandable to investors, business owners, and
executives without much background in these areas, yet is of primary value to attorneys, accountants, and other
seasoned professionals. Each episode brings you into engaging, sometimes humorous, conversations designed to
entertain as it teaches. Each episode in the series is designed to be viewed independently of the other episodes so that
participants will enhance their knowledge of this area whether they attend one, some, or all episodes.
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8. Episodes in this Series
#1: Valuing Real Estate Assets
Premiere date: 1/25/22
#2: Insider Lease Agreements
Premiere date: 2/22/22
#3: Single Asset Real Estate Cases
Premiere date: 3/22/22
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9. Episode #2
Insider Lease Agreements
9

10. What Are Ethics?
Webster: (noun) The discipline dealing with what is good and bad and with moral duty and
obligation; The principles of conduct governing an individual or a group; A guiding philosophy;
A set of moral issues or aspects (such as rightness)
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11. Legal Ethics
The American Bar Association (ABA) Model Rules of Professional Conduct were adopted by
the ABA House of Delegates in 1983. They supply the general ethical rules which govern the
practice of law which have been adopted by most states and jurisdictions.
A number of the Model Rules are implicated in bankruptcy cases (as they are in litigation in
general). Examples include the lawyer’s duty to bring meritorious claims, to be truthful with
the Court (and not withhold information relating to criminal or fraudulent enterprises), to be fair
to opposing party/counsel, to refrain from engaging in conduct which would disrupt a
proceeding or seek to exert undue influence on any Judge or party, and to be truthful in
statements to the Court and to others.
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12. Model Rules of Professional Conduct
Rule 1.7: Conflict of Interest: Current Clients
Rule 3.3: Candor Toward the Tribunal
Rule 4.3: Dealing with Unrepresented Person
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13. Applicable Bankruptcy Code
• Bankruptcy Code Section 327- Employing Professionals
• Bankruptcy Code Section 101(14) – Disinterested Person
• Bankruptcy Rule 365 – Ability to Reject Lease
• Bankruptcy Rule 2014- Application For And Order of Employment
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14. Non-Statutory Insider Tests
• “Closeness” approach, which considers “whether there is a close relationship [between debtor and
creditor] and ... anything other than closeness to suggest that any transactions were not conducted at
arm’s length.” See, e.g., Schubert v. Lucent Techs. Inc. (In re Winstar Commc’ns Inc.), 554 F.3d 382,
396-97 (3d Cir. 2009).
• “Control” approach, which considers whether the alleged insider exercised “sufficient authority over
the debtor so as to unqualifiably dictate corporate policy and disposition of corporate assets.” See,
e.g., Butler v. David Shaw Inc., 72 F.3d 437, 443 (4th Cir. 1996)
• “Similarity” approach, which examines whether the “the alleged insider holds a position substantially
similar to the position specified in [§ 101(31)].” See, e.g., In re Longview Aluminum LLC, 657 F.3d
507, 509 (7th Cir. 2011).
• See also, Ahlgren v. Johnson (In re Mcm, Inc.), 2020 WL 6877443 (Bankr. D. N.D., 2020)
14

15. What Roles do Leases Play in Bankruptcy Cases
•Income to debtor
•Business operations footprint, particularly in retail
•Obligation of debtor
•Plan of reorganization
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16. Sides of the Matter
a. Debtor: Are the leases an asset or burden to the business?
b. Lender: Do non-strategic leases have any value if sold? Does rationalizing store lead
to a viable restructuring plan?
c. Judge: Is the debtor taking any actions that are preferential to some creditors versus
others? Issues between insider relationship between landlords and debtor must be
identified and resolved.
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17. Ethical Situation Case Studies
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18. In re Scott Acquisition Corp.
Scotty's, Inc. is the wholly-owned subsidiary of Scott Acquisition Corp. Prior to their bankruptcy, Scotty's,
Inc. and Scott Acquisition Corp. (collectively, the “Debtors”) were retailers of building materials and home
improvement products for the “do it yourself” home improvement market. The defendants were the
individual officers and directors of Scotty's, Inc. (“Scotty's”). The complaint alleges the defendants'
misconduct as follows. Scotty's entered into a Loan and Security Agreement with Congress Financial
Corporation (“Congress”). Under that agreement, Congress loaned Scotty's certain sums of money and
took a security interest in substantially all of the Debtors' property. Scotty's, however, was unable to make
the required loan payments. As a result, Scotty's and Congress made various amendments to the loan
agreement. During negotiations relating to the loan, Congress expressed its desire to have Scotty's divest
itself of its real estate holdings and pay down the amounts owed to Congress. This would not only reduce
the amount owed to Congress, but would also allow inventory to be the sole focus of Congress' security
interest. Having inventory as the only collateral would allow Congress with a quick exit strategy—payment
on a potential Scotty's liquidation.
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19. In re Scott Acquisition Corp.
As such, Scotty's began divesting itself of its real estate holdings on a sale-and-leaseback basis. Some
properties were sold to independent third parties. Others, however, were sold to entities controlled by
certain of the defendants. These insider defendants, through the controlled entities, paid less than fair
market value for Scotty's choice real estate. In return, Scotty's received no more favorable treatment on
the terms of the leases than it would have with third parties. Throughout, Scotty's failed to solicit and
consider third party offers for the purchase of its choice real estate. For some properties, Scotty’s had
recent appraisals. For other properties, the appraisals were from the original financing. Further, Scotty's
failed to seek any independent consideration or review of these insider sale-and-leaseback transactions.
Accordingly, the complaint alleges that the defendants, the officers and directors of Scotty's, breached
their fiduciary duties of care and loyalty in several respects. The complaint also alleges that the
defendants had knowledge and rendered substantial assistance with regard to one another's breaches of
fiduciary duties.
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20. In re Scott Acquisition Corp. (cont’d)
Defined Terms:
Insider: An insider is a person or business that’s in a close relationship with a debtor (the
person filing for bankruptcy), including relatives, any partnership in which the debtor is a
general partner, any general partner of the debtor or any corporation in which the debtor is a
director, officer, or person in control. A variety of tests can be used to determine an insider
relationship include closeness, similarity, and control.
Leasehold Interest: Claim or right to enjoy the exclusive possession and use of an asset or
property for a stated definite period, as created by a written lease. A long-term lease interest
is a valuable asset in its own right which can be traded or mortgaged as a physical asset.
Model Rule: Rule 1.7: Conflict of Interest: Current Clients
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21. In re Edgewater Medical Center
Background: Chapter 11 debtor-in-possession brought adversary proceeding against its
landlord and their common principal to set aside alleged fraudulent transfers and to recover
on breach of contract, breach of fiduciary duty and other theories. The Bankruptcy Court held
that:
1. No “transfer” of interest of the debtor in property occurred, of kind potentially subject to
avoidance, upon expiration of debtor's purchase option under lease;
2. Debtor failed to show that it was insolvent or rendered insolvent by challenged rent
payments;
3. Landlord breached covenant of good faith and fair dealing;
21

22. In re Edgewater Medical Center (cont’d)
4. Debtor's chief executive officer (CEO) breached his fiduciary duties in allegedly obtaining
inflated appraisals of leased property that debtor had option to purchase at its appraised
value, so as to ensure that debtor would not exercise this purchase option, and that lessor,
another corporation that CEO controlled, would continue to collect allegedly exorbitant rent;
5. Debtor was entitled to specific performance of option, as well as return of rent;
6. Punitive damages were warranted; and
7. Doubts about whether debtor was prevailing party counseled against attorney fee award.
Are there ethical implications of this lease arrangement? Is this shady or shrewd?
22

23. In re Edgewater Medical Center (cont’d)
Definitions:
Executory Contract: Contract between a debtor and another party under which both sides still
have important performance remaining. Such agreements may be rejected in the bankruptcy.
A lease is considered an executory contract.
Preferential Payment: When a company in trouble has made or elects to make payments to
on creditor ahead of others without a sound reason to do so other than following the personal
preferences of the Directors.
23

24. In Re: 148 South Emerson Partners, LLC v. 148
South Emerson Associates, LLC
Appellate Division of the Supreme Court of New York, Second Department, January 24, 2018
Four business partners formed a company to operate a restaurant (“Emerson Associates”)
and a separate company to own and lease to Emerson Associates the property at which the
restaurant operated (“Emerson Partners”). Years later, three of the partners holding a
combined 75% of the interests of Emerson Partners, voted to evict Emerson Associates from
the property, which the fourth dissenting partner opposed. The dissenting partner presented a
lease that he argued governed the landlord-tenant relationship between Emerson Partners
and Emerson Associates. However, the lease was undated and the signatories on behalf of
Emerson Partners and Emerson Associates were not identified. the dissenting partner
provided no evidence that the lease was ever presented to three partner group or even any
correspondence regarding the lease existed.
24

25. In Re: 148 South Emerson Partners, LLC v. 148
South Emerson Associates, LLC (cont’d)
Further, while Emerson Associates paid rent and real estate taxes and liability insurance for
the property, as well as constructed $1 million in improvements to the property, the dissenting
partner could not provide evidence that such payments were made pursuant to the lease (the
terms of the lease did not match) or that Emerson Partners knew it was accepting payments
pursuant to a lease. The court thus determined that no valid lease existed between Emerson
Partners and Emerson Associates.
25

26. In Re: 148 South Emerson Partners, LLC v. 148
South Emerson Associates, LLC (cont’d)
Definition
Plan of Reorganization: The plan of reorganization outlines how the debtor will reorganize its
business, administer its assets, make distributions to creditors and emerge from bankruptcy.
In order to move forward with the plan of reorganization, it must be voted on by the various
classes of creditors, satisfy the specific dictates of the Bankruptcy Code, and be confirmed by
the Bankruptcy Court.
Model Rule:
Rule 4.3: Dealing with Unrepresented Person
26

27. Personal Touch Holding Corp. v. Felix Glaubach,
D.D.S., Delaware Chancery Court, February 25, 2019
Defendant, president of plaintiff Personal Touch Holding Corp., purchased a building that the
plaintiff was interested in acquiring as office space. The court found that the defendant had
violated his duty of loyalty to the plaintiff because the plaintiff was able to afford the building,
there was a clear expectation that the plaintiff would purchase it, the purchase was within the
plaintiff’s line of business, and the defendant’s actions were harmful to the plaintiff. The
plaintiff was awarded damages in the amount of the difference between the value of the
building at the time of the defendant’s purchase and the value of the building at the time of the
trial.
27

28. Personal Touch Holding Corp. v. Felix Glaubach,
D.D.S., Delaware Chancery Court, February 25, 2019
In the same case, the defendant also leased a building to the plaintiff that was owned by an
entity 50% owned by the defendant and 50% by the defendant’s partner (the “SPE”). The
defendant signed a five-year lease on behalf of the plaintiff for the building at a rent that was
above market by a total of $1,270,000. The defendant’s partner signed the lease on behalf of
the SPE and set the above-market rental rate. The court found the lease to be self-dealing by
the defendant and the defendant’s partner and ordered the defendant to pay half of the
above-market rent. Even though the defendant did not set the above-market rental rate, the
court found that the defendant violated his duty of loyalty to the plaintiff because the
transaction was unfair, regardless of whether the defendant acted in subjective good faith.
Are there ethical implications of this valuation method? Is this clever or cagey?
Model Rule:
Rule 3.3: Candor Toward the Tribunal
28

29. Applicable Bankruptcy Code Sections
Bankruptcy Code Section 327
(a) Except as otherwise provided in this section, the trustee, with the court’s approval, may employ
one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do
not hold or represent an interest adverse to the estate, and that are disinterested persons, to
represent or assist the trustee in carrying out the trustee’s duties under this title.
Bankruptcy Code Section 101(14)
The term “disinterested person” means a person that— (A) is not a creditor, an equity security
holder, or an insider; (B) is not and was not, within 2 years before the date of the filing of the
petition, a director, officer, or employee of the debtor; and (C) does not have an interest materially
adverse to the interest of the estate or of any class of creditors or equity security holders, by
reason of any direct or indirect relationship to, connection with, or interest in, the debtor, or for any
other reason.
29

30. Applicable Bankruptcy Code Sections (cont’d)
Bankruptcy Code Section 365
Bankruptcy Code §365(a) provides that "the trustee, subject to the court's approval, may assume or reject any executory
contract or unexpired lease of the debtor."
Bankruptcy Rule 2014:
(a) APPLICATION FOR AND ORDER OF EMPLOYMENT. An order approving the employment of attorneys,
accountants, appraisers, auctioneers, agents, or other professionals pursuant to §327, §1103, or §1114 of the Code shall
be made only on application of the trustee or committee. The application shall be filed and, unless the case is a chapter 9
municipality case, a copy of the application shall be transmitted by the applicant to the United States trustee. The
application shall state the specific facts showing the necessity for the employment, the name of the person to be
employed, the reasons for the selection, the professional services to be rendered, any proposed arrangement for
compensation, and, to the best of the applicant's knowledge, all of the person's connections with the debtor, creditors,
any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed
in the office of the United States trustee. The application shall be accompanied by a verified statement of the person to
be employed setting forth the person's connections with the debtor, creditors, any other party in interest, their respective
attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee.
30

31. Model Rules Defined
Rule 1.7: Conflict of Interest: Current Clients
(a) Except as provided in paragraph (b), a lawyer shall not represent a client if the
representation involves a concurrent conflict of interest.
A concurrent conflict of interest exists if:
(1) the representation of one client will be directly adverse to another client; or
(2) there is a significant risk that the representation of one or more clients will be materially
limited by the lawyer's responsibilities to another client, a former client or a third person or by
a personal interest of the lawyer.
31

32. Model Rules Defined (cont’d)
Rule 1.7: Conflict of Interest: Current Clients (cont’d)
(b) Notwithstanding the existence of a concurrent conflict of interest under paragraph (a), a
lawyer may represent a client if:
(1) the lawyer reasonably believes that the lawyer will be able to provide competent and
diligent representation to each affected client;
(2) the representation is not prohibited by law;
(3) the representation does not involve the assertion of a claim by one client against another
client represented by the lawyer in the same litigation or other proceeding before a tribunal;
and
(4) each affected client gives informed consent, confirmed in writing.
32

33. Model Rules Defined (cont’d)
Rule 3.3: Candor Toward the Tribunal
Advocate
(a) A lawyer shall not knowingly:
(1) make a false statement of fact or law to a tribunal or fail to correct a false statement of
material fact or law previously made to the tribunal by the lawyer;
(2) fail to disclose to the tribunal legal authority in the controlling jurisdiction known to the
lawyer to be directly adverse to the position of the client and not disclosed by opposing
counsel; or
33

34. Model Rules Defined (cont’d)
Rule 3.3: Candor Toward the Tribunal (cont’d)
(3) offer evidence that the lawyer knows to be false. If a lawyer, the lawyer’s client, or a witness called by the lawyer, has
offered material evidence and the lawyer comes to know of its falsity, the lawyer shall take reasonable remedial
measures, including, if necessary, disclosure to the tribunal. A lawyer may refuse to offer evidence, other than the
testimony of a defendant in a criminal matter, that the lawyer reasonably believes is false.
(b) A lawyer who represents a client in an adjudicative proceeding and who knows that a person intends to engage, is
engaging or has engaged in criminal or fraudulent conduct related to the proceeding shall take reasonable remedial
measures, including, if necessary, disclosure to the tribunal.
(c) The duties stated in paragraphs (a) and (b) continue to the conclusion of the proceeding, and apply even if
compliance requires disclosure of information otherwise protected by Rule 1.6.
(d) In an ex parte proceeding, a lawyer shall inform the tribunal of all material facts known to the lawyer that will enable
the tribunal to make an informed decision, whether or not the facts are adverse.
34

35. Model Rules Defined (cont’d)
Rule 4.3: Dealing with Unrepresented Person
In dealing on behalf of a client with a person who is not represented by counsel, a lawyer
shall not state or imply that the lawyer is disinterested. When the lawyer knows or reasonably
should know that the unrepresented person misunderstands the lawyer’s role in the matter,
the lawyer shall make reasonable efforts to correct the misunderstanding. The lawyer shall
not give legal advice to an unrepresented person, other than the advice to secure counsel, if
the lawyer knows or reasonably should know that the interests of such a person are or have a
reasonable possibility of being in conflict with the interests of the client.
35

36. About the Faculty
36

37. About The Faculty
David Levy – dlevy@keen-summit.com
David is head of the Keen-Summit Capital Partners and Summit Investment Management Chicago
office. He responsible for all aspects of business development and execution in connection with the
company’s distressed debt acquisitions and opportunistic credit transactions, plus real estate
brokerage and auction, investment banking, and lease modification and restructuring services.
David has more than 13 years’ experience in real estate advisory and transaction experience, with
particular expertise in workout, bankruptcy, and other special situations. David holds both the
Certified Commercial Investment Member (CCIM) and Certified Auctioneers Institute (CAI)
designations, making one of fewer than fifty professionals in the United States to hold both. He is a
frequent speaker and moderator on real estate restructuring programs, a member of the
Turnaround Management Association Chicago/Midwest Board of Directors, and has held various
leadership roles on the American Bankruptcy Institute Real Estate Committee.
37

38. About The Faculty
Matthew T. Christensen- mtc@johnsonmaylaw.com
Matt Christensen joined Angstman Johnson (now known as Johnson May) in 2008 as an
associate attorney. Now the managing partner of the firm, Matt has a civil litigation practice
involving commercial law (finance and secured transactions), bankruptcy, real property, and
business matters. He also has a transactional practice involving real estate, finance and
business matters. Matt frequently represents bankruptcy trustees and other fiduciaries in
recovering assets and administering estates. In addition to practicing law, Matt is an adjunct
professor at the University of Idaho College of Law. Matt earned his J.D. and LL.M in
International and Comparative Law degrees from Duke University School of Law in 2005. In
addition to practicing law and teaching, Matt also enjoys spending as much time as possible
with his wife, five children and one grandchild and expanding his ever-growing library of
books.
38

39. About The Faculty
Robert Richards – robert.richards@dentons.com
Bob Richards is chair of Dentons' Global and US Restructuring, Insolvency and Bankruptcy
practice groups and practices in the areas of bankruptcy and insolvency-related transactions
and litigation. His practice includes Chapter 11 representations, distressed asset acquisitions,
distressed loan purchases and foreclosure sales, and out of court transactions and transaction
structuring.
39

40. About The Faculty
Biff Ruttenberg – biff@atlaspartners.com
Biff Ruttenberg has 51 years of retail development, redevelopment, management, and leasing
experience. His real estate background, including mortgage banking, construction, real estate brokerage
and lending experience, has contributed to Mr. Ruttenberg’s years of successful business projects and
relationships. He holds a BA from the University of Pennsylvania and an MBA from the Kellogg Graduate
School of Management at Northwestern University. He is the president of Atlas Partners, LLC, a real
estate services firm focusing on consulting to asset-based lenders, institutions and other users of
commercial space. It specializes in workouts, turnarounds, dispositions, and maximizing the value of
difficult properties. The company’s registered slogan is “The real estate department for companies that do
not want to be in the real estate business…but are.”®. Affiliates of Atlas Partners also acquire distressed
debt and operating businesses. Mr. Ruttenberg is also the president of Lakewest Equity, Inc., a Chicago-
based developer and owner of retail properties and his has holdings in Illinois and five other states.
Affiliates of Lakewest Equity also invest with other developers as an equity partner.
40

41. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
premiere, or if you are watching this webinar On Demand, please do not hesitate to email us
at info@financialpoise.com with any questions or comments you may have. Please include
the name of the webinar in your email and we will do our best to provide a timely response.
IMPORTANT NOTE: The material in this presentation is for general educational purposes
only. It has been prepared primarily for attorneys and accountants for use in the pursuit of
their continuing legal education and continuing professional education.
41

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46. About Financial Poise
46
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