Anyone involved in the field of creditors rights on a matter involving an LLC that exists solely to hold the principal asset has surely seen the play where, the night before property is scheduled to be sold at a foreclosure auction, the debtor files bankruptcy. For those not familiar with the process, doing so invokes the “Automatic Stay”, which prohibits the secured lender from foreclosing on the property. The debtor then attempts to make their case to the court for reorganization. But is failing to pay your mortgage really something bankruptcy was meant to solve? If the bank was going to agree to a loan modification, wouldn’t the parities have worked something out by the time the sheriff sale was set? The bankruptcy code recognizes this and therefore has a section devoted to dealing with this specific kind of bankruptcy—the Single Asset Real Estate (“SARE”) case. The goal of this episode is to look into ethical issues surrounding these matters.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/single-asset-real-estate-cases-2020/
Insider Lease Agreements (Series: Ethical Issues in Real Estate-Based Bankrup...Financial Poise
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 structure enables the operator to reduce the taxable income of the business and also provide a liability shield for the property owner. This arrangement can lead to some ethical issues should the property owner become distressed. For example, is the lease amount above market and therefore being used to inflate the property valuation? Is rent actually being paid? Is there a proper lease in place or just an internal handshake? Attorneys need to understand the set-up in order to know what is in bounds and what is outside the lines. This webinar looks at this leasing structure and examines the issues that may arise.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/insider-lease-agreements-2020/
The webinar featured a discussion of the Supreme Court’s current docket and how it may impact securities professionals. It was jointly presented by Linda Coberly, former Supreme Court clerk and chair of the firm’s appellate and critical motions practice, and partner Jim Junewicz, who focuses on securities offerings, M&A, and corporate governance and frequently lectures on issues relating to capital markets. Participants received both general and Professional Responsibility CLE credit.
This unique program combined information about trends at the Court and specific cases of interest to business, including a discussion about what securities professionals can learn from those cases. Of particular interest was the Court’s recent decision in Omnicare, which provides explicit guidance for issuers preparing securities offering disclosure documents and periodic reports. Ms. Coberly was one of the lawyers representing Omnicare before the Supreme Court.
Can ATE be an ‘answer’ to a threatened security application? MLM 23Demi Edmunds
Matthew Williams answers the following question: After the event legal expenses insurance - can it be an ‘answer’ to a
threatened security application?
Arbitration in Insurance Coverage Disputes: Pluses and MinusesNationalUnderwriter
Arbitration in Insurance Coverage Disputes: Pluses and Minuses By Peter A. Halprin
Deciding whether to proceed with arbitration, either after the denial of a claim or when procuring the placement of a policy,requires an understanding of arbitration and its advantages and disadvantages. This article analyzes the perceived advantages and disadvantages of arbitration.
Policyholders may be surprised to find that their insurance policies contain an arbitration provision. Deciding whether to proceed with arbitration, either after the denial of a claim or when procuring the placement of a policy, requires an understanding of the advantages and disadvantages of arbitration.
Insider Lease Agreements (Series: Ethical Issues in Real Estate-Based Bankrup...Financial Poise
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 structure enables the operator to reduce the taxable income of the business and also provide a liability shield for the property owner. This arrangement can lead to some ethical issues should the property owner become distressed. For example, is the lease amount above market and therefore being used to inflate the property valuation? Is rent actually being paid? Is there a proper lease in place or just an internal handshake? Attorneys need to understand the set-up in order to know what is in bounds and what is outside the lines. This webinar looks at this leasing structure and examines the issues that may arise.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/insider-lease-agreements-2020/
The webinar featured a discussion of the Supreme Court’s current docket and how it may impact securities professionals. It was jointly presented by Linda Coberly, former Supreme Court clerk and chair of the firm’s appellate and critical motions practice, and partner Jim Junewicz, who focuses on securities offerings, M&A, and corporate governance and frequently lectures on issues relating to capital markets. Participants received both general and Professional Responsibility CLE credit.
This unique program combined information about trends at the Court and specific cases of interest to business, including a discussion about what securities professionals can learn from those cases. Of particular interest was the Court’s recent decision in Omnicare, which provides explicit guidance for issuers preparing securities offering disclosure documents and periodic reports. Ms. Coberly was one of the lawyers representing Omnicare before the Supreme Court.
Can ATE be an ‘answer’ to a threatened security application? MLM 23Demi Edmunds
Matthew Williams answers the following question: After the event legal expenses insurance - can it be an ‘answer’ to a
threatened security application?
Arbitration in Insurance Coverage Disputes: Pluses and MinusesNationalUnderwriter
Arbitration in Insurance Coverage Disputes: Pluses and Minuses By Peter A. Halprin
Deciding whether to proceed with arbitration, either after the denial of a claim or when procuring the placement of a policy,requires an understanding of arbitration and its advantages and disadvantages. This article analyzes the perceived advantages and disadvantages of arbitration.
Policyholders may be surprised to find that their insurance policies contain an arbitration provision. Deciding whether to proceed with arbitration, either after the denial of a claim or when procuring the placement of a policy, requires an understanding of the advantages and disadvantages of arbitration.
Home Inspector's Insurance & Risk Management - July 19, 2013Gerald Brunker
Home Inspector professional liability, general liability and other applicable insurances for home inspectors. Risk management tips and hints and home inspector claim information.
Defending Against Bankruptcy Avoidance Actions (Series: Complex Financial Lit...Financial Poise
In the event of a bankruptcy, the debtor or trustee may opt to take legal action in order to recover money or property that was transferred by the debtor prior to going bankrupt. These actions, whereby such transfers are effectively reversed, are referred to as “avoidance actions.” In this webinar, the expert panel discusses the applicable provisions of the Bankruptcy Code, common avoidance actions, and key considerations when planning for and defending against these actions.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/defending-against-bankruptcy-avoidance-actions-2020/
Everything you ever wanted to know about trustees: What does it mean to be a trustee? What are your responsibilities and liabilities? What makes a good trustee?
For more information, please visit us at www.givnerkaye.com
Know how to recognize and find solutions to valuing, managing, buying, and selling troubled real estate assets? After attending this forum you will have a good grip on the life cycle of a troubled asset and how you can recognize where business opportunities exist.
Listen as a banker, a broker and a property manager currently active in this market discuss such topics as:
• Identifying lender, broker, manager, and owner objectives.
• The cradle to grave story.
• The pitfalls of working the Troubled Asset Market.
• Identifying opportunities for yourself and your
clients.
• Where do REO listings reside?
• Get a feel for foreclosures and short sales.
• What is the sales hot button?
Learn the pros and cons of debt financing, equity financing, and hybrid financing to discover how an acquisition should be financed. Discover securities law issues in equity financing under Federal regulations and Louisiana law.
Valuing Real Estate Assets (Series: Ethical Issues in Real Estate-Based Bankr...Financial Poise
As the expression goes, the value of real estate is in the eye of the beholder. Ultimately, the value is whatever the market is willing to pay. While income producing properties, particularly with credit worthy tenants, may be fairly routine to value based on current rate of return demands in the market, non-income producing properties may be more speculative. For example, even the most seasoned appraiser may struggle with finding comparative sales for a property. A landowner might see their property value go up exponentially “if only” the city council will allow for a zoning variance. Many an owner believes their property is in the “path of progress”, but when? Is it reasonable to value a property “as stabilized” if it is only forty percent leased? These are the types of questions we will consider.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/valuing-real-estate-assets-2020/
Home Inspector's Insurance & Risk Management - July 19, 2013Gerald Brunker
Home Inspector professional liability, general liability and other applicable insurances for home inspectors. Risk management tips and hints and home inspector claim information.
Defending Against Bankruptcy Avoidance Actions (Series: Complex Financial Lit...Financial Poise
In the event of a bankruptcy, the debtor or trustee may opt to take legal action in order to recover money or property that was transferred by the debtor prior to going bankrupt. These actions, whereby such transfers are effectively reversed, are referred to as “avoidance actions.” In this webinar, the expert panel discusses the applicable provisions of the Bankruptcy Code, common avoidance actions, and key considerations when planning for and defending against these actions.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/defending-against-bankruptcy-avoidance-actions-2020/
Everything you ever wanted to know about trustees: What does it mean to be a trustee? What are your responsibilities and liabilities? What makes a good trustee?
For more information, please visit us at www.givnerkaye.com
Know how to recognize and find solutions to valuing, managing, buying, and selling troubled real estate assets? After attending this forum you will have a good grip on the life cycle of a troubled asset and how you can recognize where business opportunities exist.
Listen as a banker, a broker and a property manager currently active in this market discuss such topics as:
• Identifying lender, broker, manager, and owner objectives.
• The cradle to grave story.
• The pitfalls of working the Troubled Asset Market.
• Identifying opportunities for yourself and your
clients.
• Where do REO listings reside?
• Get a feel for foreclosures and short sales.
• What is the sales hot button?
Learn the pros and cons of debt financing, equity financing, and hybrid financing to discover how an acquisition should be financed. Discover securities law issues in equity financing under Federal regulations and Louisiana law.
Valuing Real Estate Assets (Series: Ethical Issues in Real Estate-Based Bankr...Financial Poise
As the expression goes, the value of real estate is in the eye of the beholder. Ultimately, the value is whatever the market is willing to pay. While income producing properties, particularly with credit worthy tenants, may be fairly routine to value based on current rate of return demands in the market, non-income producing properties may be more speculative. For example, even the most seasoned appraiser may struggle with finding comparative sales for a property. A landowner might see their property value go up exponentially “if only” the city council will allow for a zoning variance. Many an owner believes their property is in the “path of progress”, but when? Is it reasonable to value a property “as stabilized” if it is only forty percent leased? These are the types of questions we will consider.
To listen to this webinar on-demand, go to: https://www.financialpoise.com/financial-poise-webinars/valuing-real-estate-assets-2020/
Hot Off the Presses: Recent Cases & Decisions (Series: Legal Ethics - Best Pr...Financial Poise
This webinar is for the lawyer -or anyone else- who wants to brush up on the latest issues and strategies to be aware of regarding legal ethics and best practices. The panelists discuss recent and important case law in the area and explain how those decisions can have real-world impact on the situations you may be involved in. Among others, the panel will address the following Model Rules of Professional Conduct: Rule 1.7-Conflict of Interest: Current Clients; Rule 1.8-Conflict of Interest: Current Clients: Specific Rules; Rule 3.8 - Special Responsibilities of a Prosecutor; and Rule 4.4(a) Respect for Rights of Third Persons.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/recent-cases-decisions-2021/
LEGAL ETHICS – BEST PRACTICES 2022 - How to Avoid Malpractice & Disciplinary ...Financial Poise
This webinar presents basic practice pointers to avoid malpractice and disciplinary actions, and how to respond to claims of malpractice or unethical behavior if they arise. The panel also discusses the role that malpractice insurance plays in these situations and the ramifications of a malpractice judgment or disciplinary action. Model Rules addressed may include: those that govern the client-lawyer relationship (Rules 1.1 through 1.10; 1.13; and 1.16); those that that speak to transactions with persons other than clients (Rules 4.1 through 4.4); those that govern the responsibilities of managing and supervisory lawyers, subordinate lawyers, non-lawyer assistance, independence, unauthorized practice of law, and multijurisdictional practice (Rules 5.1 through 5.5); and those that govern communication, including advertising and solicitation of clients (Rules 7.1 through 7.5).
Part of the webinar series: LEGAL ETHICS – BEST PRACTICES 2022
See more at https://www.financialpoise.com/webinars/
The Federal Rules of Civil Procedure (Series: Newbie Litigator School)Financial Poise
This webinar provides an overview of the Federal Rules of Civil Procedure, with emphasis on recent changes and developments. By the end of the hour, the attendee will have a clear understanding of how a case is initiated, how defendants and issues are brought into the case, and the required pre-trial steps. We also touch on settlement procedure and trial practice. Join us to hear one of the cornerstone law school classes condensed into a brisk and engaging hour long discussion.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/the-federal-rules-of-civil-procedure-2020/
Single Asset Real Estate Cases (Series: Fairness Issues in Real Estate-Based ...Financial Poise
Anyone involved in the field of creditors rights on a matter involving an LLC that exists solely to hold the principal asset has surely seen the play where, the night before property is scheduled to be sold at a foreclosure auction, the debtor files bankruptcy. For those not familiar with the process, doing so invokes the “Automatic Stay”, which prohibits the secured lender from foreclosing on the property. The debtor then attempts to make their case to the court for reorganization.
But is failing to pay your mortgage really something bankruptcy was meant to solve? If the bank was going to agree to a loan modification, wouldn’t the parties have worked something out by the time the sheriff sale was set? The bankruptcy code recognizes this and therefore has a section devoted to dealing with this specific kind of bankruptcy—the Single Asset Real Estate (“SARE”) case. The goal of this episode is to look into ethical issues surrounding these matters.
To view the accompanying webinar, go to: https://www.financialpoise.com/financial-poise-webinars/single-asset-real-estate-cases-2021/
How to manage conflicting obligations during negotiations. Discusses ethical obligations owed by landmen to clients, employers, and others in the oil & gas industry and Texas attorneys.
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/
Insider Lease Agreements (Series: Fairness Issues in Real Estate-Based Bankru...Financial Poise
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.
This arrangement can lead to some ethical issues, should the property owner become distressed. For example, is the lease amount above market and therefore being used to inflate the property valuation? Is rent actually being paid? Is there a proper lease in place or just an internal handshake? Attorneys need to understand the set-up in order to know what is in bounds and what is outside the lines.
To view the accompanying webinar, go to:https://www.financialpoise.com/financial-poise-webinars/insider-lease-agreements-2021/
Show Me Your License and Registration: Reasons to be Concerned About In-House...RonaldJLevine
Show Me Your License and Registration: Reasons to be Concerned About In-House Bar Admissions
Greater New York Chapter of Association of Corporate Counsel’s Annual Ethics CLE Program
Collateral value is the foundation of all lending transactions, but even the most traditional valuation techniques require a blend of art science and require debtors and practitioners to incorporate their judgment. Where is the line between reasonable judgment and gaming the system to arrive at a valuation that skews the fact pattern to one party’s favor? This webinar presents practice pointers on how to use the ABA Model Rules as a guide to navigating ethical issues in real estate valuation. 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).
Part of the webinar series: Ethical Issues in Real Estate-Based Bankruptcies 2022
See more at https://www.financialpoise.com/webinars/
Lawyers often tell their clients that while they must prepare as if every case will go to trial, more than 90% of cases are resolved before trial. If a settlement is not reached, the resolution typically comes through the court ruling on a dispositive motion. This episode begins with a look at motions to dismiss, with focus on the still-developing Twombly-Iqbal standard, and how that standard is put into practice. We then discuss summary judgment motions. That discussion includes everything from making a summary judgment record to brief writing, to making a cross-motion for summary judgment. This webinar shines a light on what happens to the great percentage of cases that don’t make it to trial.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL- 101 PART I 2022
See more at https://www.financialpoise.com/webinars/
Similar to Single Asset Real Estate Cases (Series: Ethical Issues in Real Estate-Based Bankruptcies 2020) (20)
IP-301 POST-GRANT REVIEW TRIALS 2022 - Things to Consider Before You FileFinancial Poise
This segment will delve into considerations that come into play when filing or responding to post-grant review proceedings. These considerations include issues of real party in interest, timing, and substantive arguments.
Part of the webinar series: IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
This segment will discuss the statutory and procedural background of post-grant review proceedings. It will discuss the types of proceedings available and provide a high-level discussion of how the proceedings are conducted.
Part of the webinar series:
IP-301 POST-GRANT REVIEW TRIALS 2022
See more at https://www.financialpoise.com/webinars/
THE NUTS & BOLTS OF BANKRUPTCY LAW 2022: The Nuts & Bolts of a First Day HearingFinancial Poise
Even when a bankruptcy petition is the result of a soft-landing rather than a freefall, filing a chapter 11 petition is a disruptive event. To facilitate the debtor’s entry into chapter 11 with as little disruption as possible, first day motions are filed to ensure that a debtor-in-possession can minimize interruptions and continue operating its business in order to achieve its goals in chapter 11. This webinar provides an overview of the administrative and operational first day motions typically filed by chapter 11 debtors and the process for requesting a first day hearing, providing notice of the hearing, and ensuring that the hearing runs smoothly.
Part of the webinar series: THE NUTS & BOLTS OF BANKRUPTCY LAW 2022
See more at https://www.financialpoise.com/webinars/
RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022: Bad Debtor Owes Me Money!Financial Poise
Sometimes it begins when a client, tenant, or customer starts to slow-pay, with the result that your accounts receivable start to accrue gradually. Other times the issue presents itself more suddenly. Either way, you find your company owed a great deal of money that looks like it may not be collected because your client/tenant/customer has filed bankruptcy, has commenced an assignment for the benefit of creditors, has been put into receivership, or is otherwise just plain insolvent. What do you do? What should you not do? The topics discussed in this webinar include the pros and cons of putting a counterparty into involuntary bankruptcy; when and how you may be able to pursue third parties (like guarantors, directors, or officers) for the amount owed; risks related to preference attack; pros and cons of sitting on a “creditors’ committee” in a Chapter 11; how to negotiate for “critical vendor” protection in Chapter 11; and practical guidance for continuing to provide goods or services to an insolvent counterparty.
Part of the webinar series: RESTRUCTURING, INSOLVENCY & TROUBLED COMPANIES 2022
See more at https://www.financialpoise.com/webinars/
We’ve all long heard about writing practices to avoid, including run-on sentences, excessive passive voice, and nominalization. This webinar not only discusses how those habits can damage briefs, but also explores a key habit brief-writers should embrace: using strong, precise verbs, which are the engine of a persuasive sentence. Panelists also exchange views about finding the most persuasive voice and tone, as well as the right temperature for rhetoric.
Part of the webinar series: PERSUASIVE BRIEF WRITING 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022: Data Breach Response - Before and After...Financial Poise
You’ve received the dreaded call that your company has just suffered a data breach – what do you do next? Who do you call for help? What notification obligations do you have?
With proper preparation, you can mitigate the damage caused by this unfortunate event and put your business in a position to recover. Your company may have already implemented its information security program and identified the responsible parties, including applicable outside experts, to be contacted in the event of a breach. However, now you must call up your incident response team to investigate the extent of the breach, evaluate the possible damage to your company, and determine whether you must notify your clients, customers, or the public of the breach. This webinar will help prepare you to take action when the worst happens.
Part of the webinar series:
CYBER SECURITY and DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
CYBER SECURITY and DATA PRIVACY 2022_How to Build and Implement your Company'...Financial Poise
Data is one of your business’s most valuable assets and requires protection like any other asset. How can you protect your data from unauthorized access or inadvertent disclosure?
An information security program is designed to protect the confidentiality, integrity, and availability of your company’s data and information technology assets. Federal, state, or international law may also require your business to have an information security program in place.
This webinar will provide the basics of how to create and implement an information security program, beginning with identifying your incident response team, putting applicable insurance policies into place, and closing any gaps in the security of your data.
Part of the webinar series:
CYBERSECURITY & DATA PRIVACY 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 - Enforcement: Post-Judgment Procee...Financial Poise
Obtaining a final and enforceable judgment is often just the first phase of the civil litigation process; without effective enforcement and collection, a judgment is merely a piece of paper (or electronic docket entry). This webinar provides an overview of the technical, procedural and strategic considerations necessary to monetize judgments and make litigation worthwhile.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022 -Appellate Practice- 101 Financial Poise
When is an appeal permitted and when should you take one? What rules and procedures govern appellate practice and how can you best avoid technical and procedural mistakes. How are appellate briefs different from those filed with the trial court and what are some keys to making them successful? And how can you best prepare for appellate oral argument? This webinar explores these questions and more with a panel of experienced appellate litigators.
Part of the webinar series: NEWBIE LITIGATOR SCHOOL - 101 Part 3 2022
See more at https://www.financialpoise.com/webinars/
MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022: Learn How to Do Con...Financial Poise
There's creating content; then there's creating great content; and then there's creating great content that actually gets seen by the ideal audience. Each of those layers has its own unique challenges. In this webinar episode, we share insights from a variety of highly experienced content creators. Each panelist member provides their own unique spin on how to create great content that gets seen by the intended audience. By the completion of this episode, the audience member will have a clear and actionable plan on how to create outstanding content that meets their unique marketing needs.
Part of the webinar series: MARKETING TIPS FOR THE NEW (OR OLD!) BUSINESS OWNER 2022
See more at https://www.financialpoise.com/webinars/
CHAPTER 11 - INDUSTRY FOCUS 2022 - Focus on Oil and Gas Financial Poise
Although issues in oil and gas chapter 11 cases vary from case to case, there are, nonetheless, certain issues that tend to arise in most oil and gas cases. Among them: treatment of oil and gas leases, the payment of royalties, hedging agreements, and valuation. This webinar addresses such issues.
Part of the webinar series: CHAPTER 11 - INDUSTRY FOCUS 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Selling a Business Financial Poise
A Startup is the Founders’ baby - they dream it, created it and worked tirelessly to make it successful. Deciding it may be time to sell all or part is the easy part - acknowledging and addressing the financial and emotional issues can be challenging.
Negotiating with potential buyers or investors is time intensive, to say the least. Positioning a business for a value maximizing transaction requires planning. What professionals need to be engaged? How do the parties come to a valuation? What is the profile of the likely investor or buyer? These are just some of the questions this webinar addresses.
Part of the webinar series: BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
BUSINESS LAW REVIEW- 2022: Immigration Law for Business-101Financial Poise
A basic understanding of immigration law is critical to a vast array of businesses operating in today’s economy. Foreign employees and their sponsoring companies will navigate a complex maze in the attempt to achieve the desired goals of the employee maximizing their ability to provide services and value to the company. One of various determining factors as to which pathway to attempt is whether the goal is an immigrant visa (also known as a “green card”) which may ultimately allow lawful permanent residence in the United States or a non-immigrant visa. The need for foreign labor affects various industries and applies to large segments of skilled, unskilled and semi-skilled workers in jobs ranging from farm to seasonal to high-tech. This webinar explains what businesses need to know in the current environment as well as how political and globalization issues will affect immigration laws going forward.
Part of the webinar series:
BUSINESS LAW REVIEW- 2022
See more at https://www.financialpoise.com/webinars/
NEWBIE LITIGATOR SCHOOL - Part I 2022: Working With Experts Financial Poise
Expert witnesses are an integral part of modern commercial litigation. They can be used for everything from calculating damages to explaining software workflows to establishing industry standards. This webinar begins with an exploration of the common types of cases that call for use of expert testimony. From there, we discuss the rules governing experts, including expert disclosures, discovery, and expert depositions. We also discuss the Daubert standard for excluding expert testimony, and discuss how a successful Daubert motion may be brought. This hour will help you figure out when and how to hire your own expert, and will give you some ideas on how to challenge your opponent’s expert when the time comes.
Part of the webinar series:
NEWBIE LITIGATOR SCHOOL - Part I 2022
See more at https://www.financialpoise.com/webinars/
Executive compensation continues its movement towards performance pay as the standard. Compensation structures and proxy disclosures are more and more complex. Investors and proxy advisors continue to increase influence on compensation issues. This webinar examines executive compensation, including equity-based compensation plans and executive employment and severance agreements. The importance of disclosure, alignment of risk, and metrics is also examined. Practical guidance on pay-for-performance and supplemental pay definitions is provided. The panelists discuss the effect of the Dodd-Frank Act on executive compensation, including SEC regulations. Exchange rules are compared to applicable federal law. Best practices regarding executive compensation committees and regulatory requirements for those committees are examined. Shareholder advisory groups promulgate executive compensation related advisory policies for their institutional shareholder clients annually and these policies are also discussed. Issues regarding board composition and leadership structure issues are discussed in relation to executive compensation.
Part of the webinar series:
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2: Securities Law Comp...Financial Poise
The Securities and Exchange Commission has been entrusted with a significant corporate compliance regulatory function, which has been expanded by seminal legislation in the recent past such as the Sarbanes-Oxley (“SOX”) and Dodd-Frank Acts. This webinar discusses board fiduciary duties and the tension between state corporate law standards and federal law. Board composition, independence, structure and processes (including best practices in regard to committees) are analyzed. Specifically, director independence is discussed as is audit committees and related requirements, regulations and exemptions. NASDAQ and the NYSE also have similar requirements for director independence and those are also discussed. The webinar also covers disclosure matters related to SOX compliance, including timing and content of an issuer's periodic disclosures. Both the legal requirements and best practices related to disclosure procedures and internal controls under SOX are examined. Means of controlling the costs of SOX, especially for smaller public companies, are also discussed, including trends in the industry related to high regulatory compliance costs. Finally, the applicability and best practices for privately held companies and SOX are considered.
Part of the webinar series: CORPORATE REGULATORY COMPLIANCE BOOT CAMP 2022 - PART 2
See more at https://www.financialpoise.com/webinars/
The deal is complete, and the parties have finished the hard work. Or have they? Integration planning turns to execution as people, process, and technology are combined once the deal is legally closed. The buyer will need to consider the purchased business or assets from the standpoint of employees, IT, customers, suppliers, and a multitude of other areas. In addition, numerous post-closing legal issues may arise, including purchase price adjustments, breaches of representations and warranties, enforcement of key negative employment-related covenants and restrictive covenants, collection of pre-closing accounts receivable, and true-ups of final financials. This episode guides listeners through the process, timing, and issues which most commonly arise after the closing of deals.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Although every deal is different, understanding any purchase/sale agreement will help you understand other purchase sale agreements. Stated another way, most M&A documents include a similar set of sections and use a similar vocabulary. This episode explains specific, common provisions and discusses how buyers and sellers approach these provisions differently, particularly in light of situational differences (e.g. whether the assets being bought and sold are equity of a company or the assets of a company; whether the seller is going to cease to exists or not). Topics covered will include tax issues; corporate governance; closing conditions; representations and warranties; indemnification provisions; earn-outs; restrictive covenants; antitrust; intellectual property; and employment issues.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
Buying, selling, or merging a company typically follows a similar set of steps from deal to deal. The amount of time each step takes varies but the order of the steps is fairly uniform because the steps follow a certain logic: before the parties share meaningful information, they should sign a confidentiality agreement (a/k/a “non-disclosure agreement,” or “NDA”); once a baseline amount of information is known by the would-be buyer, it commonly presents a letter of intent or term sheet to the target or its owner, which serves as an outline for a deal but does not necessarily bind the parties to consummate the transaction; additional due diligence and the negotiation, drafting and signing of definitive documents comes next. The parties then obtain any needed regulatory and/or contractual third party approvals; followed by closing; and finally by post-closing tasks. This webinar will discuss all these steps from a macro perspective so that you can see the forest for the trees, but does not do a deep dive into any single topic. Think of this webinar as a road map or timeline for a typical deal.
Part of the webinar series:
M&A BOOT CAMP - 2022
See more at https://www.financialpoise.com/webinars/
CROWDFUNDING 2022 - Crowdfunding from the Investor's PerspectiveFinancial Poise
This webinar focuses on the opportunities that crowdfunding makes available to the investor, and how the investor should go about navigating this new world. We begin with a basic overview of the new regulatory regime, the requirements to invest, and the on-boarding process one should expect. We then dive deeper into the market opportunity, including how to access and select investments, and expectations investors should set for themselves and the projects they select. This is not intended to support any specific deal selection, but instead sheds a light upon the basic selection criteria available, the method to go about investing and what to avoid.
Part of the webinar series: Crowdfunding 2022
See more at https://www.financialpoise.com/webinars/
The Indian economy is classified into different sectors to simplify the analysis and understanding of economic activities. For Class 10, it's essential to grasp the sectors of the Indian economy, understand their characteristics, and recognize their importance. This guide will provide detailed notes on the Sectors of the Indian Economy Class 10, using specific long-tail keywords to enhance comprehension.
For more information, visit-www.vavaclasses.com
Palestine last event orientationfvgnh .pptxRaedMohamed3
An EFL lesson about the current events in Palestine. It is intended to be for intermediate students who wish to increase their listening skills through a short lesson in power point.
How to Split Bills in the Odoo 17 POS ModuleCeline George
Bills have a main role in point of sale procedure. It will help to track sales, handling payments and giving receipts to customers. Bill splitting also has an important role in POS. For example, If some friends come together for dinner and if they want to divide the bill then it is possible by POS bill splitting. This slide will show how to split bills in odoo 17 POS.
How to Make a Field invisible in Odoo 17Celine George
It is possible to hide or invisible some fields in odoo. Commonly using “invisible” attribute in the field definition to invisible the fields. This slide will show how to make a field invisible in odoo 17.
The Roman Empire A Historical Colossus.pdfkaushalkr1407
The Roman Empire, a vast and enduring power, stands as one of history's most remarkable civilizations, leaving an indelible imprint on the world. It emerged from the Roman Republic, transitioning into an imperial powerhouse under the leadership of Augustus Caesar in 27 BCE. This transformation marked the beginning of an era defined by unprecedented territorial expansion, architectural marvels, and profound cultural influence.
The empire's roots lie in the city of Rome, founded, according to legend, by Romulus in 753 BCE. Over centuries, Rome evolved from a small settlement to a formidable republic, characterized by a complex political system with elected officials and checks on power. However, internal strife, class conflicts, and military ambitions paved the way for the end of the Republic. Julius Caesar’s dictatorship and subsequent assassination in 44 BCE created a power vacuum, leading to a civil war. Octavian, later Augustus, emerged victorious, heralding the Roman Empire’s birth.
Under Augustus, the empire experienced the Pax Romana, a 200-year period of relative peace and stability. Augustus reformed the military, established efficient administrative systems, and initiated grand construction projects. The empire's borders expanded, encompassing territories from Britain to Egypt and from Spain to the Euphrates. Roman legions, renowned for their discipline and engineering prowess, secured and maintained these vast territories, building roads, fortifications, and cities that facilitated control and integration.
The Roman Empire’s society was hierarchical, with a rigid class system. At the top were the patricians, wealthy elites who held significant political power. Below them were the plebeians, free citizens with limited political influence, and the vast numbers of slaves who formed the backbone of the economy. The family unit was central, governed by the paterfamilias, the male head who held absolute authority.
Culturally, the Romans were eclectic, absorbing and adapting elements from the civilizations they encountered, particularly the Greeks. Roman art, literature, and philosophy reflected this synthesis, creating a rich cultural tapestry. Latin, the Roman language, became the lingua franca of the Western world, influencing numerous modern languages.
Roman architecture and engineering achievements were monumental. They perfected the arch, vault, and dome, constructing enduring structures like the Colosseum, Pantheon, and aqueducts. These engineering marvels not only showcased Roman ingenuity but also served practical purposes, from public entertainment to water supply.
Operation “Blue Star” is the only event in the history of Independent India where the state went into war with its own people. Even after about 40 years it is not clear if it was culmination of states anger over people of the region, a political game of power or start of dictatorial chapter in the democratic setup.
The people of Punjab felt alienated from main stream due to denial of their just demands during a long democratic struggle since independence. As it happen all over the word, it led to militant struggle with great loss of lives of military, police and civilian personnel. Killing of Indira Gandhi and massacre of innocent Sikhs in Delhi and other India cities was also associated with this movement.
5. Disclaimer
The material in this webinar is for informational purposes only. It should not be considered
legal, financial or other professional advice. You should consult with an attorney or other
appropriate professional to determine what may be best for your individual needs. While
Financial Poise™ takes reasonable steps to ensure that information it publishes is accurate,
Financial Poise™ makes no guaranty in this regard.
5
6. Meet the Faculty
MODERATOR:
David Levy - NRC Realty & Capital Advisors
PANELISTS:
Christopher Horvay - Sugar Felsenthal Grais & Helsinger LLP
Mark Silverman - Dykema
Michael Rosow - Winthrop & Weinstine
Michael Kind - Locke Lord
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 a real estate-based bankruptcy will shine the
light on all of the main case details, bringing increased scrutiny to all of the debtor’s actions and
decisions. Real estate-based bankruptcies are some of the most common matters filed. As an attorney,
you are your client’s advocate and need to navigate the waters to provide effective counsel while playing
within rules. 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 a Single Asset Real Estate (SARE) cases. At the end you will be better equipped to
answer questions like Is your client being astute or asinine? This this scheme clever or cagey? Under the
rules of bankruptcy, is an inside arrangement shady or shrewd?
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.
7
8. Episodes in this Series
#1: Valuing Real Estate Assets
Premiere date: 1/28/20
#2: Insider Lease Agreements
Premiere date: 2/18/20
#3: Single Asset Real Estate Cases
Premiere date: 3/17/20
8
9. About This Webinar
Single Asset Real Estate (SARE) Cases
Anyone involved in the field of creditors rights on a matter involving an LLC that exists solely
to hold the principal asset has surely seen the play where, the night before property is
scheduled to be sold at a foreclosure auction, the debtor files bankruptcy. For those not
familiar with the process, doing so invokes the ―Automatic Stay‖, which prohibits the secured
lender from foreclosing on the property. The debtor then attempts to make their case to the
court for reorganization.
But is failing to pay your mortgage really something bankruptcy was meant to solve? If the
bank was going to agree to a loan modification, wouldn’t the parities have worked something
out by the time the sheriff sale was set? The bankruptcy code recognizes this and therefore
has a section devoted to dealing with this specific kind of bankruptcy—the Single Asset Real
Estate (―SARE‖) case. The goal of this episode is to look into ethical issues surrounding these
matters.
9
11. 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)
11
12. 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.
12
13. Model Rules of Professional Conduct
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.
13
14. Model Rules of Professional Conduct
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.
14
15. Model Rules of Professional Conduct
Rule 3.1 Meritorious retention
A lawyer shall not bring or defend a proceeding, or assert or controvert an issue therein,
unless there is a basis in law and fact for doing so that is not frivolous, which includes a good
faith argument for an extension, modification or reversal of existing law. A lawyer for the
defendant in a criminal proceeding, or the respondent in a proceeding that could result in
incarceration, may nevertheless so defend the proceeding as to require that every element of
the case be established.
(1) The advocate has a duty to use legal procedure for the fullest benefit of the client's cause,
but also a duty not to abuse legal procedure. The law, both procedural and substantive,
establishes the limits within which an advocate may proceed. However, the law is not always
clear and never is static. Accordingly, in determining the proper scope of advocacy, account
must be taken of the law's ambiguities and potential for change.
15
16. Model Rules of Professional Conduct
Rule 3.1 Meritorious retention (Cont’d)
(2) The filing of an action or defense or similar action taken for a client is not frivolous merely
because the facts have not first been fully substantiated or because the lawyer expects to develop
vital evidence only by discovery. What is required of lawyers, however, is that they inform
themselves about the facts of their clients' cases and the applicable law and determine that they
can make good faith arguments in support of their clients' positions. Such action is not frivolous
even though the lawyer believes that the client's position ultimately will not prevail. The action is
frivolous, however, if the is unable either to make a good faith argument on the merits of the action
taken or to support the action taken by a good faith argument for an extension, modification or
reversal of existing law.
(3) The lawyer's obligations under this Rule are subordinate to federal or state constitutional law
that entitles a defendant in a criminal matter to the assistance of counsel in presenting a claim or
contention that otherwise would be prohibited by this Rule.
16
17. Model Rules of Professional Conduct
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
(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.
17
18. Model Rules of Professional Conduct
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.
18
20. Applicable Bankruptcy Code
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.
20
21. Applicable Bankruptcy Code
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.
21
22. Applicable Bankruptcy Code
Bankruptcy Code Section 328: Limitation on compensation of professional persons
(a) The trustee, or a committee appointed under section 1102 of this title, with the court’s
approval, may employ or authorize the employment of a professional person under section
327 or 1103 of this title, as the case may be, on any reasonable terms and conditions of
employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis,
or on a contingent fee basis. Notwithstanding such terms and conditions, the court may allow
compensation different from the compensation provided under such terms and conditions
after the conclusion of such employment, if such terms and conditions prove to have been
improvident in light of developments not capable of being anticipated at the time of the fixing
of such terms and conditions.
22
23. Applicable Bankruptcy Code
Bankruptcy Code Section 328: Limitation on compensation of professional persons (Cont’d)
(b) If the court has authorized a trustee to serve as an attorney or accountant for the estate under
section 327(d) of this title, the court may allow compensation for the trustee’s services as such
attorney or accountant only to the extent that the trustee performed services as attorney or
accountant for the estate and not for performance of any of the trustee’s duties that are generally
performed by a trustee without the assistance of an attorney or accountant for the estate.
(c) Except as provided in section 327(c), 327(e), or 1107(b) of this title, the court may deny
allowance of compensation for services and reimbursement of expenses of a professional person
employed under section 327 or 1103 of this title if, at any time during such professional person’s
employment under section 327 or 1103 of this title, such professional person is not a disinterested
person, or represents or holds an interest adverse to the interest of the estate with respect to the
matter on which such professional person is employed.
23
24. Applicable Bankruptcy Code
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.
24
25. Key Bankruptcy Definitions
Single-Asset Real Estate Case (SARE): Real property constituting a single property or
project, other than residential real property with fewer than 4 residential units, which
generates substantially all of the gross income of a debtor who is not a family farmer and on
which no substantial business is being conducted by a debtor other than the business of
operating the real property and activities incidental.
Single Purpose Entity: A limited liability company or corporation that holds title to real estate
and owes money to a lender as the result of a mortgage on the property, but which has no
other assets or liabilities.
25
26. Key Bankruptcy Definitions
Commercial Mortgage-Backed Securities (CMBS) Loan: A type of commercial real estate loan
that is secured by a first-position mortgage on a commercial property. These loans are
packaged and sold by Conduit Lenders, commercial banks, investment banks, or syndicates
of banks. Because of the more flexible underwriting guidelines, CMBS Loans also allow CRE
investors that cannot usually meet stringent conventional liquidity and net worth guidelines to
be able to invest in commercial real estate.
Automatic Stay: An injunction that halts actions by creditors, with certain exceptions, to
collect debts from a debtor who has declared bankruptcy. Under section 362 of the
Bankruptcy Code, the stay begins at the moment the bankruptcy petition is filed.
26
27. Key Bankruptcy Definitions
Adequate Protection: Relief created to protect the value of a secured creditor's interests and
liens against diminution in value during the bankruptcy proceeding. The relief can be in the
form of, among other things, periodic cash payments, interest payments, or a replacement
lien on other property.
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.
27
28. Key Bankruptcy Definitions
Bad Faith Filing: Filing to delay creditors with no intent to follow through with the case
Numerous factors can indicate that someone is trying to gain an advantage not intended in
bankruptcy, and the court will look at all of them. The courts call this standard the ―totality of
the circumstances such as the frequency and number of prior bankruptcy filings and
dismissals, misrepresentations or omissions in the petition, the feasibility of a repayment plan,
any failure to comply with procedures after filing the case, increasing expenses to qualify for
Chapter 7 instead of Chapter 13 (such as by financing an expensive car), or any other
egregious conduct.
28
29. Key Bankruptcy Definitions
Secured Claim: a debt that you owe and a lien (also called a security interest) on a piece of
property you own. If you don’t pay according to the terms of your contract, the lien allows the
lender to recover the property, sell it at auction, and apply the proceeds to the account balance.
For instance, a mortgage lender with a lien can recover real estate in a foreclosure action, and a
vehicle loan lender with a lien can recover a car through repossession.
Secured claims are often voluntary. For instance, if you agree to pledge an asset as collateral for
the loan (a common practice when buying a house or car), you voluntarily give the creditor a
security interest in your property.
29
30. Key Bankruptcy Definitions
Secured Claim (Cont’d):
Creditors can also obtain an involuntary lien against your property without your consent. For
instance, a credit card company can get an involuntary lien after suing you in a collection lawsuit
and winning a money judgment. When you fall behind on your taxes, statutory law gives the IRS
the right to a tax lien against your property. A bankruptcy discharge (the order that wipes out debt)
won’t get rid of a lien on your principal residence. It only eliminates your liability to pay the debt.
Since the lien remains, the creditor can still foreclose or repossess the property if the loan doesn’t
get paid. So if you file for bankruptcy and want to keep property securing a loan, you’ll have to
continue making payments to the lender until you pay off the debt.
30
31. Key Bankruptcy Definitions
Deficiency Claim: That portion of a claim secured by a lien on property that exceeds the value
of the property. In this case, the creditor is granted a secured interest up to the value of its
collateral, while any excess amount of its claim over the value of the collateral is classified as
an unsecured claim. This unsecured portion of the claim is the deficiency claim. This is a
particular problem for a secured creditor when the court assigns a low value to the creditor’s
collateral, since this means that more of its claim is shifted into the unsecured claims
classification.
31
32. What Roles do Single Asset Real Estate Cases
Play in Bankruptcy Cases?
• Narrower criteria to reorganize
• CMBS credits involve single-purpose entities
• Adequate protection to maintain stay with equity cushion to propose as plan
• Improper venue for a two-party dispute
32
33. Sides of the Matter
• Debtor: Buying more time to work out a resolution with lender; restructuring plan could in
fact be viable
• Lender: Does the claimed equity cushion exist? Am I receiving adequate protection? Can
the Debtor confirm a plan under code?
• Judge: Is this more than a two-party dispute?
33
35. Eleventh Hour Filing
Steven is an aggressive opportunistic real estate investor. He believes he knows a good buy
when he sees it and has a strategy to offer sellers a deep discount to their asking price, in
exchange for closing quickly. Recently Steve got a little overzealous with this buying and
decided that to fund the purchase of another building, he just had to have, he would stop
paying the mortgage on another property to replenish his cash. In looking at this portfolio, he
picked the property that was generating some income, had a high loan-to-value (thus, he was
paying more interest) and was going to need some capital investment, or ―CapEx‖, as the roof
was starting to leak, so thought ―he would play the game as long as he could‖ and hired an
attorney to help him drag things out. As part of this strategy, he filed for bankruptcy the
morning of the foreclosure sale.
Are there ethical issues in play here? Is this shady or shrewd?
35
36. Ownership Transfer
Thomas is sole owner and CEO of Lever Investment Corporation, a real estate holding company focused on
acquiring and managing retail strip centers across the Midwest. Thomas is a big fan of using financing, or
leverage, to expand his empire and will gladly pay ―pay interest all day‖ if it means he can buy another building.
To achieve this, Thomas is a big fan of taking out CMBS loans, as the underwriting is more flexible, and therefore
each of his buildings is held in a separate LLC. Unfortunately, Thomas got a bit too exuberant in his last purchase
and failed to take into account what the competition from new construction in the area would mean to him. At first
he started discounting rent, but when that did not stem his vacancy decline, he began upgrading the property. As
typical, he didn’t want to tie up too much cash in one asset, so he decided to stop paying his bank in an effort to
self-fund the CapEx investment and figured he would work something out with them later, once he got the building
stabilized. The bank initially showed some patience, as they thought the upgrades were improving their collateral,
but once he was a year behind and they had covered his real estate taxes, they felt no choice but to accelerate the
foreclosure process. At this point Thomas retained an attorney who explained to him that he would have limited
options to restructure, given this would be a Single-Asset Real Estate case, given the property sits in a single-
purpose entity. Thomas saw this as an easy fix—he just transferred ownership of the property to one of this other
formerly single-purpose LLCs and while, he was at it, did the same for a third property he wanted to employ the
same ―self funding‖ strategy with.
Are there ethical issues in play here? Is this asinine or astute?
36
37. Bad Boy Act
Abe is a physician and ―the man‖ when it comes to cataract surgery in Phoenix, but a first-time real estate
investor. He was tired of hearing stories in his country club’s locker room of members doing well buying and
selling office properties, particularly medical office, and decided he wanted a piece of the action. He hired a
commercial broker to find him some options and a few months later got an offer accepted on a building, but it
was for a little more than he wanted to pay. As he was shopping for financing, he was finding that given the
property’s current Net Operating Income, he would need to bring more cash to the deal than he really wanted.
Abe decided that he real issue here was that the property was offering below market rent and given several of
the tenant leases were expiring, he just assumed that he would be able to get more rent for these spaces, so he
submitted a rent roll to his preferred lender that included this assumption. The bank funded the loan for the
property under a single-purpose entity that Abe owned and he personally guaranteed the loan as well.
Unfortunately, his assumptions did not pan out and the property was not cash flowing. As the commercial
litigation unfolded, the bank realized Abe had lied about the rent roll and filed criminal bank fraud charges
against him, which led to a felony conviction. This was a loan covenant violation which then triggered a clause
that the loan immediately became due in full. Abe knew he was underwater on this deal so he refused to sell
and filed bankruptcy as the foreclosure date drew near to give himself time to figure something out.
Are there ethical in play here? Is this clever or cagey?
37
38. Single Asset, Among Many
Betsy and Eric are married and live in the historic Chicago Gold Coast neighborhood. Betsy
has built a successful company that enabled her to not only spend $5 million a rare 6,000
square foot near home as their primary residence, which appraised at $3.1 million, but also
buy luxury homes in Palm Beach, Vail, and Napa for a collective $25 million using just $10
million in debt. When her business took a downturn following a worldwide pandemic, they
stopped paying the mortgage or taxes on the Chicago home, figuring they would just retire
and spend time at the other three if they eventually lost it—but the were going to fight to keep
it. Their loan servicer continued the pay the taxes and with the help of a savvy attorney, they
were able to delay being foreclosed upon. Along the way their attorney threatened to ―tie the
property up in bankruptcy, if they do not work something out‖ with the bank and ultimately this
is what they did. The bank is out of the money, as they overvalued the home during
underwriting, but are seeking to recover as much as they can.
Are there ethical issues in play here? Is this brilliant or bogus?
38
39. Notable Case Law
In re: Intervention Energy Holdings, LLC, Case No. 16-11247 (KJC)
Background: Creditor that had been granted a single common unit in limited liability
company (LLC) moved to dismiss Chapter 11 case filed on behalf of the LLC on ground
that, pursuant to amended limited liability company agreement, unanimous consent of
all unit holders was required for commencement of bankruptcy petition on LLC's behalf.
Holding: The Bankruptcy Court, Kevin J. Carey, J., held that agreement between limited
liability company (LLC) and creditor to which it was indebted, as prerequisite to creditor's
forbearance in not exercising its rights in connection with LLC's default, whereby creditor
was granted a single common unit interest in LLC and limited liability company
agreement was amended to require unanimous consent of all common unit holders for
commencement of bankruptcy case on the LLC's behalf, was void as against public policy.
39
40. In re: Sundance Self Storage-Eldorado LP, Debtors
Synopsis
Background: Order to show cause was entered to require counsel to Chapter 11 debtor to
demonstrate why court should not reconsider the amount of compensation previously
awarded and why he should not be sanctioned for violating Bankruptcy Rule.
Holdings: The Bankruptcy Court, Robert S. Bardwil, J., held that:
40
41. In re: Sundance Self Storage-Eldorado LP, Debtors
1. Attorney who had previously represented debtor in prior case, and was owed $3,000 in fees for
his services in prior case, lacked the "disinterestedness" required for employment as debtor's
counsel;
2. Attorney held a "materially adverse" interest, and was not disinterested, as result of his
concurrent representation of debtor's principal in his individual Chapter 13 case;
3. Attorney was duty-bound, once principal consulted attorney about the various responses that he
was contemplating in response to the UST's dismissal/conversion motion, to inquire into the details
of the responses contemplated and their possible consequences to Chapter 11 estate; and
4. Attorney violated obligation to disclose all connections with any party in interest, and could be
denied all compensation on that basis as welt.
41
43. About The Faculty
David Levy - david.levy@nrc.com
David Levy is Vice President of Business Development for NRC Realty & Capital
Advisors. NRC conducts structured sales, sealed bid sales, and auctions of all types of real
estate and real estate-based businesses. NRC is distinguished for being the largest broker of
gas stations and convenience stores in the U.S. The firm also provides financial advisory
services with a focus on the gas station and convenience store and franchise restaurant
sectors. NRC’s clients include corporations, small businesses, banks, private equity, hedge
funds, non- traditional lenders, receivers, trustees, investors, and more. The firm has
experience in consensual sales of premium, surplus or non-strategic assets, as well as those
involved bankruptcy, restructuring, and other distressed situations. NRC has sold $1.5 billion
in commercial and residential real estate assets in its 26-year history. Mr. Levy has an MBA
from Miami University and holds the prestigious CCIM designation.
43
44. About The Faculty
Christopher Horvay - chorvay@sfgh.com
With more than 36 years experience, Christopher J. Horvay has represented senior creditors and asset-based lenders in
complex litigation, workout and bankruptcy matters across the country. His practice also involves the representation of
asset-based lenders in the documentation of complex loan transactions and in litigation disputes as well as the
representation of creditor committees and liquidation trustees in litigation relating to fraudulent conveyances. Chris has
consistently been recognized as an Illinois Super Lawyer since 2006, as well as an Illinois Leading Lawyer for the last
two years in commercial bankruptcies and workouts. Chris’s recent creditor representations include senior secured
lenders in Clark Retail Enterprises and United Airlines, significant landlord interests in K-Mart Corporation, and as special
counsel to plaintiffs in Price v. Phillip Morris. He also served as debtor’s counsel in a number of significant business
bankruptcy cases, including Ben Franklin Stores in the Northern District of Illinois. Chris has represented numerous asset
purchasers, including Newport News, Inc. and Spiegel Catalog, Inc., and sellers in transactions involving troubled
companies as well as assignees for the benefit of creditors in out-of-court liquidations. He recently defended former
directors and officers of troubled companies in litigation brought against them by bankruptcy trustees. Chris has
undertaken a leadership role in the Turnaround Management Association’s Chicago/Midwest chapter since its
inception. He previously served as a TMA National Director from 1999 through 2002, as well as president of the
Chicago/Midwest chapter in 1997 and 1998. In 2004, Chris was recognized by the Chicago chapter as its Educator of the
Year. From 2014 through 2016, he has served as President of the Chapter’s Scholarship Foundation Board. In
November, 2016, he received the Chapter’s Legend Award for outstanding service to the Chapter and the profession.
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45. About The Faculty
Michael Kind - michael.kind@lockelord.com
Michael Kind is an Associate in Locke Lord’s Litigation Department and a member of the Bankruptcy,
Restructuring & Insolvency and the Business Litigation & Dispute Resolution Practice Groups.
Michael has represented creditors, debtors, and trustees in a variety of bankruptcy matters, adversary
proceedings, and other disputes. Michael’s bankruptcy experience includes defending and obtaining relief from
the automatic stay, resolving claims disputes, litigating claim priority disputes, contesting disclosure statements
and plans of reorganization, drafting first-day and other dispositive motions in Chapter 11 debtor representations,
and litigating appeals of contested bankruptcy matters. Michael has also represented defendants in a variety of
bankruptcy adversary proceedings and contested matters such as fraudulent conveyance and general fraud
litigation, preferential transfer litigation, contract disputes, insurance disputes, and fiduciary duty litigation.
Michael has also counseled creditors such as insurance companies, landlords, and media agencies with special
bankruptcy-related and intellectual property issues. He has also advised clients on the bankruptcy implications of
various business transactions and litigation strategies. Michael’s practice also includes experience in complex
commercial litigation, focusing on breach of contract, consumer protection, fraud, business tort, post-judgment
proceedings, and other disputes in state and federal court. He also represents banks and borrowers in
commercial foreclosure proceedings and advises landlords with respect to commercial lease agreements.
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46. About The Faculty
Michael Rosow - mrosow@winthrop.com
From routine banking matters to large, complex litigation, Mike brings a wealth of unique experience to Winthrop &
Weinstine’s Creditors’ Remedies and Business & Commercial Litigation groups. Though the heart of Mike’s practice is
focused on representing banks and other financial lending institutions, he is a go-to attorney for litigation matters dealing
with a strong or complex financial component in the areas of bankruptcy, banking, real estate, contracts, and other
commercial matters.
Clients appreciate Mike’s experience because he intimately understands the banking industry and its regulatory
environment. He is well-versed in all types of collection matters and is able to quickly and efficiently identify possible
solutions and moves swiftly to resolve issues, containing costs for the client. Because of his in-depth and ―big case‖
experience, Mike is very comfortable in front of a judge or jury, and is able to take a matter from cradle to grave.
What is unique about Mike’s practice is that his knowledge and experience in banking matters has translated well to
complex, financial litigation. His ability to simplify complex financial cases and limit them to the core facts is one that
works well in a courtroom. Mike excels at heavily litigated bank disputes, including lender liability claims, counter claims
against banks, claims of coercion, and fraudulent inducement. He frequently works on cases involving mortgage
foreclosures, receiverships and claim and delivery, including cases involving entities that have gone through bankruptcy
or have issues associated with a bankruptcy filing.
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47. About The Faculty
Mark Silverman - msilverman@dykema.com
Mark Silverman is a member of Financial Services Litigation Group and is a co-team leader of
the Firm’s Commercial Mortgage-Backed Securities Special Servicer Group. His practice
covers a wide range of complex commercial litigation, lender’s liability defense, banking,
fraudulent conveyance and general fraud litigation, class action litigation, contract disputes,
commercial foreclosures, commercial real estate transactions, post-judgment collections
proceedings, and general business disputes. Mark represents banks, credit unions, large
CMBS special servicers, purchasers of non-performing commercial real estate and C&I loans
and investors in loan enforcement litigation and commercial foreclosure actions. Mark also
has experience helping Financial Technology (Fin Tech) companies navigate complex
litigation relating to a broad range of issues, including the enforcement of Terms of Service
Agreements, Merchant Agreements, and Uniform Commercial Code issues, among others.
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48. Questions or Comments?
If you have any questions about this webinar that you did not get to ask during the live
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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.
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