Course Detail

Co-requisite: B8314- Real Estate Finance

My goal in the course is to provide you with an understanding of the institutional framework of commercial real estate transactions.  It is the complement to the analytics of finance and investment.  Real estate transactions draw upon a vast array of laws and regulations – property law, contract law, land-use law, environment law, securities law, constitutional law, corporate law, bankruptcy law, insurance law, and riparian law.  Tax considerations similarly play a significant role in shaping transactions as real estate is highly sensitive to taxation at all levels of government and across all stages of property ownership. 

How and why does a transaction come out the way it does – this is the practical question underlying the structure of this course.  You should finish the course knowing how the terms and conditions spelled out in a term sheet find their way into particular sections and provisions of a deal’s legal documentation.  To succeed in this business, you will need to be savvy consumers of legal expertise, not withstanding the knowledge and expertise of your attorney.

The course is designed to address a broad range of considerations that arise as a real estate transaction moves from term sheet to legal documentation.  This process typically involves the following tasks:

• creating and describing real estate interests,
• protecting real estate interests,
• defining default,
• assuring remedies,
• aligning economic interests,
• allocating financial risk and return,
• creating financing and exit flexibility,
• providing for condemnation and casualty,
• establishing dispute-resolution mechanisms,
• establishing governance structure and decision making, and
• structuring to increase certainty of execution.

As a means of integrating theory and practice, the course pairs business strategy and legal structure.  Using case examples and a variety of teaching formats, practicing attorneys join me in the classroom to analyze and discuss the legal risks, rights, and remedies underlying contract transactions, financial structures for debt and equity and development projects, as the structure and process of M&A transactions and recent governmental interventions influencing transactions in today’s distressed real estate markets.