Non-Recourse Carve Outs, Bad-Boy Guaranties, and Personal Liability: Latest Developments

Avoiding or Resolving Lender and Guarantor Disputes in and Outside of Bankruptcy

*** An encore presentation featuring live Q&A ***

A 90-minute CLE webinar with interactive Q&A


Wednesday, November 1, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, October 6, 2017


This CLE webinar will offer real estate and finance counsel an examination of some of the more troublesome provisions at the heart of disputes between borrowers and lenders. The panel will review commonly used carve outs contained in non-recourse provisions, analyze operative provisions in bad-boy guaranties, and discuss recent court cases, including Cherryland and its progeny. The panel will outline strategies for avoiding and resolving disputes involving these provisions.

Description

Despite many commercial loans being characterized as “non-recourse”, most lenders require that a guarantor with sufficient net worth stand behind certain of the borrower’s obligations under the loan. Such guarantors often believe that they are guarantying only against affirmative bad acts by the borrower, but lender recourse obligations often go beyond just “bad boy” carveouts.

Counsel to borrowers and lenders must anticipate the serious pitfalls in using carve outs in so-called non-recourse loans and must understand the operative provisions of the “springing recourse” and bad-boy guaranties.

Listen as our authoritative panel of real estate and bankruptcy attorneys explains recent legal developments in the use and enforcement of commercial real estate loan guaranties, carve outs in non-recourse provisions, and Cherryland and other recent case law. The panel will also discuss strategies for resolving disputes involving these provisions.

Outline

  1. “Springing recourse” and bad-boy guaranties:
    1. Single-purpose entity/separateness: requirements and violations; Cherryland
    2. Substantive consolidation in bankruptcy
    3. Other
  2. Non-recourse carveouts
    1. Carve outs from A to Z
    2. Environmental indemnities
    3. Recent case law concerning non-recourse loans
    4. Sample provisions
  3. Bankruptcy perspective

Benefits

The panel will review these and other key issues:

  • What are the types of non-recourse carve outs? How should counsel approach them?
  • What are the legal and practical ramifications for the guarantor of a defaulted loan under a carve-out guaranty?
  • What are the key strategies for resolving disputes involving these provisions?
  • How have these provisions been treated in bankruptcy? What are some strategies for resolving disputes in bankruptcy?

This is an encore presentation with live Q&A.

Faculty

Kyung S. Lee, Partner
Diamond McCarthy, Houston

Mr. Lee practices in the area of debt restructuring and corporate reorganizations. He has served as debtor's counsel for companies in the airline, real estate, oil and gas, communications, healthcare, distribution, manufacturing and convenience store industries. Mr. Lee has also represented lenders, creditors, creditors' committees and investors involved in workouts and Chapter 11 reorganizations as well as litigating on behalf of the various parties. He has extensive experience working closely with senior management and financial advisors on valuation of enterprises and assets and development of turnaround and restructuring business plans.

Joseph E. Lubinski, Partner
Husch Blackwell, Denver

Mr. Lubinski is a member of the firm’s Real Estate, Development and Construction team. His varied transactional real estate practice runs the life cycle of commercial development, with particular focus on real estate finance matters. Mr. Lubinski has extensive experience in the acquisition, disposition and financing of commercial properties. He is a Fellow in the American College of Mortgage Attorneys and a former Chair of the Hospitality, Timesharing and Common Interest Development Group of the Real Property Trust and Estate Section of the American Bar Association, and currently serves on several standing committees for the Section.

William S. Small, Shareholder
Enenstein Pham & Glass, Los Angeles

Mr. Small is a nationally recognized real estate lawyer with over 38 years of experience successfully handling a broad range of real property transactions. His real estate practice heavily emphasizes the representation of community, regional and national banks, and other institution lenders in commercial real estate lending and construction finance; acquisitions and dispositions of commercial real estate; representation of landlords and tenants in leasing transactions for retail, office and industrial properties; and commercial real estate development matters, including preparation of construction contracts.


Live Webinar

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This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


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Includes Special Savings of $250.00 (through 10/06/17)

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Includes Special Savings of $250.00 (through 10/06/17)


Webinar

Strafford webinars offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.

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Discount Deadline
October 6, 2017

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Customer Reviews

Very good current, practical and applicable discussion and information provided.

Matthew Moore

Clawson & Staubes

I liked the presentations by the attorneys and analysis of document provisions and how they are negotiated and then enforced - it was practical.

Kim Mann

Womble Carlyle

I appreciated that there was a great deal of current case law on the subject and the speakers were concise and informative.

Thomas G. Mancuso

Haskell Slaughter

The speakers were obviously experienced and communicated the relevant information very well.

Stephen Bozarth

Dean Mead et al

I particularly appreciated that the programs content went far beyond the basic risks of signing a personal guaranty.

Rodney K. Sanders

Parkway Strategic Partners

or call 1-800-926-7926

Real Estate Law Advisory Board

David A. Barksdale

Partner

Ballard Spahr

Jacob Bart

Partner

Stroock & Stroock & Lavan

Brian W. Blaesser

Partner

Robinson & Cole

Ronald B. Grais

Counsel

Sugar Felsenthal Grais & Hammer

Ren R. Hayhurst

Partner

Bryan Cave

Thomas C. Homburger

Of Counsel

K&L Gates

Susan C. Tarnower

Counsel

Kilpatrick Townsend & Stockton

Clark T. Thiel

Partner

Pillsbury Winthrop Shaw Pittman

or call 1-800-926-7926

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