Real Estate Due Diligence in M&A Transactions: Title, Survey, Financing, Lease Transferability, Environmental
Asset vs. Stock Purchase; Reps and Warranties to Address Gaps in Due Diligence
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will guide counsel on how to conduct real estate due diligence in an M&A transaction. The panel will discuss how due diligence in M&A can vary from standard real estate deals, and how the type of transaction--asset purchase, stock purchase, or merger--can affect the process. The panel will also discuss the use of reps and warranties to cover real estate matters which cannot be examined or resolved before closing.
- How real estate due diligence in M&A transactions differs from real estate transactions
- Assessing significance of real estate assets in the deal
- Assessing deal structure: asset purchase, stock purchase, merger
- Transaction Timing
- Transaction Agreement
- Practice tips
- Key due diligence concerns
- Title and ownership of assets (often in an SPE)
- Leases: key terms, confirming assignabilty
- Environmental due diligence
- Taxes and insurance
- Litigation related to the asset(s)
- Addressing gaps in due diligence
- Reps and warranties
- Indemnification and escrow
The panel will review these and other issues:
- How is real estate evaluated, and in what ways is due diligence limited, in the M&A deal process?
- What real estate risks must be considered with a stock purchase as opposed to an asset purchase?
- What aspects of real estate due diligence can be conducted prior to going to contract?
- When can reps and warranties be used to address gaps in the buyer's knowledge about the target's real estate assets and liabilities?
Cleary Gottlieb Steen & Hamilton
Mr. Lanzkron’s practice focuses on real estate, corporate, and financial transactions. He regularly advises... | Read More
Mr. Lanzkron’s practice focuses on real estate, corporate, and financial transactions. He regularly advises high-profile clients on complex real estate acquisitions, dispositions, and joint ventures. Mr. Lanzkron also represents both borrowers and lenders in various mortgage and mezzanine financing transactions across multiple property types, including both securitized and balance sheet loans.Close
Brian D. Meacham
Smith Anderson Blount Dorsett Mitchell & Jernigan
Mr. Meacham has experience representing public and private companies in mergers and acquisitions and commercial... | Read More
Mr. Meacham has experience representing public and private companies in mergers and acquisitions and commercial transactions, counseling clients with regard to general commercial and corporate law issues, and representing clients in connection with leasing, buying and selling commercial real estate. He is a frequent presenter on real estate issues related to mergers and acquisitions, among other topics.Close