Special Purpose Entities in Real Estate Transactions: Structuring and Documentation

Mastering Separateness Provisions, Single Member LLCs, Recycled Entities, Independent Directors, and Non-Consolidation Opinions

A live 90-minute premium CLE webinar with interactive Q&A

Tuesday, November 26, 2019

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, November 1, 2019

or call 1-800-926-7926

This CLE webinar will prepare real estate counsel to structure special purpose, bankruptcy-remote entities that satisfy the requirements of commercial mortgage-backed securities (CMBS) and portfolio lenders. The panel will discuss current separateness provisions, the conditions and documentation for independent directors, single-member LLCs and special member provisions, and the components of an acceptable non-consolidation option.


Lenders usually require that the owner/borrower of commercial real estate is a special purpose entity (SPE) adequately insulated from the insolvency or bankruptcy of related parties. The goal is for the SPE entity to be "bankruptcy remote."

The bankruptcy-remote SPE must be structured so that it is unlikely to file, or be subject to, a bankruptcy petition, and to prevent substantive consolidation with any parent or affiliated entity which may become subject to a bankruptcy or insolvency action. Existing entities should be examined and, if necessary, reformed to qualify as a "recycled entity."

Single-member LLCs have become a common form of ownership and present additional structuring to prevent the dissolution of the entity due to events affecting the sole member.

Listen as our authoritative panel discusses best practices for structuring SPEs to achieve bankruptcy remoteness and avoid substantive consolidation. The panel will review single purpose and separateness provisions that appear in the owner/borrower's entity documents, requirements particular to single-member LLCs (including special or "springing" member provisions) and recycled entities, independent director qualifications and documentation, and best practices in drafting and reviewing non-consolidation opinions.



  1. Structuring a special purpose entity
    1. Single-purpose provisions
    2. Separateness provisions
    3. Barriers to filing for bankruptcy or insolvency
  2. The recycled entity--requirements to qualify
  3. Single-member LLCs
    1. Requirements of Delaware entity laws
    2. Special or "springing member" provisions
  4. Independent directors
    1. When required
    2. Qualifications--ID providers
    3. Independent director documents
  5. Non-consolidation opinions
    1. When required
    2. Case law analysis
    3. Determination of pairings


The panel will review these and other noteworthy issues:

  • What kind of entity is acceptable, and what provisions should be included in the entity documents for an entity to qualify as an SPE?
  • What is a recycled SPE, and what are its additional requirements?
  • What are the additional drafting considerations for single-member LLCs?
  • What are the current requirements relating to independent directors, and how is the hiring of the independent director documented?
  • What are the components of a non-consolidation opinion, and what are the proper pairings to be considered in the opinion?


Kelsey, Matthew
Matthew K. Kelsey

Gibson Dunn

Mr. Kelsey is a partner in the New York office of Gibson, Dunn & Crutcher and a member of Gibson Dunn’s...  |  Read More

Kidd, Allison
Allison H. Kidd

Gibson Dunn

Ms. Kidd is a partner in the San Francisco office of Gibson, Dunn & Crutcher. She is a member of the firm’s...  |  Read More

Yearwood, Kahlil
Kahlil T. Yearwood

Gibson Dunn & Crutcher

Mr. Yearwood is a partner in the San Francisco office of Gibson, Dunn & Crutcher, where he serves as a member of...  |  Read More

Live Webinar

Buy Live Webinar
Includes Early Discount Savings of $50 (through 11/01/19)

Live Webinar


Buy Live Webinar & Recording
Includes special savings of $300 (through 11/01/19)

Live Webinar & Download


Live Webinar & DVD

$394 + $19.45 S&H

Other Formats
— Anytime, Anywhere

Includes Early Discount Savings of $50 (through 11/01/19)

Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video

48 hours after event



48 hours after event



10 business days after event

$297 + $19.45 S&H