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Full Recourse Enforcement of Non-Recourse Loans
Two recent cases from Michigan could have far-reaching implications nationwide regarding the enforceability of non-recourse loans as fully recourse. Indeed, if the decisions in Wells Fargo Bank, N.A. v. Cherryland Mall Limited Partnership, 2011 WL 6785393 (Mich. App., Dec. 27, 2011) and 51382 Gratiot Avenue Holdings, LLC v. Chesterfield Development Company, LLC, et al., 2011 WL 6153023 (E.D.Mich., Dec. 12, 2011) are accepted in jurisdictions outside of Michigan, many non-recourse CMBS loans could very well be converted to recourse simply because a special purpose entity (“SPE”) requirement, such as insolvency by the borrower, has been breached. And guarantors, as a result, could face a flood of deficiency claims in respect of loans they believed to be non-recourse. Needless to say, CMBS lenders, borrowers and guarantors should take the time to understand the issues raised in these two Michigan cases.
Background on CMBS Transactions
Generally speaking, the CMBS market brought non-recourse, asset-specific financing for commercial real estate to the capital markets. New and varied lending sources could now access commercial real estate in the capital markets and, in exchange, property owners could more easily acquire and finance real estate without putting their personal balance sheets at risk. In its simplest form, a lender would make a number of disparate mortgage loans to unrelated entities, then deposit each of the loans into a trust that would issue securities to the public or private markets backed by the cash flow from the mortgage payments and the underlying real property securing each of the loans. “Asset isolation” ' with its twin components of separateness covenants and narrow limitations on a lender's agreement not to pursue recourse liability ' allows CMBS loans to be made on a non-recourse basis.
Yachts, Jets, Horses & Hooch: Specialized Commercial Leasing Models
Defining commercial real estate asset class is essentially a property explaining how it identifies — not necessarily what its original intention was or what others think it ought to be. This article discusses, from a general issue-spot and contextual analysis perspective, how lawyers ought to think about specialized leasing formats and the regulatory backdrops that may inform what the documentation needs to contain for compliance purposes.
Hyperlinked Documents: The Latest e-Discovery Challenge
As courts and discovery experts debate whether hyperlinked content should be treated the same as traditional attachments, legal practitioners are grappling with the technical and legal complexities of collecting, analyzing and reviewing these documents in real-world cases.
Identifying Your Practice's Differentiator
How to Convey Your Merits In a Way That Earns Trust, Clients and Distinctions Just as no two individuals have the exact same face, no two lawyers practice in their respective fields or serve clients in the exact same way. Think of this as a "Unique Value Proposition." Internal consideration about what you uniquely bring to your clients, colleagues, firm and industry can provide untold benefits for your law practice.
Risks and Ad Fraud Protection In Digital Advertising
The ever-evolving digital marketing landscape, coupled with the industry-wide adoption of programmatic advertising, poses a significant threat to the effectiveness and integrity of digital advertising campaigns. This article explores various risks to digital advertising from pixel stuffing and ad stacking to domain spoofing and bots. It will also explore what should be done to ensure ad fraud protection and improve effectiveness.
Turning Business Development Plans Into Reality
This article offers practical insights and best practices to navigate the path from roadmap to rainmaking, ensuring your business development efforts are not just sporadic bursts of activity, but an integrated part of your daily success.