10th Annual Tennessee Real Estate Law Conference
Coming to the Nashville School of Law: Friday, October 20, 2017
The Tennessee Real Estate Law Conference packs one day with leading authorities delivering critical law practice guidance on the hottest topics and some of the most complex issues you’ll face.
- Commercial development and financing. Kim Brown touches on many of the aspects of a commercial real estate transaction by looking at resources and samples of documents that help to address the various aspects of the transaction
- Purchase and sale. Brooks Smith looks at inspection and diligence issues, representations and warranties, covenants, and other details to making sure the sale goes smoothly.
- Title insurance. Michael Patton reviews what events are covered by title insurance, how to make a claim, and why title insurance companies deny claims. He also discusses litigation, arbitration, and the bad faith penalty.
- Commercial leases. Heather Wright gives an overview of insurance provisions in commercial leases, including coverage of tenant-installed fixtures and improvements, coverage for damages and destruction of property, and waivers of subrogation.
- Investment transactions. Elizabeth Sauer explains special considerations for commercial and investment transactions, including entity formation, CAP rate, zoning concerns, and 1031 exchanges.
- Closing concerns. Anita Lotz details the closing process for commercial real estate transactions – opening the closing, reviewing the sale agreement, reviewing the closing package, and preparing and approving the documents. She also gives examples of closing checklists.
- Ethical concerns. Jason Holleman reviews ethical concerns in boundary law, including attorney fees, confidentiality, communication with unrepresented parties, and conflicts of interest.
- Update. Wes Turner updates attorneys on the latest appellate court cases and legislation in the real estate law area.
Your Outstanding Faculty
Kim A. Brown is a member of Sherrard & Roe PLC in Nashville. Mr. Brown’s practice focuses in the area of commercial transactions, including real estate finance and development, leasing, and public and private finance. He is a member of the Nashville Bar Association, the Tennessee Bar Association, and the American Bar Association, with memberships in the business law and real property sections. He is a frequent lecturer for professional and industry groups and organizations on issues related to real estate finance and development, public and private finance and general business transactions. He has been listed in Best Lawyers in America® since 2005 and was named 2015 “Lawyer of the Year” by Best Lawyers in America® in the area of Real Estate Law. He has also been selected by Chambers USA as one of America’s Leading Lawyers in the area of Real Estate Law (2007-2017); he was selected for inclusion in Mid-South Super Lawyers® in the area of Real Estate (2007-2014); he was named by Business Tennessee Magazine one of the 150 Best Lawyers in Real Estate (2005-2009); and he was named by the Nashville Business Journal as “Best of the Bar” in Real Estate (2003-2004 and 2011-2014).
Heather Derrick is a member of the Gullett Sanford Robinson & Martin's Real Estate section. Her practice includes commercial banking and real estate transactions, drafting purchase and sale agreements, handling title matters and general business planning. Ms. Derrick received her undergraduate degree from the University of Tennessee. She also graduated from the University of Tennessee College of Law where she was recognized for contributing more than 75 hours of pro bono work. A Nashville native, she is a 2008 graduate of Harpeth Hall.
Jason Holleman is a principal at the West Nashville Law Group. He began his legal career with the Office of General Counsel for the Tennessee Department of Environment and Conservation, working mainly on issues related to solid and hazardous waste regulation and the Tennessee State Parks system. From 1999 until 2002, he served as an Assistant Attorney General with the Office of the Tennessee Attorney General and Reporter, Environmental Division, where his primary responsibilities involved enforcement litigation on behalf of the Tennessee Department of Environment and Conservation. From 2002 until 2008, Mr. Holleman worked in private practice with the Nashville law firm of Farmer & Luna, PLLC, where he represented numerous state and local government entities, as well as individuals and private businesses. From 2008 to 2012, he served as the City Attorney for the City of Mt. Juliet, where he represented all boards and commissions within the municipal government, including the Board of Commissioners and the Municipal-Regional Planning Commission. Mr. Holleman is the past chair of the Environmental Law Committee of the Nashville Bar Association, a former member of the Executive Committee of the Environmental Section of the Tennessee Bar Association, and a current member of the Tennessee Municipal Attorneys Association. In 2007, and again in 2011, Mr. Holleman was elected to serve as a District Councilman on the Metropolitan Council for Nashville and Davidson County. During his tenure, his service has included appointments to the Budget & Finance, Rules, Confirmations & Public Elections, and Planning & Zoning committees.
Anita I. Lotz, with Farris Bobango PLC in Memphis, concentrates her practice in the areas of financial institutions’ regulatory compliance, commercial finance transactions, real estate transactions, and general corporate law. She has been listed in Best Lawyers in America® in Banking and Finance Law, Financial Services Regulation Law and Real Estate Law from 2008 to the present. Ms. Lotz is a member of the Memphis, Tennessee, and American bar associations and the Association of Women Attorneys. She is AV® Peer Review Rated—the highest possible peer review rating from Martindale Hubbell. She obtained her B.A. from Northwestern University and her J.D. from Boston University.
Michael Patton is a shareholder in the Memphis office of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC. Mr. Patton has significant experience in litigation involving commercial and residential construction and in commercial litigation involving mechanics’ and materialmen’s liens, property issues and title insurance issues, litigation for financial institutions involving both loan recovery/workouts and lender liability, as well as litigation involving general business disputes. He is a past Chair of the Title Insurance Litigation Committee of the Tort and Insurance Practice Section of the American Bar Association.
Elizabeth C. Sauer is a shareholder with Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, in Nashville. She focuses her practice on real estate and finance, with a particular emphasis on health care assets. In addition to acquisition, sale, and leasing work, Ms. Sauer represents lenders and borrowers on a variety of loan transactions, including property-specific mortgage term loans and accounts receivable financings, corporate level credit facilities, and HUD/FHA-insured loans and TPAs. Ms. Sauer was a 2008 Bisnow on Business 30 Under 30: Rising Legal Star in the Washington, D.C. area. She is admitted to practice in Tennessee, Kentucky and the District of Columbia. Ms. Sauer received her B.A., with distinction, from the University of Virginia, and her J.D. from the University of Virginia School of Law.
Brooks Smith is a partner at the Nashville office of Bradley Arant Boult Cummings LLP. As a commercial real estate and finance attorney, Mr. Smith advises clients in their endeavors related to the acquisition, development, leasing, and financing of all classes of real estate (office, retail, industrial, multi-family, and hospitality, medical and residential developments). He also regularly represents borrowers and lending institutions in all types of real estate and healthcare related financings. Mr. Smith also focuses on legal opinion letters and matters. He is active in numerous legal, civic and community organizations, and is a past Chair of the Tennessee Bar Association’s Real Estate Section (2007-2009, 2012-2015). He is also an Adjunct Professor of Law at Belmont Law School where he teaches Real Estate Transactions and Real Estate Finance. He is the Judge of the City of Forest Hills where he adjudicates primarily property-related disputes.
Wesley D. Turner is a partner at Gullett Sanford Robinson & Martin PLLC in Nashville and dedicates his practice to helping individuals, lending institutions, non-profits, and businesses with legal needs pertaining to real estate. His practice includes sale and loan closings, residential and commercial development, title insurance, shopping centers, offices, warehouses and other income producing properties, leasing, and restructuring and foreclosure. Mr. Turner is listed in Best Lawyers in America® for Land Use and Zoning Law and Real Estate Law and is listed in Mid-South Super Lawyers® for Real Estate Law. He is past President of the Tennessee Land Title Association. He serves as an instructor at the Nashville School of Law in the area of mortgage law.
Heather Howell Wright is an associate with Bradley Arant Boult Cummings LLP, in Nashville. Ms. Wright is a litigator in the Banking and Financial Services and Policyholder Insurance Coverage Groups at the firm. She devotes a portion of her practice to advising commercial insurance policy holders regarding coverage available through commercial general liability, directors and officers, and errors and omissions policies. She manages insurance coverage matters from pre-complaint negotiations through trial and appeal. She also counsels clients and frequently speaks on insurance coverage issues.
Full Agenda - October 20, 2017
Commercial Development and Financing
8:00 a.m. to 9:00 p.m.
Sherrard Roe Voigt & Harbison, PLC
This presentation touches on many of the issues which may be encountered in a typical commercial real estate transaction—including site identification and selection; professional representation, including attorneys, professional consultants, and real estate brokers; strategies for tying up a site, including agreement preparation and negotiation, use of letters of intent and options, and negotiation and preparation of purchase and sales agreements; choice of entity for the buyer; tax consequences; due diligence issues; and financing and logistics of closing a transaction. Mr. Brown, a regular presenter at this seminar, touches on many of the aspects of a commercial real estate transaction by looking at resources and sample documents that help to address the various aspects of the transaction.
Real Estate Update
9:00 a.m. to 10:00 p.m.
Gullett Sanford Robinson & Martin PLLC
Gullett Sanford Robinson & Martin
This session is designed to educate practitioners about the most recent developments and trends in Tennessee real estate law, with a focus on recent Tennessee appellate court decisions and Tennessee statutes enacted during the 2017 legislative session.
10:00 a.m. to 10:15 a.m.
Ethics in Boundary Law
10:15 a.m. to 11:15 a.m.
West Nashville Law Group
- Attorney fees
- Communications with unrepresented parties
- Conflicts of interest
Purchase & Sale Issues
11:15 a.m. to 12:15 p.m.
Bradley Arant Boult Cummings LLP
- Term sheets
- Getting the details right
- Inspection and diligence issues
- Representations and warranties
- Covenants prior to closing
- Conditions to closing
- Defaults and remedies
- Miscellaneous provisions, or why the “boilerplate” matters?
LUNCH (included with registration)
12:15 p.m. to 1:15 p.m.
Closing a Commercial Real Estate Transaction
1:15 p.m. to 2:00 p.m.
Farris Bobango PLC
- Opening the closing: How to get started
- Review of the sale agreement and coordinating a statement date
- Insured closing letters—who gets them and why
- The reports arrive: Reading payoff letters, tax searches, and other data
- Receipt and review of closing package from the lender
- Preparation and approval of documents
- Examples of closing checklists
Title Claims and Coverage Denials
2:00 p.m. to 3:00 p.m.
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
- Covered events
- Claimants under a title insurance policy
- How to make a claim
- What does the title insurance company do to resolve claims
- Avoiding post-claim loss of coverage
- Why do title insurance companies deny coverage?
- Litigation/arbitration/bad faith penalty
3:00 p.m. to 3:15 p.m.
Insurance Provisions in Commercial Leases
3:15 p.m. to 4:00 p.m.
Heather Howell Wright
Bradley Arant Boult Cummings LLP
- Which party should provide insurance? Net vs. gross leases
- Spotting outdated language in stock agreements
- Coverage of tenant-installed fixtures and improvements
- Damage and destruction: Timing and rights for rebuilding, termination, and release of proceeds
- Providing additional insured endorsements
- Creating waivers of subrogation and mutual waivers that work with insurance clauses
- Ensuring consistency with insurance documents
Special Considerations for Commercial and Investment Transactions
4:00 p.m. to 5:00 p.m.
Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
- Entity formation issues (including special purpose entities)
- Letter of intent
- CAP rate
- Hazardous materials and zoning concerns
- Advising your client how to appropriately take title
- 1031 exchanges – issues and tracking
WHEN: Friday, October 20, 2017
WHERE: Nashville School of Law - Free Parking & Free Wireless Internet
4013 Armory Oaks Drive
Nashville, TN 37204
Lunch is included with your registration!
Registration begins at 7:30 a.m. The program begins at 8 a.m. and concludes at 5 p.m. There will be morning and afternoon breaks.