Law Seminars International Presents:

The 25th Annual Advanced Conference on

Commercial Real Estate Purchases & Sales

The structuring, financing, negotiation, documentation, enforcement, and due diligence of commercial property sales

April 18 & 19, 2019

Seattle, WA

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Program Overview

Who Should Attend

Attorneys, brokers, property managers, owners, buyers, appraisers, Limited Practice Officers, and other real estate professionals

Why You Should Attend

The market for purchase and sale of commercial real estate is often competitive and fast paced. Just as each piece of real property is unique, each sale transaction will inevitably present its own set of details, issues and complexities, as well as the deal-specific motivations, goals, and requirements of the seller and buyer.

The 25th Annual Conference on Advanced Commercial Real Estate Purchases & Sales will provide up-to-date information on the current market and tools, insights, issues, and examples necessary to allow real estate, legal, and other professionals to succeed in their pertinent roles.

The conference is designed to flow like a transaction itself. We begin with a discussion of "pre-sale" analysis and process, followed by presentations by real estate lawyers on necessary details and common issues in negotiation of the PSA. We then hear presentations and discussions between buyers, sellers, and other real estate specialists regarding physical, title and economic due diligence, ownership structures, financing, closing procedures and issues, defaults and remedies, and real-life ethical challenges.

This conference is a must for anyone who does, or desires to, play a role in the realm of real property purchases and sales.

~ Jennifer D. Cobb, Esq. of Jameson Babbitt Stites & Lombard and Brian L. Lewis, Esq. of Ryan Swanson & Cleveland, Program Co-Chairs

What You Will Learn

  • Market Update
  • Pre-PSA processes
  • The most common points of contention when negotiating purchase & sale agreements
  • Title insurance and survey issues
  • Buyer due diligence
  • Buyer structures and financing
  • Logistics and other issues for escrows & closings
  • Rights & remedies for deals gone bad
  • Ethical issues for real estate lawyers

What Attendees Have Said About Similar Programs

  • "The seminar was very well presented, and the presenters were top notch. Thank you for your efforts and those of the presenters."
  • "All the presenters were well prepared."
  • "Overall content was excellent, as always!"
  • "Great social happy hour on Thursday evening."

Agenda Day 1

8:30 am

Registration Opens

9:00 am

Introduction: Anatomy of a Purchase & Sale Agreement and Most Common Points of Contention

A look at the "must include" provisions and specific sticking points

Jennifer Dunn Cobb, Esq. , Program Co-Chair
Jameson Babbitt Stites & Lombard / Seattle, WA

Brian L. Lewis, Esq. , Program Co-Chair
Ryan Swanson & Cleveland / Seattle, WA

10:15 am


10:30 am

Pre-PSA Processes

Broker and lawyer perspectives on pre-listing analysis, marketing options and alternative processes for buyer selection and negotiation of pre-PSA deal terms

Trevor Clark , Principal
Clark Fadden Commercial Real Estate / Seattle, WA

Marco de Sa e Silva, Esq.
Davis Wright Tremaine / Seattle, WA

11:15 am

Title Insurance and Survey Issues

Key issues in review of easements and CCRs; special issues for condominiums and other forms of ownership; buyer title objections and requirements, seller responses and pro forma title policies

John W. Jones , Sr. VP, Senior Commercial Underwriter
Fidelity National Title Group / Seattle, WA

Chantale Stiller-Anderson, Esq.
Van Ness Feldman / Seattle, WA

12:15 pm

Lunch (on your own)

1:30 pm

Buyer Due Diligence

In general: Example checklists with various due diligence tasks; use of third party consultants and specialists; relative timing considerations; due diligence waivers

Michael A. Nesteroff, Esq.
Lane Powell / Seattle, WA

Land use: Zoning, entitlements, and other land use issues

Alan L. Wallace, Esq.
Williams Kastner & Gibbs / Seattle, WA

Environmental investigations: Scoping issues for Phase 1 and Phase 2 environmental studies; invasive vs. non-invasive testing; practicalities including the need for realistic timeframes

Richard H. Allan, Esq.
Marten Law / Portland, OR

3:15 pm


3:30 pm

Economic Due Diligence: Leases and Other Income Streams

Tenant interviews, estoppel certificates and Subordination, Non-Disturbance and Attornment agreements

Gregory G. Lutje, Esq.
Ryan Swanson & Cleveland / Seattle, WA

4:15 pm

Buyer Structures

Options for ownership and capital structures; tips for finding the structure that best fits the property and buyer group; special issues for foreign entity involvement

Steven L. Wood, Esq. , Founder and Managing Director
CenturyPacific / Seattle, WA

5:00 pm

Continue the Exchange of Ideas: Reception for Faculty and Attendees

Sponsored by Jameson Babbitt Stites & Lombard and Ryan Swanson & Cleveland

Friday, April 19, 2019

9:00 am

Market Update

Developer perspective

Steve Cook , Investment Partner
Schnitzer West, LLC / Bellevue, WA

Capital markets view

James Bach , First Vice President, Capital Markets
CBRE, Inc. / Seattle, WA

10:00 am


10:15 am


Negotiable business items in loan documents

Michael Taylor , Principal
Newmark Realty Capital, Inc. / Seattle, WA

11:00 am

The End Goal: Anticipating Logistics and Other Issues for Escrows & Closings

Coordination tips for smoother closings: Avoiding documentation and procedural problems; resolving pro-ration disputes and minimizing loan-funding delays

Crystal Flood, Esq. , Commercial Closing Counsel
First American Title Insurance Co / Seattle, WA

11:45 am

Lunch (on your own)

1:00 pm

Deals Gone Bad: Rights & Remedies

Importance of PSA language; remedies for seller and buyer defaults; pertinent statutes and case law

Thomas S. Linde, Esq.
Schweet Linde & Coulson / Seattle, WA

Christopher I. Brain, Esq.
Tousley Brain Stephens / Seattle, WA

2:00 pm

Ethical Issues for Real Estate Lawyers

Review of ethics for transactional attorneys with examples of ethical issues arising in connection with real estate transactions

Evan L. Loeffler, Esq.
Loeffler Law Group / Seattle, WA

3:00 pm

Evaluations and Adjourn

Faculty Bios

Jennifer Dunn Cobb, Jennifer Dunn Cobb, Program Co-Chair, is a member at Jameson Babbitt Stites & Lombard. She represents developers, owners, users, purchasers, and lenders in all aspects of real estate transactions, including development, leasing, sales and acquisitions, entity formation, and financing.

Brian L. Lewis, Brian L. Lewis, Program Co-Chair, is Chair of the Real Estate, Development & Finance Group at Ryan Swanson & Cleveland. He focuses his practice on real estate transactions and debtor/creditor relations.

Richard H. Allan Richard H. Allan is the managing partner of Marten Law's Portland office. He represents developers in the acquisition, siting, expansion, and operation of major projects, with an emphasis on energy facilities, but also including industrial facilities, ski areas, and destination resorts.

James Bach James Bach is First Vice President, Capital Markets for CBRE, Inc. He originates mortgages (construction, bridge, mezzanine and permanent) and equity opportunities for correspondent life insurance companies, banks, pension funds, conduits (CMBS), agency lenders, credit companies, and other institutional investors.

Christopher I. Brain Christopher I. Brain is a co-founder of Tousley Brain Stephens. He has handled litigation regarding purchase agreement disputes; specific performance and foreclosure actions; restrictive use covenants and construction; ownership and management of closely held businesses including complaints of fiduciary breach; disputes by, and among, partners or shareholders in closely held entities.

Trevor Clark, Trevor Clark, a Principal at Clark Fadden Commercial Real Estate, specializes in the office sector of corporate real estate. Prior to focusing on tenant representation and investment sales, he had a landlord portfolio of 3 million square feet in downtown Seattle.

Steve Cook Steve Cook is an Investment Partner at Schnitzer West, LLC. It is one of the West Coast's leading real estate development & property management firms.

Marco de Sa e Silva Marco de Sa e Silva is the former Chair of the firm's Real Estate and Land Use Practice Group at Davis Wright Tremaine, and represents clients in real estate transactions and land development projects.

Crystal Flood Crystal Flood is Commercial Closing Counsel at First American Title Insurance Co.

John W. Jones John W. Jones is Sr. VP, Senior Commercial Underwriter for Fidelity National Title Group. He oversees underwriting for local, multi-county, and multi-state transactions for the firm's Seattle commercial division.

Thomas S. Linde Thomas S. Linde is a Member at Schweet Linde & Coulson. He is one of the leading experts in the areas of real estate, and creditor's rights and remedies law.

Evan L. Loeffler, Evan L. Loeffler, Loeffler Law Group, represents property management companies, landlords, and commercial tenants in Seattle and surrounding counties. He is also co-author of the Real Estate Closing Deskbook, Third Edition, published by the American Bar Association.

Gregory G. Lutje Gregory G. Lutje is Of Counsel at Ryan Swanson & Cleveland. He focuses his practice primarily on leasing, acquisitions, dispositions, financing/refinancing, development and entitlements.

Michael A. Nesteroff Michael A. Nesteroff is a partner at Lane Powell. He has extensive experience representing clients in environmental litigation, agency negotiations, property acquisition and leasing issues, and counseling clients on risk and compliance.

Chantale Stiller-Anderson Chantale Stiller-Anderson is Of Counsel at Van Ness Feldman. Prior to joining Van Ness Feldman, Chantale spent over 10 years as commercial closing counsel for major private development clients at First American Title.

Michael Taylor Michael Taylor is a Principal at Newmark Realty Capital, Inc. He previously co-founded and co-owned Churchill Real Estate, Inc. in Seattle and then founded Newmark's Seattle office. He has arranged over $3 billion in financings during his career for properties located throughout the Western United States.

Alan L. Wallace Alan L. Wallace is a member of Williams Kastner & Gibbs. He counsels private and non-profit real estate owners, developers, and investors in obtaining, protecting, and litigating real property rights.

Steven L. Wood Steven L. Wood is the Founder and Managing Director of CenturyPacific. Prior to founding CenturyPacific, he served as the Senior Executive of Burlington Northern Railroad's real estate subsidiary.

Continuing Education Credits

Live credits: This program qualifies for 10.75 WA MCLE (including 1 ethics), 10.75 WA LPO (including 1 ethics, and 12.5 WA Real Estate credits. Upon request, we will apply for, or help you apply for, CLE credits in other states and other types of credits.


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Crowne Plaza Hotel - Seattle Downtown

1113 Sixth Avenue in Seattle, WA 98101
(206) 464-1980

The conference will be held at the Crowne Plaza Hotel - Seattle Downtown at 1113 Sixth Avenue in Seattle, WA 98101. Call the hotel directly at (206) 464-1980 for reservations.
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