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Commercial Real Estate Financing 2017

Speaker(s): Barry A. Hines, Daniel B. Rubock, Deborah A. Scalise, Gregory P. Pressman, Jeffrey W. O'Neale, Kenneth Adams, Marvin Bagwell, Matthew D. Parrott, Michael A. Rosenberg, Michelle V. Kelban, Nancy Ann Connery, R. Marshall Grodner, Robert Hellman, Thomas D. Kearns
Recorded on: Apr. 11, 2017
PLI Program #: 185889

Ken Adams occupies a unique position in the field of contracts, in that he’s the only commentator to focus on the building blocks of contract language.

According to the Canadian periodical The Lawyers Weekly, “In the world of contract drafting, Ken Adams is the guru.” As part of its “Legal Rebels” project, in September 2009 the ABA Journal, the flagship magazine of the American Bar Association, named Ken one of its initial group of fifty leading innovators in the legal profession. And in 2014, the Legal Writing Institute gave its Golden Pen Award to Ken, “to recognize his exemplary work in contract drafting.”

In books and a series of articles, Ken has analyzed the full range of issues that a drafter confronts when deciding on the language and layout of a contract. A Manual of Style for Contract Drafting has been a best-seller for the ABA since it was published 2004; the third edition was published in 2013. He’s also author of The Structure of M&A Contracts, published in 2011 by West LegalEdcenter. He maintains a blog at After including Ken’s blog in its “Blawg 100”—its list of the hundred best law blogs—five out of six years, in 2015 the ABA Journal named Ken’s blog to the Blawg 100 Hall of Fame.

Ken conducts public and in-house seminars throughout the U.S. and Canada, as well as in Asia, Australia, Europe, and the Middle East. He acts as consultant to companies looking to improve their templates. He’s an adjunct professor at Notre Dame Law School. And he’s a pioneer in online contract automation.

A U.S. citizen, Ken was raised in Africa and Europe; he received all of his secondary and college education in England. After graduating from the University of Pennsylvania Law School in 1989, Ken practiced corporate law at major law firms in New York and Geneva, Switzerland.

Matthew D. Parrott is a member of both the Real Estate Department and the Litigation Department, and co-head of the Real Estate Litigation Practice. The firm's Real Estate Department has consistently been recognized as the preeminent transactional real estate practice in the United States, representing leading industry participants in the development and reshaping of New York City's skyline and those of other major cities around the world.

Mr. Parrott has acted as lead counsel in cases involving billions of dollars in secured finance transactions, including disputes regarding Uniform Commercial Code (UCC) foreclosures, intercreditor disputes, lender liability claims, securitized loans, mezzanine loans and guaranty enforcement. These matters have involved some of the largest construction project foreclosures in New York City history. During the Great Recession, Mr. Parrott was lead counsel representing the lenders in the foreclosure of the Trump SoHo Hotel, One Madison Park, 47 East 34th Street and 855 Avenue of the Americas. More recently, during the Covid-19 pandemic, Mr. Parrott has acted as lead counsel handling foreclosures and related litigation involving multiple noteworthy projects, including the Hayworth and XI projects in Manhattan, among others. Mr. Parrott also has extensive experience handling matters involving joint venture disputes, land use issues, commercial leasing disputes, specific performance claims, adverse possession claims, Sharia and murabaha financing, corporate merger and acquisition transactions, and fraudulent transfer claims. Mr. Parrott's clients routinely seek out his advice in a general counsel capacity with respect to day-to-day litigation matters impacting their businesses and transactions.

In recognition of his extensive experience, Mr. Parrott has repeatedly been appointed to act as a receiver by federal and state courts in matters involving liquidations of corporate entities, administration of insolvent businesses, real property foreclosures and the management and operation of commercial properties. He is also an experienced arbitrator and has previously presided over arbitration matters involving complex securities and contract disputes.

Mr. Parrott is actively involved in real estate industry current affairs and is regularly asked to write and speak on industry topics. Most recently, he participated in PLI Institute's panel titled “Issues in Commercial Real Estate Finance – The Litigator's Point of View.” In 2019 and 2021, the New York Law Journal announced that the firm's Real Estate Litigation Practice had been named the Litigation Department of the Year – Real Estate in recognition of the many significant matters handled by our team.

Prior to joining Fried Frank, Mr. Parrott was partner and head of the real estate litigation practice in the New York office of an international law firm.

Mr. Parrott received his JD from Fordham University School of Law in 1996 and his BA from Manhattanville College in 1993. He is admitted to practice in New York, the US District Courts of Appeals for the Sixth and Eleventh Circuits, and the US District Courts for the Eastern and Southern Districts of New York.

Gregory P. Pressman focuses his practice at Schulte Roth & Zabel on real estate acquisition and development, real estate lending and finance, including securitized financing, joint ventures, real estate taxation, debt restructures and workouts, cooperative and condominium development and conversion, and commercial leasing.

Greg is a member of the New York State Bar Association. He serves on the Executive Committee of the State Bar Association’s Real Property Law Section and is a longstanding member of the Section’s Committee on Condominiums and Cooperatives. He also currently co-chairs the Section’s Legal Opinion Committee. In 2002, Greg was elected to the American College of Real Estate Lawyers. A prolific author and frequent public speaker, Greg has written numerous articles on real estate law for the New York Law Journal and has lectured on such real estate-related topics as real estate bankruptcies, loan workouts (including the impact of securitization on a restructuring), the closing process, and drafting commercial real estate loan documents. After receiving his undergraduate degree, cum laude, from Harvard College, Greg went on to earn an LL.B. from the University of Pennsylvania Law School and an LL.M. in Taxation from New York University School of Law.

Jeffrey O’Neale is a partner in the Finance Group and chair of the Lending & Servicing Team at Alston & Bird LLP. He focuses his practice on representing institutional lenders, financial institutions and servicers in a variety of secured and unsecured financial transactions including commercial mortgage loan originations, single-family residential mortgage loan originations, loan workouts and restructurings, repurchase and warehouse facilities and credit facilities. A primary focus of his practice is representing special servicers in loan workouts, restructurings and modifications and repurchase facility buyers in the servicing and administration of their commercial mortgage loan portfolios.

Jeffrey received his J.D. from the University of Michigan Law School in 2007. He received his B.A. in international finance and marketing from the University of Miami (FL) in 2001.

Jeffrey is admitted to practice in North Carolina.

Marvin N. Bagwell is the Vice-President and Chief New York State Counsel for Old Republic National Title Insurance Company and is based in Westbury, New York. 

Marvin is a frequent lecturer on real estate and title insurance matters and has published over 70 articles on the subjects, many of which appeared in the New York Law Journal.   Currently, Marvin is an editor of the N.Y. Real Property Law Journal and sits on the Board of Editors of the New York State Bar Association Journal. He edited the most edition of the Title Insurance section of the treatise, Warren’s Weed New York Real Property.   Marvin is a member of the Executive Committee of the Real Property Section of the New York State Bar and also sits on the Forms Committee of the American Land Title Association.  Marvin has served as the President of   both the New York State Land Title Association (“NYSLTA”) and  of the Title Insurance Rate Service Association (“TIRSA”).  Marvin is a graduate of Harvard College and Harvard Law School.  He is licensed to practice law in New York State and is an Associate member of the Commonwealth of Virginia Bar Association  He was elected a Fellow of ACREL in 2008.

Michelle Kelban, Global Co-Chair of the Real Estate Practice at Latham, focuses her practice on all aspects of commercial real estate law, with a particular concentration on highly structured capital raising and financing, acquisitions, joint venture recapitalizations and workouts and restructurings for both borrowers and lenders. She represents capital providers in a range of real estate transactional structures and is a “skilled and extremely competent” lawyer who is “very knowledgeable and service oriented” according to The Legal 500 US.

  • Asset and entity level acquisitions and dispositions in respect of real estate based operating businesses
  • Single asset and multiple property portfolio financings for a range of property types and performing and non-performing loan assets
  • Mezzanine financings, preferred equity structures, equity investments, joint ventures, and equity recapitalizations
  • Workouts, restructurings, distressed and performing loan sales
  • Foreign investors with respect to all types of in-bound U.S. acquisitions, joint ventures, and financings

In 2020, Ms. Kelban was elected to the American College of Real Estate Lawyers, an invitation-only organization comprised of leading real estate lawyers across the US.


Ms. Kelban has significant experience with a range of property types such as:

  • Hotels and resorts
  • Casinos
  • Mixed use projects
  • Assisted living facilities and senior housing facilities
  • Office buildings

Ms. Kelban’s experience includes advising:

  • A private equity fund in the exercise of remedies in connection with a subordinated mezzanine loan secured by a 148 asset hotel portfolio located in 32 states and the transfer of such portfolio to the client, as lender, in lieu of a foreclosure
  • Real estate aspects of a preferred equity co-investment in Albertsons Companies, one of the largest food and drug retailers in the US
  • An institutional lender in multiple, highly structured loans secured by non-performing loans, performing loans, and portfolios of fee assets
  • A Middle Eastern investor in acquiring the Montage Beverly Hills
  • A Middle Eastern investor in acquiring the Intercontinental Barclay New York Hotel through a joint venture structure together with acquisition financing and construction financing and structuring for a major hotel renovation
  • An institutional lender in connection with a mortgage loan with a future advance component secured by 36 commercial real estate assets and a mezzanine loan secured by the equity interest in mortgage borrowers
  • A Middle Eastern investor in the purchase of the retail and hotel condominium components of a to be constructed trophy property in downtown Manhattan
  • A foreign investor in connection with the complex development joint venture, acquisition, pre-development and construction financing of One Wall Street, a landmarked office building located in downtown New York City
  • A private equity fund as borrower pledging large non-performing loan portfolios as collateral under multiple loan transactions

Ms. Connery is a member of the American College of Real Estate Lawyers, and has been designated a “Super Lawyer”©.  She’s the former chair of the Committee on Real Property Law and of the Committee on Cooperative and Condominium Law at the New York City Bar Association, is a member of the Executive Committee of the New York State Real Property Law Section, and a former chair of the ABA Leasing Group’s Assignment and Subletting Committee.  She’s also a chapter author for “Negotiating and Drafting Commercial Leases” and for Commercial Real Estate Transactions Handbook.

Mr. Hellman has 35 years of experience in commercial real estate industries and is Pembrook’s chief operating officer and responsible for Asset Management, as well as a member of Pembrook’s investment and valuation committees, and is the Chief Compliance Officer.   Mr. Hellman previously led the real estate practice for DLA, LLC, where among his engagements Mr. Hellman was retained as head of asset management for a real estate investor owning a $2.5 billion diversified portfolio in the US.   Mr. Hellman began his real estate career at Lehman Brothers where, during his 16 year tenure, he focused on originating and marketing alternative investments, served as president, CEO and/or CFO for several public real estate funds investing in retail, multifamily and commercial assets and was part of the firm’s real estate restructuring efforts.   He has also held senior positions at Ackman-Ziff Real Estate Group, Newmark Capital Group and was managing principal for Riverstreet Realty Advisors.   His affiliations include: Urban Land Institute (full member); advisory board member of the Cornell Baker Program in Real Estate; the University Council of Cornell University; former board member of the New York chapter of the Turnaround Management Association; and New Jersey Bar.   He is a Visiting Lecturer at Cornell University and has taught Real Estate Capital Markets as an adjunct professor at NYU’s Schack Real Estate Institute and New York Law School.   Mr. Hellman earned a B.A. in Government from Cornell University, an M.S. in International Business from Columbia University and a J.D. from Fordham University.

Thomas D. Kearns is a partner in the real estate department of Olshan Frome Wolosky LLP. He has significant experience in both real estate and corporate law. Tom specializes in representing owners, operators and developers in the acquisition, development, leasing and financing of office, residential and retail properties. He has extensive experience with joint venture, LLC, tenant-in-common and other agreements between co-venturers and with sophisticated condominium or other joint ownership arrangements of real estate. He is also an expert on the impact of federal and state securities laws on real estate. Tom is a Member of ACREL, the American College of Real Estate Lawyers. Tom earned both an MBA and JD from Fordham University. Follow Tom on real estate and LLC issues on Twitter @TDKearns and through his blog:

Barry Hines is a partner in the Louisville office of Frost Brown Todd LLC where he practices in the commercial real estate finance group.  His practice is heavily concentrated in representing lenders in connection with commercial real estate and capital markets transactions.  His clients include CMBS lenders that originate commercial mortgage loans nationwide, as well as master and special servicers of CMBS loans.  He is a graduate of the University of Louisville School of Law and received his undergraduate degree from the University of Kentucky.  He is a current member of the Board of Governors of the American College of Real Estate Lawyers and the former the Chair of the Capital Markets Committee, is listed in Best Lawyers of America, Kentucky Super Lawyers, Chambers USA America’s Leading Lawyers for Business and is AV Pre-eminent rated in Martindale Hubbell.

Dan Rubock is Senior Vice President and senior counsel with the Commercial Real Estate Finance Group at Moody’s Investors Service, helping Moody’s develop its policy for structural and legal issues in CMBS.

Prior to joining Moody’s in 1999, Dan practiced law with Cadwalader Wickersham & Taft, Dechert Price & Rhoads and White & Case, concentrating in commercial real estate law and real estate litigation.

Dan is a graduate of Yale College and Columbia Law School. He was elected a Fellow of the American College of Real Estate Lawyers in 2007, is a Certified Mortgage Banker, and is a member of the editorial board of CRE Finance World.

Deborah A. Scalise is a partner in the firm SCALISE & HAMILTON LLP in Scarsdale, New York which focuses its practice on the representation of professionals (primarily lawyers and judges) in professional responsibility and ethics matters and white-collar criminal matters.  Since 2002, Ms. Scalise has appeared before the Character and Fitness Committees, the New York State and Federal Grievance Committees and the Judicial Conduct Commission. 

Prior to 2002, Ms. Scalise was Deputy Assistant Attorney General in Charge of Public Advocacy for the Westchester Region for the NY Attorney General’s Office and handled cases involving consumer frauds, civil rights and public integrity matters. Before that, she was Deputy Chief Counsel to the Departmental Disciplinary Committee for the First Judicial Department where she investigated and litigated complex disciplinary matters. She began her career as an Assistant District Attorney in Kings County, where she handled economic crimes and arson cases.  Ms. Scalise earned a Juris Doctor from Brooklyn Law School, a Bachelor of Arts Degree from John Jay College, CUNY and a Master of Arts Degree in Forensic Psychology from the John Jay College Graduate School, CUNY. 

In 2016, Ms. Scalise was appointed to the NYS Office of Court Administration CLE Board by Chief Judge Janet DiFiore. She also testified before the 2015 OCA State Commission on Professional Discipline with regard to attorney mental health issues. Her authored materials, entitled “Ethically Dealing with Clients, Witnesses and Attorneys with Diminished Capacity,” were annexed to the Commission’s Report that issued recommendations as to the unification of the New York State disciplinary process. 

Ms. Scalise is a contributing author in “The Dementia Crisis” written by Robert Abrams, Esq., Editor, NYS Bar Association Journal, January 2017. She contributed a chapter to Oxford University Press’s The New York Rules of Professional Conduct: Opinions, Commentary, and Case Law, a treatise discussing ethical conduct, and frequently contributes articles related to professional responsibility and ethics issues for among others, the NYSBA Journal and State Bar News; the WBASNY and WWBA Newsletters; the WCBA Bar Journal; and the NYSTLA Bill of Particulars. 

In 2015 Ms. Scalise and her partner, Sarah Jo Hamilton were honored by NYCBA Lawyers Assistance Program (LAP) for their continued support and contributions to LAP. In 2014, the firm received the WWBA’s Family Friendly Award.  In 2012, Ms. Scalise received WBASNY’s Marilyn Menge Award and in 2009 she received the Westchester County Above the Bar Pace Setter Award.  She was the subject of a profile in the ABA's Student Lawyer Magazine in its February 2005 issue.

Michael A. Rosenberg serves as a Partner in the Real Estate Group at Cassin & Cassin LLP and has been practicing real estate law—with a primary focus on real estate finance—for the last 13 years.  In this role, Michael represents institutional and commercial lenders in closing commercial real estate loans (permanent, interim, bridge, construction and mezzanine) in all asset classes nationwide to be held on lenders’ balance sheets or intended for sale in the secondary market.  Michael has also represented investment, commercial banks and investors in purchasing, selling, syndicating and restructuring mortgage and mezzanine loans.  Additionally, Michael has experience handling other complex commercial transactions, including acquisition and disposition of real property and equity interests, and leasing.

Michael is admitted to practice in the State of New York and the State of Maryland. Michael is a member of the American Bar Association, the Mortgage Bankers Association of New York and is both a member and past board member of the Young Mortgage Bankers Association. He received his Juris Doctor from the University of Baltimore School of Law simultaneously with his Masters of Business Administration from the University of Baltimore Merrick School of Business, and his Bachelor of Science from the University of Maryland at College Park, Robert H. Smith School of Business.

R. Marshall Grodner is a member in the firm's Baton Rouge office. His practice focuses primarily in commercial transactions, secured transactions, commercial finance, opinion letters, and commercial real estate. Marshall serves as chair of the firm's legal opinion committee. He is also the Treasurer of and a Fellow in the American College of Commercial Finance Attorneys. Marshall is the President of the Association of Commercial Finance Attorneys. He is also the First Vice Chair of the Commercial Finance Committee of the Business Law Section of the American Bar Association. Marshall has served as an adjunct professor at the Louisiana State University Law Center. He has authored or co-authored several articles in law reviews and other publications dealing with commercial finance, secured transactions, commercial real estate and other business law issues. Marshall has also delivered lectures and papers throughout the country dealing with loan documentation, secured transactions, ethics and professionalism in the transactional context and real estate law.