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Commercial Real Estate Financing 2019


Speaker(s): Andrew M. Schutzman, Christine Leas, Daniel B. Rubock, Ellen M. Goodwin, Emilie Cooper, James M. Carolan, Janice Mac Avoy, Jeffrey W. O'Neale, Joseph Philip Forte, Joshua Stein, Michelle V. Kelban, Paul M. Fried, Pery D. Krinsky, S.H. Spencer Compton, Schuyler G. Carroll, Thomas A. Glatthaar
Recorded on: Apr. 2, 2019
PLI Program #: 251691

Andrew M. Schutzman is CEO and President of AMS Risk Management & Consulting, Inc., a consulting firm that specializes in providing professional insurance risk management and consulting services to clients on a continuous and project basis.  The practice also provides litigation support and expert witness work on Property & Casualty insurance issues.  Formerly a Senior Vice President at a Long Island consulting practice, Andrew has serviced clients in the financial, manufacturing, construction, real estate, retail, hotel/casino industries, not-for-profit organizations and municipalities over the last twenty-five (25) years. 

Andrew holds the Chartered Property Casualty Underwriter (CPCU) designation, the most recognized degree in the Property and Casualty industry. Andrew also holds a Juris Doctorate from the State University of Buffalo Law School and is admitted to practice in New York.

Andrew has conducted continuing education seminars on a wide variety of insurance topics including Workers Compensation Insurance (New York Chamber of Commerce), Indian Gaming (Sovereign Indian Nation Tribal Government Insurance Conference), Business Interruption/Extra Expense (Long Island Accountant's Association), Directors & Officers Liability/Employment Practices Liability (NYS Society of CPAs) and Small Business Insurance Overview (Institute of Management Accountants).  Andrew has been interviewed and quoted frequently for articles related to insurance matters in such publications as the New York Times, the Habitat, the Cooperator and the Bottomline.

Andrew participates as a member of The American Bar Association, Section

Tort & Insurance Practice and The CPCU Society.


Christine Leas advises clients on a broad array of transactional, as well as regulatory compliance and permitting issues, with a particular focus on complex brownfield and contaminated site redevelopment projects. She also has extensive experience negotiating manuscript environmental insurance policies and resolving coverage disputes.  Christine obtained her law degree from the University of California, Hastings College of Law, and is admitted to practice in New York, California and Connecticut.  She is recognized as a leading environmental practitioner by Who’s Who Legal and New York Super Lawyers.

In addition to counseling developer clients on environmental due diligence, structuring and negotiating the property sale transaction, environmental consulting and remediation service procurement and oversight, environmental insurance and regulatory compliance, Christine has worked with corporate and financial institution clients on environmental aspects of mergers and acquisitions involving many domestic and international properties.  Her experience includes:

  • Due diligence and environmental acquisition counsel on dozens of individual projects as well as portfolio acquisitions within the New York region and nationally for clients including: private equity investors, institutional lenders, turn-key developer of distribution facilities, shopping center and self-storage facility operators
  • Environmental counsel for many mixed use residential and commercial projects on brownfield locations
  • Environmental counsel to family-owned businesses with legacy liability obligations
  • Led several insurance claim recoveries under environmental policies and for legacy environmental liabilities under general liability policies dating back to the early 1900s
  • Permitting counsel and enforcement defense against asserted violations of coastal zone and freshwater wetland regulations

Christine is a frequent lecturer on environmental liability and regulatory compliance issues.  She recently spoke at the Ekos Brazil, SustRem conference in São Paulo, Brazil (October 2018), and has presented many continuing legal education programs for PLI, the New York State Bar Association Environment and Energy Law Section, and the American Bar Association Section of Business Law.


Ellen Goodwin is a partner in Alston & Bird’s 60-lawyer Real Estate Finance & Investment Group, the former co-chair of the Group and resident in the New York office. Ms. Goodwin concentrates her practice on commercial real estate finance and has represented investment banks, commercial banks, funds and insurance companies on a variety of loan transactions for both securitizations and portfolios, including construction loan financings, loan syndications and participations, co-lending and senior/subordinate arrangements and mezzanine finance. She acts as form and program counsel for a number of active CMBS, balance sheet and bridge lenders. Ms. Goodwin’s expertise additionally extends to the work-out, restructuring and foreclosure of both securitized and portfolio mortgage loans, and she has extensive experience working with special servicers. She represents both sellers and purchasers of whole loans, subordinate debt and mezzanine loans.

Ellen is a member of the American College of Real Estate Lawyers (ACREL), American Bar Association, and New York State Bar Association and is a frequent lecturer on various topics concerning real estate finance and work-outs and restructurings of mortgage and mezzanine loans. She speaks regularly for the Practising Law Institute, the New York State Bar Association, the New York City Bar Association, ACREL and the International Council of Shopping Centers.

Ellen has been listed in The Best Lawyers in America© in the Real Estate – New York category – for the last seven years and in The Best Lawyers® Business Edition 2017 – Women in the Law 2017.


Emilie Cooper is an accomplished litigator with significant experience handing disputes in the real estate and hospitality arenas. She has successfully represented companies and individuals, including real estate and hotel investors, developers, lenders, owners, managers, and operators, in a wide variety of matters and through all stages of complex litigation.

Emilie’s knowledge of the real estate and hotel industries, particularly in New York, has been invaluable to both plaintiffs and defendants in high stakes litigations and arbitrations, including breach of contract, fraud, breach of fiduciary duty, commercial tort suits, securities and foreclosure actions. Moreover, her industry knowledge enables her to better understand her clients’ business needs and goals, and consider how best to achieve them, through litigation or otherwise. Emilie also frequently advises clients concerning the potential litigation implications of their agreements and transactions, providing a unique litigator’s point of view in a transactional context.

Emilie regularly devotes time to pro bono cases, and has successfully obtained asylum for several clients fleeing persecution, including an Ethiopian orphan who originally came to the United States to seek medical treatment for complications from her amputated leg.

Professional Recognition

  • New York Metro Super Lawyers Rising Stars, Thomson Reuters, Business Litigation and Real Estate: Business, 2015-2018

Selected Client Representations

  • Obtained a preliminary injunction for the manager of a 600-room hotel in Times Square preventing the premature termination of a hotel management agreement.
  • Secured a complete pre-trial victory for a hotel developer and operator in a federal suit alleging commercial torts.
  • Represented the developer of a building on Billionaires’ Row in several litigations.
  • Litigated a jury trial on behalf of a private plaintiff pursuing securities fraud claims for insider trading and market manipulation.
  • Defended the developer of a luxury residential building in downtown Manhattan in connection with multiple claims for brokerage commissions.
  • Represented lenders in foreclosing on over $300 million of loans secured by two midtown hotels, and in pursuing personal guaranties provided by borrower’s principals in connection with the loans.


James M. Carolan is a partner at Steptoe & Johnson LLP. He has broad experience representing foreign and domestic clients in all aspects of real estate. He has handled acquisitions and sales of single assets and portfolios, ground leases, space leases for office, retail, warehouse and other uses, asset-based and mezzanine financings, development and investment joint ventures, construction and design arrangements, and complex easements for conservation, utilities, construction and access.  His diverse clients include developers, major corporations, universities, funds, art galleries, luxury retailers, restauranteurs, investors and family offices. After spending 14 years as in-house counsel to Yale University, where he advised the central university and endowment on real estate investment, development and general business matters, Jim led the U.S. real estate group of an international law firm for 10 years. In addition to his extensive commercial experience, Jim has handled over $1 billion in luxury residential transactions in and outside the U.S. A frequent lecturer, he has taught courses and classes on real estate law and practice at the Yale Law School, the Yale School of Forestry and Environmental Studies, NYU, Columbia and Cornell. Jim has handled pro bono matters throughout his career, ranging from a child abuse action to affordable housing, and advising on the formation and governance of nonprofits. He is fluent in Italian, and advises Italian speaking clients on their U.S. dealings, and assists foreigner investors dealing with Italy.  Jim raises money for the maintenance of Italian monuments in his spare time.


Janice Mac Avoy is a member of the Real Estate Department and the Litigation Department, co-head of the Real Estate Litigation Practice Group and member of the Firm's Pro Bono Committee.
Ms. Mac Avoy concentrates her practice in complex real estate-related transactions and disputes, commercial litigation and arbitration, complex commercial landlord tenant disputes and commercial fair market rent arbitrations. She also has extensive experience in creditor’s rights, including complex commercial real estate mortgage foreclosures and UCC foreclosures, workouts and restructuring of real estate secured debt. Ms. Mac Avoy works with the Firm’s Real Estate Department on transactions in order to resolve issues without resorting to litigation.

Ms. Mac Avoy’s clients include commercial landlords and tenants, lenders and investors, broker-dealers and multinational corporations as well as individuals involved in commercial disputes. A significant amount of Ms. Mac Avoy’s practice includes advising clients on complex securitized debt in which the underlying assets are real estate, including the enforcement of lender’s rights, acquisition and divestitures of real estate secured debt and the restructuring of real estate secured debt. She also advises clients in complex partnership and JV disputes.
Ms. Mac Avoy has created seminars and CLE presentations on, among other things, the basics of real estate restructuring and workouts, mezzanine loan foreclosures under the UCC and the parameters of the attorney-client privilege in the corporate context. Ms. Mac Avoy has also published articles on lender liability claims, developments in the law of attorney-client privilege, electronic discovery and the appropriate use of email.

Ms. Mac Avoy received the “Courage Award” from The Women Lawyers Association of Los Angeles for her exceptional dedication and commitment in the fight to protect women’s reproductive freedom. She received the "Commitment to Justice Award" for her extensive work on and long-term commitment to family law cases referred to her by Her Justice. In addition, she was honored with the 2018 Zero Tolerance Award by Sanctuary for Families at the annual Zero Tolerance gala for her lifelong commitment to the protection and empowerment of women. Ms. Mac Avoy was named to Crain's New York Business' inaugural list of Leading Women Lawyers in New York City in 2017 and was named a Woman of Influence by Real Estate Forum in 2016.
Ms. Mac Avoy received her JD from Columbia Law School in 1988, where she was a Harlan Fiske Stone Scholar and associate editor of the Law Review. She received her BA, summa cum laude, from Washington University in 1985, where she was a member of the Phi Beta Kappa society and has since been recognized as a distinguished alumna. Ms. Mac Avoy is admitted to practice in New York; the United States District Courts for the Southern and Eastern Districts of New York; the United States District Court for the Eastern District of Michigan; and the United States Courts of Appeal for the Second, Third and Ninth Circuits.


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.


Michelle Kelban focuses her practice on all aspects of commercial real estate law, with a particular concentration on real estate finance. 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. Representative types of transactions include the below:

  • Single asset and multiple property portfolio real estate financings for a range of property types and performing and non-performing loan assets
  • Mezzanine financings, preferred equity structures, equity investments, sale and leaseback transactions
  • Joint ventures, development, acquisitions and dispositions
  • Representation of foreign investors with respect to all types of in-bound U.S. acquisitions, joint ventures and financings

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

  • Hotels and resorts
  • Casinos
  • Shopping centers
  • Assisted living facilities
  • Office buildings

Ms. Kelban’s experience includes advising:

  • 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 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
  • Representation of a foreign investor in connection with the complex development joint venture, acquisition and construction financing of One Wall Street, a landmarked office building located in downtown New York City
  • A foreign investor in the financing and ultimately the acquisition of the Plaza Hotel in New York City


PERY D. KRINSKY is the principal of KRINSKY, PLLC, where he focuses his practice on ethics-based defense litigation.  Before forming his own law firm, Mr. Krinsky was associated with the law firm of LaRossa & Ross, and then the Law Offices of Michael S. Ross. MR. KRINSKY’S ethics-based defense litigation practice focuses on:

•           Federal & State Attorney/Judicial Ethics Matters, including:  representing attorneys and law firms under investigation by disciplinary authorities and other government agencies; providing guidance to lawyers concerning the day-to-day practice of law; representing disbarred and suspended attorneys seeking reinstatement; advising and representing members of the New York State Judiciary in matters before the New York State Commission on Judicial Conduct; and assisting law school graduates in the admissions process.

•           Federal & State Criminal Defense Matters, including:  defending clients against law-enforcement actions such as claims of securities fraud, antitrust, investment advisory fraud, health care fraud, tax issues, money laundering, RICO, and narcotics trafficking, among others; helping conduct internal investigations; addressing compliance issues; and responding to regulatory inquiries.

MR. KRINSKY is a frequent lecturer on topics involving ethics in litigation, personal and professional responsibility and academic integrity, including at:  the N.Y. State Judicial Institute; the Appellate Divisions, First and Second Judicial Departments; the N.Y. State Bar Association; the N.Y. City Bar; the N.Y. County Lawyers’ Association; the N.Y. State Academy of Trial Lawyers; the N.Y. State Trial Lawyers Association; the Practicing Law Institute; the Bay Ridge Lawyers Association; the Queens County Bar Association; Sotheby’s Institute of Art; and law schools such as Brooklyn Law School, Columbia Law School and Fordham Law School.

MR. KRINSKY is the Vice Chair of the Ethics Committee of the Brooklyn Bar Association; the former Chair of the Ethics Committee of the Entertainment, Arts & Sports Law Section of the N.Y. State Bar Association; and the former Chair of the Committee on Professional Discipline of the N.Y. County Lawyers’ Association.  Mr. Krinsky serves on the Board of Advisors of the N.Y. County Lawyers’ Association Institute of Legal Ethics; and is also a Member of:  the Brooklyn Bar Association; the N.Y. State Bar Association’s Committee on Attorney Professionalism; the N.Y. City Bar Association’s Professional Responsibility Committee; and the N.Y. County Lawyers’ Committee on Professional Ethics.


Schuyler Carroll focuses his practice on complex restructuring, transactional, litigation and advisory work. Schuyler represents a wide variety of debtors, creditor committees, trade creditors, claims traders, secured and unsecured creditors, bondholders, indenture trustees, trustees, landlords, investors and purchasers in:

  • Chapter 11, 15 and 7 bankruptcy proceedings
  • Out-of-court workouts
  • Non-judicial reorganizations and restructurings

These matters include diverse industries, such as financial services, real estate, healthcare, manufacturing, e-commerce, technology, telecommunication and hospitality.

Schuyler has represented committees, debtors and creditors in major bankruptcy cases, including Westinghouse, Toys"R"Us, MF Global, American Airlines, Planet Hollywood International Inc., BHS&B Holdings Inc. (Steve & Barry's), eToys Direct, American Media Inc., Fairpoint Communications, Nortel Networks and Ciber Inc.

He is particularly skilled in counseling parties on potential bankruptcy issues related to nonbankruptcy transactions, such as investments, loans and mergers and acquisitions. Schuyler also often represents buyers and sellers of distressed debt and equity, and he has extensive experience in representing acquirers of assets of insolvent and bankrupt companies.

Schuyler has in-depth experience in enforcement of creditors' rights, and litigation in creditors' rights, in state and federal courts. His litigation background includes fraud claims, loan recovery and collection actions, fraudulent conveyance actions, foreclosures and replevin actions, enforcement proceedings, reclamation and other actions under the Uniform Commercial Code, loan participation and syndication actions, defense of lender liability, and usury and fraud claims.

In his role of inaugural Managing Partner of the New York office, Schuyler opened Perkins Coie's first location in Manhattan in 2011 and helped lead its growth to include more than 40 attorneys and many of the firm's most important practice areas.


I am a Senior Vice President and Chief Commercial Underwriting Counsel (New York) for Fidelity National Title Insurance Company, where I have been employed since April, 2007. Prior to that, I was President of Title Resource Agency, Inc., a title insurance agency based in New York City, from April 1997 to April 2007. Before that, I was Vice President and Chief Counsel for First American Title Insurance Company of New York from March 1992 to April 1997.

I am a graduate of Providence College (B.A., 1980), and have received my J.D. from Fordham University School of Law (1988). I was admitted to the New York Bar Association in 1989, and am a member of the Title and Transfer Committee.


Spencer Compton is a Vice President and Special Counsel at First American Title Insurance Company, New York Division and has served in the same capacity since 2001 when he joined the pre-merger First American Title Insurance Company of New York as a Vice President. 

With his experience in finance/commercial real estate and leasing, Compton is an invaluable resource to First American’s wide ranging institutional, corporate and high net worth client base.  He is a frequent contributor to Lexis/Nexis websites and publications, the New York State Bar Association’s Real Property Law Journal, and The Practical Real Estate Lawyer.  He is a well-regarded and prolific CLE lecturer and presenter for First American.

Prior to working with First American, Compton was employed in private practice with Duval & Stachenfeld LLP, and earlier with Paul, Weiss, Rifkind, Wharton & Garrison, and Latham & Watkins.  He began his real estate law career with Rogers and Wells in 1989.

Compton is a graduate of New York University and holds a JD cum laude from Brooklyn Law School.  He is a member of the Bar Associations of New York and Connecticut.

Compton is also a faculty member of the Practicing Law Institute; Budget Officer of the New York State Bar Association, Real Property Law Section; a former Co-Chairman of the Legislative Committee; and Co-Chairman of the Commercial Leasing Committee’s “Silent Lease Issues” Subcommittee. 

Compton was born in Sharon, CT and now resides in Brooklyn, NY.  He is married to Emmy Award-winning writer-producer and journalist Karen Compton.


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.


Joseph Philip Forte is a partner and Chair of the New York Real Estate department. Mr. Forte has substantial experience in commercial real estate capital markets and finance, with a particular emphasis on the origination, structuring, workout and enforcement of commercial mortgage loans. His experience includes permanent, bridge and construction mortgage lending; mezzanine finance; pari passu and subordinate debt; co-lending and participation agreements; loan sales and purchases; loan workouts, foreclosures and restructurings; and environmental risk management for lenders. He regularly advises lenders and investors on mortgage banking, doing business licensing, usury, federal preemption and investment authority, as well as secondary mortgage and capital markets issues.

He has been at the forefront of many major innovations in the real estate finance industry for over four decades. He was involved in the early development of the secondary and securitization markets for residential, multifamily and commercial mortgages and, in 1988, he developed the program and loan documents for the first commercial mortgage loan conduit and other early standardized conduit programs, loan documents and flow purchase programs.

Joe also represents traditional portfolio lenders as well as special servicers in CMBS transactions, whether as stand-alone transactions or in complicated capital stacks involving senior mortgage debt, subordinate B-notes or mezzanine debt with intercreditor, participation and co-lender arrangements. His workout experience began with the failure of the early mortgage REITs in the mid-‘70s; the interest rate spike and disintermediation crisis in the late ‘70s and early ‘80s; the partnership syndication crisis subsequent to the adoption of the 1986 U.S. Tax Doe; the savings and loan crisis and the RTC workouts in the early ‘90s; the market disruption after the Asian Flu crisis in August 1998 through the most recent financial crisis over the last decade. He has dealt with a wide array of disparate issues in resolving problem loans with the support of experienced partners in litigation, bankruptcy, corporate banking and tax practices.

HONORS

Joe has been recognized as a leading real estate finance practitioner in national and international surveys. Since 2004, he has regularly been highlighted by Chambers USA for his real estate practice and has been hailed as “a legend” “who is at the top of his game. “He is someone who everyone truly respects.” Chambers USA stated that Joe is “a highly experienced and respected real estate finance specialist. He has notable expertise on the structuring, origination and workout of commercial mortgage loans.” The Legal 500 United States has also recommended Joe for his real estate practice.

Joe has been recognized annually by The International Who’s Who of Real Estate Lawyers as one of the top 10 most highly regarded lawyers, and from 2010 to 2013 and 2017 as “Global Real Estate Lawyer of the Year.” He was featured in the Real Estate chapter of the inaugural Who’s Who Legal: Thought Leaders 2017. In 2013, he was one of only two attorneys recognized among 30 executives in Commercial Property Executives’ “Most Influential People in Real Estate” feature celebrating those central to driving growth and innovation in the commercial real estate recovery.


Joshua Stein is the sole principal of Joshua Stein PLLC, a boutique commercial real estate law firm that he formed in Midtown Manhattan in 2010 after 20+ years as a partner at a leading global law firm. His practice focuses on acquisitions, development, financing, hotels, leasing (particularly ground leases), and loans. He acts regularly as an expert witness and an arbitrator. He is a member of the American College of Real Estate Lawyers, the Anglo American Real Property Institute, and the American College of Mortgage Attorneys. Since 1997, he has chaired the Practising Law Institute’s annual two-day seminar on commercial real estate financing. He chaired the New York State Bar Association Real Property Law Section for the year ending in May 2006. He has written five books and 200+ articles on commercial real estate law and practice, many available at www.joshuastein.com. His name regularly appears in published lists of leading lawyers, such as the Chambers guides. For several years, International Who’s Who of Business Lawyers has named him to their annual list of the ten “Most Highly Regarded” individual real estate lawyers in the world, and Super Lawyers magazine has identified him as one of the 10 leading attorneys in the New York Metro Area, across all practice areas. He received his undergraduate degree from UC Berkeley and his law degree from Columbia, where he was a Harlan Fiske Stone Scholar and a managing editor of Columbia Law Review.