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Negotiating Commercial Leases 2015


Speaker(s): Alan M. Di Sciullo, Christine Chipurnoi, Elizabeth J. Shampnoi, Gerald R. Uram, James A. Fenniman, John Busey Wood, Luis M. Martinez, M. Rosie Rees, Meyer Last, Michael A. Marra, Michael E. Meyer, Nancy Ann Connery, Robert J. Bergson, Theani C. Louskos
Recorded on: Mar. 12, 2015
PLI Program #: 57790

Alan Di Sciullo, Esq. is the retired Director of Global Real Estate for Shearman & Sterling LLP.  In that capacity, he directed the firm’s worldwide real estate portfolio.  He has been a Senior Vice President with a major global banking organization working on its corporate real estate merger and acquisitions activities and was of counsel with a New Jersey law firm.  Mr. Di Sciullo served the largest portion of his career with Morgan Stanley as First Vice President and Senior Counsel responsible for real estate transactions and related litigation, such as the largest leases at the original World Trade Center totaling over 1.2 million sf, claims and relocations following the 1993 and 9/11 attacks on the Towers, development of the 600,000 sf Discover Card Headquarters in Riverwoods, Il., and over 200,000 sf for Dean Witter Trust’s headquarters in Harborside Plaza, Jersey City, NJ.

Mr. Di Sciullo has been active in civic and professional activities. He was a member of President Reagan’s Private Sector Survey on Cost Control (the Grace Committee) and was elected a fellow of the American College of Real Estates Lawyers (ACREL) in 2003. He has served as an Executive, Council and Planning member of the American Bar Association’s Real Property Trust & Estate (RPTE) and has been a long-serving chair of the Office Leasing Committee and various other lease-related committees. He also served as President of the New York chapter of the International Association of Corporate Real Estate Executives (NACORE), director on that organization’s international board of directors, and president-elect of its educational affiliate, the Institute of Corporate Real Estate, and an advisory member on the New York chapter of its successor organization, CoreNet Global. He received numerous leadership and planning awards as the chair of the West Windsor Planning Board between 1993 and 1997.  He was a director on the New Jersey Planning Officials board from 1996 to 2014, and he is currently an advisory directory for the Georgetown University Wall Street Alliance.

Mr. Di Sciullo is a co-author of a 2500-page treatise Negotiating and Drafting Office Leases (Law Journal Seminars-Press 1995), now in its 25th year of publication.  He is an adjunct Professor at NYU Schack, where he was honored in 2017 for 25 years of service to the University and has received Outstanding Teaching and Services awards. He has also received several Outstanding Faculty awards from CoreNet Global’s MCR program.

Mr. Di Sciullo graduated cum laude in Government and Economics from Georgetown University. He holds J.D. from the Georgetown University Law Center and an M.B.A. in finance from New York University.  He is listed as a Super Lawyer (2008) and in Who’s Who in America and the World and in companion publications for American Lawyers, Finance and Emerging Leaders.He has been a frequent author and speaker on commercial real estate issues.


Gerald R. Uram is a partner in Davis & Gilbert’s Real Estate Practice Group. He was also chair of the Real Estate Practice Group for 38 years, after formally establishing the group in 1974. Under his leadership, the practice received prominent recognition by publications that cover the legal industry, including Chambers USA: America’s Leading Lawyers for Business and Best Law Firms.  

Mr. Uram has handled headquarters leases for a number of major companies, including MasterCard International, Deutsche Bank, Commerzbank, Saatchi & Saatchi, MONY, The Segal Company, Meredith Corporation, the Associated Press, Lehman Brothers, Boston Consulting Group and the National Football League, among others. Mr. Uram also represents a number of New York City landlords, including 140 Broadway, TF Cornerstone Inc., Oxford Properties Group, Westbrook Partners, Savanna Fund, American Realty Advisors and Kato International.

Mr. Uram has been recognized as a leading real estate lawyer for eleven consecutive years by Chambers USA: America’s Leading Lawyers for Business (2009-2019). Mr. Uram was also recognized by The Legal 500 United States in the area of real estate (2013-2016). In addition, Mr. Uram has been recognized by The Best Lawyers in America in real estate law for ten consecutive years (2011-2020) and was selected as a Super Lawyer by New York Metro Super Lawyers from 2006-2019 (Top 100 in 2008-2013, and 2015).

He has also acted as an expert witness in several cases, including on behalf of Avon in its litigation with its former landlord, and Bates Advertising in its litigation with its landlord regarding free rent penalties for late delivery. Both Avon and Bates Advertising were successful in the actions.  Mr. Uram has lectured on commercial leasing practice before the Real Estate Board of New York and at New York Law School.

REPRESENTATIVE ENGAGEMENTS

Represented Mayer Brown LLP in its lease at 1221 Avenue of the Americas in New York City; represented the National Football League in the relocation of its headquarters in midtown Manhattan; represented J. Crew in the surrender of its lease at 770 Broadway and its sublease with Bank of New York Mellon at 225 Liberty Street; and represented TF Cornerstone in its lease to Discovery Communications at 230 Park Avenue South.


John Busey Wood is a member of the commercial real estate group in the New York City office of the national law firm Akerman LLP and advises public and private companies on national real estate transactions, development of mixed use and retail projects, retail centers and portfolio property master and ground leasing. For over 40 years Mr. Wood has represented owners and tenants in the design and negotiation of commercial leases covering in excess of 100 million square feet of retail, industrial, office and mixed use projects. These experiences, coupled with a unique blend of professional disciplines, resulted in his being featured on the Wall Street Journal Report and in articles on the impact of commercial leases on commerce and being referred to by The Wall Street Journal and The New York Times as “the father of the modern killer lease.” His has extensive national experience in developable land, property acquisitions, and large scale retail and office developments.  He is a noted authority on ground leases and sale/leasebacks and helped lead a national team on a purchase, sale and master lease transaction involving 327 super market properties. Among noteworthy projects, Mr. Wood directed the legal team in a national portfolio acquisition with a value in excess of $2 billion and he participated in the development, leasing and financing of over 4 million square feet of regional shopping malls and retail centers nationwide. He negotiated what is considered the largest ground/space lease transaction of its kind in the history of New York City, containing more than 1.6 million square feet and including “fast-track” reconstruction, construction financing, permanent financing and options for fee acquisition. Mr. Wood is a licensed Class “A” commercial real estate broker, a Certified Public Accountant and holds B.B.A. (Accounting and Economics), M.B.A. (Accounting and Finance) and J.D. degrees.

Mr. Wood frequently lectures on commercial leasing, transaction structuring and master leasing at Columbia University-ISDE Graduate Law and Economics Program and at the New York University Graduate School and Schack Real Estate Institute. He also lectures at PLI, where he is the New York and national Chairman of the Milton Friedman Leasing Lectures, and at the executive and annual meetings of the ABA and AICPA.  Mr. Wood has frequently served as a “party selected” and Federal arbitrator and is an American Arbitration Association - National Neutral - Commercial Panelist. 

Mr. Wood is the senior author of the national treatise Negotiating and Drafting Office Leases, published by Law Journal Seminars-Press and supplemented 2 times per year ©1994. He is the author of the textbook, Navigating The Dangerous Shoals of a Commercial Lease, published by New York University Graduate School, ©1992-2012 and hosts the commercial leasing educational websites officeleasingusa.com and leasingnyc.com which are utilized to supplement his lectures. Mr. Wood is listed in Who's Who In Law and Registry of Global Business Leaders and NY Super Lawyers 2004-2018.  Mr. Wood is AV Preeminent® peer rated by Martindale-Hubbell and was peer-nominated and elected an American Bar Foundation Fellow.


Meyer Last is a real estate partner in Fried Frank's New York office. He joined the Firm in 1987 and was named partner in 1991.

Mr. Last has served as lead partner for some of the biggest real estate transactions in New York City involving prominent owners and developers such as Brookfield, RXR Realty, and Tishman Speyer; financial giants such as Citigroup, Bank of America, and UBS; and leading technology companies such as Google and Facebook.  He advises his clients on all aspects of commercial real estate transactions, with a particular emphasis on large commercial leasing for both landlords and tenants.  He has represented one of the parties in the largest leases concluded in New York City for three of the last five years.  Mr. Last’s work also includes advising purchasers and sellers on acquisitions and dispositions, facilitating ground-up developments and commercial condominiums, and arranging financings and restructurings.

Mr. Last’s work in the industry has earned him recognition by Legal 500 as one of New York City’s leading real estate attorneys.  He was recognized as a 2017 Client Services All-Star by BTI Consulting Group, a recognition identified solely and exclusively by corporate counsel. He is regularly quoted by the press on industry trends and has been profiled by The New York Observer and Real Estate Weekly, highlighting his achievements on notable matters and client work.

Mr. Last received his JD, cum laude, from Benjamin N. Cardozo School of Law in 1982, where he was an editor of the Law Review.


Michael A. Marra, is Vice President for the Construction Division and has served with the American Arbitration Association (AAA) for more than eighteen years. Mr. Marra was appointed District Vice President of the AAA Philadelphia Office in September 2001.  He is currently responsible for expanding the use of AAA construction ADR services in the Mid-Atlantic and New England States.  In that role, he also interacts with the AAA’s clients who file construction and real estate cases and the neutrals who serve as arbitrators and mediators.   Mr. Marra also has national responsibility for developing the AAA’s construction caseload and works closely with construction industry associations through the AAA’s National Construction Dispute Resolution Committee (NCDRC).  In this capacity, Mr. Marra assists the corporate, legal and public sector communities in educating them on the various construction industry dispute avoidance and resolution techniques and in designing dispute resolution systems to meet their specific needs.  Mr. Marra is a frequent presenter on the subject of Alternative Dispute Resolution.

Prior to his appointment as District Vice President, Mr. Marra spent fourteen years in the construction and insurance industries in both operations and sales.  Mr. Marra is a graduate of Temple University’s Fox School of Business and Management.


Mike Meyer has developed a national reputation as one of the preeminent leasing attorneys in the United States. He regularly represents many of this country's leading financial institutions, accounting firms and law firms in connection with major lease transactions throughout the United States. Representative of the major leases he has done for tenants recently include City National Bank headquarters lease (525,000 sq.ft. in Los Angeles, CA), Sempra headquarters lease (300,000 sq.ft. in San Diego, CA), Nestle USA headquarters lease (205,833 sq.ft. in Arlington, VA), ICM Partners headquarters lease (111,591 in Los Angeles), and Northern Trust’s headquarters lease (450,000 sq.ft. in Chicago, IL). Recently he won a $5.6 million dollar Fair Market Rental Rate arbitration award for Capitol Records. In 2017, he served as President of the Los Angeles County Bar Association.

Mike served for ten years as a member of the board of directors and executive committee of the Building Owners and Managers Association (BOMA) in Los Angeles. He has served as judge pro tem in the Los Angeles Municipal Courts and presently serves as an arbitrator for the American Arbitration Association. He developed the definition of fair market rental rate which, in one form or another, is used in numerous major lease transactions, and has been intimately involved in many arbitrations/mediations involving fair market rental rates.

In 2011, Mike was named Real Estate Lawyer of the Year by the Los Angeles County Bar Association. Mike has been named CoreNet Global's Real Estate Professional of the Year; the Los Angeles Business Journal named him one of the 25 Most Powerful Attorneys in Los Angeles; he was named one of the 100 Most Influential Lawyers in California by the Los Angeles Daily Journal and the San Francisco Daily Journal.

The respected English legal directory Chambers USA: America's Leading Lawyers for Business has repeatedly ranked Mike in California's top tier for real estate law.

He has served on the board of directors of the Jackie Robinson Foundation, Los Angeles Police Foundation, and LA Sports & Entertainment Commission.

Mike has presented various seminars to BOMA, PLI, State Bar of California and the American Bar Association. He is a member of the American College of Real Estate Lawyers.


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.


Robert J. Bergson earned his law degree from Boston University School of Law.

Mr. Bergson’s practice focuses on professional liability defense, business and corporate litigation matters, real estate litigation, business divorce and products liability defense. He also handles disputes concerning miscellaneous/not-for-profit insurance lines, securities litigation, intellectual property, unfair competition claims and errors and omissions matters.     


As an Area Executive Vice President of Arthur J. Gallagher & Co- New York, James is responsible as a sales team leader for client development with a group of veteran and emerging brokers. As a Senior Director of the Construction Practice, he is responsible for all aspects of Construction activities for Gallagher in the New York City office, and works closely with the North East Construction Leader in developing the practice in the metro region.

He received a BS in Economics from Wagner College and his MBA in Risk Management from the St. John’s University Peter J. Tobin Graduate School of Business. After graduate school he studied Scientific Methods of Risk Management at the Wharton School of the University of Pennsylvania. He also holds the Associate in Risk Management (ARM) designation. He currently is an Adjunct Assistant Professor at St. John’s University Peter J. Tobin School of Risk Management, and also participates as a faculty member of the Practicing Law Institute. With over 50 years of experience he remains active in the Real Estate and Construction Industry by participating in many of the local association seminars and conferences.

He was President of the Insurance Brokers Association of the State of New York and continues to serve on its Past Presidents Committee. He also was 1st Vice President and Board Member of The Players Club and now is a Governor of The Squadron A Association. He currently serves on the NY Committee of the Regional Planning Association.


Elizabeth J. Shampnoi is an attorney, consulting expert, independent mediator, arbitrator and trainer based in New York City with 20 years of experience in the field of alternative dispute resolution. Ms. Shampnoi’s focus on alternative dispute resolution began early in her career when she served as the District Vice President of the New York region of the American Arbitration Association. In that role, Ms. Shampnoi was responsible for overseeing case management; mediator and arbitrator recruitment, training and development; and working with in-counsel and law firms to develop and implement dispute avoidance and dispute resolution programs, including internal employment dispute resolution plans. Following her tenure at the American Arbitration Association, Ms. Shampnoi joined a litigation boutique where she represented a diverse range of organizations and individuals before state and federal courts, administrative agencies, and arbitral forums. Ms. Shampnoi also served as settlement counsel. Her practice involved commercial litigation, securities, employment, contract, wage/hour, not-for-profit, intellectual property and real estate disputes on behalf of plaintiffs and defendants. She drafted and reviewed settlement, confidentiality, non-compete, non-disclosure, licensing, work-for-hire, buy/sell and employment agreements as well as domestic and international dispute resolution clauses within such agreements. Ms. Shampnoi has served as in-house counsel providing legal advice surrounding employment and commercial matters with an emphasis on early, internal dispute resolution and costeffective, strategic dispute management.  Currently, in her consulting practice Ms. Shampnoi serves as an arbitration and mediation consulting expert working with advocates to guide them through the dispute resolution process to achieve successful outcomes. Her practice involves, inter alia, providing strategic advice in dispute prevention, early dispute resolution, negotiation strategy, dispute resolution clause drafting, case assessment, the selection of neutrals, advocacy skills, forum selection, rule interpretation/enforcement, case management, and confirming or vacating awards. Ms. Shampnoi also advises concerning the development, implementation and oversight of employer promulgated dispute resolution plans. In her neutral practice, she has successfully mediated over 200 employment and commercial disputes involving all areas of discrimination, sexual harassment, wage and hour, contract, real estate and partnership matters. She has also served as a sole arbitrator and as part of a tribunal in similar matters. Ms. Shampnoi’s success as a neutral is rooted in the breadth of her experience, ability to build rapport and temperament. Maintaining her consulting practice enhances her value as a neutral, keeping her upto- date on legal developments, litigation trends and current practices. Her balanced perspective, broad experience and insights gained from serving as a business executive, advocate and in-house counsel in a wide variety of settings has been the catalyst for her success. Ms. Shampnoi regularly conducts CLE programs, trainings and presentations for advocates, neutrals, business and human resource executives concerning best practices in dispute avoidance and resolution such as clause drafting, conflict resolution, negotiation, advocacy and implicit/unconscious bias.


For over 30 years, Christine has been instrumental in developing, placing and maintaining insurance programs for regional, national and international clients. Christine specializes in property, casualty, professional and loss sensitive insurance programs with special expertise in hospitality, construction, real estate, and retail chains. She is an active member of USI National Real Estate & Construction and Hospitality Practice Groups and leads one of the top teams in the nation.

Christine is a current Board Member of CREW Network and served as the 2015 President of CREW New York, one of the largest organizations for women in Commercial Real Estate.  CREW’s mission is to transform the commercial real estate industry by advancing women globally.  CREW offers unparalleled opportunities in business development, leadership opportunities and networking in the local market and globally across the 10,000 + member base. Christine also served as the President of the Insurance Brokers Association of New York (IBANY) from 2012-2014; in 2012 after a decade of service she became IBANY’s 1st Female President in over 115 years. IBANY represents the interests of New York’s leading insurance brokers by actively supporting legislation and political activities that are in the members’ common interest, fostering advocacy, professional development and networking opportunities. As Adjunct Faculty for the Practicing Law Institute & guest lecturer at NYU Graduate School of Hospitality and the Zicklin School of Business, as well as guest speaker at the New York City Bar Association, Christine speaks on a multitude of insurance related topics.  She also provides insurance education at major law firms and accounting firms. 

Christine is involved in many Real Estate and Insurance industry groups and volunteers for several philanthropic organizations including the Bella Abzug Leadership Institute, the American Heart Association, CREW Foundation and the St. Francis Food Pantry. Christine is a Trustee and serves on the Audit & Finance Committee for Housing & Services Inc. a non-profit that provides permanent housing and services for the chronically homeless in NYC.

Christine is the recipient of many awards including the IBANY 2017 Person of the Year, the coveted CREW New York’s most prestigious Founders Award in June, 2017 and The Real Estate Forum’s “Women of Influence” Award in 2014, 2015, 2016 and 2018; the prestigious Helen M. Garvin Outstanding Achiever Award in 2012 from the National Association of Insurance Women; The St. Francis Food Pantry’s “Woman of Valor” recipient in 2012; NYCREW Avant Garde Award 2013 and Pinnacle Award 2011 and The Wall Street Journal’s Vanguard Professionalism award 2010. She has been nominated for the 2015 Risk and Insurance Power Broker of the Year as well as a multi-year Wells Fargo Winners Circle & USI Peak Award recipient for top new business growth and retention.


Luis M. Martinez is Vice President of the International Centre for Dispute Resolution, (ICDR) the international division of the American Arbitration Association, (AAA) and is an Honorary President of the Inter-American Commercial Arbitration Commission, (IACAC).

Luis M. Martinez as the Vice President of the International Centre for Dispute Resolution located

in New York serves as an integral part of the ICDR's international strategy team and is responsible for international arbitration and mediation business development for the East Coast of the United States (from Maine to Florida, including Atlanta, Miami and New York City) Central and South America, the Caribbean, Spain and Portugal.

Mr. Martinez in his capacity as President of the IACAC was responsible for the oversight of its network of arbitral centers throughout the Americas and as the only institution that is expressly included in the Inter-American Convention on International Commercial Arbitration conducted numerous arbitration and mediation initiatives aimed at developing the region’s ADR culture.

Mr. Martinez joined the AAA in 1996 as the first attorney hired to staff the newly created ICDR and later served as the ICDR's first director. Mr. Martinez worked as the Vice President responsible for the ICDR's international administrative services and prior to that held the position of a staff attorney for the AAA's Office of the General Counsel before assuming his current position.

Mr. Martinez received a Bachelor’s Degree from Georgian Court College and a Juris Doctor degree from St. John's University School of Law. He has had numerous articles published on international arbitration and has appeared as a speaker in programs throughout the world. Mr.

Martinez is admitted to practice law in the State of New York and the State of New Jersey. He is

a dual citizen of Spain and the United States and is fluent in Spanish and proficient in Portuguese.


THEANI LOUSKOS is a shareholder with Bartko, Zankel, Bunzel & Miller  in San Francisco.  She represents clients in a broad range of commercial real estate transactions including leasing, acquisitions and sales, financing and loan workouts.  She represents both landlords and tenants in commercial leasing matters and specializes in the representation of national retail tenants.  Ms. Louskos is a frequent speaker at Retail Leasing programs and has written articles on retail issues for real estate publications.  She received her J.D. from the University of California at Berkeley (Boalt Hall School of Law) in 1980.


M. Rosie Rees joined the firm in 1994 and is a partner in the firm’s real estate department. The emphasis of Ms. Rees’ practice is shopping center leasing on behalf of both landlords and tenants.

Ms. Rees has published many articles and given many presentations on the subject of retail leasing.

EXPERIENCE

The clients she has represented include: JMB Realty Corporation, Related Companies, Schnitzer West, Urban Retail Properties Corp., RREEF Management Company, AnnTaylor, Inc., Brooks Brothers, and Guess?, Inc.

NEWS & ALERTS

Pircher, Nichols & Meeks Power Women In Real Estate

PUBLICATIONS & SPEAKING ENGAGEMENTS

PNM Partners, Sheldon Halpern and Rosie Rees to Lead Webinar on Mixed-Use
Development Leases
February 25, 2014

Pop-Up To Permanent
Shopping Center Business, September 1, 2011

Landlord Lien Waivers and Subordinations
California Centers, May 1, 2010

Avoiding the 'Dark' Side of Temporary Uses
California Real Estate Journal, November 9, 2009

Trouble in Lease Land: A Guide to Retail Lease Workouts (Part Three)
Commercial Leasing Law & Strategy, August 1, 2009

Trouble in Lease Land: A Guide to Retail Lease Workouts (Part Two)
Commercial Leasing Law & Strategy, July 1, 2009

Trouble in Lease Land: A Guide to Retail Lease Workouts (Part One)
Commercial Leasing Law & Strategy, June 1, 2009

Illinois Court Extends Guarantor Liability To month-To-Month Leases
Midwest Real Estate News, June 25, 2006

The Exercise of Free Speech at Shopping Centers
California Centers, May 1, 2005

The Exercise of Free Expression in Shopping Centers
Illinois Real Estate Journal, October 14, 2004

PROFESSIONAL & COMMUNITY AFFILIATIONS

State Bar of Illinois, Member since 1981
International Council of Shopping Centers (ICSC), Member

PRACTICE AREAS

Leasing and Development
Real Estate

BAR AND COURT ADMISSIONS

Illinois, 1981

EDUCATION

J.D., with honors, Loyola UniversityLaw School, 1981

B.A., English, Linguistics, Speech and Theater, with high honors, Northeastern Illinois University, 1973