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Negotiating Commercial Leases 2013

Speaker(s): Arthur E. Pape, Christine Chipurnoi, MS, CPCU, RPLU, Devika Kewalramani, Edward Harris, Elizabeth J. Shampnoi, Jacqueline A. Weiss, Joanne Franzel, John Busey Wood, M. Rosie Rees, Michael A. Marra, Michael E. Meyer, Nancy Ann Connery, Steven D. Klein, Steven M. Alden, Steven Serota, Theani C. Louskos, Thomas M. Ventrone
Recorded on: Nov. 7, 2013
PLI Program #: 42679

Edward Harris is a co-founder of Commercial Tenant Services, Inc. (CTS), a founding firm in the lease audit services market, and has over twenty-five years of real estate finance and lease audit experience. Mr. Harris' expertise encompasses lease audit, lease interpretation, due diligence, global and portfolio-wide lease audit campaign management, landlord negotiation, and practical experience as an industrial engineer. Mr. Harris leads client service at CTS, operates in management of recovery negotiations, lease audit reviews, and consulting and special projects. Mr. Harris has presented on varying topics at CLE classes across the country, as well as at numerous CoreNet Global Education Development Program learning and panel presentations. Mr. Harris holds a degree in Physics from Allegheny College, a degree in Industrial Engineering from the Columbia University School of Engineering and Applied Science, and an MBA joint degree in Real Estate Finance and Operations Research from the Graduate School of Business of Columbia University. 

Steven Serota is a co-founder of Commercial Tenant Services, Inc. (CTS), a founding firm in the lease audit services market, and has over thirty years of real estate finance, building management, and lease audit experience. For over twenty-five years, Mr. Serota has focused on providing commercial tenants overcharge recovery and sustainable cost avoidance solutions, identifying errors in landlord billing methodologies and application, and creating transparency in complicated and third-party accounting systems. Mr. Serota and CTS have together performed many thousands of commercial lease audits and have recovered hundreds of millions of dollars in landlord overcharges to tenants, with hundreds of millions of dollars in additional sustained cost avoidance through rectified landlord billing methodologies and implementation. Mr. Serota's expertise encompasses all aspects of lease audit, due diligence, lease interpretation, landlord negotiation, and practical engineering experience with heavy systems. Mr. Serota is a graduate in Mechanical Engineering from Tufts University, and holds an MBA in Real Estate Finance from the Graduate School of Business of Columbia University.

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 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 arbitration 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 also drafted and reviewed settlement, confidentiality, non-compete, non-disclosure, licensing, work-for-hire, buy/sell, employment, and domestic and international dispute resolution agreements. Ms. Shampnoi has also served as in-house counsel providing legal advice surrounding employment disputes and commercial matters with an emphasis on early, internal dispute resolution and cost-effective and strategic dispute management.

In her consulting practice, Ms. Shampnoi serves as an arbitration and mediation consulting expert working with advocates to help guide them through the dispute resolution process using strategies for successes. Her practice is focused on advising clients in the selection of experts and consultants in litigation, investigation, regulatory and valuation matters. This includes working with clients to identify emerging issues and trends, develop innovative strategic business initiatives and prepare tactical responses to market developments. Serving as a mediator, arbitrator and consulting expert and providing legal advice in a variety of areas including commercial and employment matters. This enhances her value as a neutral, keeping her up-to-date on legal developments, litigation trends and current practices, dispute prevention, negotiation mediation, and arbitration.

In her dispute resolution practice, she has successfully mediated over 500 commercial and employment 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. Mr. Shampnoi’s success as a neutral is rooted in the breadth of her experience, ability to build rapport and temperament. Her balanced perspective, broad experience and insight gained from serving as a business executive, advocate, 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 each year for advocates, arbitrators, mediators, businesses and human resource departments concerning best practices in dispute avoidance and resolution.

Arthur E. Pape owns The Pape Law Firm in Wheaton, Illinois. He represents developers, lenders and other investors in real estate. He has been a principal in a small real estate development company and real estate counsel in the law division of a money center national bank. He was elected to American College of Real Estate Lawyers in 1986 where he founded and was first chairman of its Insurance Committee. He has been listed in Best Lawyers in America since 1997 (being named by it as "Chicago Best Lawyers Real Estate Law Lawyer of the Year" for 2012), in Who's Who in Legal, International Who's Who of Business Lawyers since 2005, has been an Illinois Super Lawyer since 2005 and was selected as one of the Top 100 Super Lawyers in Illinois for two consecutive years. Mr. Pape is a member of Lambda Alpha International, an honorary land economics society. He writes and lectures extensively on topics of interest to real estate lawyers and is an Adjunct Professor in The John Marshall Law School's Masters of Real Estate Law Program where he teaches a course on insurance as it relates to real estate transactions. 

Devika Kewalramani is a partner and co-chair of Moses & Singer LLP's Legal Ethics & Law Firm Practice which advises law firms and lawyers in legal ethics, professional discipline, law firm risk management, lawyer licensing and admissions matters.  She also serves as the firm’s general counsel.  Devika conducts ethics and risk management audits for law firm clients

She is the author of Lexis Practice Advisor® for Corporate Counsel: Ethics for In-House Counsel (2012-present). Devika served as a Rules Editor for The New York Rules of Professional Conduct (2010-2012), published by Oxford University Press, edited by the Ethics Institute of the New York County Lawyers’ Association. She achieved Super Lawyer status in the Metro Edition of New York Super Lawyers® (2014-2018).

Devika is a member of the Executive Committee of the New York City Bar Association.  She was appointed a member of the New York Commission on Statewide Attorney Discipline in 2015 and served as co-chair of its Subcommittee on Transparency and Access.  Devika is the immediate past co-chair of the Council on the Profession of the New York City Bar Association, former chair of its Committee on Professional Discipline and immediate past member of its Committee on Professional Ethics.

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 and which are utilized to supplement his lectures. Mr. Wood is listed in Who's Who In Law and Registry of Global Business Leaders, National Lawyers of Distinction and NY Super Lawyers 2004-2020.  Mr. Wood is AV Preeminent® peer rated by Martindale-Hubbell and was peer-nominated and elected an American Bar Foundation Fellow.

Michael A. Marra, is Vice President for the Construction Division and has served with the American Arbitration Association (AAA) for more than nineteen 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.

Michael E. 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.

Mike is considered one of the country’s leading authorities on renewal rights, the establishment of fair market rental rates pursuant to arbitrations, the assignment and subleasing provision, and the inter-relationships between the tenant improvement agreement and the rent commencement date. He 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 served 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 a vote by his peers, which was published by Los Angeles magazine, he was ranked in the Top 100 of all the Super Lawyers in Southern California for the past five years. 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 (Band 1) for real estate law. In 2017, he was elected President of the Los Angeles County Bar Association.

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

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.

Steven Klein is a partner in the New York office of Gibson, Dunn & Crutcher and is a member of the Firm's Real Estate Practice Group.  Mr. Klein's practice covers a broad range of real estate transactions, including acquisitions and dispositions, joint ventures, financings, leasing, construction and development, restructurings and recapitalizations.  He also has substantial experience in REIT offerings, REIT mergers and formation of investment funds.  He has advised clients on securitized funding agreements, permanent and mezzanine loan agreements, loan restructuring agreements, partnership and limited liability company agreements, private placement memoranda, property management agreements, retail and office leases and regional shopping centre agreements.  His clients include Goldman Sachs, Citigroup, DiamondRock Hospitality Company, AECOM Capital and Lehman Brothers. 

Chambers USA (2013) ranks Mr. Klein among the leading individuals practicing Real Estate Law in New York. He has also been included in Legal Media Group’s Expert Guide to the World’s Leading Real Estate Lawyers, The Best Lawyers in America, The Legal 500 and New York magazine’s "Best Lawyers.”

Mr.  Klein is an adjunct professor at the New York University Schack Institute of Real Estate, where he has taught courses on commercial leasing, commercial real estate transactions and real estate development and investment.  He is a member of the Real Estate Board of New York (REBNY), International Council of Shopping Centers (ICSC), and of the Advisory Board of Chicago Title Insurance Company. 

Prior to joining the Firm, Mr. Klein was Chair of the Real Estate department of Willkie Farr & Gallagher.  Mr. Klein received his Juris Doctor from Rutgers University School of Law in 1986.

Select Representative Transactions*

  • Lehman Brothers Holdings Inc.:  $956 million sale of North American Industrial Fund III portfolio to Blackstone Group LP and Prologis Inc.
  • AECOM Capital:  Joint venture with the Mack Family Office and Urban Partners LLC to acquire and develop five development sites located in the South Park district of Los Angeles.
  • Goldman Sachs:  $1.85 billion refinancing consisting of first mortgage and four mezzanine loan tiers secured by a portfolio of hotels located in Hawaii and San Francisco.
  • Goldman Sachs:  Acquisition and restructuring of a $180 million mortgage loan secured by the YOTEL New York hotel, and subsequent $200 million refinancing of YOTEL consisting of first mortgage and senior mezzanine loans.
  • Prominent NYC developer:  Restructuring of construction loan and mezzanine loan.
  • Real Estate fund:  Loan restructurings.
  • Team of Private Equity Funds:  Purchase of $1.1 billion of timeshare loans, consisting of both construction and acquisition loans.
  • Bloomberg L.P.:  Lease for 700,000 square-foot new world headquarters at the “Alexander’s Site” in New York City, and numerous other acquisitions and leases, nationally and internationally, including in California, New Jersey, Washington, D.C., London, Prague, San Paulo, Rome and Tokyo.
  • Leases and construction agreements on behalf of Apollo, Avenue Capital, Alix Partners, Bank of America, Citibank, Crain, Greenhill, Jones New York, JP Morgan, Lehman Brothers, Level 3, McKinsey & Company, Moelis, Pinebridge Capital, SAC and other corporate tenants.
  • Trinity Church: Redevelopment of 330 Hudson Street.
  • Sale-leaseback transaction with Disney and Wal-Mart.
  • Paramount: Acquisitions and financings of New York City office buildings.
  • Port Authority of NY and NJ:  Redevelopment of 42nd Street Bus Terminal.
  • DiamondRock Hospitality Company: Acquisitions and financings of several individual hotels and portfolios, including Westin Boston, Chicago Marriott and a 4-hotel portfolio from Blackstone.
  • CBL Properties, The Mills Corporation and Simon Property Group:  Acquisitions, joint ventures and financings with respect to regional mall centers and portfolios.
  • Land developer and home builder:  Loan restructurings.
  • Hospitality and residential developer:  Loan restructurings.
  • Private Company:  Acquisition of an office building in London.
  • Multifamily Company:  Restructuring of over $1 billion in CMBS debt, which encumbers a large portfolio of multifamily properties across the United States.
  • NorthStar Capital Partners LLC:  Joint ventures and financings with respect to retail portfolio in Puerto Rico, golf courses throughout the United States, and a mixed-use project in Manhattan.
  • Scout Real Estate Capital:  Acquisition, debt and equity financing and development of Wyndham Bermuda Resort & Spa, 6000 acres of waterfront land in Hawaii, and two Martha’s Vineyard hotels.
  • Praedium:  Acquisition of office properties.
  • Ventas:  Acquisition of 67 healthcare and seniors housing properties.
  • Lehman Brother Holdings Inc. (and various debtor and debtor affiliates):  Mezzanine construction financing of data center facility in Ashburn, Virginia; preferred equity investment in NYC residential condominium development; construction loan to develop luxury golf course in Texas; restructuring of residential condominium mortgage and mezzanine loans; restructuring of various debt and equity relationships with a major private developer and owner of an office building portfolio in the southeastern United States; marketing and potential sale of REO assets acquired by Lehman via foreclosure of otherwise; restructuring of loan facilities encumbering a portfolio of residential assets in Florida in which a Lehman affiliate is an equity investor.

*Representations occurred prior to Mr. Klein joining Gibson, Dunn & Crutcher. 

For over 35 years, Christine has been instrumental in developing, placing & maintaining insurance programs for complex clients. She specializes in property, casualty, professional & loss sensitive insurance programs with special expertise in real estate, construction, hospitality & non-profits. She is an active member of USI National Real Estate, Construction & Hospitality Practices & leads one of the top teams in the nation.

Christine served on the Global Board of Directors of CREW Network (19-20) & served as the 2015 President of CREW New York, one of the largest professional organizations with membership of over 12,500 women in Commercial Real Estate. CREW’s mission is to transform the commercial real estate industry by advancing women globally. After a decade of board service, Christine also served as the President of the Insurance Brokers Association of New York (IBANY) from 2012-14; IBANY’s 1st Female President in its’ 117-year history. She is Adjunct Faculty @ Practicing Law Institute & guest lecturer at NYU Graduate School of Hospitality & Zicklin School of Business, as well as guest speaker at the NYC Bar Association. She speaks regularly at conferences and at professional firms on a variety of insurance related topics. She is a mentor for WX and CREW Network Mentoring programs. 

Christine serves on the Board of Directors & the Audit/Finance Committee for Housing & Services Inc. a non-profit that provides permanent supportive housing & related services for the chronically homeless population in NYC. 

Christine is the recipient of many honors including the coveted CREW New York’s most prestigious Founders Award, June, 2017 & the 2021 Impact Award for Career Advancement for Women; 2019 & 2020 IBA Elite Women in Insurance, 2019 Premier Business Woman of Long Island, 2017 IBANY Person of the Year, & Real Estate Forum’s “Women of Influence” Award in 2014, 2015, 2016, 2018, 2019 & 2020; NY Real Estate Journal “Women to Watch” 2018, 2019, 2020; 2021;the prestigious Helen M. Garvin Outstanding Achiever Award, 2012 (National Association of Insurance Women); St. Francis Food Pantry’s “Woman of Valor” recipient, 2012; NYCREW Avant Garde Award 2013 & Pinnacle Award 2011 & The Wall Street Journal’s Vanguard Professionalism Award 2010. She has been nominated for the 2015 Risk & Insurance Power Broker of the Year She is the recipient of the Wells Fargo Winners Circle & USI Peak Awards for top new business growth & retention for over a dozen years.

Christine earned an MS in Risk Management & Finance, Boston University, Post Grad CPCU & RPLU Designations, Wharton Management Certificate, Licensed broker in all states.

Tom Ventrone is responsible for the management and oversight of the administration and management of all international arbitration, mediation and dispute resolution cases filed within the International Centre for Dispute Resolution (ICDR), a division of the American Arbitration Association (AAA). This includes the direct supervision of a multi-lingual team, comprised primarily of attorneys, including those from foreign jurisdictions, who are trained to provide quality and high-value case management services to parties, counsel and arbitrators/mediators who participate in the process. The ICDR presently manages nearly 1,000 cases annually involving parties from over 100 different countries. His responsibility includes daily interaction with his team, the ICDR roster of arbitrators, and the most prominent members of the international arbitration community. In addition to his role as the manager of the Centre activities, Tom maintains a prominent position as a member of the ICDR management team, working with fellow vice presidents and senior management to develop, refine, and promote the outreach, educational and service missions of the ICDR along with development of offerings for both the ICDR and the AAA. He also serves as a staff facilitator for the ICDR Arbitrator Symposium training sessions and is a trained mediator.

Prior to joining the ICDR Tom served as the Vice President of the AAA’s New Jersey State Insurance Case Management Center where he led a team that managed Insurance, Commercial, Construction, Employment and Labor arbitration caseloads.

Mr. Ventrone spent many years serving the public in the Superior Court of the State of New Jersey. He served as the manager of several departments within the Essex County (Newark, New Jersey) Family Court, including the oversight and management of several Complimentary Dispute Resolution (Court-annexed) programs such as the Family Mediation Program and Child Support/Domestic Violence Hearing Officer Program. He is a member of the New Jersey State Bar, Dispute Resolution Section and also served as a state-certified mediator.


Brooklyn Law School, Brooklyn, NY, J.D., June 1993                           

Seton Hall University, South Orange, NJ, B.A., May 1988

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.


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.


Pircher, Nichols & Meeks Power Women In Real Estate


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


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


Leasing and Development
Real Estate


Illinois, 1981


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

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