Continuing Legal Education

TELESEMINAR: Restructuring Failed Real Estate Deals, Part 1 – A National Perspective

September 16, 2014
12:00 – 1:00 p.m.
1.00 MCLE hours


This program will provide you with a roadmap to the economics, practical and legal process, major tax and bankruptcy issues of restructuring failed commercial real estate projects. The program will discuss the economics of restructuring alternatives, determining which alternatives are most viable depending on the nature of the borrower/seller and lenders, and approaching lenders about a workout. The program will also provide a detailed discussion of specific restructuring alternatives and the tradeoffs of each, including straight buyouts, rescue capital/preferred securities, “loan to own” strategies, and more. The program will take a practical approach to how an attorney can help clients devise the best solution for rescuing a distressed real estate deal, negotiate and document the workout, and avoid the most adverse tax consequences. Part 1 of 2.


  • Negotiating, structuring and drafting the restructuring of failed real estate projects
  • Underlying economics and tradeoffs of real estate restructuring
  • Types of sellers and their impact on restructuring – individual owner, institutional, joint venture, private equity
  • Complications and limitations involving syndicated loans, CMBS loans, and REMICs
  • Navigating seller issues – personal guaranties, ongoing management fees, upside participation, reputation
  • Restructuring alternatives, including straight purchases, “Loan to Own,” rescue


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Program Speakers:
William L. Norton,
Bradley Arent Boult Cummings, LLP, Tennesse
Richard R. Goldberg, Ballard Spahr, LLP, Pennsylvania
Brian J. O'Connor, Venable, LLP, Maryland



William L. Norton is a partner in the Nashville office of Bradley Arent Boult Cummings, LLP, where he focuses his practice in the business bankruptcy area, dealing in all aspects of bankruptcy cases, creditor rights and insolvency.  He is the Managing Editor of Norton Bankruptcy Law and Practice 2d (Thomson West), a premier 12 volume treatise and is the co-author of Norton Creditors' Rights Handbook (Thomson West).  He is a Fellow of American College of Bankruptcy and is adjunct professor at Vanderbilt Law School.  He formerly served as president of the American Board of Certification, which certifies attorneys who specialize in the areas of creditor rights and bankruptcy law and is a leader in the Business Bankruptcy Committee of the ABA’s Business Section. Mr. Norton received his B.A. from Vanderbilt University and his J.D. from Vanderbilt University Law School.

Richard R. Goldberg is a retired partner, resident in the Philadelphia office of Ballard Spahr, LLP, where he established an extensive real estate practice, including development, financing, leasing, and acquisition.  Earlier in his career, he served as vice president and associate general counsel of The Rouse Company for 23 years.  He is past president of the American College of Real Estate Lawyers, past chair of the Anglo-American Real Property Institute, and past chair of the International Council of Shopping Centers Law Conference.  Mr. Goldberg is currently a Fellow of the American College of Mortgage Attorneys and is a member of the American Law Institute.  Mr. Goldberg received his B.A. from Pennsylvania State University and his LL.B. from the University of Maryland School of Law.

Brian J. O'Connor is a partner in the Baltimore office of Venable, LLP, where he is co-chair of the firm’s tax and wealth planning group. He provides sophisticated tax and business advice to closely-held and publicly-traded businesses and their owners.  Before joining Venable, Mr. O’Connor was an attorney-advisor in the Office of the Chief Counsel of the IRS, where he worked on high profile legislative projects, regulations and other published guidance relating to pass through entities.  Mr. O’Connor received his J.D., magna cum laude, from Washington and Lee University School of Law and his LL.M. in tax law, with distinction, from Georgetown University Law Center.