This course will examine, through the lens of the legal documentation involved at each step, how a complex commercial real estate deal is put together, from conception to completion. We will review the major stages of commercial real estate development including (a) securing control of land, (b) sourcing and raising equity, (c) completing predevelopment steps including agreements for design and construction and obtaining governmental permits, (d) obtaining construction financing, (e) operating the project, and (f) realizing capital returns from refinance and/or sale. We will also consider steps which may be taken in the legal arena when a deal goes sideways, such as bankruptcy, lease or loan modifications and litigation.
We will analyze actual negotiated agreements used in each stage, including purchase and sale contracts, joint venture agreements, construction and design contracts, construction loan agreements, tenant leases, and permanent loan documentation. The course will include a mix of lectures, discussion of transaction documents and other course readings, participation in negotiation scenarios and individual exercises, guest appearances by experienced attorneys and real estate professionals involved in major projects in the greater Boston area, and “virtual” site visits to projects recently completed or under construction.
The goal of the course is to enable students to get deep inside the series of transactions–and their legal documentation– that produce development projects, to understand key business and legal issues embedded in the legal documents and how they are often resolved, and to recognize how to manage legal risk and the risk/reward calculation. There is no prerequisite for taking the course or any need for prior legal experience.
Lectures and in-class discussions and exercises, which will predominate, will be synchronous. However, the course will include assignments and mock negotiation exercises in which the students will work in teams on a flexible synchronous basis to be scheduled by the student teams themselves. Lectures and guest speakers may also be recorded for asynchronous viewing by students who are unable to participate during the scheduled times.
Note: the instructor will offer live course presentations on 01/19-01/21. To access the detailed schedule and Zoom links, please visit the Live Course Presentations Website. If you need assistance, please contact Estefanía Ibáñez.