This course examines, through the lens of the legal documents involved, how a complex commercial real estate deal moves from conception to completion. We will review the major stages of commercial real estate development including securing control of land, sourcing and raising equity, completing predevelopment steps such as agreements for design and construction and obtaining governmental permits, securing construction financing, leasing and other aspects of operating the project, and realizing capital returns from refinance and/or sale. We also will consider steps which may be taken in the legal arena when the unexpected happens and a deal goes sideways, such as lease or loan modifications, bankruptcy and litigation.
For each stage, we will analyze core concepts in actual negotiated agreements, 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, individual exercises, guest appearances by experienced attorneys, panel discussions with real estate professionals involved in major projects in the greater Boston area, and a site visit (in-person or virtual) to a project recently completed or under construction. A highlight of the course will be team mock negotiations and role-playing exercises relating to securing control of the land, formation of a joint venture, construction loans, and leasing.
The course goal 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, to gain familiarity with how these issues are commonly 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.
This course will be taught online through Friday, February 4th.