COURSE DESCRIPTION
A real estate transaction – the development and sale of property, a lease, or purchase of property – may close but that does not mean it’s over. In commercial transactions, there may be issues that are not fully resolved at closing. The parties may agree to certain “holdbacks” to fund post-closing adjustments or liability once those amounts are determined post-closing. This may be a simple matter of brokerage fees or something more complex like taxes or environmental liability. Or dispute may arise, with concomitant accusations of misrepresentations, with the threat of litigation. If these post-closing issue are not carefully considered and planned into the underlying documents of the transaction, the fundamental finality of the tarnation and the certainty clients seek is threatened. This program will provide you with a practical guide to anticipating post-closing adjustments and liability and effective mechanism for their resolution.
- Post-closing adjustments and liability in real estate transactions
- Uses and risks of using post-closing adjustments to allocate risks among the parties
- Defining “baskets” of adjustments and “caps” on the amount of adjustments
- Use of escrow arrangements to fund post-closing liability issues
- Techniques to resolve post-closing disputes short of litigation – sales transactions, development, leasing
- Asserting a claim for post-closing payments and enhancing collectability
- Essential nature of survival provisions in post-closing adjustments
- Forms of equitable relief
Speakers:
Anthony Licata is a partner in the Chicago office of Taft Stettinius & Hollister LLP, where he formerly chaired the firm’s real estate practice. He has an extensive practice focusing on major commercial real estate transactions, including finance, development, leasing, and land use. He formerly served as an adjunct professor at the Kellogg Graduate School of Management at Northwestern University and at the Illinois Institute of Technology.