All merger and acquisition transactions involve some component of real estate, and generally, it is the leased real estate of the target entity. The corporate lawyer (and the transaction at hand) will be well served by involving the real estate lawyer at an early stage to allow for proper due diligence with respect to the target company's real estate leases. The type and extent of review will depend on many factors, including whether the size and scope of the target entity's real estate portfolio, and whether the transaction is a stock or asset purchase.
This course, presented by real estate attorney Amol Pachnanda, will help the beginner and the experienced practitioner identify and understand the significant real estate leasing due diligence issues inherent in merger and acquisition transactions. Questions and topics to be covered include: (i) whether expansion, termination, and renewal options are only available to the tenant originally named in the lease; (ii) whether abandonment or vacancy of the lease premises an event of default; (iii) end of term restoration and repair obligations; (iv) restrictions regarding the use of the premises; and (v) assignment and subletting issues.
- Understand the framework of the corporate transaction that you as the real estate attorney is being asked to assist with
- Review the leases to identify issues that can affect the continued tenancy
- Outline practical tips on how to resolve lease issues
- Get in the mindset of negotiating leases with the thought that the business will be sold