Environmental Liabilities in Real Estate Transactions

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This video is a discussion regarding the state of the real estate market in Morris County, NJ. This video will give an overview of Morris County projects approved and in the pipeline and demographic trends driving the market. Presentations given by Howard Weinberg of Jones Lang LaSalle, Marc Hays of Stanbery Development, Mike Elms of the The Elms-Dougherty Group, and Christine Marion of the Morris County Department of Planning & Public Works.

This webinar looks at what the Q2 2018 CCI report reveals about contractors’ overall confidence in the market and their biggest concerns and challenges. In addition to looking at their responses about revenues, backlog of work and workforce shortages, the webinar explores their expectations about the impact of the new steel and aluminum tariffs on their businesses and their level of engagement with green building.

Mezzanine loans have become the preferred vehicle for subordinate financing in real estate transactions. The repayment obligation is typically secured by a perfected UCC security interest in the mortgage borrower's equity interests. Counsel should have a thorough understanding of how the foreclosure remedy is exercised under Article 9 and the mezzanine foreclosure ramifications for the mortgage borrower, mortgage lender, and other parties to the transaction. Before commencing foreclosure, the mezzanine lender must review all relevant transaction documents, including UCC insurance policies. If the debtor "opted into" Article 8, the lender must locate the certificate. Counsel must understand the mortgage lender's rights and the rights of any senior mezzanine lenders, ground lessors, or other parties with interest in the underlying property. An intercreditor agreement will likely provide the most significant input into the timing and nature of remedies vis a vis other lenders. Article 9 provides that a public sale must be conducted in a "commercially reasonable" manner, with advance notice to all relevant parties under Sections 9-611 and 9-612. The public must have a "meaningful opportunity" for competitive bidding, requiring some form of advertisement or public notice preceding the sale. The location and manner of the sale should be appropriate to allow for public access to the disposition. Recent New York case law indicates that "commercially reasonable" may entail more stringent standards in light of foreclosure moratoriums and the continuing impacts of the pandemic on real estate properties. The mortgage may limit the transfer of ownership interests in the mortgage borrower to a "qualified transferee," generally defined as either the mezzanine lender itself or an institutional investor meeting specific requirements. This significantly restricts the potential universe of purchasers at a foreclosure sale, and the process of "qualifying" the winning bidder may inject uncertainty surrounding the ability of a buyer to close.