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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Real Property - Transactions

Date & Time
  • event Date

    Thursday, September 28, 2023

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

This CLE webinar will provide key considerations for counsel to landlords and tenants when drafting subleasing and assignment clauses in the master lease which will govern their clients' future rights and obligations under subsequent agreements. The panel will also discuss the benefits and risks of assignment and subleasing, especially in a volatile market, and provide best practices for drafting subleases and/or assignment agreements.

Faculty

Lisa M. Zana
Partner
Shipman & Goodwin LLP

Ms. Zana’s commercial real estate clients are situated throughout the U.S. with a focus on New York’s tri-state area, and include private developers, public companies, institutional owners, banks, and lessees of millions of square feet of real estate across the country in the luxury residential, mixed-use, retail, commercial office, data centers and colocation facilities, hotel and hospitality, healthcare and higher education industries. Her specific experience and areas of focus include: representing public and private companies that use millions of square feet of real estate, in negotiating build-to-suit and credit-tenant office leases, development agreements and state tax incentive agreements; acquiring, selling, financing and leasing data centers and colocation facilities; negotiating ground leases; negotiating retail leases on behalf of developers and the end retail users; arranging for and negotiating debt and equity financing; and negotiating corporate- and property-level acquisitions and sales.

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Oscar R. Rivera
Managing Shareholder
Siegfried Rivera

Mr. Rivera’s practice focuses on real property and corporate law, representing numerous developers, investment companies, business owners, municipalities, lenders, retailers and management companies throughout the United States and Latin America. Since 1981, he has handled a broad range of matters involving the development and financing of various classes of commercial real estate including retail, office, industrial, multifamily and mixed-use properties. Mr. Rivera’s expertise lies in acquisition and sales, leasing, contract/lease enforcement and evictions, loan transactions, foreclosures and workouts.

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Jeremy Y. Weltman
Shareholder
Ruberto, Israel & Weiner, PC

Mr. Weltman's wide-reaching litigation practice focuses on finding successful resolutions to his clients' legal issues. He represents both individuals and companies across a range of industries including hospitality, real estate, construction, healthcare, restaurant, and retail. Mr. Weltman's direct civil and commercial litigation experience includes handling complex commercial and business litigation, employment litigation, Wage Act litigation, probate litigation, real estate disputes, construction matters, civil rights litigation including ADA accessibility, accommodation issues, and high impact class action work, municipal disputes, appellate advocacy, and other tort based litigation matters.

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Description

In a volatile post-pandemic commercial real estate market, counsel to parties negotiating long-term commercial leases should pay close attention to the assignment and subleasing clauses in the master lease in case the tenant's business needs change--where they may no longer need the amount of space they've leased or may not be able to afford to pay for the space--while still tied to the lease. Subleasing or assigning a lease may provide the best options for both the landlord and tenant.

Counsel and their clients run into trouble when they rely on boilerplate language for subleasing or assignment clauses in the master lease that governs the parties' future rights to do either. Therefore, counsel for all parties should understand the key differences between subleasing and assignment, as well as drafting considerations and legal pitfalls, so they can best protect their clients' future interests.

When later making the decision whether to sublease or assign a commercial lease, landlords, tenants, subtenants, and/or assignees, governed by the parameters of the master lease, must analyze the advantages and risks of both options while understanding there are implications for all parties involved under tax and bankruptcy codes, contract law, landlord-tenant law, and financial reporting requirements.

Listen as our panel discusses key considerations for landlords and tenants when drafting subleasing and assignment clauses in the master lease, especially given the current market. The panel will also review the benefits and risks of commercial lease assignments and subleases and provide additional drafting strategies for subleases and/or assignment agreements.

Outline

  1. Assignment vs. subleasing
    1. Key differences
    2. Risks and benefits for landlords
    3. Risks and benefits for tenants
    4. Risks and benefits for assignees and subtenants
  2. Master lease drafting considerations and pitfalls
    1. Assignment clauses
    2. Sublease clauses
    3. State law considerations
    4. Contemplating interaction with future assignment/sublease agreements
  3. Sublease drafting considerations and pitfalls
  4. Assignment agreement drafting considerations and pitfalls

Benefits

The panel will review these and other important issues:

  • What are the key considerations and pitfalls when drafting subleasing and assignment clauses in a master lease?
  • How do the subleasing and assignment terms in the master lease affect future sublease or assignment agreements?
  • What are the benefits and risks of assignment as compared to subleasing for landlords, tenants, subtenants, and assignees?
  • What are key considerations and pitfalls when drafting a sublease and/or assignment agreement?
  • Are there additional drafting considerations in a volatile commercial real estate market?