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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

    Monday, February 24, 2025

  • 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 examine real estate development and financing issues that may arise related to mineral rights in commercial real estate sales transactions. The panel will provide an overview of surface rights and mineral rights in land ownership. The panel will address due diligence requirements and how to deal with resulting issues. The panel will also discuss provisions in mineral rights leases and conveyance instruments that impact surface rights, mineral rights, and title issues that counsel must address.

Faculty

Ellen M. Conley
Partner
Haynes & Boone LLP

Ms. Conley practices in the firm’s Energy, Power and Natural Resources Practice Group. She handles energy finance matters, as well as the acquisition and disposition of oil and gas properties. Ms. Conley represents banks, private capital providers, and upstream and midstream energy companies on traditional debt and non-traditional financing transactions. She also assists oil and gas companies in acquisition and divestiture transactions through asset or equity sales, and with operational matters, including the review and negotiation of industry agreements. Ms. Conley is an adjunct professor at South Texas College of Law Houston.

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Frank Z. Ruttenberg
Partner
Haynes & Boone LLP

Mr. Ruttenberg's real estate practice includes negotiating and preparing documents relating to the financing, lease, sale, purchase and operation of income producing properties; the finance, acquisition, development and day-to-day operations for apartment and commercial-use complexes; landlord/tenant relations; commercial transactions with governmental agencies; and the redevelopment and preservation of historic structures. He is involved in assisting development clients with the purchase, sale or lease of groundwater and surface water rights, the development of diversion facilities, and other water development and water supply agreements. In general commercial law, Mr. Ruttenberg assists businesses with day-to-day operating needs, negotiating and drafting business contracts and business entities documentation for limited partnerships, limited liability companies, general partnerships, and corporations. He prepares intra-owner agreements for commercial entities of all types and the documentation in connection with the formation of investment capital. Mr. Ruttenberg is Vice Chair of the Business Law Section of the Texas State Bar.

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Description

The term 'mineral rights' generally refers to the ownership of subsurface minerals and the right to explore, develop, extract, and market the same. Commercial real estate transactions often encounter "split estates" where different parties own the surface rights and mineral rights creating challenges of which counsel should be aware.

The potential value of mineral rights may appeal to property investors on one hand; however, there may be constraints designed to conserve mineral resources which could hinder land use and project development. Alternatively, the purchase of real property over subsurface resources owned by another party could also create project development challenges where the mineral owner's rights include access for extraction.

Methods available to resolve mineral rights issues include obtaining a waiver of surface rights from the holder of the mineral estate or entering into a surface rights agreement that limits the project footprint on the site and permits the mineral rights holder to use a particular portion of the surface outside of the project footprint. Affirmative title insurance may also resolve the issue.

Listen as our expert panel provides guidance on navigating the complexities of commercial real estate transactions involving mineral rights. The panel will discuss development and financing issues that can arise when mineral rights are severed from property rights. The panel will also address best practices for due diligence and drafting considerations to mitigate the risk of conflict.

Outline

  1. Introduction: mineral rights and surface rights
  2. Due diligence and pre-drafting considerations
  3. Key provisions of mineral rights leases and other conveyance instruments
  4. Resolving surface rights issues to allow for development, operation, financing
    1. Waivers
    2. Surface rights agreement
    3. Title insurance--suggested endorsements
  5. Practitioner takeaways

Benefits

The panel will review these and other important considerations:

  • What are key due diligence and pre-drafting issues to consider prior to entering a commercial real property sales transaction that may involve mineral rights?
  • Which provisions in mineral rights leases and conveyance instruments most impact development and financing?
  • What are the key provisions to include in a surface rights agreement?
  • How might title insurance be used to resolve development and financing issues?