Due Diligence in Business Transactions
Tuesday, April 4/10:00–11:00 AM
Due diligence, often guided by lawyers, is essential to the success of major business transactions and poorly planned or conducted diligence can contribute to a buyer not getting the benefit of its bargain. Diligence helps confirm essential assumptions about the value of a transaction and aids the discovery of unknown liabilities. There’s also a subtle relationship between the content of diligence and the time allowed to conduct it. In more robust market environments, sellers have the upper hand and can limit diligence, making the process about time allocation and risk management. This program will provide you with a practical guide to planning the diligence process, understanding the most important areas of inquiry depending on the type of transaction, and review checklists.
More information and registration
Appraisals in Commercial Real Estate Finance & Development
Wednesday, April 5/10:00–11:00 AM
Appraisals are part and parcel of every major realistic transaction. Lenders will not loan without an appraisal. Loan-to-value ratios are measured against the appraisal. Investors will not invest without an appraisal.Appraisals are not set-piece documents, however; they involve a multiplicity of valuation metrics and different appraisers looking at the same property can and do generate widely varying valuations. Because of their centrality to real estate transactions, understanding their structure and content is essential. This program will provide you with a real-world guide to how appraisals are prepared and used in commercial real estate, their traps, and how they are incorporated into transactional documents.
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Default and Eviction of Commercial Real Estate Tenants
Thursday, April 6/10:00–11:00 AM
When a commercial real estate tenant defaults on a lease, there is substantial risk not only for the tenant but also for the landlord. Though the lease may specify extensive landlord remedies, most courts will strictly construe the lease against the landlord, requiring strict adherence to notice of default and other process-related provisions in the lease. Failure to comply with these provisions and the requirements of law exposes the landlord to substantial liability, including lease termination and loss of rent, even though the tenant is in default. There are additional risks if the landlord accepts partial rent payments from the tenant or takes possession of the leasehold or tenant chattels. This program will provide you with a practical guide to tenant default under commercial leases and provide tips for drafting leases to protect landlords.
More information and registration
Navigating the Complexities of Mandatory Reporting Requirements: What You Need to Know
Wednesday, April 12, Wednesday, April 12/4:00 –5:00 PM
In-Person Event at Buckley Law PC, 5300 Meadows Rd, Lake Oswego
Sponsored by the International Law Section.
Registration (No fee)
You must register by noon, Tuesday, April 11, 2023, to access the event. Late registrations will not be accepted. Access details will be emailed to all registrants after registration closes but prior to the event.
What Business Lawyers Need to Know About the Committee on Foreign Investment in the United States (CFIUS)
Co-Hosted by the OSB Business Law Section and the OSB International Law Section
Tuesday, April 18, 2023, Noon–1:15 p.m.
In-person at Stoel Rives LLP, 760 SW 9th Ave, 30th Floor, Portland or online via Zoom
CLE Credits: 1 General (pending)
Learn about the Committee on Foreign Investment in the United States (CFIUS), and when a filing with CFIUS is mandatory. This program will include case studies illustrating the kinds of issues that will trigger a CFIUS review in seemingly ordinary M&A and corporate finance transactions, and provide practical tips to help business lawyers identify CFIUS issues early and address them proactively.
CFIUS is an inter-agency committee within the executive branch of the U.S. government that reviews foreign investments in U.S. businesses and real estate for national security risks. The Committee has the power to impose mitigation measures and recommend that the President prohibit transactions that threaten national security. Under the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA), filing with CFIUS is now mandatory in certain circumstances. Determining whether a CFIUS filing is mandatory is an important diligence step for any transaction in which an investor or acquiring party may be a “foreign person” (including U.S. entities controlled by foreign persons), as CFIUS can impose civil penalties of up to the value of the transaction against each party that fails to file when mandatory. If not formally notified of a transaction by either a mandatory or voluntary filing, the Committee retains the power to investigate and potentially unwind a transaction at any time, including after the transaction has been completed.
This presentation is designed to provide business practitioners with essential knowledge and tools to spot potential CFIUS issues and address them when appropriate.
There is no cost to attend the event, but registration is required.
Lunch will be provided for in-person attendees, courtesy of Stoel Rives LLP.
Click here to register for the in-person event at Stoel Rives. Limited to 50 in-person attendees.
Click here to register for the online event. Please note: The Zoom presentation begins at 12:15 p.m.
(Participants must register by noon on Friday, April 14. The meeting link will be emailed to online participants the afternoon of April 17.) For questions regarding the meeting link, please contact Melissa Jaffe.
Note: Make sure to click “Register” then click on “View Cart” at the top right of your screen, then click “Checkout” in order to make sure your registration is complete. If you do not receive an automated email confirmation and receipt then you did not register correctly, contact the CLE service center for assistance.
For registration questions, please contact the OSB CLE Service Center at (503) 431-6413, (800) 452-8260, ext. 413, or via email.
About the Presenter:
Kassim Ferris is a partner at Stoel Rives with over 25 years of experience handling intellectual property and international trade regulation matters. Mr. Ferris represents clients in connection with national security reviews by the Committee on Foreign Investment in the United States (CFIUS), intellectual property issues in government contracting, and compliance with U.S. export controls. His intellectual property practice includes domestic and international patent procurement, patent opinions, technology licensing, patent enforcement and defense, and intellectual property aspects of mergers, acquisitions and other corporate transactions. He holds his J.D. from Willamette University College of Law and an undergraduate degree in Mechanical Engineering.