From the Ground Up: Digging into the Complex Issues Raised in Ground Leases

Level: Advanced
Runtime: 92 minutes
Recorded Date: October 04, 2017
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  • Rent Adjustment and other economic terms
  • Financeability
  • Eminent domain and allocation of condemnation proceeds
  • Casualty and Insurance
  • Ownership Restrictions on Use
  • Assignment and Subletting
Runtime: 1 hour and 32 minutes
Recorded: October 4, 2017


Ground leases are complex commercial leases that raise unique issues to be considered by the landlord, tenant and lender.

This program was recorded on October 4th, 2017.

Provided By

American Bar Association


Melissa Vandewater

Seyfarth Shaw LLP

Melissa Vandewater is a partner of Seyfarth Shaw LLP and is a member of the real estate group. Ms. Vandewater represents owners, developers, investors, investment advisors, lenders, insurance companies and tenants in all aspects of their ownership, development, investment, financing and use of commercial real estate, and she also advises partners in real estate joint venture transactions. Ms. Vandewater is admitted to practice in Illinois, Arizona and New York.

Ms. Vandewater negotiates and closes the acquisitions and dispositions of office buildings, mixed-use buildings, regional shopping centers, warehouse and industrial buildings and multi-family projects in various locations across the United States. She recently represented the seller of a mixed-use development in Austin, Texas, in a complicated transaction for over $200 million, which included the sale of existing office buildings, vacant land, interests in parking garages, and partnership interests in developed and undeveloped parcels for office and residential uses. Ms. Vandewater also recently represented the purchaser of a 35-story office tower and adjacent building in Chicago as part of a property exchange, which included the acquisition of air rights and off-site parking rights. She also represented the all-cash purchaser of a five-story, 38,000 square foot mixed-use building located in Manhattan and known as the “King of Greene Street”.

As part of her practice, Ms. Vandewater also represents landlords and tenants in connection with their office, industrial and retail leases. She negotiated an industrial lease on behalf of a tenant in one of the largest industrial deals in the Chicago area that year. She has also served as lead counsel to the developer of a high-end suburban mixed-use project located in the metropolitan Phoenix area, for which she was responsible for the documentation and negotiation of major office leases with prestigious corporate users within the 220,000 square foot Class A office tower.

In the area of real estate finance, Ms. Vandewater represents national and local banks and borrowers in acquisition, construction, bridge, permanent, syndicated and participated commercial loan transactions, modifications and workouts. Ms. Vandewater also works with financial institutions in the structuring and closing of mortgage loan transactions for securitization in the capital markets. Representative transactions include serving as legal counsel for Wells Fargo Bank in over $250,000,000 of syndicated loans to a real estate investment trust for the construction of shopping centers.

Imran Naeemullah

JMY Law Group LLLC

Mr. Naeemullah concentrates on real estate, finance, and general business transactions, primarily representing landowners, developers, lenders, borrowers, and business owners in commercial transactions. In addition, Mr. Naeemullah advises clients on the integration of small unmanned aircraft systems (drones) into their business operations.

Prior to obtaining his law degree, Mr. Naeemullah was a vice president at a large San Francisco-based bank, where he focused on the corporate/commercial banking sector.

Allison R. Nelson

Akerman LLP

Allison Nelson focuses her national practice on representing healthcare systems in complex real estate transactions and mergers and acquisitions. In the healthcare sector, Allison negotiates compliant sales and acquisitions, joint venture developments, and leases, ground leases, and subleases. She partners with clients to build and improve systems to manage real estate portfolios to ensure compliance with federal and state healthcare regulatory laws. She is also experienced in navigating clients through real estate compliance investigations by the U.S. Office of Inspector General (OIG).

Allison guides clients in retail, industrial, office, mixed-use, and home builder sectors, through all aspects of commercial real estate transactions, including acquisition, entitlement, development, financing, and disposition. She represents both landlords and tenants in negotiation of master leases, ground leases, leases, and subleases for office parks, industrial centers, retail centers, anchor locations, and distribution and warehouse space. She has served as lender’s counsel in commercial real estate transactions for national lenders and as receiver’s counsel for court-appointed receivers of retail, office, multi-family, and other commercial properties.

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