October 9, 2017
Michelle Quinn and Brian Gottesman Present CLE on Structured Finance Opinions
Berger Harris partners Michelle Quinn
and Brian Gottesman
presented a continuing legal education (CLE) course at a number of prominent law firms in the Boston area last week. The program was entitled “Best Practices and Expectations in Delaware State Law and Nonconsolidation Opinions.” The presentation material can be downloaded by clicking the links below:
From the program description:
LLCs are now the business entity of choice for many enterprises, and Delaware, with almost 800,000 domestically-formed LLCs, is one of the premier domiciles in the nation for these entities. As LLC formation and use in commercial real estate investment has become more prevalent, requests of counsel for third-party legal opinions addressing the due formation, good standing, and power and authority of LLCs, as well as the enforceability of LLC agreements, have greatly increased. In addition, rating agencies frequently request opinions on the substantive nonconsolidation of borrower LLCs and their affiliates. Our presenters will discuss substantive nonconsolidation opinions as well as the various types of opinions rendered by Delaware special counsel, the process of document review and documentary requirements for these opinions and what borrowers’ and lenders’ counsel should and should not expect these opinions to cover.
Brian M. Gottesman is a partner in the law firm of Berger Harris LLP. He has extensive experience counseling corporations and closely-held alternative entities (including limited liability companies, Delaware statutory trusts, and limited partnerships) on issues relating to their governance and management. He also provides opinions on Delaware law relating to limited liability companies, business trusts and other Delaware entities involved in real estate acquisitions, structured finance deals, business mergers and other transactions. In addition to his transaction work, Brian has extensive experience with litigation in Delaware courts, particularly in the Court of Chancery.Michelle P. Quinn is a partner in the law firm of Berger Harris LLP. Her practice focuses primarily on rendering advice as to matters of Delaware law relating to partnerships and limited liability companies. Michelle has extensive experience in rendering advice and legal opinions in a wide variety of transactions involving Delaware partnerships and limited liability companies, including investment fund transactions, joint venture transactions and structured finance transactions. Her work also includes rendering advice with respect to mergers, conversions and other structural changes involving partnerships and limited liability companies, as well as analyzing fiduciary duty and contractual interpretation issues.Berger Harris attorneys have extensive experience in rendering advice and legal opinions in a wide variety of transactions involving Delaware partnerships, limited liability companies, and statutory trusts, including investment fund, joint venture and structured finance transactions. Berger Harris attorneys have rendered opinions covering such issues as due formation, good standing, power and authority, and nondissolution under state law, authority to file bankruptcy, perfection under the UCC, substantive nonconsolidation and “true lease” issues under federal bankruptcy law.