A Different Take (2022 Advanced Topics in Real Property)
8:25 Registration and Continental Breakfast
8:55 Welcome and Introductions
9:00 Negotiating Loan Documents
Kirsten Foyles, FirstBank, Southern Pines
Listen to the lender's perspective on negotiated terms in loan documents for a standard commercial loan document package, including third-party documents such as subordination, non-disturbance and attornment agreements (SNDAs).
10:00 Break
10:10 Solar Farm Ground Leases
Daniel Vandergriff, Blanco Tackabery, Winston-Salem
With the growth of alternate energy sources in the state, it's not unusual to see solar farms where we least expect them. This review of ground leases for solar farms highlights some common issues related to ground leases as well as terms specific to solar farms.
Structuring real estate investments carefully is of critical importance considering the activity and opportunity in the current market. Hear what to look out for when a client asks for your help in structuring a joint venture, to avoid unintentional tax consequences and to provide for the eventual investment exit as efficiently as possible.
12:20 Lunch Break
1:20 Corporate Transparency Act
David M. McCallum, Nexsen Pruet PLLC, Raleigh
Forming a corporate entity for a client will soon be subject to new requirements and regulations. This session covers the current state of the Corporate Transparency Act and how that is anticipated to impact real estate attorneys.
2:20 Break
2:30 Regulating Short-Term Rentals in Restrictive Covenants
H. Weldon Jones III, Jordan Price Wall Gray Jones & Carlton PLLC, Raleigh
Residential neighborhoods are seeing a rise in short-term rentals through Airbnb and VRBO. This session reviews the techniques that can be used to regulate this activity in planned communities and condominiums.
3:30 Break
3:40 Recent Ethics Opinions for Real Estate Practitioners*
Brian Oten, North Carolina State Bar, Raleigh
A discussion on ethics opinions that specifically apply to real estate practitioners, including the 2021 NC State Bar Ethics Opinions affecting real property transactions.
Nothing is routine anymore. Real estate transactions are changing in North Carolina as development continues to grow in all parts of the state. There always seem to be new issues to address in lease or contract terms, or twists on terms in restrictive covenants.
Contributors
Chris N. Bobby
Chris N. Bobby is of counsel with Manning Fulton & Skinner PA in Raleigh. He is a member of the Corporate Practice Group. He advises clients on a wide range of federal income tax planning matters. These include mergers, acquisitions, restructurings and reorganizations, REIT transactions, partnership transactions, private and public securities offerings, financings, and private equity transactions.
Chris also has worked with numerous REIT clients in transactional and operational planning. He has worked with several multinational corporations and investment banks in connection with cross-border planning and U.S. tax reform. Additionally, he has experience assisting clients in disputing audits before the IRS.
Chris earned his B.A., magna cum laude, in Philosophy from Kenyon College and his J.D. from the University of Chicago Law School. During law school, He served on the Committee for Faculty Appointment, Committee for the Appointment of the Law School Dean, and as a staff member of the Chicago Journal of International Law. In addition, Chris had legal internships at Lawyers for Children and an AmLaw 100 firm. At Lawyers for Children, Chris assisted staff attorneys in providing guardian ad litem services to children in the New York state foster care system.
Prior to law school, Chris participated in the Teach for America program and served as a school administrator and teacher for KIPP Academy Lynn Collegiate. While at KIPP, Chris oversaw the development and implementation of a school-wide disciplinary system, including providing orientation for students and the use of evidence-based practices to improve faculty execution. He also partnered with Teach for America Massachusetts to help coach and develop teachers during a summer school-based training program.
Chris is licensed to practice law in Illinois, but is not yet licensed in North Carolina.
Alison Riopel Cayton is a partner at Manning Fulton & Skinner PA in Raleigh. Her client base includes residential and commercial real property developers. She represents her clients in the acquisition and sale of all types of commercial properties from contract negotiation through the closing and financing of a project. A primary focus of her practice is on the creation of private land use controls in the form of restrictive covenants and related easements for residential and commercial subdivisions and the accompanying owners associations. Additionally, she has established numerous condominiums - from traditional residential condominium projects and land condominiums to mixed use projects.
Alison is a certified specialist by the North Carolina State Bar in Real Property Law, Business, Commercial and Industrial Transactions since 2003
Alison earned her B.A. in English, cum laude, from The University of the South (Sewanee) and her J.D./M.R.P from the University of North Carolina at Chapel Hill.
Kirsten Foyles is a Division Senior VP, Legal at FirstBank in Southern Pines. She serves as in-house counsel, specializing in real estate large loan reviews. Kirsten has practiced law in More County for 24 years and has been in-house counsel for First Bank since 2010.
Kirsten is a NC State Bar certified specialist in Real Property: Residential Transactions, serves on the Real Property Specialization Committee, is a member of American College of Mortgage Attorneys, and is a past member of the NCBA Real Property Council.
Kirsten earned her B.A. in Economics from University of Wisconsin-Madison and her J.D. Louis D. Brandeis School of Law at the University of Louisville. She also holds a Masters of Kodaly Music Education from Loyola University Maryland.
In addition to practicing law, Kirsten is an active Music Director and music teacher in Moore County. She lives in Southern Pines with her husband, Jody Foyles, and currently has daughters at Methodist University, NC State, and UNC-Greensboro.
H. Weldon Jones III is an associate with Jordan Price Wall Gray Jones & Carlton PLLC, in Raleigh, and practices in the firm's litigation section. Prior to joining the firm in the legal capacity, Weldon worked in the firm's legislative representation section as a lobbyist.
Weldon's practice primarily includes representing businesses and community associations, both generally, and for litigation matters. He routinely assists agribusiness clients, construction clients and subcontractors, as well as community and condominium associations at trial and at the appellate level. Weldon has experience litigating complex construction disputes, class actions, and in particular for his community association clients, he regularly assists clients with developer transition and declarant control disputes as well as construction defect claims. He has extensive experience helping association clients regulate short-term rentals and navigate that ever-expanding area of law. He also continues to represent clients as a lobbyist before the North Carolina General Assembly.
Weldon earned his B.A. from Hampden-Sydney College and his J.D. from Campbell University Norman Adrian Wiggins School of Law.
David M. McCallum is Of Counsel at Maynard Nexsen PC in Raleigh. He is an attorney in the Tax practice group of the Firm, where he helps clients navigate complex federal, state and local (SALT), and international tax compliance and controversy matters.
Prior to joining the Firm, David served as a Senior Attorney and Special Assistant United States Attorney in the IRS Office of Chief Counsel. He has extensive experience in appearing before the Tax Court and Bankruptcy Court on behalf of the IRS, which has given him a deep understanding of IRS processes and procedures.
In federal tax and SALT matters, David regularly represents both corporate and individual taxpayers through all stages of the audit process and resulting litigation before the Tax Court, Office of Administrative Hearings, state appellate courts, or Federal District Court. He has represented clients challenging proposed assessments, collection actions, and nexus determinations, along with seeking refunds in the areas of corporate tax, income tax, sales and use tax, and withholding and payroll taxes. Moreover, has has counseled numerous clients in highly complex tax planning for international operations and investments, as well as advised foreign clients who are making investments in the United States.
David also works closely with businesses to find and take advantage of tax credits and incentives at both the federal and state levels. He has experience with the R&D credit, the low-income housing tax credit, the new markets tax credit, and various energy credits, as well as state economic development incentives.
In addition to his primary tax focus, David advises business owners on the Corporate Transparency Act and its beneficial ownership reporting requirements. Further, he advises public charities, supporting organizations, private foundations, and cooperatives in applying for, receiving, and maintaining their exempt status. He works with exempt organizations regarding federal unrelated business income tax and state sales tax issues.
David earned his B.A., summa cum laude, from North Carolina State University, J.D., magna cum laude, from North Carolina Central University School of Law and his LL.M from New York University School of Law.
Brian P. Oten is the Director for Ethics and Special Programs at the North Carolina State Bar.
Brian joined the State Bar's Office of Counsel in 2007 as deputy counsel and moved to his current role in 2018 where he serves as chief ethics counsel and director for the boards of legal specialization and paralegal certification.
Brian earned his B.A. from UNC-Chapel Hill and his J.D. from the UNC School of Law.
Brinson Taylor is an associate at Manning Fulton & Skinner PA in Raleigh. His practice includes primarily real property acquisitions, dispositions, development, title, leasing, and financing transactions.
Brinson enjoys representing a diverse group of clients, including commercial developers, investors, buyers, sellers, and lenders, on a variety of projects, including without limitation, apartments, hotels, retail, restaurants, office, industrial, flex, and mixed-use projects throughout North Carolina. He also routinely counsels clients on commercial leasing matters. This work includes representation of owners of income-producing properties with their leasing needs, as well as tenant representation for office, retail, restaurant and industrial leases.
Prior to joining Manning Fulton, Brinson served as a law clerk to the Honorable Gregory P. McGuire on the North Carolina Business Court and the Honorable Richard Dietz on the North Carolina Court of Appeals.
Brinson received his law degree from the Wake Forest University School of Law. While at Wake Forest's School of Law, he served as symposium editor for the Wake Forest Journal of Business and Intellectual Property. Brinson also holds a Masters in Business Administration from Wake Forest's Babcock Graduate School of Management.
In his spare time, Brinson enjoys surfing and fishing on the North Carolina coast.
Daniel Vandergriff is a shareholder at Blanco Tackabery in Winston-Salem. He focuses his practice on renewable energy transactions, helping developers and sponsors acquire, finish developing and finance renewable energy projects. His expertise includes managing project acquisitions, with a focus on utility and regulatory issues, such as power purchase agreements and utilities commission filings, and navigating environmental due diligence and permitting issues. Daniel has significant experience drafting acquisition documents, negotiating leases, and handling complex tax-equity and debt financing transactions.
Prior to joining Blanco Tackabery's renewable energy team, Daniel focused on corporate and business transactions and commercial real estate, after spending his first four years practicing at an AmLaw 100 law firm resolving disputes for commercial entities related to a wide array of contracts and business torts. That experience informs his risk analysis as he counsels clients, negotiates transactions and drafts agreements.
Daniel earned his B.A. in Political Science, with a minor in Business Administration, from the University of North Carolina at Chapel Hill and his J.D. from Wake Forest University School of Law.