Program Details
2025-04-25 14:00:00
Over 1,000+ webinars
Course Overview
2025-04-25 14:00:00
2h CLE Credits
Intermediate
2
2:00 pm - 2:20 pm ESTThis session examines the unique nature of hotel transactions as operating businesses on real estate, where approximately half the value derives from operations. Participants will learn comprehensive due diligence components including title review, environmental assessments, intellectual property considerations, and strategies for managing the study period effectively.
Guy MaisnikJonathan FalikTara K. Gorman 2:20 pm - 2:35 pm ESTThis session explores why representations and warranties matter as provisions that survive closing and enable post-closing claims. Key topics include negotiating scope and limiting qualifications such as materiality, knowledge standards, and disclosure schedules, along with indemnification structures and holdback mechanisms.
Guy MaisnikJonathan FalikTara K. Gorman 2:35 pm - 2:50 pm ESTParticipants will learn critical provisions in management agreements including term extensions, fee structures, and performance standards. The session covers the legal structure of management agreements as personal service contracts, assignment considerations, and key franchise agreement terms including liquidated damages and key money obligations.
Guy MaisnikJonathan FalikTara K. Gorman 2:50 pm - 3:00 pm ESTThis session addresses the franchise application process and its timing challenges relative to PSA milestones. Topics include critical termination provisions, comfort letter requirements, and strategies for navigating brand transitions during hotel acquisitions.
Guy MaisnikJonathan FalikTara K. Gorman 3:00 pm - 3:10 pm ESTA brief intermission allowing participants to refresh before continuing with closing provisions and dispute resolution topics. Use this time to review materials and prepare questions for the remaining sessions.
Guy MaisnikJonathan FalikTara K. Gorman 3:10 pm - 3:25 pm ESTThis session covers forward reservations, operating covenants, and balance sheet true-ups required at closing. Participants will learn about contract assignment strategies and the importance of building coordinated transaction teams with specialized expertise.
Guy MaisnikJonathan FalikTara K. Gorman 3:25 pm - 4:10 pm ESTThis comprehensive session addresses letter of intent negotiations, financing dynamics, and structural considerations in hotel transactions. Key focus areas include employee retention challenges, intellectual property protection, hidden liens and tax exposures, and strategies for resolving disputes that arise during and after closing.
Guy MaisnikJonathan FalikTara K. GormanJonathan Falik is the Founder and Chief Executive Officer of JF Capital Advisors, where he leads the firm’s hospitality business across equity and debt placement, asset acquisitions and dispositions, portfolio transactions, joint venture structuring, asset management, management company and brand evaluation, and strategic and capital markets advisory services. He has worked on M&A and financing transactions involving well over 2,000 hotels and over $30 billion of transaction value.
Tara Gorman focuses her practice on hospitality law, advising clients domestically and internationally on hotel acquisitions, licensing, branding, financings, operation, and development, with extensive experience in management, licensing, and branding agreements for hotels, restaurants, water parks, and casinos.
Jonathan Falik is the Founder and Chief Executive Officer of JF Capital Advisors, where he leads the firm’s hospitality business across equity and debt placement, asset acquisitions and dispositions, portfolio transactions, joint venture structuring, asset management, management company and brand evaluation, and strategic and capital markets advisory services. He has worked on M&A and financing transactions involving well over 2,000 hotels and over $30 billion of transaction value.
Tara Gorman focuses her practice on hospitality law, advising clients domestically and internationally on hotel acquisitions, licensing, branding, financings, operation, and development, with extensive experience in management, licensing, and branding agreements for hotels, restaurants, water parks, and casinos.
Requirements
The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.
Formats
