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The Lifecycle of Nonrecourse Liability: Drafting, Negotiation, and Enforcement

Build command of nonrecourse lending liability—from structuring through bankruptcy—by learning how to draft, negotiate, enforce, and defend bad-boy guaranties in commercial real estate.

2026-04-30 14:00:00

Program Details

2026-04-30 14:00:00

Program Details

2026-04-30 14:00:00

Over 1,000+ webinars

2026-04-30 14:00:00

Course Overview

The Loan Was Nonrecourse Until It Wasn't

2026-04-30 14:00:00

A single carveout violation collapses the entire nonrecourse premise of a commercial real estate loan and converts a borrower’s measured exposure into full personal liability for the guarantor — and the events that trigger it (unauthorized transfers, SPE covenant breaches, voluntary bankruptcy filings, cash management failures) are often missed by the people drafting the documents and only fully understood by the lawyers litigating them. The current cycle of commercial real estate distress, with offices repricing and refinancings stalling, has put bad-boy guaranties in front of courts at a pace not seen since the last downturn, and the rulings interpreting carveouts, materiality thresholds, and damages frameworks are reshaping what enforceable drafting looks like. Lenders, borrowers, guarantors, and their counsel all operate in this gap. This program runs the full lifecycle in two hours — the evolution of nonrecourse lending and current market terms, drafting and negotiating carveouts across structured financing, bank, construction, and mezzanine loans, litigation and enforcement strategy, and bankruptcy and workout exposure including SPE violations and emerging risk areas. Attendees will be able to draft, defend, and litigate every stage.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
Guaranty evolution
Understand how bad-boy guaranties developed and where markets stand today.
02
Carveout structure
Distinguish loss carveouts from full recourse triggers and their consequences.
03
Drafting standards
Apply market standards to draft guaranties that survive judicial scrutiny.
04
Enforcement tactics
Identify judicial interpretation patterns and key strategies in enforcement actions
05
Bankruptcy exposure
Assess how bankruptcy filings and SPE violations affect guarantor liability.
06
Workout strategy
Navigate restructuring negotiations and emerging litigation risks in financial distress.

Program schedule

clock 2:00 pm - 2:30 pm EST

Nonrecourse Loans and the Evolution of Bad-Boy Guaranties

Establish the foundational framework of nonrecourse lending, tracing how bad-boy guaranties evolved in commercial real estate and where the market stands today, including key carveout structures, SPE covenants, and current market trends.

Alonso CisnerosAlonso Cisneros
Massimo F. D’AngeloMassimo F. D’Angelo
clock 2:30 pm - 3:00 pm EST

Drafting and Negotiating Nonrecourse Carveouts

Develop best practices for structuring and negotiating carveout provisions that clearly allocate risk, covering enforceable guaranty drafting, liability caps, cure rights, materiality thresholds, and market standards across structured financing, bank, construction, and mezzanine loans.

Alonso CisnerosAlonso Cisneros
Massimo F. D’AngeloMassimo F. D’Angelo
clock 3:10 pm - 3:40 pm EST

Litigation and Enforcement of Bad-Boy Guaranties

Analyze how courts interpret nonrecourse carveouts and the strategies lenders and guarantors deploy when litigating enforcement disputes, including borrower defenses, establishing damages, and drafting guaranties designed to withstand litigation challenges.

Alonso CisnerosAlonso Cisneros
Massimo F. D’AngeloMassimo F. D’Angelo
clock 3:40 pm - 4:10 pm EST

Bankruptcy, Workouts, and Emerging Risk Areas

Explore how financial distress, restructuring efforts, and bankruptcy filings affect nonrecourse loans and guarantor liability, covering SPE covenant violations, workout strategy, cash management risks, unauthorized transfers, and emerging litigation trends affecting guarantor exposure.

Alonso CisnerosAlonso Cisneros
Massimo F. D’AngeloMassimo F. D’Angelo
Alonso Cisneros

Alonso Cisneros

Selzer Gurvitch

Massimo F. D’Angelo

Massimo F. D’Angelo

Blank Rome LLP

Alonso Cisneros

Alonso Cisneros

Selzer Gurvitch

Alonso J. Cisneros is a Shareholder specializing in Real Estate and Real Estate Finance at Selzer Gurvitch, where he advises commercial real estate clients on complex loan transactions across all asset classes. He represents developers, borrowers, and a diverse range of financial institutions — including commercial and investment banks, regional and local banks, and other lending entities — across permanent, bridge, mezzanine, preferred equity, construction, and split loan structures. Throughout his career, Alonso has closed billions of dollars in real estate financing nationwide.

Education & Credentials

Alonso holds a J.D. from The George Washington University School of Law, where he was a Dean's Fellow, and a B.S. in Mathematics from the University of Florida. He is admitted to the District of Columbia Bar, the Virginia Bar, and the U.S. District Court for the Eastern District of Virginia. Earlier in his career, he served as a law clerk for The Honorable Gerald Bruce Lee in the U.S. District Court for the Eastern District of Virginia. Alonso is also a U.S. Marine Corps veteran, having attained the rank of Major and served as assistant training and operations officer and civil affairs officer with the Fourth Civil Affairs Group.

Recognition & Leadership

Alonso has been recognized in The Best Lawyers in America® for Real Estate Law in the 2026 edition and is a member of the Mortgage Bankers Association.

Professional Involvement

Alonso is an active thought leader in commercial real estate finance, having authored and presented on distressed loan topics for the Washington Business Journal, including "Bad-Boy Guaranties: What You Do Not Know Could Cost You Personally" in 2025 and "Navigating CRE Asset Distress, Under-performing Loans and Workouts" in 2024. Before joining Selzer Gurvitch, he was a partner in the real estate finance group at a prominent international law firm.

Experience

Alonso's practice spans the full lifecycle of commercial real estate transactions, from acquisition, development, and construction to disposition and workout. He has particular expertise in agency lending, with extensive experience under the Fannie Mae Delegated Underwriting and Servicing (DUS) program and the Freddie Mac Optigo Seller/Servicer program, across a broad spectrum of loan products including senior housing, affordable housing, Shari'ah-compliant structures, manufactured housing, student housing, and green financing. He also advises on loan servicing, asset management, and workouts, providing comprehensive support to lenders and servicers throughout the life cycle of their loan portfolios.
Massimo F. D’Angelo

Massimo F. D’Angelo

Blank Rome LLP

Massimo F. D’Angelo is a nationally recognized real estate attorney and commercial litigator at Blank Rome LLP, where he represents a broad range of clients in complex real estate disputes, high-stakes civil litigation, and related corporate matters. He counsels owners, developers, corporations, condominium and cooperative boards, and other entities on intricate legal issues involving real property, commercial disputes, governance, and transactional risk. Massimo’s trial experience spans state and federal courts throughout the United States and internationally, and he regularly argues appeals and contributes to shaping litigation strategy in cutting-edge cases.

Education & Credentials

Massimo earned his J.D. from Thomas M. Cooley Law School and his B.A. from the University of Massachusetts, Amherst. He is admitted to practice in New York and New Jersey, as well as multiple U.S. District Courts. He currently serves as Co-Chair of the Real Estate Industry Team at Blank Rome LLP.

Recognition & Leadership

Massimo has been recognized as one of the “Top 500 Leading Litigators in America” by Lawdragon (2026) and has been consistently named a “Super Lawyer” in Real Estate: Business (2023–2025), following earlier recognition as a “Rising Star” (2014–2022). He is a frequent media contributor, having been featured on CNN and CBS News and quoted in leading publications including The Wall Street Journal, Financial Times, Politico, Forbes, and Law360.

Professional Involvement

Massimo is actively involved in legal and international business communities. He serves as Chairman of the Board of Trustees for La Scuola d’Italia Guglielmo Marconi and is a member of the Italy America Chamber of Commerce. His additional affiliations include the New York State Bar Association, New Jersey State Bar Association, International Bar Association (Real Estate Section), and the New York City Bar Association. He also contributes to legal education and thought leadership through writing, speaking engagements, and industry programming.

Experience

Massimo’s practice encompasses complex commercial litigation, real estate disputes, securities litigation, and white-collar matters. He has led precedent-setting cases involving real estate transactions, lease disputes, guaranty enforcement, and corporate liability, shaping legal standards in areas such as fee recovery, Statute of Frauds exceptions, and COVID-19-related lease defenses. He regularly advises clients through all stages of disputes—from pre-litigation strategy to trial and appeal—providing practical, business-focused guidance in high-stakes matters.
Alonso Cisneros

Alonso Cisneros

Selzer Gurvitch

Alonso J. Cisneros is a Shareholder specializing in Real Estate and Real Estate Finance at Selzer Gurvitch, where he advises commercial real estate clients on complex loan transactions across all asset classes. He represents developers, borrowers, and a diverse range of financial institutions — including commercial and investment banks, regional and local banks, and other lending entities — across permanent, bridge, mezzanine, preferred equity, construction, and split loan structures. Throughout his career, Alonso has closed billions of dollars in real estate financing nationwide.

Education & Credentials

Alonso holds a J.D. from The George Washington University School of Law, where he was a Dean's Fellow, and a B.S. in Mathematics from the University of Florida. He is admitted to the District of Columbia Bar, the Virginia Bar, and the U.S. District Court for the Eastern District of Virginia. Earlier in his career, he served as a law clerk for The Honorable Gerald Bruce Lee in the U.S. District Court for the Eastern District of Virginia. Alonso is also a U.S. Marine Corps veteran, having attained the rank of Major and served as assistant training and operations officer and civil affairs officer with the Fourth Civil Affairs Group.

Recognition & Leadership

Alonso has been recognized in The Best Lawyers in America® for Real Estate Law in the 2026 edition and is a member of the Mortgage Bankers Association.

Professional Involvement

Alonso is an active thought leader in commercial real estate finance, having authored and presented on distressed loan topics for the Washington Business Journal, including "Bad-Boy Guaranties: What You Do Not Know Could Cost You Personally" in 2025 and "Navigating CRE Asset Distress, Under-performing Loans and Workouts" in 2024. Before joining Selzer Gurvitch, he was a partner in the real estate finance group at a prominent international law firm.

Experience

Alonso's practice spans the full lifecycle of commercial real estate transactions, from acquisition, development, and construction to disposition and workout. He has particular expertise in agency lending, with extensive experience under the Fannie Mae Delegated Underwriting and Servicing (DUS) program and the Freddie Mac Optigo Seller/Servicer program, across a broad spectrum of loan products including senior housing, affordable housing, Shari'ah-compliant structures, manufactured housing, student housing, and green financing. He also advises on loan servicing, asset management, and workouts, providing comprehensive support to lenders and servicers throughout the life cycle of their loan portfolios.
Massimo F. D’Angelo

Massimo F. D’Angelo

Blank Rome LLP

Massimo F. D’Angelo is a nationally recognized real estate attorney and commercial litigator at Blank Rome LLP, where he represents a broad range of clients in complex real estate disputes, high-stakes civil litigation, and related corporate matters. He counsels owners, developers, corporations, condominium and cooperative boards, and other entities on intricate legal issues involving real property, commercial disputes, governance, and transactional risk. Massimo’s trial experience spans state and federal courts throughout the United States and internationally, and he regularly argues appeals and contributes to shaping litigation strategy in cutting-edge cases.

Education & Credentials

Massimo earned his J.D. from Thomas M. Cooley Law School and his B.A. from the University of Massachusetts, Amherst. He is admitted to practice in New York and New Jersey, as well as multiple U.S. District Courts. He currently serves as Co-Chair of the Real Estate Industry Team at Blank Rome LLP.

Recognition & Leadership

Massimo has been recognized as one of the “Top 500 Leading Litigators in America” by Lawdragon (2026) and has been consistently named a “Super Lawyer” in Real Estate: Business (2023–2025), following earlier recognition as a “Rising Star” (2014–2022). He is a frequent media contributor, having been featured on CNN and CBS News and quoted in leading publications including The Wall Street Journal, Financial Times, Politico, Forbes, and Law360.

Professional Involvement

Massimo is actively involved in legal and international business communities. He serves as Chairman of the Board of Trustees for La Scuola d’Italia Guglielmo Marconi and is a member of the Italy America Chamber of Commerce. His additional affiliations include the New York State Bar Association, New Jersey State Bar Association, International Bar Association (Real Estate Section), and the New York City Bar Association. He also contributes to legal education and thought leadership through writing, speaking engagements, and industry programming.

Experience

Massimo’s practice encompasses complex commercial litigation, real estate disputes, securities litigation, and white-collar matters. He has led precedent-setting cases involving real estate transactions, lease disputes, guaranty enforcement, and corporate liability, shaping legal standards in areas such as fee recovery, Statute of Frauds exceptions, and COVID-19-related lease defenses. He regularly advises clients through all stages of disputes—from pre-litigation strategy to trial and appeal—providing practical, business-focused guidance in high-stakes matters.

Credits by state

AK2.0
AL2.0
AR2.0
AZ2.0
CA2.0
CO2.0
CT2.0
DC2.0
DE2.0
FL2.0
GA2.0
HI2.0
IA2.0
ID2.0
IL2.0
IN2.0
KS2.0
KY2.0
LA2.0
MA2.0
MD2.0
ME2.0
MI2.0
MN2.0
MO2.4
MS2.0
MT2.0
NC2.0
ND2.0
NE2.0
NH120.0
NJ2.4
NM2.0
NV2.0
NY2.0
OH2.0
OK2.0
OR2.0
PA2.0
RI2.5
SC2.0
SD2.0
TN2.0
TX2.0
UT2.0
VA2.0
VT2.0
WA2.0
WI2.0
WV2.4
WY2.0

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MCLE Credits

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Pending
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Approved
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New Jersey
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New Mexico
Approved
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Pennsylvania
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Rhode Island
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Alabama

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

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs