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Joshua Stein
Latham & Watkins LLP, New York
joshua.stein@lw.com
(212) 906-1342

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	© 2008 Joshua Stein

All Articles
96 All Articles and Other Items Found

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	Model Workout Amendment for Loan Agreement [2008]
	Sample amendment to a loan agreement to provide for commonly negotiated "workout" terms.
	Troubled Hotel Loan Case Study - Outline of Issues [2006]
	Here is an outline of issues that arise in the "Heavenly Gardens" case study, also written by Joshua Stein and also posted on this website. This outline suggests actions that a lender should think about taking on its own initiative when facing similar facts.
	Troubled Hotel Loan Case Study [2006]
	The story of the hypothetical "Heavenly Gardens" hotel sounded far-fetched a few years ago, but some of it may now become far too familiar. But even with today's credit crisis, surely no hotel could have as many problems as this one. Or could it?
	Foreclosure and Other Remedies [2007]
	An introduction to the law of mortgage foreclosures in New York, with warnings about mistakes that lenders and their counsel can easily make. Reprinted from Joshua Stein's book on New York Commercial Mortgage Transactions.
	Defaults and Acceleration [2007]
	When a loan goes into default, the lender's first steps can help determine the ultimate outcome and how quickly the property can get there. This chapter from Joshua Stein's book on New York Commercial Mortgage Transactions introduces these issues, with suggestions for lenders in New York and elsewhere.
	Will Mezz Get Messy? [2004]
	In 2004, Joshua Stein was interviewed in the Slatin Report about possible issues with mezzanine loans going into default.
	New Law Requires NY Property Owners to Disclose Air Contamination Reports [2008]
	Effective December 3, 2008, New York law will require property owners to disclose to tenants -- and even sometimes prospective tenants -- certain information about air contamination in or near a building. Click anywhere on this paragraph to see a report that Joshua Stein co-authored about the new statute.
	PLI Seminar on Commercial Real Estate Financing: How the World Changed [2009]
	In February 2009, Joshua Stein will chair the New York City edition of the Practising Law Institute's annual two-day seminar on commercial real estate financing. This year's program will provide extensive coverage of distressed and defaulted loans. To see the program brochure, click anywhere on this paragraph.
	Model Deed in Lieu Agreement [2004]
	When a borrower intends to "give the keys" to the lender, both parties will often benefit by entering into an agreement about the transaction. Here is a sample deed in lieu agreement, with some related forms attached as exhibits.
	Landlord's Checklist of Silent Lease Issues - Second Edition [2008]
	This checklist started out as an effort to identify issues that "older" leases might overlook, and that a landlord might want to include in the course of updating such leases. The checklist grew to cover lease negotiations more generally, from the landlord's perspective.
	Sample Subordination Agreement With Junior Mortgagee [2000]
	Everyone says "you can't have second mortgages." But with a strong enough intercreditor agreement, might everyone be wrong? Here's an intercreditor agreement that just might be strong enough. But would a second mortgagee ever agree to it?
	Model Intercreditor Agreement for A-B Loans [2007]
	When an originator breaks one loan into an A Loan and a B Loan, the relationship between the two can become rather complex. This article explains why and how. It also offers a model agreement that seeks to summarize normal industry expectations.
	How Hotel Managers Might Protect Themselves from Early Termination [2007]
	Hotel managers often fear, with some basis, that hotel owners may be able to terminate hotel management agreements unexpectedly and in a way that "goes around" the terms of the document. This article looks at the governing law and suggests some self-preservation measures a hotel manager might consider.
	Techniques for a Developer to Structure For-Sale Apartments in a Leasehold Project [2007]
	Condominium developers typically sell units outright to end-users. But what happens if the developer only holds a long-term lease on the building? This article explores some techniques to sell apartments that are built on a leasehold.
	The Lost Art of Conversation and the Walls of Sound [2007]
	A few thoughts on the quality of two-way conversations in business and life.
	Overview of Hotels: Class at University of Pennsylvania Law School [2007]
	Joshua Stein spoke about the legal structure, management, sales, and financing of hotels on March 26, 2007, at University of Pennsylvania Law School. Click on this paragraph to see the PowerPoint presentation for the class.
	New York's Final Lawyer Advertising Rules [2007]
	New York's Office of Court Administration issued final (revised) lawyer advertising rules in January 2007 -- much improved from the draft rules released in Summer 2006. This article compares the draft and the final rules, at least as they relate to email and websites.
	Are Ground Lease Rent Reset Clauses Formulas for Disaster? [2007]
	Long-term ground leases usually contain appraisal-based rent adjustments -- perhaps the single largest source of ground lease litigation. This article explains where the problems lie and how to prevent them.
	Outline of UCC Issues in Real Estate Financing [2007]
	Here's a copy of the PowerPoint presentation on UCC issues that Larry Safran, Steve Weise, and Elizabeth Orelup submitted for their presentation on UCC issues in real estate finance transactions. The three panelists spoke on this topic for the 2007 Practising Law Institute seminars on commercial real estate financing.
	Celebrity Endorsement Agreements - Contracting with the Stars [2007]
	Hotel or condo developers sometimes enlist celebrities to help them promote their projects. This article introduces the issues that arise in negotiating those relationships.
	What Was Wrong With OCA's 2006 Draft Lawyer Advertising Rules? [2006]
	In 2006, the New York Office of Court Administration proposed some very broad and poorly considered rules on lawyer advertising. OCA requested comments on the draft rules. In response, many lawyers and bar associations submitted extensive comments. Joshua Stein's 20-page submission focused on how the draft rules would impede lawyers' use of websites (including this one) and email. OCA's final rules responded to most of Joshua Stein's objections, but those objections remain available for reference by clicking anywhere on this paragraph.
	Allonges Under New York UCC [2006]
	For any loan assignment, the parties usually sign an "allonge" on a separate piece of paper and throw it into a closing file. This practice may not make the assignee the "holder" of the loan and may create totally preventable legal issues down the road. In this article, Larry Safran and Joshua Stein explain why.
	Stein on New York Commercial Mortgage Transactions - Information Brochure [2006]
	LexisNexis Matthew Bender has released its brochure for STEIN ON NEW YORK COMMERCIAL MORTGAGE TRANSACTIONS. The brochure summarizes the book and includes ordering information. To see the brochure online, click anywhere on this paragraph.
	How One Lawyer Uses a Personal Computer on his Desk Instead of a Legal Pad and Dictating Machine [1985]
	Learn about the incredible powers of a Kaypro II desktop computer.
	Tough Times Teach Tenants Tough Lessons [1992]
	A few lease clauses that can produce particularly unpleasant surprises for commercial tenants that aren't paying enough attention.
	New York's Limited Liability Company Law Takes A Big Step In The Wrong Direction [2006]
	The New York State Legislature took a bad law and tried to make it even worse. (After this article was written, the Legislature partly changed its mind.)
	Negotiating Lease Provisions - Turning Pitfalls and Problems into Opportunities and Value [1992]
	An overview of some important issues any tenant should raise in lease negotiations.
	Delegating the Deluge - Action Codes for Forwarding Email [2006]
	How to spend more time practicing law and less time as a computer operator.
	Hotel Management Agreements - The Owner's Agenda [2000]
	Major business and legal issues in hotel management agreements, and how a hotel owner would like those issues to turn out.
	Writing Clearly and Effectively - How to Keep the Reader's Attention [1999]
	Some principles to reduce the use of legalese when lawyers write.
	When Is a Termination Right Not Really a Termination Right? [2000]
	Critical analysis of a New Jersey case that limited a contracting party's right to enforce a discretionary right of termination.
	When CP/M Powered Real Estate Practices [1998]
	A double time warp: In 1998, the LAWYERS' PC newsletter interviewed Joshua Stein about his use of computers in legal practice since 1982 (starting with a Kaypro II).
	What a Mortgage Lender Needs to Know About Property Insurance - The Basics [2001]
	Property insurance issues and procedures for any commercial mortgage loan closing. Problems that can arise during the life of a loan. How a lender should deal with property insurance.
	Top Ten Do's and Dont's for PowerPoint CLE Presentations [2003]
	Some suggestions for anyone preparing PowerPoint presentations (for continuing legal education programs or anything else).
	A Time Saving Alternative to Complicated Survey Certificates with Form [2005]
	Less can truly be more in the world of survey certificates.
	The Documents are Ready - Now Get Them Out the Door [1999]
	Tips and traps in distributing draft documents. (Many of these tips and traps remain relevant even in today's Age of Emailing Everything Everywhere All The Time.)
	Template for a Template - A Checklist to Prepare or Improve any Model Document [2000]
	When you prepare a document that will become a "form" or a "model" for future transactions, you might want to keep in mind the dozens of suggestions in this article.
	Subordinate Mortgage Financing - The Perils of the Senior Lender [1997]
	A thorough explanation of why rating agencies hate second mortgages.
	Short and Simple [2002]
	Seven succinct suggestions for better documents, letters, memos, and reports.
	Securitization of Commercial Mortgage Loans - Some Tips for Originators' Counsel [2006]
	When a commercial mortgage loan originator intends to securitize a loan, counsel needs to consider a range of special issues, including the handful discussed here.
	Retail Redevelopment Projects - The Lender's Special Risks and Concerns [1999]
	If a borrower intends to redevelop the mortgaged property (whether retail or other), but the transaction isn't quite a construction loan, this raises some special issues for the lender.
	Mortgage Loan Closings - Don't Wait Until the Last Minute [2001]
	Substantive requirements for any commercial mortgage loan. How a borrower can best assure that the right actions get taken at the right time to assure a timely closing.
	Mortgage Loan Closings -- Break the Bottlenecks in the Paperwork Process [2000]
	Specific actions borrowers can take to speed along their commercial mortgage loan closings and avoid being held hostage to paperwork problems.
	Mortgage Loan Assignments - A Primer in Two Parts [1997]
	When a mortgage holder sells a mortgage, the transaction may raise more legal and practical issues than an outright sale of the underlying property.
	How to Deal With Troubled Loans [2004]
	This chapter (from Joshua Stein's book on structuring and closing commercial mortgage loans) explores a lender's options and strategies in dealing with troubled loans.
	Interview with Joshua Stein About Loan Closings [2004]
	Brief interview with Retail Law Strategist about how loan documents and closings can be streamlined.
	How to Streamline, Simplify, and Save Money in the Loan Closing Process [1998]
	A critical look at where the cost overruns and delays occur in loan closings, and what the parties (primarily borrowers) can do to prevent them.
	How to Protect Your Interests with Lenders [2000]
	Brief overview of some points a commercial mortgage borrower should consider in negotiating with lenders.
	How a Lender Looks at a Lease [2004]
	This chapter from Joshua Stein's two-volume Commercial Leasing book explains how lenders and their counsel review space leases. What do they care about in leases, and why?
	Bankruptcy Risks in Structuring Portfolio Loans [2000]
	When separate borrowers mortgage separate properties to secure a single loan, this can create some unusual bankruptcy risks. This article explains those risks and how lenders mitigate them.
	Avoid Delays -- The Art of Uneventful Mortgage Payoffs [2000]
	Some suggestions on how to simplify and speed along a process that should be simple and fast but sometimes isn't.
	MBA Interview with Joshua Stein on Assignment of Rents Uniform Act [2005]
	Joshua Stein spoke with the Mortgage Bankers Association about proposed legislation that would simplify and streamline the law governing a mortgage lender's rights to the rental income of a property.
	Aozora Bank Case: Some Comments [2004]
	Brief discussion of a California case denying a lender recovery for its attorneys' fees in enforcing a "nonrecourse carveout guaranty."
	A Conversation About Property Insurance in Loan Closings [2001]
	Joshua Stein interviews insurance consultant Jim Branigan about what a lender needs to look out for when it obtains property insurance for loan closings.
	Preparing for the Commercial Real Estate Closing [1997]
	What makes a commercial real estate closing like a Broadway show?
	Perils of Subtenancy and a Roadmap for Recourse When the Sublandlord Defaults [2002]
	Subleases can create subtle risks for subtenants. This article explains those risks and some legal theories that might help mitigate them, with some unexpected implications for nonrecourse financing
	Nuggets of New York Commercial Mortgage Law and Practice - A to Z [2000]
	A miscellaneous collection of things that New York commercial mortgage lenders need to know.
	Nonrecourse Clauses Revisited [1992]
	Why older nonrecourse clauses amount to "heads I win, tails you lose" for the borrower. An early statement of the rationale for nonrecourse carveouts.
	Nonrecourse Carveouts - How Far is Far Enough? [1997]
	The logic of nonrecourse clauses. Just how far can you take it? And where does it end?
	Needless Disturbances - Do Nondisturbance Agreements Justify All The Time and Trouble? [2003]
	A critical analysis of how nondisturbance agreements work and whether they serve any real purpose.
	Lenders and Hotel Management Agreements [1998]
	Why hotel lenders can't treat hotel managers the same as anchor tenants.
	Joys of PDF [2005]
	A brief introduction to some of the things you can do using Adobe Acrobat PDF files.
	Is the Sky Really Falling on Leasehold Mortgagees -- Ground Lease Financing After Qualitech [2004]
	The Qualitech case has struck fear into the hearts of leasehold mortgagees and their counsel from coast to coast. In this article, Joshua Stein argues that the fear is not justified.
	Introduction to Real Estate Chapter - Who's Who of Business Lawyers [2005]
	The publishers of the 2005 edition of Who's Who of Business Lawyers asked Joshua Stein to summarize the state of the real estate world in one page. Here is that page.
	How to Use Defined Terms to Make Transactional Documents Work Better [1997]
	Why, when, where, and how to use defined terms in legal documents.
	How to Prevent Real Estate Problems in Non-Real Estate Transactions [2002]
	Share this article with your non-real-estate colleagues.
	How to Prevent Mistakes in Transactional Legal Work [1994]
	Principles, ideas, and guidelines on how to do your work right, based on an analysis of how it can go wrong. Common sources of ambiguity and problems in legal documents.
	How to Prevent Email Embarrassments, Control the Email Deluge, and Get People to Read the Email You Send [2003]
	A user's manual for email and how to prevent the problems it can cause.
	How Some "Standard" Language in a Promissory Note Cost a Lender Five Years of Default-Rate Interest [2002]
	Surprises sometimes lurk in "standard" language. Here's an expensive example from a case in California.
	Tenant's Checklist of Silent Lease Issues (Second Edition) [2003]
	This checklist helps tenant's counsel identify issues to raise "proactively," as opposed to just "reactively" in response to a landlord's draft lease.
	Are You Overlooking Traps in Your Deals? (Interview with Joshua Stein) [2006]
	In an interview with the National Association of Realtors, Joshua Stein discussed some problem areas in purchase and sale transactions, including surprises that can lurk in leases.
	How Much Protection Does a Leasehold Mortgagee Need? [2003]
	A reasonable set of "leasehold mortgagee" protections. Written in (relatively) Plain English and without saying too much or too little.
	How Could Anyone Possibly Have Comments on My Masterpiece? [2000]
	Why, when, and how lawyers should obtain comments on their work, and what to do with those comments after receiving them.
	How Computers Made Us Better Lawyers [1987]
	In 1987, Joshua Stein published an article about how lawyers might be able to use computers at their desks. It is reprinted here for historical interest.
	Hotel Loans - Underwriting, Structuring and Lenders' Due Diligence [1997]
	The special issues of hotel loans, and the questions a lender needs to ask.
	Guide to Commercial Mortgage Transactions in the USA [2002]
	An overview of how commercial mortgage loans are negotiated and closed in the United States.
	Easy Ways to Misuse Your Computer [2004]
	The shortcomings of computers, and when and how NOT to use them.
	Defeasance - Now a Viable Option in New York State [2000]
	How "defeasance" works, and how it works in New York despite New York's panoply of taxes on commercial real estate transactions.
	Cures for the Sometimes Needless Complexity of Real Estate Documents [1995]
	Why legal documents have become so long and complicated, and what lawyers and their clients can do about it.
	Confusury Unraveled - New York Lenders Face Usury Risks in Atypical or Small Transactions [2001]
	New York usury law consists mostly of exemptions. But it also imposes huge penalties for the occasional usurious transaction that manages not to qualify for any exemption.
	Closings - Step by Step [1999]
	How to deal with the commercial real estate closing process, and get the job done.
	City and State Rulings Open the Door for Synthetic Leases in New York [2002]
	New York's transfer and mortgage recording taxes would kill the use of synthetic leases in New York -- except for the favorable rulings discussed in this article.
	The Implied Covenant of Good Faith and Fair Dealing in Optionland [2005]
	If one party to a lease totally misunderstands the lease, and might lose valuable rights as a result, the other party might have an obligation to help out.
	Borrower's Agenda in Negotiating Loan Documents - Part 4 [2003]
	Here are some issues a borrower may want to raise proactively, as opposed to reactively in response to the language of a commitment letter, term sheet, or set of loan documents.
	Bound to Negotiate? [2003]
	We often think that an "agreement to negotiate" is just an agreement to agree and basically unenforceable. In a recent California case, the court thought otherwise.
	The Art of Real Estate Negotiations [2001]
	An overview of how to negotiate real estate (or other) transactions. Different negotiating styles. How to raise issues. How to compromise issues. How to reach closure.
	Borrower's Agenda in Negotiating Loan Documents - Part 3 [2003]
	Prepayment, yield maintenance, default interest, and a handful of similar "quasi-legal" issues that a borrower will often want to negotiate in loan documents.
	Borrower's Agenda in Negotiating Loan Documents - Part 2 [2003]
	Lockboxes, personal guaranties, financial covenants, and other "special features" in commercial mortgage loans, and the issues they raise for borrowers.
	Borrower's Agenda in Negotiating Loan Documents - Part 1 [2003]
	The first article in this series explores fundamental business issues that a borrower will typically negotiate in a term sheet or commitment letter.
	Best Strategies for Extricating a Company From Its Long Term Lease Obligations [2001]
	Here are the options, strategies, and tactics that any commercial tenant should consider if it wants to gracefully exit a lease that no longer makes sense.
	Benchmark Insurance Requirements for Commercial Real Estate Loans and Why They Say What They Say [2004]
	Sample language for state-of-the-art insurance provisions to include in a commercial mortgage loan agreement, with extensive annotations.
	After the Closing - A Legal Tragedy That Didn't Need To Be [2001]
	Sometimes, the long-term stability of a transaction depends more on what happens after the closing than on the documents themselves. This article explains why.
	Adventures in the Mortgage Trade - A Case Study in Legal Ethics [1999]
	A wild and strange tale of ethical problems that could conceivably arise in what looks like a "plain vanilla" real estate financing transaction.
	A Wish List for New York Real Estate Law [2005]
	A dozen easy ways to improve and simplify New York real estate law, primarily for lending and leasing.
	A Simple Proposal to Simplify New York Mortgage Recording Tax [1997]
	An overview of how New York's mortgage recording tax works, why it causes so much trouble, how the State could easily simplify it, and some other thoughts on the mortgage recording tax.
	A Checklist for Giving Legally Effective Notices [2005]
	When a transaction is heading for trouble, one of the first steps will often involve giving a notice of default (or some other notice). This article explains how to do it right.

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