Banking/Lender Representation: Distressed Loan Services
At Selzer Gurvitch, we understand the complexities and challenges that lenders face when dealing with distressed assets and underperforming or non-performing secured and unsecured loans. Our attorneys have gained valuable and extensive experience through various economic cycles and will provide you with proactive, comprehensive and practical loss mitigation solutions to navigate through these intricate situations. We will work as your trusted counselors to identify strategies to maximize returns and minimize losses.
Our services include:
- Initial Guidance. Our team excels in crafting demand letters, default notices, and reservation of rights letters. Our team is adept at identifying potential lender liability claims and advising on proactive measures, including, but not limited to, preparation of pre-negotiation agreements, which can be critical to lenders by preserving the status quo during negotiations, permitting a lender to communicate with the borrower concerning the workout strategy without prejudicing a lender’s ability to enforce the loan documents, and minimizing the risk of lender liability claims.
- Due Diligence. We assist with a lender’s due diligence efforts, reviewing loan, title, corporate and financial documents, evaluating continuing obligations for disbursements and reserve requirements, and identifying and assessing third-party rights, including, priming liens and judgments, and secured and unsecured party rights.
- Third-Party Creditors and Liens. We evaluate strategies to navigate cross-default and cross-collateralization agreements and multiple-lender arrangements, including participation, co-lender, intercreditor and subordination agreements.
- Dealing with All Types of Parties. We strategize with you on how to best handle challenging and uncooperative parties, including participating lenders or co-lenders, borrowers, guarantors and investors in borrowers, each of whom can complicate the workout process.
- Loss Mitigation. We develop effective workout strategies tailored to the unique circumstances of a particular distressed asset or the underperforming or non-performing secured or unsecured loan. Our team excels in crafting and negotiating forbearance arrangements and loan modifications to address covenant and payment breaches, to accommodate changes in the financial circumstances of borrowers and/or the marketplace, and to meet the regulatory needs of lenders.
- Collateral Preservation Strategies. We offer guidance on preserving collateral value and minimizing losses for the lender through strategic, realistic, and sound approaches.
- Foreclosure and Deeds-in-Lieu. We offer guidance and strategies in anticipation of foreclosure proceedings and in implementing consensual deed-in-lieu of foreclosures on real estate-secured assets or business assets under the Uniform Commercial Code.
- Bankruptcy Guidance. We provide valuable insights and strategies to help lenders understand and navigate the bankruptcy process, including defending lift stay actions.
- Guidance With Respect to Income Tax Consequences. Given the oftentimes severe income tax consequences to borrowers associated with discharge of indebtedness income, recapture of negative capital account balances and depreciation, our ability to provide advice and structures for minimizing these consequences can facilitate the parties reaching an acceptable resolution.
Our dedicated team of experienced legal professionals, with substantial experience on both the lender and borrower side, is available to assist you and is committed to delivering tailored solutions to meet your specific needs related to distressed assets and underperforming or non-performing loans. We look forward to discussing how we can assist you further.
Public/Private Partnerships
Public/Private Partnerships
Selzer Gurvitch attorneys have also pioneered public/private partnerships to achieve client objectives while creating private sector solutions to public redevelopment needs. Our attorneys have worked with local and State legislators and executives to create public/private partnership opportunities for client growth and value on complex projects such as the redevelopment of Downtown Silver Spring, Downtown Bethesda, The Parks at Walter Reed, New Carrollton Metro Station, and the White Flint Sector Plan. It is the experience and critical, creative thinking of our attorneys that help make these and other complex projects possible. In addition to navigating the development and regulatory approval steps outlined above, public/private partnership efforts have also included:
- Development and Special Taxing Districts
- Commercial District Management Authorities
- Development Rights and Responsibilities Agreements
- Disposition and Development Agreements
Land Use/Zoning
Selzer Gurvitch’s Land Use/Zoning attorneys are widely recognized for possessing in-depth comprehensive understanding of the entire spectrum of land use and zoning issues, from traditional planning, zoning and building permit cases to complex development review and approval processes that require creative strategies and solutions. We counsel developers, builders, governmental entities, non-profit institutions, and other local, national and international businesses on development projects from inception through completion, whether large mixed-use developments encompassing hundreds of acres or individual residential properties. Our ability to work effectively with the public sector and local communities to develop efficient and cost effective responses has been a hallmark of our success for decades. Our ability to serve our clients stretches throughout the greater Washington, D.C. Metropolitan area to include Washington, D.C., Montgomery County, Frederick County, Anne Arundel County, Howard County, Prince George’s County and Charles County, and the municipalities located therein.
Development and Regulatory Approvals
Beginning with planning and zoning and extending through the administrative land use process, we work with each client to provide thoughtful and incisive input and leadership while working with technical consultants and regulators to maximize value. These development and regulatory review processes include:
- Master (comprehensive) and Sector Plan representation
- Zoning Applications – including floating, overlay, planned unit, performance and mixed-use zones
- Variance and Special Exception (conditional use) applications
- Preliminary Plan of Subdivision and Record Plats
- Project Plans, Sketch Plans and Site Plan applications
- Forest Conservation Plans, Stormwater Management Plans and Sediment & Erosion Control Plans
- Adequate Public Facility Review –Traffic and School Capacity Studies, Management Plans, Agreements and Exactions
- Affordable Housing Agreements (Moderately Priced Dwelling Unit (MPDU) – Agreements)
- Transfer Development Right (TDR) Easements, Building Lot Termination (BLT) Easements, Developer Rights and Responsibilities Agreements (DRRAs)
- Credits and Agreements related to impact fees, linkage fees and development mitigation fees
- Water and Sewer Authority Regulations
- Permit applications
Zoning and Land Use Analysis
Complementing our experience in regulatory land use law, we prepare due diligence analyses and materials for prospective buyers of individual properties, multi-parcel projects and large asset pools. We also research and prepare zoning legal opinion letters for presentation to lenders and review the zoning opinions of others on behalf of lenders.
Local and State Advocacy
Our attorneys are known in Maryland for building and maintaining professional relationships with the legislative and administrative leaders, decision-makers and regulatory staff of our local and state level governments who can have an impact on each client’s success. Our attorneys understand the public policies and personalities that influence land use decisions and are often able to help shape those policies through advocacy on behalf of our clients. Areas where advocacy efforts have been utilized include:
- Comprehensive Planning/Master and Sector Plans
- Zoning Text and Subdivision Regulation Amendments
- Water and Sewer Plans
- Annexations and Annexation Agreements
- Growth Regulations and Staging Policies
- Legislative Advocacy
Appeals and Litigation
When litigation cannot be avoided, our lawyers represent clients through the administrative and regulatory appeals process and in litigating civil matters. Our lawyers are retained to analyze and present arguments challenging the arbitrary nature of governmental action and such issues as takings, procedural and substantive due process, equal protection, statutory compliance, and uniformity in the application of laws and regulations. We also represent clients in condemnation and inverse condemnation matters.
Consulted by Government
Our reputation in land use and zoning matters has led cities and counties to call on us to assess the legal validity and practical application of proposed regulations. We have helped create and evaluate governmental strategies and legislation for comprehensive planning, growth management, adequate public facilities, transferable development rights, environmental protection, transportation policy, commercial management and special taxing districts, sustainable development, sign regulation and historic preservation.
Condominium/Homeowner Associations
Selzer Gurvitch’s Condo/HOA Practice Group is an industry leader in all aspects of planned community development. We represent developers and community association boards in a variety of planned community developments, from straight-forward residential condominiums to multifaceted new urbanism/urban infill projects involving public-private partnerships.
Selzer Gurvitch’s Condo/HOA Practice Group utilizes creative and innovative ideas in drafting complex documentation for residential, office, retail, mixed-use and multi-family developments, often involving the use of sophisticated land condominiums and air rights parcels. We provide a unique legal experience that includes structuring associations and cost sharing arrangements for large planned community and commercial developments, while preserving the needs of our developer clients. We also advise planned community associations in Maryland and the District of Columbia after they are formed and operational, using our expertise in the formation of these associations to help boards enforce their provisions and defend claims.
Real Estate Development
On behalf of our developer clients we:
- Develop an optimal common interest association structure to create maximum value, insure flexibility, and be mindful of liability issues
- Prepare documentation to establish and operate residential, commercial, mixed-use planned communities, including condominiums, community associations, mixed-use communities, multi-family communities, business parks, commercial associations, and master planned communities
- Create opportunities and enhance value by establishing non-traditional associations such as land condominiums, marina condominiums, multi-tiered condominiums, and non-profit associations
- Prepare and register public offering statements for condominiums
- Compile disclosure statements for residential community associations
Community Associations
On behalf of community association clients we:
- Provide legal representation related to governance, assessment collection and operations, management and maintenance of the association
- Handle litigation and arbitration/mediation in Maryland and District of Columbia courts and administrative bodies, including foreclosure of liens for non-payment of assessments, architectural/covenant enforcement, and violations of rules, regulations, covenants, restrictions and state and local laws
- Provide legal advice in connection with distressed and fractured planned communities
- Help assure compliance pursuant to local and federal laws and regulations such as the Fair Housing Act, HUD, Fannie Mae and Freddie Mac
In addition to ensuring that all applicable laws and regulations are addressed, we take a proactive approach to help minimize future claims against developers, builders and community associations. We not only carefully draft the governing documents for common interest projects, but also pursue legislative initiatives to reduce the cost and potential liability associated with developing and financing these projects. Our experience provides us with the ability to anticipate problems and take steps to prevent them. In addition, our many years of experience in drafting documents for hundreds of common interest projects provides us with unique insights that assist us in our representation of the governing bodies of these communities.
Banking/Lender Representation
Selzer Gurvitch is the go-to firm for many of the region’s private banks when they want experienced counsel to represent them in documenting new loan transactions or in restructuring and/or enforcing existing loan transactions throughout the D.C. metropolitan area. Many such loans are secured by real estate, but we also advise on commercial loans that enable entrepreneurs to finance businesses and developers to engage in residential and commercial construction and development activities.
Selzer Gurvitch also has developed a particular niche in representing local credit unions in loan transactions, as well as in advising them on their corporate structure, lending and banking operations and in regulatory compliance.
The firm also regularly represents a host of non-institutional lenders in private loan transactions that provide mezzanine financing for a variety of real estate and business transactions, as well as investors in such transactions.
Estate Planning/Trust & Estate Administration
Selzer Gurvitch helps individual clients design and structure trusts and estate plans to help preserve assets and wealth while achieving family goals. We have experience drafting wills, trusts for children, generation skipping trusts, family partnerships, charitable trusts, private family foundations, powers of attorney and living wills. The firm also has extensive experience in the administration of trusts and estates, including probating wills in Maryland, D.C. and Virginia. In line with the firm’s comprehensive tax focus, our attorneys provide sophisticated tax analysis and planning for trusts, estates and beneficiaries.
Tax Planning
Because every financial decision – personal, as well as business – has tax ramifications, Selzer Gurvitch applies the depth of its attorneys’ tax experience across all areas of the firm’s practice. Many of our attorneys are or have been licensed CPAs and have Masters degrees in Tax law. Thus, when we represent our clients, whether in trust and estate planning or divorce agreements, litigation settlements or the creation, acquisition, operation and disposition of businesses and real estate, we are constantly focused on the tax implications. This comprehensive approach allows us to think strategically and maximize the after-tax earnings of clients and their families. Additionally, the firm handles controversy work and compliance tax matters for businesses, estates and individuals at the federal and state levels, including IRS audits and appeals and representation before the U.S. Tax Court.
Real Estate
One of the firm’s strongholds is our extensive real estate practice. Selzer Gurvitch represents clients in Maryland, Virginia and the District of Columbia in all stages of acquiring, developing, financing, leasing and selling real property, including industrial, office, hotel, retail, multifamily and mixed-use properties. We represent developer clients who acquire raw land and/or existing properties, take them through the entitlement and re-entitlement process with our assistance (including with respect to land use matters in certain jurisdictions) and then construct single family homes, townhomes and condominiums, commercial buildings, and mixed-use projects of all asset types and related infrastructure throughout the DC metropolitan area. Our assistance includes advising clients in the negotiation of the broad range of development and construction documents, joint venture documents, tax planning, as well as with contract administration, close out and enforcement.
We also have extensive experience representing landlords and tenants in negotiating and preparing commercial leases across the spectrum of property types, including commercial office buildings, shopping centers, retail space, medical offices and warehouses. We regularly appear in landlord/tenant court in disputed matters.
As an integral part of our real estate practice, we represent real estate lending institutions, including community, regional and national banks and credit unions. We work with our lending clients to structure and close their loans, whether asset-based or balance sheet-based transactions and to ensure that their loans are properly documented and secured.
In line with the firm’s comprehensive tax focus, our attorneys provide sophisticated tax analysis and planning for our real estate clients to ensure that deal structures are tax-efficient. Among other tax planning strategies, we design and implement sophisticated Internal Revenue Code §1031 like-kind exchange transactions and LLC, partnership and joint venture structures.
Corporate/Business
What sets Selzer Gurvitch corporate attorneys apart from most lawyers is our entrepreneurial spirit and business acumen. We “get” the opportunities and excitement and, at times, the pressures and stresses, of making decisions that affect you and your business partners, employees and families. We are strategic thinkers and planners and, thus, trusted advisors to our clients.
We apply our business acumen and legal experience to your matters, whether we’re negotiating an acquisition or divestiture deal, structuring and forming your business or investment venture, lining up and arranging for financing, incentivizing, compensating and retaining key executives and employees or handling partnership or shareholder and management disputes. We understand the pace of deals and make ourselves available and accessible to our clients.
We represent private companies and equity groups in structuring their operations and investments. We have extensive experience in crafting sophisticated and creative financial arrangements, including complex tiers of returns and preferred returns, restricted stock, stock options, stock appreciation rights, “phantom stock,” bonus plans, deferred compensation, purchase options, put and call rights and a myriad of other forms.
We handle M&A transactions in every form — taxable and non-taxable sales of assets or stock, mergers, conversions, re-organizations, spinoffs, split-ups and other business combinations. In line with the firm’s comprehensive tax focus, our attorneys provide sophisticated tax analysis and planning to structure deals in the most tax-efficient manner possible. This starts from the earliest stages of negotiating a term sheet and continues through negotiating and preparing deal documents and to making sure your deal closes.
We represent lenders and borrowers in financing transactions, including loans and raising funds for investment or venture capital. In addition, Selzer Gurvitch has developed longstanding relationships with accountants, business appraisers, brokers, bankers and governmental authorities within numerous state and local communities and can offer this network of professional advisors to our clients. Our experienced trusts and estates attorneys develop business succession plans and design trusts and estate plans to meet our clients’ business and personal goals.
Selzer Gurvitch provides effective advice to our business clients in an understandable and timely manner through all stages of the life cycle of a business.
Commercial Litigation
Selzer Gurvitch has a comprehensive civil litigation practice throughout Maryland, Northern Virginia and the District of Columbia. Our litigation attorneys have extensive experience handling complex matters before judges and juries in state and federal courts and regularly appear in administrative proceedings, arbitrations and mediations. Our attorneys also have substantial appellate experience in the federal and state courts. When needed, we have experience obtaining emergency injunctive relief for clients whose interests are under imminent threat in advance of litigation.
Our commercial litigation practice focuses on business disputes, including ownership disputes (between shareholders, LLC members or partners), transaction disputes, business tort and fraud claims, breach of fiduciary duty claims and breach of contract claims.
We advocate for clients in real property disputes, ranging from quiet title, encroachments, brokerage fee disputes, adverse possession, establishment of easements, landlord and tenant issues and breach of sales contracts. Selzer Gurvitch frequently litigates issues concerning construction contract disputes for suppliers, general contractors, sub-contractors and consumers. This litigation often includes the filing and perfection of mechanics’ liens, eminent domain and condemnation, appeals of real property special taxes and tax assessments, and denials or recaptures of real property tax exemptions and tax credits.
Our attorneys regularly litigate employment-related matters, including enforcing and defending claims arising from alleged violations of restrictive covenants (non-competition and non-solicitation), confidentiality agreements, wage and hour claims, wrongful termination and other claims for breaches of employment agreements.
We also litigate issues concerning guardianships, estates and trusts, including will and trusts contests, appointment or removal of guardians, personal representatives and trustees and a variety of disputes concerning the administration of trusts and estates.
Our litigation attorneys are highly-regarded for their knowledge, trial skills, zealous representation and ability to obtain favorable results for our clients. Recognizing that litigation can be expensive and time consuming, we offer our clients practical advice and cost-effective solutions. We are aggressive advocates, both in and out of the courtroom, with one primary focus – to achieve the best possible results for our clients.
