Commercial Mortgage-Backed Securities Servicing

Venable’s Commercial Mortgage-Backed Securities (CMBS) Servicing attorneys come from multiple legal disciplines throughout the firm dedicated to meeting the needs of the CMBS servicing industry. These attorneys draw upon their extensive experience in real estate, tax, securities compliance, bankruptcy and litigation to represent servicers with each legal facet of a CMBS asset. Venable brings the collective experience of this team to bear on behalf of each of its clients.

Venable is the leader in the country on corporate issues affecting REITs, with the firm currently representing one-third of the nation's publicly traded REITs. Venable also has one of the largest real estate groups in the country and is active in all facets of real estate transactions. From originations, through the firm’s long-term representation of major financial institutions such as Fannie Mae and many national banks, to asset management and property dispositions, through its representation of Marriott and numerous hotel franchisees, Venable brings extensive knowledge to every CMBS real estate transaction.

Venable’s CMBS attorneys also have sophisticated tax experience. Venable provides guidance to servicers of CMBS assets on a full range of post-issuance REMIC tax issues. This work includes structuring and working with pass-through investment vehicles for real estate assets including FASITs, REMICs and REITs. Venable attorneys have authored tax reference guides used by the CMBS industry and have assisted clients in developing form language for the CMBS marketplace.

Venable is unique among firms working on behalf of CMBS servicers in that a cohesive group of experienced attorneys focus the majority of their time assisting special servicers. Venable has a comprehensive understanding of the securities, tax and fiduciary obligations inherent in any CMBS workout. Venable has overseen workouts involving loans backed by properties located in 27 different states secured by assets valued from as little as $1 million to as much as $150 million.

In connection with these and similar representations, Venable has successfully handled several issues of first impression, including:

  • successfully pursuing multiple breach claims while creating some of the leading decisions in the field;
  • obtaining a new interpretation of the Bankruptcy Code in the Third Circuit that property secured by a Trust’s lien may not be sold in bankruptcy for less than the amount that is owed to the Trust;
  • dismissing a Texas bankruptcy filing as an ultra vires corporate act and defeating a $75 million usury claim brought by the Trust’s borrower;
  • securing summary judgment in the Southern District of New York in favor of a breach claim defendant;
  • prosecuting a claim that pierced three layers of corporate veils to obtain a judgment against a principal who was judged to have committed fraud and fraudulent conveyances. In a similar case, Venable’s efforts led to the criminal conviction of a borrower for bankruptcy crimes; and
  • drafting the first sub-servicing agreements for one of the nation’s largest mortgage sellers.

Venable’s attorneys stay on top of industry trends and are familiar with the most sophisticated and complex pooling and servicing agreements. Venable is always mindful of the practical side of CMBS servicing and ensures that its clients receive the greatest value for the lowest cost. Venable brings to each engagement a nationwide network of contacts who can act as its local counsel and as industry experts.