Commercial Mortgage-Backed Securities Servicing

Venable is one of the nation’s preeminent firms specializing in the representation of lenders and special servicers of commercial mortgage-backed security (CMBS) trusts. During the past 20 years, Venable has overseen the resolution strategies for tens of billions of dollars in real estate assets located in virtually every state. Venable’s work includes serving as lead counsel for the largest workouts measured by asset size in U.S. history for every principal class of CMBS real estate asset – multifamily, office, retail, and hospitality.

Venable is unique among firms working in the CMBS industry, in that a cohesive group of its experienced attorneys who work across multiple legal disciplines—real estate, tax, securities compliance, bankruptcy, and litigation—focus the majority of their time assisting special servicers and CMBS Investors. As a result, we have an especially comprehensive understanding of the securities, tax, and fiduciary obligations inherent in any CMBS workout. Because of the length and breadth of our experience there is virtually nothing we have not encountered before.

Venable’s litigation work on behalf of CMBS special services and investors has been groundbreaking. In many cases the decisions secured by Venable have established the controlling legal authority in the field. Venable argued the first CMBS case before the United States Supreme Court, developed controlling authority on investor standing and intercreditor rights, and has pursued the vast majority of the industry’s repurchase cases.

Venable has an extensive real estate group that is active in all facets of real estate transactions. From originations, asset management, and property dispositions, to the long-term representation of major financial institutions such as Fannie Mae and hotel franchises such as Marriott, we bring robust knowledge to every CMBS real estate transaction.

Our CMBS attorneys also have sophisticated tax experience, providing guidance to servicers of CMBS assets on a full range of post-issuance real estate mortgage investment conduit (REMIC) tax issues. This work includes structuring and working with pass-through investment vehicles for real estate assets, including financial asset securitization investment trusts (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.

Experience
+

  • Served as lead trust counsel in connection with all aspects of the litigation, workout, and sale of the $5.8 billion Stuyvesant Town and Peter Cooper Village loan
  • Successfully prosecuted fraud claims against a borrower group in connection with the attempted discounted payoff of a $400 million CMBS loan
  • Structured a loan modification and workout for a $2.0 billion office property loan
  • Served as lead counsel for hundreds of different loan modifications, REO sales, and note sales
  • Created one of the very first A/B modification structures in the CMBS industry
  • Successfully pursued breach claims in multiple cases while creating some of the leading decisions in the field
  • Prosecuted 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
  • Drafted the first sub-servicing agreements for one of the nation's largest mortgage sellers
  • Drafted the CREFC model form for representations and warranties
  • Advised and created training programs on CMBS litigation and workouts for industry conferences and clients

Representative Clients
+

  • CWCapital Asset Management LLC
  • C-III Asset Management LLC
  • LNR Partners
  • Fortress Investment Group
  • Starwood Capital Group
  • Island Capital Group LLC
  • Berkadia Commercial Mortgage LLC