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Reformation and Reorganization of the Tenant

January-1-2006

Lawyer Jeffrey Shore
Area Commercial Real Estate

Summary

Article originally published in LSUC's Unique Issues In Amalgamation Reformation and Transfers

Excerpt from "Reformation and Reorganization of the Tenant":

Introduction

Complex tax and securities driven reorganizations and restructurings are routinely being interposed on existing landlord and tenant relationships. Often, landlords find that their “standard” corporate tenants are being supplanted by REITs, income funds, limited partnerships and other multi-layered business structures.

This paper seeks to addresses two distinct issues related to the reformation and reorganization of tenants in today’s leasing environment. The first issue is whether a tenant’s amalgamation can violate a covenant not to assign the lease without the landlord’s consent. The second issue is the threshold question, “who is the tenant?” when faced with these non-corporate tenants and multi-layered structures.

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