So good evening, everyone. I am Professor Susan Heyman, and I want to thank you for participating in tonight's Open Door Lecture Series. I know this remote platform is less than ideal, but I'm happy that so many of you have been able to join us from near and far for tonight's presentation on how to become a sought after dealmaker. The law school is committed to its business law programs, and this series is part of a larger effort to both support our students, considering careers in corporate law, and to continue engaging with alum already practicing in that area. The law school is very fortunate to have with us tonight our very own Michael Vakola, who joins us from Prakashanti companies. He was one of the very first students to graduate from Roger Williams School of Law, and he's been taking a leading role in supporting the school and its students ever since. Michael's currently the Corporate Vice President and Associate General Counsel of Prakashanti companies, where he's worked for almost 20 years, I believe Michael, that you are celebrating your 20th anniversary this summer, so congratulations on that milestone, that's terrific. So for those of you who aren't familiar with Prakashanti companies, I'll just give you a little bit of background. It's a private investment firm with over $2 billion of assets under its management, and they specialize in the acquisition, ownership, and operation of real estate throughout the United States. A little over a year ago, Prakashanti companies was ranked by hotel business as America's sixth largest privately held hotel owner and developers. Michael was involved in Prakashanti's vast expansion. In 2001, when he first joined the firm, they held only 13 hotels. And today, the firm not only holds 60 properties from coast to coast, but they also are involved in other business lines, including direct lending, non-hospitality real estate development, fueling convenience store operations, and more. During this growth, Michael has helped establish the firm's legal corporate risk management and licensed and permitting processing departments. So he brings with him tonight, vast experience in all aspects of transactional lawyering through his involvement in countless corporate deals. Michael, thank you again for taking the time tonight to present to us and for presenting to us so many times in the past. I'm not sure exactly how many, but Michael is very generous with his time with the law school and in giving support to our students and we're really grateful for all that you have done for us. After Michael presents to us, we're going to use the group chat feature. So anyone who's on this Zoom call is able to ask questions and I'll do my best to moderate the discussion. But before Michael starts, I just want to introduce Dean Bowman very briefly who'd like to say a few words about tonight's program. For those of you who have not yet had an opportunity to meet Dean Bowman, I just want to take a few minutes to give you a little bit of background about him. He joined our law school this summer to be our dean in the midst of what was a very tumultuous time during the pandemic. He joined us sight unseen. He hadn't been to campus and he was had a lot of trust in the law school before he joined. And he came to us with an extensive background as the Dean, the Associate Dean of Academic Affairs and professor at West Virginia. And since the short time he's been in the law school, he's already proven himself to be a strong, determined and confident leader. So I look forward to where he continues, how he continues to grow and improve this incredible law school. So without further ado, I'll hand over the virtual podium to Dean Bowman. Thank you. Thank you, Professor Heyman. Good evening, everyone. And thanks for being here on a rather dreary Thursday night. This is the kind of programming that I really enjoy and I really think is valuable. We learn a lot in the classrooms as students and also as professors teaching. But what happens sometimes outside the classroom is as more important in terms of giving us perspective and the knowledge and insight. And I think it's particularly important to bear in mind that this is legal education, which means it's a professional degree. We're not just learning as students about an advanced area of knowledge, but we're also learning how to be practical in applying that. And there are so many different ways that you can be successful as a lawyer. And transactional work is certainly one of them. And Mr. McColl has had a really storied career and an area that students don't always think about. And so I think that's incredibly important to have these kinds of conversations and to bring in these kinds of supporters. And just think of it. Just an eye blank ago, he was a student and I was a student and here he is as an experienced leader in his field. So thank you very much for being here, Michael. We really appreciate the opportunity to hear from you and I really appreciate the continuation of this series, Professor Heyman's been very involved in these and it's a really valuable part of what we do at Roger Williams University. And by the way, that lead buffet that I took coming here without having seen campus and Susan and I have yet to meet in person, I knew I'd be right, but what I didn't know is how right I would be. This is a really special school with really special students and really special programs and alums. So thank you very much. And Michael, the virtual podium is now yours if you're ready. I am ready. Thank you so much Dean and thank you, Professor Heyman and it is a pleasure to be here. I'm appearing from Unpoint Presentation Studios in East Providence, which is a company that my son owns and operates. So this is about as remote as it could possibly be. We're trying to do something a little more sophisticated than a typical Zoom presentation and hopefully we can pull it off. So thank you for that wonderful introduction and let's get going. But before we do, just a couple of points. What we're gonna talk about tonight are very sophisticated things and we have an hour to do it. So it's gonna be fast, it's gonna be furious. Don't try and take notes, don't try and get ahead of things. Just gonna glance over a lot of stuff because the purpose of this is to give students exposure to all of the complicated things that practicing attorneys actually do day in and day out and to give attorneys who are just starting an opportunity to see what it takes to truly be a sought after deal maker. So let's go from here. Oh, by the way, a couple of other things. If I refer to everybody as guys, I mean guys and girls, don't hold me to that. Every once in a while, I may say something that's a little salty that kind of just comes out, apologize up front for that. So let's get going. Transactional lawyers bring value to the table for all parties involved by driving the processes and coordinating the information and documentation. It's important that there'd be one head to the snake. However, as any transactional attorney will tell you, if you're locked up on a Friday night of a long weekend, the last person you wanna call to get you out of jail is a transactional lawyer because frankly, we don't know how to do it. True transactional lawyers specialize in relatively complex deals, which typically have a large number of moving parts. They bring value to their clients and in turn become indispensable on future deals by providing sound advice, high levels of proficiency and a good amount of common sense. Can everyone see everything that needs to be seen here? I'll take that as a yes. By the way, you don't need to be associated with the large international firms to be recognized as a true go-to transactional lawyer. Lots of good lawyers with huge firms which have staffs that with a number of specialized layers of experts make mistakes that cost their clients plenty. So being with a big firm doesn't protect you from errors. You have to pay attention, you have to drive the process. Being with a big firm can certainly be helpful but being the center point of your client's deal, working with opposing counsel and outside experts and a number of fields that we'll cover tonight and with the lenders and investors is what makes a popular go-to attorney. But being aware that this is more than just documents, that's the trait of a successful and well-recognized transactional lawyer. One must concentrate, excuse me, if one concentrates on form only as opposed to function, mistakes do happen. Let's look at one huge error that a team of top well qualified, probably very expensive transactional lawyers who did not focus on their client's needs allowed to happen. And this is IBM versus Microsoft. Now, I don't know how old or what the demographic profile is of the people watching today but back in the olden days, when I was in college and when I was in high school, there was no Microsoft, there was no programs to buy, there were no monitors on the computers that existed. You literally had to type in the program that you wanted the computer to work on. There wasn't anything to buy at Staples. So young Mr. Gates had a dream of a laptop and a tabletop desktop computer in every house. But doing it the old way with no monitors and no software, it would never happen that way. It would never unfold to that extent. So he came up with and actually didn't come up and he bought it, but be that as it may, he devised and packaged what's called a disk operating system, DOS, which is a common language that third party software developers could write for as long as the computer used it. So he got this DOS that he bought 95% finish from a friend of his for $50,000, mind you, which was a ton of money back then, went over to IBM and said to them, look, I have this piece of software that if you made your computers compatible with it, we could get third party people from the outside of our universe to write programs that will do things that people want and it will result in you selling a lot more computers, not just to businesses, but to homes. And they said to themselves, perfect, because business computers were very, very complicated and selling to the consumer market was something that IBM wanted to do. So young Bill Gates cut a deal with IBM. The deal was that IBM would exclusively use his program, DOS, to attract third party people in order for IBM to make and sell desktop home computers. They signed a deal to exclusively buy his program. What the IBM attorneys failed to grasp is that they never got an exclusive that he would only sell it to them. So the second he cut that deal, he left their office, went to Dell, went to Hyperion, which are all computer companies that don't exist anymore. Gateway, all of that stuff, instead of them, listen. IBM bought this DOS program that I gave. All their computers are gonna run on it. They have to buy it from me, they can't make it without it. So now you guys can do the same thing. So what happened? IBM wanted to get the home computer business and they effectively gave it away to every competitor who was out there. Who won 23 year old Bill Gates? Who lost 110 year old IBM? Because they had the better attorneys. They had the more expensive attorneys, but they clearly didn't have the better attorneys. That's what this is all about. So what we're gonna do is run through a real deal points of a fictitious hotel transaction based on a fact sheet that has already been distributed. But since we're doing this remotely, I'll run through the facts very quickly so that we can all get familiar with it.  A client of yours, we'll call her Jane because that's a name I gave her. From whom you did some real estate acquisitions and closings in the past, called to ask you to meet with her and her two potential partners, Gary and Diane. Gary, Diane and Jane want to discuss their interest in jointly acquiring, owning and managing a hotel in nearby Massachusetts, which was brought to Jane's attention by a brokerage company. Jane is a current client with whom you've, excuse me, with whom you've provided professional legal services in the past. These are key points. She has solid financial background, meaning that she has a boatload of money and understands how the basics of real estate investment works. Jane has modest borrowing ability that's only sufficient to meet her needs to date. Gary on the other hand has rock solid credit, no material real estate expertise other than a duplex that he owns in his own house. He has no large sums of cash. Diane is a person of modest means, marginal credit, very little cash, but what she brings to the table is a depth of experience in the management of hotels. So the hotel in question is currently a holiday in and it's managed by ABC hospitality. Five stories, 200 rooms, full restaurant and bar, room service, a swimming pool and a fitness center. 12,000 feet of function space and 150 car parking. The hotel itself is 15 years old and sits on leased land. Yes, I couldn't make this any more complicated for you. The groundless aura is the estate of a recently deceased woman. The ground lease was originally for 60 years and has 45 years remaining, $100,000 net rent per year. So the strategy is the partners wanna purchase this holiday in or rebrand it as a Marriott hotel and they're gonna pay $10 million to acquire this property. On the appointed day, Gary, Jane and Diane come to see you. They ask that you work with them to develop the strategy to acquire and operate this hotel in Massachusetts. What is the first thing you say to them? And since I can't see anybody, I don't know if anybody's raising their hand and feel free to interrupt me by the way if you have any questions at any time. So what's the first thing you say to them? Get separate counsel. At that point, Gary, Diane and Jane should have individual attorneys representing them as we assemble this entity. What's the second thing you say to them? You gotta do a conflict check. Make sure I didn't sue Gary at some point or Gary or Diane didn't sue me at some point. Make sure everybody has a clean plate. Everybody has separate counsel to represent them as you negotiate the entity that they will form jointly and then you represent that entity. So each partner should get separate counsel until the buying entity is formed. Then you can represent the buying entity. Various forms of ownership, C-Corps, S-Corps, limited partnerships, general partnerships, limited liability companies, all dependent on the exact composition of the people in question, what their goals are. Every one of these things have benefits and drawbacks. It really depends on how this deal is gonna be structured now and going forward. What happens if a partner or a member should die? What happens relative to the capital accounts and the contributions to form this entity? Who's gonna run this deal? Is it a general manager? Is it a managing general partner? Is it the members? Is it a board of directors? Are there offices? Again, all depending on the form of ownership and the form of entity that you create. So you wanna buy a hotel. You have a deal, you know the property. You wanna enter into a letter of intent. Why? The purpose of a letter of intent is to test the waters before you enter into a full purchase and sale agreement. It basically puts the key terms and conditions and the party's understandings and a relatively brief writing so that everybody knows what's happening. And you use that as the basis for the ultimate purchase and sale agreement. Sometimes it helps the buyers when they go to get financing. They can get a signed LOI, bring it to their lender and the lender will give them a preliminary term sheet or basically how much money they can lend and under what circumstances they can lend, what the rate is and all this other stuff. But it also stops the buyer from negotiating with a, stops a seller rather, from negotiating with other parties and it stops the broker from continuing to market the property. What you wanna do is tie it up. Once you tie it up with an LOI, then you can go on to a purchase and sale agreement. So what are the contents of a letter of intent? Price of course, terms, if you need financing, the types of inspections that you wanna do before you're obligated to close, a review of the documents and agreements that are in place that would survive the closing, samples of documents that would survive the closing, long-term agreements for phone services, for example, or if they booked a wedding 18 months after the projected closing date, you're gonna inherit that wedding booking and you wanna make sure you understand that it's a profitable thing to do. You wanna identify what your due diligence period is and typically for us, it's 30 to 45 days due diligence and then 30 days to close thereafter. And you wanna list the things you wanna investigate whether it be environmental, contract review, building inspections, things like that. You also wanna disclose if there is a franchise brand contingency which there is in this case because if you remember, Jane, Gary, and Diane are changing from a holiday end to a Marriott. And you wanna confidentiality clause. You don't want them showing this document to everybody in their brother. You want it to be confidential and usually so does the seller because he's gonna worry about his employees or her employees. So then you go into a picture and say, oh, by the way, the marketing department of my company helped me put this together and he told me he put some Easter eggs in here for me. There's one of them. He put me on the screen in the lobby. Anyway, Purchase Sale Agreement will spell out the specific timeframes, contingencies and provisions of each of those things. It will disclose who the buyer is and if there's an assignment clause. For example, that may sound like a silly thing, but when we put a property under agreement even in the form of a Binding Purchase and Sale Agreement it will read the Prakashanti company's ink or their assigns. And that gives us the opportunity to subsequently form a special purpose entity or an SPE based on one of those entity formations we talked about earlier to acquire the property. How was the purchase price paid? Typically it's a deposit and some more money almost always from a lender. Maybe the seller will hold some, hold a mortgage that you give them.  When you go to the bank to buy a house you give the bank a mortgage. You don't take them, the bank takes the mortgage and people sometimes get that confused. The deposit, how much, who holds it? What happens in the event that there's material adverse changes from the date that you signed the P&S agreement to before you close? For example, if the hotel should suffer from a fire or if there should be an earthquake or if there should be a pandemic, any pending litigation. This property has a pool remember, pools and litigation usually go hand in hand. So they have to disclose whatever pending litigation there may be typically slip and falls and things like that. The seller also has to represent whether or not he got a notice of any takings or eminent domain by a municipality. Sometimes temporary taking, sometimes permanent. If the seller doesn't disclose any takings to which he has received notice that's gonna be a problem in the future. So the buyer needs to understand the deal is extensive and it has reps and warranties that can provide the buyer protection from certain issues that will arise later and which can trigger a retrade before the closing or a lawsuit after the closing. A retrade is, well, you know, I'm going through all these documents to delegate me and is one that's gonna cost me more money to do than not do. So I'll do it, I'll honor the agreement but you're gonna give me some consideration on the purchase price. Doesn't always work, it's a fight worth fighting. If the reps and warranties are found to be untrue as determined during the due diligence period the buyer has the option to terminate or retrade as I had mentioned. My microphone is making me crazy here. Post closing, the buyer may have indemnifications and breach of contract claims that he can go back on the seller with. So claims pending, make sure the building is covered with insurance and what happens if there's a loss, who takes the risk more often than not is something called equitable title that says that the buyer can before the closing give the seller $10 million less the value of any insurance proceeds that the buyer wants to negotiate with the insurance company for if there should be a fire or some physical damage. How the hotel is gonna operate before the closing? Typically that would read in the normal course of business. You don't wanna find out at the seller book the wedding for his daughter two years later for 500 people for $10. You don't wanna find that out. And of course you wanna know about the employees how many you have, how long they've been there, if it's unionized and if it is unionized you wanna review the collective bargaining agreement with the CBA and make sure that it's terms that you can live with when it's gonna expire when the notification date is for renegotiating. Guest properties and hotel's possession at the closing. Most if not all of you have checked into a hotel at one point in your lives. In the back of the guest room door to the lobby is always a plaque, plaque tells you how to get out of the room and out of the hotel in the event of a fire, tells you where the vending machine in the ice machine is and it has a little disclosure of innkeeper's liability. It's one of the oldest laws ever. If you ever read the statute from state to state you'd think it was written in colonial times and many times it was, innkeepers. For example, Mrs. Jones comes she has a million dollar diamond necklace.  But if you give it to the hotel and they put it in a safe and they give you a receipt then you can claim it in the event that it should not be there if it should disappear. It also gets into how you allocate and proration the revenues and prorate rather the revenues and expenses at the day of the closing. We typically do it as a midnight and you have to allocate guests that checked in the day before and gonna check out two days later how you allocate their rate that they're paying and who pays what are the closing costs? You know what closing costs? That's like a mystery to most people. Closing costs should not be a mystery. Typically from the buyer's perspective it's points on the mortgage, should there be any? It's the cost of paying the attorneys for the lender when you negotiate the loan terms and whatnot. It's allocation of the real estate taxes that are paid or not paid, things of that nature. It's basically just a reallocation of non-revenue items. You have to get into the inventory and the personal property, how many computers? Remember this has 12,000 or 15,000 feet of function space. So there are all kinds of pieces of equipment that go into servicing that that you wanna make sure you get when you buy the property.  You wanna disclose what law, what is the determination of the governing law and the choice of law and whether or not you can center the jurisdiction. Typically you can center the jurisdiction of where the property is located. Doesn't have to be, but that's typical. And you always wanna wave a jury trial. Why? I'll tell you why. My third day 20 years ago when I started with this company, the CEO and I who I graduated high school with by the way drove up to East Hartford to see a property that had just finished renovation. As we pulled in in the driveway, the building was surrounded by the police, not a good sign. We walked in dumbfounded and unfortunately there had been a tragedy. There was a drowning in the pool by a child. And that's why all of the police were there interviewing everybody. Comes time we get served naturally by the family and the family was convinced that they were suing Sheridan in this case. And I explained to them at, because this was in Connecticut, I explained to them that at the mandatory mediation that you're not suing Sheridan, you're suing Joe Schmo who has a license with Sheridan. We're just a relatively small company. We're not a huge milking national conglomerate like Sheridan is. So you gotta make sure that you understand that. And that gets lost on a jury sometimes. Sometimes they'll think Sheridan's responsible and that'll be that. So if you go to a bench trial, you'll be dealing with the judge and they're typically sharper, not always, but typically. Counterpots, how many of these versions of these documents make up the original? The headings, severability, if one provision should be found to be unenforceable, the rest of it has to remain with integrity. Integration of various provisions, successor and assigned issues. The escrow agreement, who selects the escrow agent? Typically the guy who puts the money up, which would be the buyer would select the escrow agent, but the seller has to agree. Why does the seller have to agree? Because if there's a contest between the buyer and the seller and the buyer doesn't close or the seller doesn't come with the deed, who gets the money in the escrow? If the escrow agent can't determine independently by the contract and both parties don't agree as to who should get it, the escrow attorney will put that money into the court and let the courts decide. Oftentimes as title companies, sometimes it's the buyers or the seller's attorney, typically as a third party. In the method of providing notice and the addresses for that, that sounds like a real basic thing, it's not. It's as important as everything else. You'll be able to tell how old a document is from word processing based on what kind of notice provisions they have. If they say you have to send it by overnight delivery by FedEx or DHL, they may use a company that's not even in business anymore because it's just a word process document. They may say use it by facsimile machine. I'm not sure how many people in the audience here even know what a facsimile machine is, but people still use them, believe it or not. And almost never is it by electronic transmission via email. Gonna make sure you got the right addresses too, by the way. Let's see, I screwed up here. Here we go. Oh, who pays the broker? It's almost always the seller. But if there's some kind of negotiation between the buyer and the seller, if there's some ambiguity or if there's some reason or another, it may be a shared cost to some degree. And of course you wanna have a contingency for financing because you're talking about 10 million bucks here. So you wanna make sure that you understand the terms, the amount, the time that you disclose it to the seller in the P&S agreement. You want to discuss the franchise agreement because remember you're changing it from a holiday into a marryout. And of course the hotel management agreement needs lender approval. And we'll get into that in a minute. And naturally zoning. And I don't mean whether or not you can operate a hotel in that piece of land. I mean whether or not the setbacks are right, whether or not the height is correct, you'd be shocked how many transactions I've been involved in that property was too close to the sideline in violation of zoning. Property was higher than the zoning allowed. Crazy things happen out there. Remember this is on a ground lease. So you wanna have the option of reviewing the ground lease see if there's a purchase option. And by the way, this had 60 years originally and only has 45 years left. Not a lot of lenders are gonna wanna give you a 20 or 30 year term on a mortgage if you only got 45 years left. So you wanna be able to negotiate longer terms. The shortest term we've ever done was 75 years. We typically like 99 because everybody seems to understand what 99 means and not a hundred, which is canned amount to a sale. But the reason we want a longer term is twofold. A, you wanna make sure you can get a mortgage, you wanna make sure you can get a loan for it. And B, you wanna be able to stabilize the property after you do the conversion, raise the revenue or refinance it and have enough term left to make that lender or a different lender comfortable. Environmental site assessments, ESA. You have to do an environmental investigation hire an independent environmental engineer to make sure that there's nothing funky going on in the soil. And there's basically, I believe three kinds of ESAs. There's a phase one, which is the one you want, which is basically a review of the records that exist in the public domain. Make sure that there was no gas station or dry cleaner on the property at one time or down gradient or upgrading, I should say, from the property, make sure there wasn't a oil leak or a gas spill up the hill that could have leaked and leached into your soil. Make sure there's no record of anything like that. If there is, you go to a phase two. Phase two is monitoring wells. Dig a hole, stick a well in there, you test the soil and you test the groundwater for any contaminants. If there are contaminants, but it's under the allowable level, you're good to go. If it's over the allowable level, you have other issues. And those issues are how long those monitoring wells are gonna be there. If there's any public water being drunk from the groundwater, which in hotel areas, which is typically urban, nobody drinks the groundwater. So you can get around things like that, but it's good to know. You gotta get a survey and you gotta get a reliance letter for your lender on each of these things. Remember, your lender has his arm around your shoulders and he wants to give you the 10 million bucks to buy this place.  What happens if me as the lender has to step in your shoes because you weren't paying the mortgage or you got into trouble or whatever the case is and the lender takes possession of the property, they wanna be able to rely on these things. So each of these individual experts, when they give you a report, you've gotta get a lender reliance letter in favor of the lender that you've selected. And of course, the lender has to approve the form of that letter. Make sure the title is clean, marketable and insurable. Make sure that you have confirmation of utilities, volume, pressure and capacity. Now I was doing a multifamily development in Smithfield, brand new construction. There was nothing there to test except the fire hydrant. So we had to do a flow test on the fire hydrant to make sure that the water line that passed by the front of that site had enough pressure, volume and capacity in the case of water to service the 250 units I wanted to put there. You also have to adjust the liquor license because remember, you have a bar, you have a pool, you have a restaurant and you have function space. You're going to serve booze. So you'll wanna get a liquor license transfer provision in the PNS agreement. However, liquor license transfers can be time consuming. They can be very difficult based on the municipality in question. So you're not gonna be able to necessarily get a liquor license transfer or okayed the day of the closing. The seller doesn't want you to do it before the closing in case you don't show up and now you have the liquor license. And what happens if you do it after the closing? You wanna be able to serve booze the day that you take possession. So you and the seller will execute a, excuse me, a beverage service agreement, a BSA. And basically what that says is buyer can use the seller's liquor license.  In this case, the BSA says, yes, buyer, you can use the liquor license. You have to indemnify the seller who actually has the license in his name or her name at that point. And you're gonna need an estoppel from the groundless sore. Estoppel certificates basically are disclosure certificates that are signed by in this case, the groundless sore that says the tenant, the hotel owner, the seller is not in default, that the attached exhibit A which is the ground lease is the complete document and it hasn't been modified. There's no amendments that are missing. The landlord's not in default. Basically everything you need to know about a particular document and it isn't an estoppel certificate. It's important to realize that these are very, very important documents and they're just a subset of the P&S agreement. The seller's signatory authorization to sell. You know, we would think that would be relatively easy but if the seller has some convoluted entity and you're gonna make sure that the person who's signing these documents is empowered by the articles of incorporation or the operating agreement or whatever backs up the seller's entity that that person can bind that entity to sell that property. Due diligence and study period, how the deposit is treated and other things to look for provisions on restricting the sales or the lease of the transfer, any other encumbrances, anti-assignment language which is very, very rare but it comes up and you can't ignore it because you don't wanna get bitten in the behind by that. So you gotta review the title, you gotta review the survey. Most banks want an altar class one. Alta stands for American Land Title Association and that association has created standards that lenders and owners want and you can choose from those standards based on what the lender wants. Again, the ESA and the PCA, PCA property condition analysis. You hire a company. This is during the due diligence purpose. You hire a company to evaluate the physical building itself, the building envelope, make sure there's no water infiltration, the windows, make sure the seals aren't broken, how old the roof is, how old the HPA system is, how old all the major components and what the remaining lifespan is for all the major components of that property. You don't wanna find out the day after the closing that the air conditioning doesn't work for a hundred of your 200 rooms. ADA compliance, American with Disabilities Act. All hotels are public accommodation facilities. So they have to comport with the ADA meaning all of the common area, including the pool area and a certain number of rooms have to be ADA compliant which is basically wheelchair compliant. If they're not and you're not prepared for it, you will be found out and it will cost you zillions of dollars. For example, and this happened more times than you can shake a stick at, handicap person wheelchair bound typically, but not always checks into a hotel, gets escorted to their handicap accessible room and it's proven not to be handicap accessible because the light switch is two inches too high because they can't put their wheelchair completely underneath the counter in the bathroom to brush their teeth because there's a grip rail missing and they can't wheel their wheelchair into the shower, wheelchair accessible shower. The curtain rods are too high to reach if you're sitting in a wheelchair. The doors are too narrow. Those are very expensive items to fix. And there's a cottage industry for ADA compliance in the legal field. People would go in, determine that a room that's purported to be ADA compliant isn't higher on attorney. The ADA statute says that the property in question that's in violation not only has to fix it, not only has to make their property compliant, but they also have to pay the attorney for the complainer, cottage industry. UCC search, you want to make sure that everything that you're buying from this seller actually belongs to the seller. And if there's any UCCs that are expired or not applicable or are active and not disclosed, and of course you want to review that ground lease every time you have the free minute. Now you need some money. By the way, that picture was taken from a scene in Narcos, Pablo's movie. You need loan documents, you need indemnifications to make sure that everyone is protected. You got to define the collateral, which is not just the real estate. It's also the franchise agreement and the license agreement. You need a comfort letter, which sounds very nice, but a comfort letter gives the bank the comfort that should you go sideways, because remember, they are friends until you go sideways.  So they want to make sure that the franchise, whether it be Holiday Inn or Marriott will allow the bank to take possession and operate that property without jumping through any franchise approval hurdles. They want to be able to not miss a day and you're going to need the estoppel again from the brand and from the groundless ore. So what else do you need? Licenses and permits up the yin yang. You have no idea how many licenses and permits of operating hotel has, like a license, food service license, business permits, retail sales permits, pool and fitness permits. All of these things get expected every year by whatever municipality that we operate in. Elevator inspections and permits. Every boiler has a permit and it expires every year. You're gonna make sure all of that's taken care of. And elevators is another thing. That's where I learned the term vertical transportation. Elevators have to be ADA compliant. Buttons can't be too high that you can't reach in a wheelchair. No matter what button you want to push. Elevator has to be wide enough to accommodate a wheelchair. The doors have to open up that way. They have to be, let me see. I just did one elevator in downtown Providence that needed what's called a sheave replacement. One elevator on a 32-story building, $35,000. Took them four days. I have three of those elevators. The other two need replacements. This is gonna be a problem, but we'll figure it out. Vertical transportation is very, very important because if you have a multi-story property and the elevators don't work or worse work and make noise, that's not good for you. Every boiler has a permit. Courtesy vans. Do you own them? Do you lease them? Are they part of the deal? Do they meet the brand standard like this one does with all the wrapping on it? Are they inspected? Are they properly registered? Who owns it? Can you get a lease transferred if it's a lease? Do you even want it as the buyer? And then of course you have the franchise agreements. Now remember, we're going from a holiday end to a Marriott. So you wanna look at the holiday end franchise agreement. You wanna look at the termination language. You wanna understand what the liquidated damages are. You wanna negotiate what those liquidated damages are. You wanna negotiate the de-branding and de-identification. Very peculiar things. But the day that you lose the holiday end franchise agreement, the day you turn off the switch, is the day that anything that has holiday end written on it has to be off that property. Now in the olden days, holiday end used to brand every guest room number up and down every lobby of every floor of every hotel they had a franchise agreement on. You know, that gets laborious. We don't do that anymore. But when you turn off the switch, your property is now out of the reservation system.  You don't get any availability of renting any guest rooms through holiday and after they turn off the switch. But you wanna go to a Marriott. So you wanna have to have franchise agreement with Marriott or a license agreement in their case. You wanna negotiate the term, which is usually 20 years.  They wanna make sure the signage is right. They wanna make sure the menus are right. They wanna make sure the computer systems are right. The lobby rug, everything they have to approve. You wanna negotiate your protection area to make sure that Marriott doesn't allow another Marriott right next door to you. And it's happened because Marriott will give you protection either on a radius basis or on a trade market area basis for a full service Marriott if that's what you have. But they can put a residence in by Marriott right next door and it's not part of your protection. What they will do is send you a letter saying that we've sent out a franchise agreement for Marriott, excuse me, for a residence in by Marriott next door to your property. We're inclined to grant it naturally. Cause remember they get 5% of every dollar that you generate as a Marriott hotel, 5% of every guest room rate of every meal they serve, of every glass of booze they give out, 5%. So the more hotels they have, the happier Marriott's gonna be. They give you an opportunity to object even if it's not within the protection language that you've negotiated. The problem is Marriott almost always listens to you, rolls their eyes and lets it happen anyway. All these franchisors do that. So you're gonna be very, very careful and very, very astute when you're negotiating the protection agreements. And of course the brand standards, what the lobby, the card is, the food and beverage, the guest rooms, everything that a guest would see at a Marriott in city A has to be comparable and expected at the Marriott that you're gonna run, whether regardless of where it is. The management agreement. Someone's gonna manage this hotel. In this case, it's gonna be Diane. So the Marriott has to approve the manager and the management entity that maybe Diane might form. It has to be accredited by Marriott. And by the way, your friend, the lender, he's gonna sign off on that too, or she. Marriott's gonna give you what's called a PIP or a Property Improvement Plan. It's gonna be a multi-page document that says you're gonna do this, this, this, this and this. And you're gonna get that priced out and it's typically hundreds of thousands of dollars to make this old holiday and become a new Marriott property. You can negotiate some of it. You can say, I'll do the carpet in two years. I'll do the hard, the case goods this year. I'll do the soft goods in 18 months. You can negotiate it. But until it's all said and done, until you have signed it and negotiated it and did the things that you had to do, at that point, Marriott will turn on the switch. Now you're in the Marriott reservation system. Now you go on to marriott.com and you say, I wanna stay in that town in Massachusetts, but your hotel will come up and you can click right on it. They will approve all your websites, which have to be ADA compliant, by the way. How does that happen? Long story. Probably not for tonight. Key takeaways. You gotta think about the process because it's all about the process. You're gonna train yourself to make a list of the items you're gonna pay attention to in chronological order. That becomes your Bible for all future deals. Almost no matter what it is, whether it's an office building or whether it's a hotel or whether it's a retail or a mall situation.  It doesn't have to be the team of people that you work with. It can be the environmental engineer. It can be the surveyor. It can be the building engineer. Be anybody that you have to create this team of people who will provide you guidance for your clients so they know the key thing to learn, which is what size galoshes do I wear? I gotta know how deep that puddle is. That's the purpose of all this disclosure. That's the purpose of all of this due diligence is to make sure that you have the right size galoshes for the puddle that you're gonna walk into. You gotta monitor these activities.  They're gonna say, I'm gonna give you 30 days to do a survey. If on the 28th day you don't have the survey yet, you haven't had a chance to review it for whatever reasons, you're gonna get in touch with the seller's attorney and tell them two things. A, I need an extension, at least on the survey. And B, if you don't give me this extension, consider this notice to be a notice of termination. No seller wants to hear that. So they typically will give you the extension. I know it's gonna be difficult, but you gotta be organized and you've got to stay organized because that's the only, and remember, you're not gonna be doing just one transaction. You're gonna have this hotel, that office building, this hospital, that piece of floor land, you have a million things going on as you get better. The purpose of this is to make sure that your client has to do only thinking and not any doing. They're looking for someone to take this ball and run with it and just tell them when they're closing this. They want a team member and that's what you've gotta be because if you're a team member, if you do all the right things and you deliver to your client exactly what they hope to get in the most protected way possible, they're gonna hire you again. And in the meantime, you've met the seller's attorneys and they will respect you and they will use your name as they talk to their colleagues. Oh yeah, I'm doing a deal with Michael McCuller and I did a deal with him last year. The guy really paid attention or if you don't pay attention, oh, I'm doing a deal with Michael McCuller. Yeah, I did a deal with him last year. He completely screwed it up. That's what you don't wanna hear. And don't forget the buyer's lender has teams of attorneys that you're gonna pay for as the buyer and you wanna have a good relationship with them because typically bigger banks in the same trade market area use the same law firm. So if you have a good relationship with them then sometimes it's difficult to do that but if you have a good relationship with them they'll respect you the next time around. And most importantly, when in doubt, ask. You guys all went to law school. You have friends and comrades that are in similar businesses. If you get hung up on something, reach out, that's the beauty of the Alumni Association. If you stay in touch with the Alumni Association you'll stay in touch with the people that you graduated with, that graduated before you and that graduated after you. And now you have a network of people that you can reach out to and who will reach out to you when they get stumbled or they get baffled about a particular item or two. That's the important thing about the Alumni Association. That's why you've gotta stay in touch because they become a tool. You don't wanna be autonomous in this world. They become a tool for you and you become a tool for them. And that ladies and gentlemen concludes what I've got to say. I wanna hear questions. I'm not so good that there's not gonna be any questions. Just fire things at me. I don't know how to do this, but I'll listen. Anyway. You are. I'm sorry, can I ask a question? Absolutely you may, there you are. Hi, where do attorneys face into this? When do you get paid? When do attorneys get paid? If they get paid. In this process, yeah. Well, it depends on how you structure the deal with your client. You can either build them monthly based on the hours that you've consumed plus whatever expenses you've come into. In my case, I'm an in-house counsel. I get paid every week whether we do a transaction or not, which sounds wonderful, but not always.  Okay, thank you. You're welcome. Next. Hi. Hey Pete, I gotta go online for a minute. Okay. Go ahead. Any other questions? Certainly there are other questions. Your name's Cola. Yes. How is it that you transitioned into being a corporate counsel from hanging a shingle out there, working in a firm? Well, you know, it's interesting. In my particular case, I never really wanted to be a lawyer. My sister, as many of you know, is a judge or a retired judge now. I have many other relatives with my last name that are lawyers out there hanging a shingle. I just never wanted to be a lawyer. But I had the opportunity to go to Roger Williams through a mutual friend who was instrumental in starting that school. And he kind of made a bet with me that I lost. So I ended up going and I went nights. I think it was four nights a week and half day Saturday for four years. I found it to be very therapeutic because the business I was in at the time, which was real estate brokerage, you could start off your day wanting to go to the right and you ended up going to the left.  I found that to be therapeutic. But I had an opportunity to join Prakashanti and to be in this role. And I took it and it worked out very well. But thank you for asking. Next. Michael, I have a question on getting... Yeah, I'm sorry, building a reputation. If you're going to be a deal maker, there's got to be more ways to do that and to get your name and also to allow other attorneys to get to know you. So working in that community, how do you get into that community and expose yourself to that community? Well, I mean, at some point, it's going to be a baptism by fire. You have to start somewhere. So many people who want to be in the transactional thing, typically either work for lenders, work for real estate companies like I do, or work for other types of companies that are in the corporate law area that have in-house counsel. And as you work through it and as you deal with other companies and their counsel, that's where your exposure comes from. That's where your network comes from. And if you're good, that's where your reputation comes from. And you just build on it, like any other thing. Michael, can I throw in a comment here for the benefit of the students? Absolutely, Dean. This was fascinating and it was a trip down memory lane for me. I did corporate and securities work earlier in my career and segregated to corporate compliance. I was one of the experts advising on a lot of the M&A and divestiture deals. And I spent it in big law, three different offices, two firms in Chicago and DC. But what Michael has talked about tonight, folks, is really spot on and kind of fun. I always thought that corporate practice, transactional deal-based practice was sort of like trying to solve a puzzle while you were cutting the pieces.  You didn't know how it was gonna look and everything's just all a flurry and it's really not a deal. It's hundreds of deals. So when you have the closing and you go into this conference room, you've got those accordion file folders and it's just contract after contract after contract after contract after contract. And it's so complex and it needs, you need, it's a really creative way to practice law. It's a really creative way to make something out of nothing and figure out how to get from A to Z and do it in the way that's most cost effective for your clients and protects them. And there's always more than one way to do it, more than one right way to do it and more than one wrong way to do it, wrong ways to do it. I'll also say that, what I came to appreciate very quickly when I was a junior associate and doing all the due diligence and contract drafting very early in my career was how important local counsel was. So what Mr. Ficola said about, big firms versus small firms, people make mistakes everywhere and people practice excellent law everywhere. And the success of the deals that I worked on, by and large, we succeeded or not based on the local counsel we hired. We were in Chicago, but we were hiring New Orleans local counsel and those people on the ground who know how to get things done and know the lay of the land, they're essential.  And in some ways, frankly, more fun. And I can say that because I did the other something. So that's terrific, yeah. You know, as I dealt with more and more lawyers, I realized that everybody has their own way of doing things, their own approach, their own way of getting organized. When I first started at PROC 20 years ago, one of my first things that I had to do was a note purchase. And it was a property, a hotel, a Marriott actually in Richmond, Virginia, where we were able to buy the note that the bank had, do a friendly foreclosure with the limited partners and take possession of the fee or take possession of the title of the property. I had no idea how to do this at all. And I was there alone. So down to Richmond, Virginia, I fly. And I go to this law firm that's representing the lender. And of course, they're in the biggest building in Richmond and they have the top four floors. One floor is just conference rooms. And this older partner, by older, I mean 150 maybe, 160 years old, but he was a hot ticket. He met me, took me for a tour of the whole place. He'd point out through the window, everything that was in Richmond, of which there are thousands of historical things, including class A rapids running right through the city, which is interesting. And he said, well, come on, I'll show you the stuff you're gonna review. And we walked into one of these 30,000 conference rooms that this huge firm had. And there was an enormous table stacked this high with documents to the point where you couldn't see what color the top of the table was. And I said to him, oh, someone's using this room. He says, no, this is your room. All of these documents are yours. I had four hours. So I said, oh my God, how am I gonna do this? I, how am I gonna do this? This is so far over my head, but I had to figure it out. And the key was when he said to me, I did you a favor. I organized all of these documents by type. Now they had agreements. They had amended agreements. They had the first restatement of an amended agreement. They had the second amendment to the first restated amended agreement. They had 50,000 different types of agreements that were all based off the original one, all stacked on this table. And he arranged it by type, which is exactly the opposite of how I wanted to do it. I wanted to do it by chronology. Show me the first document. Show me the second document that follows it so I know what changes were. And I wanna see how this deal evolved over time. So for the first two of the first four hours, I reorganized all of these things that this guy did me a favor with by the way he put them on the table. And my time is clicking down. There was another party looking to get at the same stuff. I wanted to, well, whatever. I had to make a decision. Jim Proccasanti calls me, what do you think? And I said, well, it's a $10 million note. It had a face value of about 35 million bucks. We could buy the note for 10, take possession of the real estate. So I had to make a $10 million decision based on 50,000 pounds of documents. And if I read 1% of them, I would have been impressed. And I said to him, look, I got a total report here that says this entity that's on the note owns the real estate. If I had to roll the dice, I'd say we should buy the note. Okay. That was his response. Okay. Just like, what do you wanna hand burger or cheese burger? Okay. So we ended up buying it and it wasn't a problem, but I'll never forget the fact that I was faced with this and as much as I liked to dot the I's and cross the T's, I was forced into a position where I had to make a gut reaction based on a transaction of which I had zero experience. So I rolled the dice. We got the property, made a pile of money with it and I was the hero. If it turned out the other way, we probably wouldn't be having this conversation tonight. So that's a lesson to learn. What else is out there? Hi, Michael, we had a question in the chat from Elizabeth Gravel asking, how long does the entire process take from when Jane and company come to you to the Marriott opening? It's as long as a piece of string. That's how long it takes. As long as a piece of string, it really depends on the parties. It depends on how anxious the seller is to sell, how anxious the buyer is to buy, but in a general way, I would say it typically takes 90 days to go from the beginning of high, I wanna buy your hotel to the day of the closing and then the eventual conversion thereafter. Typically that much time. And it's a lot of pressure, a lot of work because you have this deal, that deal, this deal, that deal all simultaneously and they're all different. But it's fun and it's never a dull moment. I can tell you that. What else? Well, I'm not that good. No other questions, no other observations. Okay, hi, Professor. Professor, you're on mute. Yeah, I think you're muted. Thank you. There you go. So I'll just jump in, Michael. I just wanna be respectful of everyone's time. So I appreciate you staying and being willing to ask questions. I just wanna thank you for your time. This is wonderful, as Dean Bowman had suggested. I also practiced in Corporal Law for many years and everything you're saying is reminiscent of my time in big law in New York City. It was a different area than Dean Bowman, but it was a very similar type of experience. And I think your view of the deal and introducing students and alum to the world and all the details that you have to be aware of as a transactional lawyer is really key. And I don't want students to feel overwhelmed by this because it's a team. And I'm sure Michael and Dean Bowman would agree, we're a part of a team of transactional lawyers when you're putting together this deal. And so I think what makes for a really good attorney is being aware, as Michael suggested, of the entire structure and what's going on and how you fit into the big deal. And I had a similar experience, but the first deal I ever worked on at the law firm I practiced in where I was a new associate just graduated from law school, first job out of law school. And I was involved in this acquisition of a Japanese insurance company from Prudential. So Prudential was taking over a Japanese insurance company named Gibraltar. It was a huge deal. And I was totally overwhelmed, but I was part of a very large team to work on the deal. And so it was, I was thrown in and Dean either sink or swim, as Michael suggests. So I want students to recognize that they have support. I liked Michael's plug for the Alumni Association, which was great, but I felt the same support from my school and my colleagues that professors are here to support you and alum are here to support you. So hopefully you found this helpful and informative. Michael's always great. And I want to just thank you again for your time. And it seems like you're well down for a couple of minutes. If people want to stick around and ask some questions, I just want to make sure I got a chance to thank you before people started to drop off. And ordinarily at this point in the presentation, we would present Michael with what has become our tradition of giving him a framed poster. He has many of these in his collection because he has put on many of these types of events for us. Unfortunately, we're not together in person and I can't hand you. This is a piece of our appreciation, but we will be in touch with you to get that to you. And I want to thank you again for everyone. I appreciate that. Thank you. This would be number seven, actually, starting to run out of room. I couldn't hang the last two that I got because I have no more room in my office, but I appreciate that. And I always enjoy this because it's not what I do every day. It's something different than what I do every day. So it's somewhat medicinal for me. It's actually relaxing. But I'm happy to stick around. If anybody has any more questions or observations or comments, I'd be happy to entertain them. There's a couple of questions for chat. Yeah. Okay. So Daniel asks, what are some of the non-legal elements that you bring that you feel are critical to the success of the deal? Non-legal elements. You've got to be able to type because email has become so increasingly important and you got to make sure you read them before you hit send. You've got to be organized. You've got to be somewhat of a people person because as the professor had mentioned, you're not in this alone and it's not just opposing counsel. It's the team that you need to assemble around yourself, whether it be other attorneys or other experts. You want to always enjoy a good working relationship with those people that you work with as well as those people that you work for. So it's important that you be a decent human being, frankly, nobody wants to deal with somebody who's... Oh, and I want to use salty language. Let's just say not a decent human being. But yeah, those are all important things. You just have to be people like nice people, I think. What else? So Daniel asked a follow-up question, which is can you talk a little about the different legal personality deal breaker versus deal maker? Well, it's funny because Jim Prokashanti is famous for saying if I listened to every piece of advice I got from a lawyer, I never would have done any deals. And to some degree, he's right. But it really depends on if you're the attorney who's saying to your client, the buyer or the seller, you've got to be careful of X, Y, and Z. You should be cognizant of A, B, and C. Be aware of X, Y, and Z. They're going to interpret it as oh, you're telling me I shouldn't do it. No, you just want to educate your client into the possibilities of things going sideways. And if they go sideways, how you deal with it. You don't want to come across as a deal breaker. You want to come across as a deal educator. And that's what clients find very, very, very valuable to them and that's why your phone will ring again in the future. I don't know if there's something on the screen there. Anything else? I had another question for you, if I may. How do you distinguish yourself on a team of attorneys? I'm sorry, what was the question? How do you distinguish yourself in your personal career on a team of attorneys, especially coming in as a young attorney? Basically, this stays closed. This stays open. You learn, you ask questions. You come to conclusions and ask them to be verified. Say, am I on the right track if we do this, that and the other thing? What you want to do is become conversant with your team so they become conversant with you. They'll begin to treat you as an equal at some point and they'll begin to treat you as someone they can depend on to carry out certain aspects of a transaction at some point and eventually you work your way up. But it's basically exposure and it's basically listening and doing and when the time is right, when you think you have enough experience, when you think you have enough of a command or respect of a deal, that's when you can chalky yourself to a better position. But if you're good at what you do, people are going to want to work with you at the bottom line, no matter what it is.   Thank you. Did that answer your question? It did, yes, thank you. Okay. The next question. Oh, sorry. I'll just say you hear from Michael's personality that he would always say yes. When somebody says anything to do something, say yes, be flexible in your time. Change, I need to get on a plane to Iowa tonight. Okay, take it, be hungry and be careful to be thorough. Correct, that's exactly right. Yeah, no one wants to hear no anytime under any circumstances. No, it doesn't do those. I was going to say the same thing. As a junior associate, you want to work really hard to build the reputation of the firm. That was my experience. You just want to, everyone comes in kind of in a level playing field at the firm and you just want to make sure that you're always the one to say yes and to work hard and to get beat the deadlines. And as Michael says, don't be afraid to ask questions because a lot of what is being asked of you, you're just unfamiliar with. We do our best to train you in law school, to teach you what you need to know when you get out there. But a lot of the terms that senior associates or partners are going to throw out, you're not going to know those terms. So I used to write everything down. I used to always go in with the pen and paper and make sure I wrote everything down and I would then look up the terms. They didn't know before I asked you questions.   So if you don't understand the assignment, you have to ask for clarification. You're not expected to know everything but you're expected to work really hard to build the reputation. My first day of practice, the corporate office, the corporate department partner, manager partner called us into his office. He said, who are your clients? And we started to list all the firm's clients. He said, no, who are your clients? Of course, the answer is I'm your client. I'm the partner in giving you work. I'm your boss. I am your client. Nothing comes on my desk that is not perfect. It is proofread. There's no typo. There's no nothing. It can go out the door if it has to, you know? And when you do that. That's exactly right. When you do that, you get more work. I've seen people get promoted because of that. And I've seen people get fired because they didn't take that seriously. That's right. That's exactly right.  And that is a better understanding of two provisions of typical leases, actually one provision majorly of typical leases. And that is the infamous force major clause. Now, typically they're almost never used. They're victims of word processing. No one ever checks the force major clause to make sure that it reads the way they want. They basically accept it the way it is. And they only read it when the defecation hits the ventilator. Just like your insurance policy at your house. If a tree falls on your roof, you're gonna read your homeowner's policy probably for the first time. And when that pandemic came in and retailers were getting zero revenue as they had zero customers, they looked at their force major clause in their lease and they said, huh, this pandemic qualifies. So I'm gonna exercise force major.  And that rippled all the way through the country. And now force major is the big thing. And it's funny because I look back at all leases and I read these force major clauses knowing what I know now about the pandemic. And they were basically so word-processed over time that they almost had no value in a contract. Now it's the first thing people look at because they wanna know if there's another pandemic, what happens? So the practice of law and the practice of transactional law does evolve over time based on what happens in the world. And the pandemic is an excellent representation of things that no one thought about, thought that could possibly happen, that did. And talk about lessons learned. Anything else? I see something else popping up there. Yeah, there's something else in the group chat. So Valerie asks, you mentioned using the title report that you had to help you get through the mountain of paperwork in Richmond. How essential would you say being able to read a title report or record is for an attorney's career? If in the real estate business, it's essential. You have to know not only how to read it, you have to understand what it says. They can be complicated and confusing to the uninitiated. So you have to get familiar with it. Basically, I had no familiarity with the title report, had no idea how to read it. The only thing I was looking for, who had the first lien? Because secondary liens don't mean anything if you can foreclose on the first lien. So that's the only thing I focused on. That was the note that we were buying. That's what I rolled the dice on. And it happened to work out this time. It could have very easily not. But as long as I was confident that I understood enough about who had the first lien on the property and that the document that we were buying was that first lien, I felt good about it. But they can be complicated and they can be confusing. So you should snuggle up to a title attorney because it's more or less a specialized kind of a thing to make sure that you have someone to reach out to if you ever get stumped or you're given a document that doesn't look quite right. Title companies will do that for you. Anything else? So there's another question in the group chat. How often do you find yourself in the position of being the negotiator on behalf of the client? Almost every hour of every day because inevitably things will come up. For example, we're doing, I'm doing a series of leases for restaurants and hotels that we own in California. California is an odd state. They have peculiar requirements. So rather than pretend like I know what I'm doing, I at least had the intelligence to hire an attorney in California to write the lease based on the items that we negotiated. And the negotiation with the prospective operators was very intense. There was base rent, there was percentage rent, there was triple net charges. There was all these little things, plus the standards that we were imposing on them as far as three meals a day, minimum hour, stuff like that. I couldn't go running to the operations department or to the CEO or to the COO and said, they don't wanna serve breakfast on Wednesdays. I couldn't do that because at that point they might as well do it and I might as well be out. So you have to take a certain ownership of some things. You have to use a lot of common sense like I mentioned at the beginning and you have to be able to defend your position when you go back to your client and say, they don't wanna serve breakfast on Wednesdays. Here's why I don't think it's a big deal because we made it up on this other thing and that's how you get through it. So you have to negotiate for your clients all the time. What you don't wanna do is bind them without their knowledge. You just wanna let the other side think that you're gonna take the ball and run with it for them and then you come back and say, they went for it but they want X, Y, and Z or sorry, you're gonna serve breakfast every day. What else? I think that's all we have in the group chat but if anyone else has another question. The only thing I'll add to the negotiator point is Michael's exactly right.  And so when I was at the firm, we would have deal parties when there was a closing and everyone was happy, right? Both the buyer and the seller to the extent the deal is done right and the deal is done well, both sides should be happy with the deal. And I enjoy that about transactional work. It was very different than the litigation counterpart at my firm where you knew the winner, you lose in a lawsuit, that's a transaction. You do negotiate and negotiate heavily during the transaction, but at the end of the day, hopefully both clients are happy. There's also a school of thought that if both sides are unhappy, then you're also a success. But I'd like your version much better. I think both parties have to be happy because that's just the way I am. What else? Does that wrap it up? I think it does. Thank you so much for Michael for your time and thank you for staying on for this Q&A session. It was very helpful and I think everyone really enjoyed it. This is the most important part. I'm happy to do it and I appreciate everyone's participation. And certainly, Professor Hayden knows how to reach me as does Dean Bauman. Should anyone have any questions after this is over? I'm happy for you to share my contact information with anyone who needs it and feel free to reach out to me directly. Nothing I would like better than a little interruption during the course of a stressful day. So feel free to do that. And thank you so much for listening. Thanks Michael. Thank you for being here very much. You're welcome. Thank you. Have a good night. You as well. Thank you. Be safe out there.


CHAPTER XXI of MIDNIGHT CHAPTER XXI Carole decides. For a moment she was silent. It was patent that she was groping desperately for the correct thing to say. And finally she extended a pleading hand. Please don't think that. What? That it was my husband. He wouldn't. Why not? Anyway, it is impossible. He was in Nashville. He didn't get home until morning. Carole shook his head. I hope he can prove he was in Nashville. We have tried to prove it and we cannot. And you must admit, Mrs. Lawrence, that had he known what you planned, he would have had the justification of the unwritten law. Her eyes brightened. You think then that if he did, he would be acquitted? Yes. More so in view of your story that there was a fight between the two men. That would probably add self-defense to his plea. However, I may be wrong in that. You are indeed, Mr. Carole. My husband isn't that kind of a man. And even if he had done the shooting, he could not have concealed it from me for this length of time. He would have given a hint. No! He wouldn't have done that. If he shot Warren, he would have been afraid of telling even you. She walked to the window where she stood for a moment looking out on the drear December day. Then she turned tragically back to Carole. You are going to arrest me? No. Why not? Because I believe your story, Mrs. Lawrence, and so long as there is any way to keep your name clear of the whole miserable mess, I shall do so. But if you arrest my husband, I have no intention of doing that either, unless I am convinced that he was in the city when the shooting occurred. I am not in favor of indiscriminate arrests. In this case they can do nothing but harm. You are very good, she said softly. I didn't imagine that a detective. Some of us are human beings, Mrs. Lawrence. Is that so strange? She did not answer, and for several minutes they sat in silence, each intent and thought. It was Carole who broke the stillness. Do you know William Barker? Barker? Why, yes, certainly. He was Mr. Warren's valet. I know it. Have you seen Barker since the night Mr. Warren was killed? Yes. He could scarcely distinguish her answer. Twice. He called here? Yes. Was your husband at home on either occasion? No. Why did he come here? She hesitated, but only for the fraction of a second. It was Barker who was driving me to distraction. He knew that I was the woman in the taxi cab. He really believes that I killed Mr. Warren. He has been blackmailing me. Ah! So that explains his visits and his plentiful supply of money. Yes. Oh, it was shameful that I should be so helpless before his demands. It didn't matter that I had nothing to do with the killing. It was enough that I had to pay any price to keep my name clear of Scandal. Looking back on the affair now, Mr. Carole, I cannot understand my own weakness. But I felt that I owed it to my husband and my sister, to protect them from Scandal at any cost. And I have paid Barker a good deal of money. I see, Carole Rose. I want you to understand, Mrs. Lawrence, that you have helped me tremendously. And to know also that I shall probably succeed in keeping your name out of any disclosures which might have to be made to the public. But if my husband did it, in that event it will be impossible not to tell. And if he didn't do it? Then you will be safe. But—finish the detective seriously—if your husband didn't do it, I don't know who did. I have followed every possible trail, and unless guilt can be fastened on either your husband or Barker, there isn't the faintest shadow of suspicion attached to anyone else. It will make things very difficult for me. During his ride to headquarters, Carole was busy with his thoughts. He was worried about the possible complicity of Gerald Lawrence in the shooting of Warren. He was more than halfway convinced that Lawrence knew a good deal about it, and the obvious method was to order Lawrence's arrest and make him prove an alibi. But such a procedure was impossible, in view of his determination to protect Naomi's name to the ultimate moment. He was greeted at headquarters by a reporter for one of the two evening papers. The reporter was eager for an interview. There had been an appalling dearth of local news, and the Warren story had been long since played beyond the point of public interest. The readers, explained the reporter, were growing tired of theories and column after column of conjecture. They wanted a few facts. Carole shook his head. Nothing definite to give out yet. The reporter was persistent. You have made no new discoveries at all? Well, I'd hardly say that. Then you have? Yes, answered Carole frankly. I have. Then you think you know who killed Warren? Carole, his mind still busy with Naomi's story, answered casually. I believe I do. That is just a belief, mind you. But there is an outside chance that there will be important developments within the next twenty-four hours. Something definite, eh? If anything at all happens, it will be definite. Then Carole excused himself and sought Eric leverage. Under pledge of secrecy, he told leverage the entire story, as he had heard it from Naomi Lawrence's lips. When he finished, leverage slammed his hand on the arm of his chair. Gerald Lawrence, or I'm a bum guesser, he stated positively. Looks that way, admitted Carole. What I hate about the idea is that if Lawrence is the man, there will be no way on earth to keep Mrs. Lawrence's name out of it. You're right. How about Barker? I believe Barker's story. So does Mrs. Lawrence. She believes that Barker thinks she killed Warren in the taxi. Leverage glanced keenly at his friend.  No, not yet. He may not have done it. Well, sizzled the chief of police. If he didn't, and Barker didn't, who the devil did? Carole shook his head hopelessly. I don't know, Eric, if neither of those two men did, we'll be left hopelessly in the air. Exactly. We know that one of them did the shooting. We've covered this case from every angle, and if we believe that the shooting was not done by Mrs. Lawrence, we must suspect one of the two men involved. And if you are sure it wasn't Barker, let's wait a little while longer, counseled Carole. I want to be absolutely sure of my ground. The two men sat in Leverage's office and talked. They discussed the case again from the beginning to its present status, threshing out each detail in the hope that they might have overlooked some vital fact which would give them a basis upon which to proceed. Their efforts were fruitless. The investigation had developed results, true enough, but those results were not at all satisfactory. And it was about an hour later that a knock came on the door. In response to Leverage's summons, an orderly entered. In his hand he carried an evening paper. Just brought this in, sir, thought you and Mr. Carole might like to read it. The orderly retired. Carole spread the paper, then did something very rare. He swore profoundly. His eyes focused angrily on the enormous first-page headlines. Carole has solved Warren Mystery. Identity of Clubman Slayer known to famous detective. We'll make a rest within 24 hours. Sensational developments promised by David Carole in exclusive interview with reporter for the Star. It all came back to Carole now. The eager reporter, the news-hunger, his non-committal statements. He read furiously through the story. It proved to be one of those newspaper masterpieces which uses an enormous number of words and says nothing. Carole was quoted as saying only what he had actually said. It was the personal conjecture of the reporter writing the story which had given spur to the vivid imagination of the headline writer. So now, questioned leverage, what are you going to do? Deny it? No, snapped Carole. I can't. He hasn't misquoted a single line of what I said. It just makes things... makes a mighty embarrassing. He sat hunched in his chair staring at the screaming headlines and rereading the lurid story. Again an orderly entered. Young lady out there, he announced, who wants to know if Mr. Carole is here? Instantly the mind of the detective leaped to the tragic figure of Naomi Lawrence. She wants to see me, he questioned. Yes, sir. Show her in. He motioned to leverage to remain. The orderly disappeared and in a minute the door opened and a woman entered. Carole sprang to his feet with an exclamation of surprise. Miss Gresham! Hazel Gresham nodded. She advanced toward Carole. Every drop of color had been drained from her cheeks. Her manner indicated intense nervous strain. Her eyes were wide and fixed. I would like to speak to you alone, Mr. Carole. Yes, this is Chief Leverage, Miss Gresham. Leverage acknowledged the introduction and would have left, but the girl stopped him. On second thought, Mr. Leverage, you might remain. Eric paused. His eyes sought Carole's face. Both men knew that something vitally unexpected was about to be disclosed. They waited for the girl to speak, and when she did, her voice was so low as to be almost unintelligible. About a half hour ago, gentlemen, I read the story in the star. I—I— She faltered for a moment, then went bravely on. I came right down to save you the trouble of sending for me. Silence, tense, expectant. You did what? queried Carole. I came down to save you the trouble, the embarrassment, of sending for me. She looked at them eagerly. I have come to give myself up. Carole frowned. For what? For—for the murder of Roland Warren. The detective shook his head. I don't understand, Miss Gresham. Really, I don't. Do you mean to tell me that you were the woman in the taxi cab? She was biting her lips nervously. Yes. And that you shot Roland Warren? Yes. And when I read in the paper that you knew who did it, I came right down here. I didn't want to—to be brought down in a patrol wagon. I see, while thoughts were chasing one another through Carole's brain, he was beginning to see light.  Yes, I'm sure. Why do you doubt me? Don't you suppose that I know whether I killed him? Don't you suppose I can prove that I did it? Yes, I suppose you can. I wonder, Miss Gresham, and Carole's voice was very, very gentle. If you would wait in that room yonder for a few minutes? Certainly, she raised her head pleadingly. You do believe me, don't you? Carole dodged the issue. I want to think. Alone with leverage, Carole clenched his fist. If that isn't the most peculiar, she's not telling the truth, is she, David? Certainly not. She couldn't smash her own alibi if she tried a million years. He paced the room, walking, in quick jerky steps. Finally his face cleared, and he stopped before leverage's chair. I've got it! he announced triumphantly. Got what? Never mind. Carole was surcharged with suppressed excitement. I want you to do something for me, leverage, and do it promptly. Sure. Send Cartwright and bring Gary Gresham here. Gary Gresham? Yes, the young lady's brother. Leverage was bewildered. I don't know what to do with him. Leverage was bewildered. What in the world do you want with him?  End of Chapter 21 Recording by Roger Maline Chapter 22 of Midnight This LibriVox recording is in the public domain. Recording by Roger Maline Midnight by Octavus Roy Cohen Chapter 22 The problem is solved. Within an hour Gary Gresham appeared at headquarters in the company of Cartwright. The officer left the room and the three men were alone. Gresham's manner was nervous, but he showed no fright. Leverage, regarding him keenly, found reason to doubt Carole's positive statement that Gresham was the person they sought. The young man stood facing them bravely, waiting. Gresham, said Carole softly, your sister is in that room yonder. She read the afternoon paper, the report that I knew who killed Roland Warren. She immediately came here to give herself up. An expression of utter bewilderment crossed young Gresham's face. Then he started forward angrily. Why are you lying to me? Easy, Gresham, easy there. I am not lying to you. He saw Gary's eyes dart to the door behind which the sister was seated. What did she give herself up for, Carole? For killing Roland Warren. Gresham took a firm grip on himself. She didn't do it, he stated positively. Of course not, returned Carole with equal assurance. You did. And so that you will be quite convinced that I am not trying to trick you into the confession which I am sure you will make, he crossed the room and flung open the door. Come in, please, Miss Gresham. The girl entered quietly, then saw her brother. Instantly her manner softened. She stepped swiftly to his side and took his hand in hers. Please, Gary! Gresham smiled, a tender affectionate smile. Good scout, aren't you, sis? But tell me, his tone was conversational. How did you know that I shot Roland Warren? You didn't!  You didn't! She flung around on Carole. Don't believe him! I shot Mr. Warren. I knew from the first that you didn't do it, Miss Gresham. I know that Miss Roger spent the night with you. More than that, I know the identity of the woman in the taxi cab. Who was she? It was Gresham who questioned. Carole shook his head. It doesn't matter who she was, Gresham. We're going to keep her name out of this case. She was a woman who loved Roland Warren, and his death saved her from a great mistake. There's no necessity to ruin her life, is there? How did you know it was Gary who did the shooting? asked the girl. The minute you confessed, answered the detective quietly, I knew that you were doing it to shield someone. You could have had no possible motive for shielding either of the other two men under suspicion. I knew that it must be your brother. He had motive enough. He knew that you were in love with Mr. Warren, engaged to him. He knew that Warren was about to elope with another woman, that it would cause you intense misery. So he went to the station that night to prevent the elopement. Isn't that so, Gresham? The young man nodded. Yes, when I went to your apartment the morning after the killing, it was for the purpose of confessing. But then when you assured me that my sister was not under suspicion, I decided to wait a while before saying anything. He paused. And as to that night, I parked my car a couple of blocks away, and walked to the station through Jackson Street, intending to cut through the yards and approach the waiting room from the passenger platform. I had no idea that there would be a tragedy. I wanted to reason with Warren, to beg him to save my sister from suffering, which I knew would be attendant on his elopement. He was walking in the yards as I entered from between the Pullman Building and the baggage room. I don't know what he was doing there, but I spoke to him. He seemed startled at seeing me. I told him that I knew he was planning to elope, and begged him to call it off. Much to my surprise, he immediately got nasty. He seemed to want to get rid of me. He told me it was none of my damned business what he was doing. He even admitted the truth of what I said. That was the first hint of unpleasantness, but it grew rapidly. He cursed me. Anyway, we had a brief, violent quarrel. He said something about my sister, and I struck him. He clenched with me. We were fighting, then, and I am a fairly good athlete. I broke out of a clench and hit him pretty hard. He reached into his pocket and pulled a revolver. I managed to grab his hand before he could fire. I got it from him, and as I jerked it away, it went off. He fell. I was afraid, then, panicky. I felt his body and realized that he was dead. A train had just come into the yards, and there were switch-engines puffing here and there. I was apprehensive that one of their headlights would pick me up, and there were some railroad men walking around the yards with lanterns in their hands. There was danger that I was going to be seen, and had I been, I felt that I wouldn't have a leg to stand on, alone in such a place with the body of a man whom I admitted having shot. You see, I couldn't even prove the contemplated elopement. Late that evening I had received an anonymous telephone call from a man, telling me that if I wanted to save my sister a good deal of unpleasant gossip, I'd better meet that midnight train, as Warren was eloping on it with some other woman. But the man who gave me this information cut off before telling me the name of the woman. I didn't know it then, and I don't know it now. I knew I had to hide Warren's body. Not that my killing was not justified on the grounds of self-defense, but because I would not bring my sister's name into it, and also because even if I did, there'd be no proof of the truth of what I said. I dragged his body into the shadows between the two buildings. Atlantic Avenue was deserted. At the curb I saw a yellow taxi cab, and noticed that the driver was in the restaurant across the street. I conceived the idea of putting the body in the taxi cab. I knew I wouldn't be seen doing it, and it would serve the purpose of causing the body to be discovered at some point other than that at which the shooting occurred. I did it. Then I left. The next morning I read of the case in the papers, and I have followed it closely since. I knew you were ostensibly on the wrong track, and as a matter of self-preservation, I determined to keep my mouth shut unless it happened that the wrong person was accused. Had you charged someone else with the killing, I assure you I would have come forward. But meanwhile, not even knowing the identity of the woman in the taxi, there seemed no necessity for running the risk.  There is now, said Carol. Hazel started eerily, and he smiled upon her. The story of the woman who actually was in the taxi cab substantiates yours, Gresham. She had followed Warren into the yards to talk to him. She saw the whole affair from a distance, and then went back through the waiting-room of the station and called the taxi in which you had placed Warren's body. Then Gary will be freed? cried the girl, hopefully. His plea of self-defense will acquit him? Undoubtedly, retorted Carol, don't you think so, leverage? Surest thing you know, returned the chief heartily. And I'm darned glad of it. Gary faced his sister.  I didn't, she answered quietly. Not at first, anyway. But if you remember, you came in the house a little after eleven o'clock that night and seemed excited. You came to my room. I was thinking then, explained Gary, that maybe you were eloping with Warren. Then you came home again a little after one o'clock. You waked me then and acted peculiarly. I was reassuring myself, he said, that you really hadn't left the house.  I found a revolver in your drawer. I didn't think anything of it then. I hadn't even read the papers about the—the killing. But later I remembered it. I went back to look for the revolver, just why I don't know, and it was gone. I questioned you about it a couple of days later, and you denied that you had ever had a revolver in the house. And I knew then, Gary, I knew that you had done it. He squeezed her hand. We always did know more about each other than we were told, didn't we, little sis? Because at that moment, too, I knew that you knew. The young man turned back to the detectives. And what now? he questioned. We'll have to hold you, Gresham. You'll have to go through the form of a trial, but you'll get off, don't worry. Sister and brother left the room hand in hand. Alone again the two detectives faced each other. You win, David, said Leverage admiringly. Though darned if I know how you do it. A combination of luck and common sense, returned Carol simply. This time it was principally luck. It usually is in such cases. But most detectives don't admit it. It is the wild-eyed reporter with the vivid imagination whom we can thank for this solution. It was his fiction that brought about Miss Gresham's ridiculous confession and that which caused me to know that she must be shielding her brother. As to how matters stand, I say thank God. Why? Garry Gresham will undoubtedly be freed. It was a clear case of self-defense. Unfortunately, the fact that there was an elopement will have to be known. But that is a comparatively trivial thing, unpleasant as it may be for Miss Gresham. And, most of all, I'm glad because Naomi Lawrence's name will not be dragged into it. How will you work that, David? It can be done, Eric. The district attorney is a pretty good friend of mine, and he's a good square fellow. Of course he will have to know the entire story, and it is a certainty that he will believe it. And when he does, you know that he will handle the case so that Mrs. Lawrence will not be connected. Irregular? Yes. But you believe he can and will do it, don't you? You bet your bottom dollar he will.  And now, said Carol, I want to chat with William Barker. There are one or two loose ends I want to clear up. Barker was very humble as he entered the room. You're free of the murder charge, stated Carol promptly. But we may hold you for blackmail. Barker heaved a sigh of relief. I ain't objecting to that, Mr. Carol. It's a small thing when a man is thought he might be strung up. Who killed Warren? questioned the detective. Don't you know? came the surprised answer. Yes, but I'm asking you. I suppose you're driving at something new, retorted Barker. But I really think Mrs. Lawrence shot him. She didn't, answered Barker. She didn't, answered Carol. And there's one thing I want to warn you about right now, Barker. You're the only person except the chief here and myself who knows that Mrs. Lawrence is connected with the case. I want her name kept out of it. Of course, that makes it impossible to arrest you for blackmail.  But if I ever hear of her name in connection with this case, I'll know that you have leaked. And I'll get you if it takes me ten years. Understand? Yes, sir, I do. Thanking you, sir. I know which side my bread is buttered on. Good. Now I'm telling you that Mrs. Lawrence did not shoot Warren. Who did? I don't know. Suddenly his expression changed. If it wasn't her, Mr. Carol, it must have been Mr. Gresham. Ah! What makes you think that? Barker's eyes narrowed. You give me your word of honor, Mr. Carol. I ain't going to be pinched for blackmail. Yes. Well, it was this way, sir. Being Mr. Warren's valet, I knew he was planning to run off with Mrs. Lawrence. I knew that he was going to raise an awful row in town, and I knew that Mr. Gresham would do a heap to keep his sister from being unhappy as she was going to be if Mr. Warren done as he was planning. So I called up Mr. Gresham that night and told him everything but the woman's name. My idea was that he had bussed up the elopement. I went to the station to make sure that Mrs. Lawrence got there, knowing that once she was there, if young Mr. Gresham busted things up, I'd be able to blackmail Mrs. Lawrence, her being a rich woman. I'm coming clean with you, Mr. Carol. Go ahead. I never seen Mr. Gresham at all at the station, and when I seen Mrs. Lawrence get into the taxi, and found out the next morning that Mr. Warren's body was found there, of course I couldn't help thinking like I did, could I? I suppose not.  But if the chief is willing, I'm going to do it, because your hide isn't worth Mrs. Lawrence's good name. Now get out. I'm free? questioned the man eagerly. How about at leverage? Sure, growled a leverage. You're the boss, David. Immediately as Barker left the room, Carol turned to the telephone and called a number. Who's that? questioned leverage. Mrs. Lawrence answered Carol. I want to tell her that she is safe. Leverage smiled broadly. And as he watched Carol's eager face, he saw an expression of consternation cross it. Carol covered the transmitter with his hand. Good Lord! he groaned. It's Evelyn Rogers. Leverage chuckled, then listened shamelessly to Carol's end of the conversation. Yes, yes, this is David Carol. I'm glad you think it was sweet of me to telephone. I want to speak to your sister. She isn't there? Well, ask her to telephone me at headquarters as soon as she comes in, will you? Uh-huh. The Warren case has ended, and that's what I wanted to tell her. I only did my best. Yes. Oh, say! The receiver clicked on the hook. Carol was grinning as he turned back to his friend. Guess what that young thing said when I told her that I had solved the Warren case? Tell me, David, I'm a poor guesser. She said, returned Carol gravely, that I am just the cutest man she has ever known. End of Chapter 22, Recording by Roger Moline End of Midnight by Octavus Roy Cohen