Practice Areas

The Firm's practice focuses on the general areas of real property law, business transactions and non-profit and tax-exempt organizations. The Firm also assists its clients in handling their personal affairs.

Real Property Law

Real Property Law has many components and except for residential matters the Firm provides services in most areas including the following:

Acquisition and Sales
The firm's principals have handled the acquisition and sale of all forms of real property ranging from vacant land to shopping centers, industrial parks and urban skyscrapers containing a million square feet plus. The Firm has developed tools to assist sellers in documenting their income streams and leasing operations for office buildings, industrial parks and shopping centers to facilitate prompt and successful due diligence. Similar tools have been developed for use by buyers, including extensive due diligence checklists necessary to review sources of income and analyze the leasing profiles of major tenants. Contracts recognizing long closing periods have been developed for use in low-income housing tax credit transactions.
The Firm handles traditional institutional financing arrangements for clients, including commercial mortgaged backed securities, as well as private funding, equity transactions, seller carrybacks and other financing structures.  The Firm's work in this area also includes government funding and low-income housing tax credit transactions, like-kind exchanges, Reverse Starker exchanges, tenant-in-common transactions and multiple party joint ventures.
The Firm's principals have worked on a variety of real property developments including shopping centers, office buildings, retail buildings, industrial parks, planned unit developments, continuing care retirement communities and vertical and horizontal property regimes.  Blair was part of the team that created a new city in Northern Illinois, which is now known as Vernon Hills.  Development work includes analysis of title issues, establishing restrictive covenants, and the development of required plats and surveys. The more complex developments may require reciprocal easement agreements and other forms of joint operating arrangements. Blair has used air rights and ground leases to tie together different parts of complex developments.
The Firm represents architects, builders, and owners in the construction phase of real property development and negotiates contracts in all areas. The Firm works with the AIA developed forms as well as more custom documents that may be required for specific transactions.
Leasing and Operation
The principals' experience in real property and equipment leasing is extensive.  In addition to working with all forms of the commercial lease, Blair also works with long term ground leases and air rights leases. The Firm views a lease as a roadmap document that enables clients on either side of the transaction to set out a knowing allocation of risk that will govern their transaction for years to come. Blair has developed and published an extensive set of checklists and analysis tools for use in commercial leasing that permit clients to evaluate specific areas of risk and to utilize their business judgment in addressing solutions for such risks. Management and operational questions are a normal part of commercial property ownership and the Firm assists clients with third-party management agreements and a variety of frequently occurring operational issues including lease compliance. The publications page provides some more information on available books and forms.
Business Transaction Practice

The Firm's business transaction practice includes entity selection and governance, business operations, and contractual arrangments.

Entity Selection

A number of liability limiting entity forms are available and the Firm counsels clients and works with their accountants to choose the arrangement that meets the client's tax needs while limiting the owner's personal liability to the extent possible.  The Firm creates and works with corporations, limited liability companies, limited partnerships, general partnerships, and joint ventures. Such work includes the very important development of governance structures and procedures that reflect the presence of multiple parties including transfer of interest provisions and associated buy-sell arrangements.

Business Operations
The use of multiple entities can be helpful to knowingly allocate risk where appropriate.  The Firm assists clients in the operation of affiliated and related entities and provides guidance on their operation as independent and separate entities since failure to comply with applicable standards in the day-to-day operation of related entities can result in the loss of limited liability. A fully devloped form of governance in all forms of limited liability structures can be valuable for smooth and consistent operations.
Contractual Arrangements
The Firm advises its clients in its contractual relationships with third parties, including vendors and suppliers of services and projects. Services also include working with clients on their financial relationships with lenders and other third parties extending credit to the business.
Non-Profit and Tax-Exempt Organizations

The Firm's work with non-profit and tax-exempt organizations includes entity selection and formation, applications for tax exempt status and work with a variety of operational requirements imposed by the Internal Revenue Service including the following:

Entity Selection

The Firm works with clients to establish non-profit entities under Arizona law and to seek recognition of exemption from income taxation from the Internal Revenue Service. Entity selection distinguishes between a variety of tax-exempt organizations, supporting organizations, single member limited liability companies as well as relationships involving wholly owned for-profit entities and joint ventures.

In its tax-exempt work, the Firm has been an early developer of single-member limited liability companies whose sole member is a tax-exempt organization and which are entitled to be treated as tax-exempt organizations without the time and expense of filing the lengthy applications for tax-exempt recognition.  Such entities can be used to isolate the most risk prone aspect of a business plan into separate entities.

Excess Benefits Transactions
The fairly recent adoption of Section 4958 of the Internal Revenue Code has completely changed the relationship between the tax-exempt organization and the Internal Revenue Service. Any payments, goods or services paid to a disqualified party in excess of fair market value received by the exempt organization may be subject to substantial excise taxes, fines and penalties being imposed on the recipient of such payments, goods or services along with potential fines on board members of the exempt organization that approved the transaction.The Firm counsels clients on how to discover and monitor potential exise benefit transactions and how to particpate in the "safe harbor" process authorized by the Internal Revenue Service.
The current Form 990 informational tax return that must be filed by most tax-exempt organizations is designed to probe the governance and adopted policies of filing organizations. The Firm counsel clients on the adoption of Articles of Incorporation, by-laws, and a variety of policy issues including reimbursement plans, audit charters, compensation procedures, document retention plans, and other policies and proedures required to be disclosed on Form 990.
Entity Formation
The Firm counsels clients on the available options for tax-exempt status and assists clients in the preparation of Forms 1023 and 1024 requesting a recognition of tax-exempt status from the Internal Revenue Service. Tax-exempt status is tied to a very few charitable categories and the Firm assists clients in exploring their intended mission and purpose to see whether it fits into one or more of the applicable charitable categories.
Unlike for-profit operations, tax-exempt entities are subject to numerous rules and regulations that govern the manner in which they carry out there mission and purpose. Most of the compliance issues relate to Internal Revenue Service requirements and the Firm advises clients on compliance with such rules and regulations.

The Firm provides consulting services to clients and their professionals, including counsel and accountants, to provide an overview of real estate development projects, entity formation, tax-exempt compliance matters and litigation support:

Business Entities
The firm evaluates business entity structures including their governance and relationships with affiliates and related parties to assist the client in developing common operating structures and to preserve and maintain the independence of each entity.
Real Estate Structures
Real estate projects can be pulled in different directions by recorded restrictions, internal core leasing agreements and institutional financing.  The Firm counsels clients and their professionals on existing and proposed structural arrangements and makes recommendations in connection therewith. For example, shopping centers will rely on a combination of CC&R's and core leasing documents to control the cash flow and operations of the center. The Firm works with clients to develop relationships between the core documents to insure operational control and allocation and collection of appropriate costs and expense relating to the project.
Non-Profit/Tax-Exempt Organizations
In the area of tax-exempt organizations, the Firm will review the operating structure and particularly the governance requirements in terms of the most recent Internal Revenue Service pronouncements and make recommendations to the client and its professionals on achieving compliance and being prepared for audit.
Litigation Support
The Firm provides support services to a client's litigation team in the substantive areas of the Firm's main practice areas. The Firm's transactional work background and experience is used to assist a litigation team in understanding complex structures and developing appropriate strategies.