Corporate, Business, and Commercial Law

Birch Horton Bittner & Cherot is preeminent among Alaska firms in the representation of financial institutions. Having represented lenders in both good economic times and bad, we’ve developed a complete and thorough understanding of complex commercial and financial issues. We also have substantial experience in commercial transactions through our representation of Alaska banks, public agencies, and private Alaska Native and non-Native business corporations. We are fluent with the latest statutes, regulations, and court decisions that affect our clients.

Our attorneys have negotiated, drafted, and interpreted all types of agreements associated with commercial loans, from the loan commitment through the preparation of the loan agreement, security agreements, deeds of trust, promissory notes, deeds of trust notes, assignments of deeds of trust, assignments of leases and escrow instructions. Several financial institutions entering the Alaska market have sought our expertise for guidance in establishing operations that conform to Alaska law on lending practices, consumer protection, and creditor remedies.

We also have broad experience with intercreditor relationships, including the negotiation, preparation, and review of servicing and participation agreements. Representative experience includes:

• KeyBank National Association: Our firm has represented KeyBank and other qualified banks in the state of Alaska, including the multimillion-dollar Mount Roberts Tramway financing in Juneau, which involved many unique issues, including security interests in air rights and other assets specific to the tramway operation. Our firm also represented KeyBank in long-term loans and multimillion-dollar lines of credit to Alaska Native Corporations including Arctic Slope Regional Corporation, which involved the analysis of special issues relative to the Alaska Native Claims Settlement Act (ANCSA) and the Alaska National Interest Lands Conservation Act (ANILCA).
• Alaska Communications Systems: Our firm represented ACS in its acquisition of the Anchorage Telephone Utility (ATU), including the due diligence review of ATU assets.
• Petro Star’s Valdez refinery: Our firm represented Petro Star in the construction and financing of an oil refinery, including the negotiation and drafting of the documents for numerous lines of credit.
• Municipality of Anchorage: Our firm represented the municipality of Anchorage in the due diligence analysis of the oil and gas leases to be purchased by Municipal Light & Power in the Beluga River Gas Field purchase as well as in the preparation of the title opinion for that purchase.
• Cornell Corrections, Inc.: Our firm represented Cornell Corrections in the due diligence review on all real property to be purchased or leased in Alaska by this operator of private prisons, including advice on title exceptions, zoning compliance, survey issues and encroachment.
• Seward Association for the Advancement of Marine Science (SAAMS): The firm represents SAAMS, the developer and operator of the Alaska SeaLife Center, including negotiations of the Agreement for Financing, Lease, Construction, Operation and Maintenance of the Alaska SeaLife Center by and between the city of Seward and SAAMS.
• Our firm represented a lender in connection with three Section 801 housing projects located on military reservations. These projects were developed by private developers and involve long-term leases with the U.S. government. Each of the loans on these projects was in excess of $30 million. The representation involved all aspects of construction financing and documentation, including negotiation with the government on the terms of the leases and perfection of the lender’s interests through deeds of trust, assignments of the leases and assignments under the 1940 Assignment of Claims Act.
• Our firm represented a national investor in the purchase and financing of four mobile home parks and two medical buildings in Anchorage.

During our 40-year history, we have witnessed both prosperity and recession in Alaska’s economy. If there’s a silver lining to be found in the latter experience, it’s that we acquired expertise in negotiating, drafting and enforcing a library of documents related to loan restructurings, workouts and more and developed proven strategies to help lenders deal with defaulting borrowers and loan participants. Should the need arise again, we stand ready to protect our clients’ interests with a capability unequaled in Alaska.

Birch Horton Bittner & Cherot attorneys represent business organizations and individuals in a broad spectrum of commercial transactions. This representation includes mergers and acquisitions, commercial and real estate loan documentation for financial institutions and real estate acquisition, development and marketing. Our attorneys negotiate and document commercial transactions in a variety of industries, including banking and other financial institutions; real estate development; construction projects; health care providers; tourism and entertainment; government contractors; and mineral, fishery and other resource development.

Throughout the last 40 years, we have represented financial institution lenders in both good and bad economic times. Our attorneys negotiate, draft, and interpret all types of commercial loan documents, including loan commitments through loan and security agreements, deeds of trust, promissory notes, and escrow instructions. Financial institutions entering the Alaska market often seek our attorneys’ guidance to establish operations that conform to Alaska law on lending practices, consumer protection, and creditor remedies. We also negotiate, draft, and interpret documents for loan restructurings and workouts as well as advise lenders on strategies to deal with defaulting borrowers and with loan participants.

Birch Horton Bittner & Cherot attorneys guide clients through the process of forming business organizations, including corporations, limited liability companies, and general and limited partnerships. Our representation often includes counseling on forming an organization that will best serve a client’s business goals; drafting and filing organization documents; complying with other qualification and licensing requirements; initial meetings and selection of directors and officers; and the issuance and sale of shares, memberships or partnership interests.

Throughout the last 40 years, we have represented financial institution lenders in both good and bad economic times. Our attorneys negotiate, draft, and interpret all types of commercial loan documents, including loan commitments through loan and security agreements, deeds of trust, promissory notes, and escrow instructions. Financial institutions entering the Alaska market often seek our guidance to establish operations that conform to Alaska law on lending practices, consumer protection, and creditor remedies. We also negotiate, draft, and interpret documents for loan restructurings and workouts, as well as advising lenders on strategies to deal with defaulting borrowers and loan participants.

Birch Horton Bittner & Cherot attorneys routinely advise corporations, limited liability companies, partnerships, and other business entities on the law of business organization governance. Organizations that comply with the law create valid and enforceable actions and limit the individual liability of an organization’s shareholders, members, and limited partners. Our attorneys advise organizations and their directors, officers, managers, shareholders, members, and partners on various governance issues, including but not limited to proxy solicitation, conflicts of interest for directors and officers, and the conduct of meetings of directors, shareholders, and members. We have extensive experience in drafting buy-sell agreements, shareholder agreements, and all documents governing organization ownership and control. We are familiar with federal and state law requirements that are specific to the governance of Alaska Native corporations.

Throughout the last 40 years, we have represented financial institution lenders in both good and bad economic times. Our attorneys negotiate, draft and interpret all types of commercial loan documents, including loan commitments through loan and security agreements, deeds of trust, promissory notes, and escrow instructions. Financial institutions entering the Alaska market often seek guidance from Birch Horton Bittner & Cherot attorneys to establish operations that conform to Alaska law on lending practices, consumer protection, and creditor remedies. We also negotiate, draft, and interpret documents for loan restructurings and workouts as well as advise lenders on strategies to deal with defaulting borrowers and loan participants.

Selecting the right business entity is an important decision that could spell the difference between success and failure. There is no one-size-fits-all business model or entity. Your ideal entity depends on several factors, including your industry, location, number of owners, and exit strategy. As a business owner, you should conduct due diligence by impartially considering the benefits and disadvantages of each business entity. The lawyers at Birch Horton Bittner & Cherot can walk you through this process and select the best entity for you.

Homeowners Associations Law

At Birch Horton Bittner & Cherot, our homeowners association (HOA) practice group has extensive experience with the particular legal intricacies unique to homeowner and condominium associations. These community associations are nonprofit corporations tasked with such responsibilities as maintaining the common areas within the community, managing the community’s finances, and enforcing the guidelines in the covenants, conditions, and restrictions (CC&Rs). The fields of law covered by association issues include civil litigation, bankruptcy, real estate, corporations, Alaska’s Common Interest Ownership Act, the Fair Debt Collection Practices Act, and the Fair Housing Act, among many others. Birch Horton Bittner & Cherot attorneys are proud to represent HOAs and remain committed to providing the highest quality legal services, including:

• Collecting delinquent assessments
• Enforcing association lien rights
• Developing and enforcing articles of incorporation, bylaws, CC&Rs, and other governing documents
• Counseling on the interpretation of governing documents
• Assisting in resolving disputes and addressing situations before they escalate into expensive problems
• Sending notices to owners of CC&R violations and application of penalties

Our attorneys have experience with all the day-to-day problems an association faces and can help to ensure that your community is efficient and well-managed. Birch Horton Bittner & Cherot advocates can help your association craft commonsense solutions to a variety of problems.

Birch Horton Bittner & Cherot attorneys’ experience in mergers and acquisitions includes representing both sellers and purchasers of privately held businesses. We advise clients on transaction structure and legal terms, assist in negotiating the transaction, prepare the documents necessary to effect the transaction, and handle closings. We provide necessary advice on issues involving Alaska securities, employment, real estate, environment, and other laws relevant to specific transactions.

We also advise clients regarding buyouts, reorganizations and the restructuring of businesses to achieve client objectives, including management and owner succession plans, liquidity and resolution of conflicts among owner groups. We have significant experience with management buyouts, leveraged buyouts and other specialized acquisition transactions. We are skilled in preparing documents and taking the other legal steps necessary to implement these transactions.

Because an acquisition sometimes requires the formation of a new business entity, the Birch Horton Bittner & Cherot team also advises clients in all aspects of organizing a new company. These services include assessing business structures; issuing stock or other equity to founders; drafting buy-sell, voting or other agreements among owners; and implementing employment agreements and employee incentive arrangements. Our experience includes organizing large and small privately held corporations, partnerships, limited liability companies, real estate investment trusts, professional corporations, and nonprofit organizations.

For decades, Birch Horton Bittner & Cherot has represented law firms and medical care providers in relation to the challenging and sensitive issues of professional liability. We initially try to advise our clients in a manner that avoids litigation, but when that is not possible, we will defend those clients that may be facing claims alleging that they violated professional or ethical standards. We have also represented clients in connection with internal investigations and collateral ethical and client-related obligations, including those arising from alleged billing improprieties.

Any type of malpractice claim typically presents unique and complex legal, ethical, and reputational issues. Understanding the intersection between ethical standards, conflict of interest and disciplinary rules, and professional negligence is essential. Though mastery of the law of legal malpractice is a prerequisite to practice in this area, malpractice attorneys must also understand the substantive law of the practice area at issue in the particular claim. Thus, Birch Horton Bittner & Cherot attorneys regularly draw on the experience and judgment of colleagues in class actions, products liability, corporate, ERISA, and other subject matter areas.

This work often extends beyond civil litigation to congressional, administrative, and grand jury investigations. Our cases have included claims arising from a wide array of fields, including corporate advice and deal structuring, financial fraud, and regulatory advice and compliance. With Birch Horton Bittner & Cherot’s team of litigators, we will ensure your company is provided a vigorous defense and all avenues of redress are pursued.

Birch Horton Bittner & Cherot represents Alaskan banks, private corporations, and real estate developers on every aspect of commercial real estate transactions, including the formation of real estate ventures.

Our firm’s attorneys are well-versed in conveyance documents, including warranty deeds, special warranty deeds, quitclaim deeds, deeds in lieu of foreclosure, residential and commercial leases, assignment of leases as security for loans, real estate construction loan agreements, deeds of trust, deeds of trust notes, Uniform Commercial Code (UCC) financing documents, and oil and gas leases. Many of these documents are tailored for complex and innovative transactions.

We advise lenders on title insurance issues at the time of the loan closing and at the time of foreclosure. This includes a detailed analysis of title defects, title insurance exceptions, and insurance coverage issues.

Birch Horton Bittner & Cherot attorneys are also attuned to environmental concerns in the financing and transfer of real property. We advise lenders regarding foreclosure on contaminated or potentially contaminated property and financing of real property at risk of environmental contamination and property that experiences contamination while owned by the lender.

Representative experience includes:

• Development of condominium projects
• Construction and financing of commercial shopping centers
• Representation of the Alaska Industrial Development and Export Authority
• Purchase and sale of multimillion-dollar businesses, including real property issues
• Negotiating and drafting the documents for numerous lines of credit and long-term loans to Alaska Native corporations that involved the analysis of special issues relative to the Alaska Native Claims Settlement Act (ANCSA) and the Alaska National Interest Lands Conservation Act (ANILCA), particularly as those acts impact real estate lending
• Representation of the lender in connection with three Section 801 housing projects located on military reservations: These projects were developed by private developers and involved long-term leases with the U.S. government. Each of the loans on these projects was in excess of $30 million. The representation involved all aspects of construction financing and documentation, including negotiation with the government on the terms of the leases and perfection of the lender’s interests through deeds of trust, assignments of the leases and assignments under the 1940 Assignment of Claims Act.
• Representation of the municipality of Anchorage in the analysis of oil and gas leases to be purchased by Municipal Light & Power in the Beluga River Gas Field purchase as well as in the preparation of the title opinion for that purchase
• Due diligence on all real property to be purchased or leased in Alaska by an operator of private prisons, including advice on title exceptions, zoning compliance, survey issues, and encroachment
• Representation of the purchaser in the purchase and financing of mobile home parks in Anchorage
• Representation of a real estate developer in the purchase and development of residential subdivisions in Anchorage
• Representation of the Seward Association for the Advancement of Marine Science (SAAMS), the developer and operator of the Alaska SeaLife Center, including negotiations of the Agreement for Financing, Lease, Construction, Operation and Maintenance of the Alaska SeaLife Center by and between the city of Seward and SAAMS
• Representation of municipalities and private parties in the drafting of land use regulatory legislation, including zoning and subdivision ordinances, in zoning and subdivision administrative proceedings and litigation
• Representation of municipal and private clients in matters concerning real property taxation, special assessments and agreements between property owners and public utilities related to infrastructure construction in support of real estate development
• Defense of quiet title actions involving major commercial real property