What's Now in Real Estate Finance (November 2025)

Topics from our November agenda included:

The Investment Company Act and Real Estate Opinions 
David Warburg (New York)

David Warburg discussed registration requirements for real estate groups under the Investment Company Act of 1940 and opinions relating thereto. David further discussed how an entity with multiple investors and commingled fund equity (whether a JV or a fund) can sometimes resemble a “mutual fund” under securities regulation. Therefore, an exemption from ICA registration must be available and supported by the facts.

David also discussed frequently utilized exemptions in the commercial real estate space, including, among others, the Section 3(c)(1) exemption, the Section 3(c)(7) exemption, and the Section 3(c)(5)(C) exemption, sometimes referred to as the “real estate exemption,” which requires certain minimum percentages of the entity’s assets consisting of qualifying real estate interests. 

Tariff Implications on Construction Loans 
Ryan Gilchrist (Seattle)

Inconsistency in tariff implementation can create uncertainty in construction contracting. On the contract side, developers and contractors can craft language to allocate the risk of tariff impacts to one party of the other. On the finance side, borrowers may need to request modifications to loan covenants to allow for front-loaded or flexible draw schedules to allow the borrower to purchase products or materials when it is most advantageous given the volatility of tariff implementation. Overall, uncertainty in the market can result in greater degrees of difficulty in budgeting construction projects.

Chicago Renting Ordinance 
Courtney Rosenfield Kalter (Chicago)

As part of our ongoing local news update, Courtney Rosenfield Kalter reported on The Keep Chicago Renting Ordinance, which aims to, among other things, protect tenants in foreclosed rental properties with one or more rental units. The Ordinance requires that the new owner of a foreclosed property notify tenants of certain including as to relocation assistance. A major change in the latest amendment allows tenants to reject a lease offer and still receive relocation assistance. New owners who fail to comply can face legal action or complaints filed with the City of Chicago.

Illinois Receivership Act 
Demetria Hamilton (Chicago)

As part of our ongoing distressed assets update, Demetria Hamilton reported on The Illinois Receivership Act (HB 0028), which becomes effective January 1, 2026. Among other things, the Act establishes a unified legal framework empowering courts to appoint receivers—before or after judgment—to manage, operate, sell, lease, or otherwise dispose of most commercial and business-related real and personal property (excluding most residential properties), while more clearly defining receiver powers, owner duties, creditor rights, and court authority. The Act helps streamline enforcement for secured creditors—such as allowing appointment upon default, automatic limited stay, lien protection, credit bidding, and “free and clear” sales with senior lienholder consent—while imposing timely claim filings, transparency obligations, and immunity protections to enhance predictability and preserve asset value.

Technology Update
Chris Manzer (Atlanta)

The team discussed the firm’s continued implementation of GenAI platforms fine-tuned for application to real estate transaction due diligence, and the firm’s current experience with the most effective use-cases for application of GenAI.