A VIEW FROM INSIDE A VIEW FROM INSIDE OUT: TEN BEST OUT: TEN BEST PRACTICES FOR PRACTICES FOR

OUTSIDE COUNSELOUTSIDE COUNSEL

American College of Real Estate LawyersAmerican College of Real Estate LawyersAnnual MeetingAnnual Meeting

Friday, October 6, 2006Friday, October 6, 2006Grand Hyatt SeattleGrand Hyatt SeattleSeattle, WashingtonSeattle, Washington

Presented to the American College of Real Presented to the American College of Real Estate Lawyers by:Estate Lawyers by:

Joan U. Allgood, EVP-Corporate Transactions and GovernanceJoan U. Allgood, EVP-Corporate Transactions and GovernanceDevelopers Diversified Realty CorporationDevelopers Diversified Realty Corporation

Rodney J. Dillman, General CounselRodney J. Dillman, General CounselBabson Capital Management LLCBabson Capital Management LLC

Ronald L. Gern, General CounselRonald L. Gern, General CounselGeneral Growth PropertiesGeneral Growth Properties

Patricia Habicht, Associate General CounselPatricia Habicht, Associate General CounselJPMorgan Chase & Co.JPMorgan Chase & Co.

Ann Peldo Cargile, ModeratorAnn Peldo Cargile, ModeratorMember, Boult, Cummings, Conners & Berry, PLCMember, Boult, Cummings, Conners & Berry, PLC

1.1. Experience/Quality/Experience/Quality/Reputation/Reputation/

Demonstrated ExpertiseDemonstrated Expertise ExperienceExperience QualityQuality ReputationReputation Demonstrated ExpertiseDemonstrated Expertise Direct ExposureDirect Exposure

2.2. Responsiveness and Timely Responsiveness and Timely Completion of AssignmentsCompletion of Assignments

Timing is ParamountTiming is Paramount Establish Realistic TimelineEstablish Realistic Timeline Adequate StaffingAdequate Staffing Advise of Changes to TimingAdvise of Changes to Timing Prompt CommunicationPrompt Communication

3.3. Fees/Cost EffectivenessFees/Cost Effectiveness

Appropriate Legal Costs For Type of Appropriate Legal Costs For Type of MatterMatter

Flexible Pricing of Legal ServicesFlexible Pricing of Legal Services Staff Thinly and Appropriately Staff Thinly and Appropriately Budget ConstraintsBudget Constraints Review Bills and Show Fee Write-Review Bills and Show Fee Write-

offsoffs Agree on Scope of WorkAgree on Scope of Work

4.4. Exercise Good Judgment.Exercise Good Judgment.Be Practical.Be Practical.

Prioritize IssuesPrioritize Issues Suggest Practical SolutionsSuggest Practical Solutions Consider Client’s Customer Consider Client’s Customer

RelationsRelations Use Good JudgmentUse Good Judgment

5.5. CommunicationCommunication

Frequent CommunicationFrequent Communication Avoid SurprisesAvoid Surprises Deliver Bad News ImmediatelyDeliver Bad News Immediately Accessibility Is ImportantAccessibility Is Important 24/7 Availability24/7 Availability

6.6. Understanding the Client’s Understanding the Client’s BusinessBusiness

and Its Internal Dynamicsand Its Internal Dynamics Understand Client’s BusinessUnderstand Client’s Business Understand Needs of Internal Understand Needs of Internal

CounselCounsel Understand Regulatory and Understand Regulatory and

Compliance IssuesCompliance Issues Flexibility to Deal with Internal Flexibility to Deal with Internal

MattersMatters

7.7. Identify Legal and Reputation Identify Legal and Reputation Risk IssuesRisk Issues

Understand Reputation Risk and Understand Reputation Risk and Regulatory Compliance ConstraintsRegulatory Compliance Constraints

Identify and Escalate IssuesIdentify and Escalate Issues Serve the Real ClientServe the Real Client

8.8. CreativityCreativity

Dealmakers Rather Than Dealmakers Rather Than DealbreakersDealbreakers

Provide Alternative SolutionsProvide Alternative Solutions

9.9. CollegialityCollegiality

Personal ContactPersonal Contact Establish a RelationshipEstablish a Relationship Open CommunicationOpen Communication Responsible Partner AvailabilityResponsible Partner Availability

10.10. Select IntangiblesSelect Intangibles

First Meeting SolutionsFirst Meeting Solutions Contacts and Business OpportunitiesContacts and Business Opportunities Industry ConflictsIndustry Conflicts Conflict WaiversConflict Waivers