The 2012 Hotel & Lodging Legal Summit

GEORGETOWN LAW C O N T I N U I N G L E G A L E D U C AT I O N

Thursday & Friday, November 8–9, 2012

GEOrGETOwN UNIvErSITy LAw CENTEr, wASHINGTON, DC

CLE 12.5 CLe credit hours (based on a 60-minute credit hour) / 15.0 CLe credit hours (based on a 50-minute hour)

Thursday, November 88:30–9:00 amregistration and Continental breakfastSponsored by Goodwin Procter LLP

9:00–9:15 amWelcome and overviewLawrence J. CenterAssistant Dean, Georgetown University Law Center

marlene m. ColucciExecutive Vice President, American Hotel & Lodging Association

9:15–10:30 amFairmont v. Turnberry and other Cases Challenging early Termination of hotel management agreementsThere Sunday; gone Monday. Can a hotel owner terminate a hotel management com-pany at will and without notice or cause? This issue is at the heart of Fairmont v. Turnberry, M Waikiki LLC v. Marriott Hotel Services, and other recent cases in which management companies have challenged owners’ attempts to terminate management agreements before their expiration dates. Attorneys who have represented parties to these cases will consider this and other issues presented by these cases.

Moderator

Nelson F. Migdal, Greenberg Traurig LLP, Washington, DC

Panelists

Terence P. Badour, Executive Vice President, Law & Administration, Fairmont Raffles Hotels International, Toronto, ON

Donald F. Drummond, Drummond & Associates, San Francisco, CA

Forrest A. Hainline, Goodwin Procter LLP, San Francisco, CA

Professor David Sherwyn, John and Melissa Ceriale Professor of Hospitality Human Resources, Cornell University School of Hotel Administration, Ithaca, NY

10:30–10:45 amNetworking break Sponsored by Greenberg Traurig LLP

10:45 am–12:15 pmLegal Challenges to the expanding hotel industry in developing markets Hotels are developing at an unprecedented pace in emerging markets, including Brazil, Russia, India, China, and other countries. However, the enormous opportunities in these countries have presented significant legal challenges for Western hotel companies developing and operating hotels. Panelists with comprehensive international experience will discuss topics such as managing different contract views and expectations, compliance with the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, maintaining control over operations and brands, and compliance by global companies with local regulations.

Moderator

J. Weili Cheng, Deputy General Counsel & Corporate Secretary, The Ritz-Carlton Hotel Company, LLC, Chevy Chase, MD

Panelists

Christopher L. Bennett, Chief Administrative Officer & General Counsel, Interstate Hotels & Resorts, Arlington, VA

Brenda Durham, Vice President & Assistant General Counsel, Marriott International, Inc., Bethesda, MD

Laura B. Mutterperl, Senior Director & Associate General Counsel, Starwood Hotels & Resorts Worldwide, Inc., Stamford, CT

Exploring Legal Issues Confronting the Hotel & Lodging IndustryToday, owners, developers, managers,

franchisors, and servicers of hotels and

lodging facilities are challenged by new

and more complex legal issues.

Georgetown university Law Center and

the american hotel & Lodging association

have organized the hotel & Lodging Legal

summit to bring attorneys from all

segments of this industry together in

Washington, DC to discuss these

issues. As well as being the nation’s

capital, the Washington metropolitan

area is home to more hotel and lodging

companies than any other in North

America. An Advisory Board of top

hotel and lodging attorneys from

companies and law firms throughout

the United States and Canada have

convened to identify the most pressing

legal issues facing the industry today

and recruited some of the most

distinguished attorneys in the industry

to discuss these issues at this confer-

ence. Join us this November to

network and exchange insights with

colleagues in the industry and learn

about recent legal developments from

the industry’s leading attorneys.

Summit Schedule

Can’t attend in person?Take this or other Georgetown Law CLE courses online through West LegalEdcenter. For more information, visit our website:

www.law.georgetown.edu/cle

Mark A. Robertson, Sutherland Asbill & Brennan LLP, Washington, DC

Ayaz R. Shaikh, Sidley Austin LLP,

Washington, DC

12:15–1:30 pmLunchSponsored by Hogan Lovells

1:30–3:00 pmCurrent Legal issues in hotel FinancingThis panel of leading project-finance attorneys in the hotel industry will consider current legal issues related to financing hotel develop-ments, including mezzanine debt, note sales, and sales of restructuring properties, as well as the financing of property improvement plans (PIPs) as these reemerge in the recovering market.

Moderator

Andrea M. Mattei, Group Vice President— Legal, Wyndham Worldwide Corporation, Parsippany, NJ

Panelists

Courtney G. Capute, Venable LLP, Baltimore, MD

Philip N. Feder, Paul Hastings, Los Angeles, CA

Christopher J. Hart, Locke Lord LLP, Washington, DC

Russell C. Savrann, Sandman Savrann, New Haven, CT

Steven L. Wilner, Cleary Gottlieb Steen & Hamilton LLP, New York, NY

3:00–3:15 pmNetworking breakSponsored by Venable LLP

3:15–4:30 pmForeclosures, receiverships, bankruptcies, and deeds in LieuOn this panel, industry insiders and attorneys will discuss troubled hotel and resort issues from the perspective of the troubled owner, the hotel manager, the brand, the lender, and the new buyer, including:

» Current market trends on hotel foreclosures and bankruptcies; why lenders are now pursuing foreclosures.

» What to do with distressed hotels; can they be saved?

» How brand companies view distressed assets in managing their systems from both the managed and franchised hotel perspec-tive, including: working through SNDA and comfort letter issues, working through the bankruptcy and foreclosure process, and changes in brands or hotel operators.

» Choice of procedures: bankruptcies, foreclosures, deeds in lieu, short sales, and advantages and disadvantages of each, including limits to representations and ac-tions a buyer can take to bridge the gap.

» Dealing with other liens and defaults, general contractors’ liens, municipal devel-opment agreements, labor contracts, and “flag” contract defaults.

» What powers and rights must an attorney put into workout documents to give a hotel operator and brand company the ability to manage and brand a hotel through the process and for future success?

Moderator

Jerome J. Kraisinger, Senior Vice President & General Counsel, Avendra, LLC, Rockville, MD

Panelists

Mark B. Forseth, Vice President & Assistant General Counsel, Marriott International, Inc., Bethesda, MD

James Francque, Vice President & Associate General Counsel, Hyatt Hotels Corporation, Chicago, IL

Nancy Haggerty, Michael, Best & Friedrich, LLP, Milwaukee, WI

David R. Kuney, Sidley Austin, LLP, Washington, DC

Karen Satterlee, Vice President & Senior Counsel, Hilton Worldwide, Inc., McLean, VA

4:30–5:30 pmNetworking Cocktail receptionSponsored by Locke Lord LLP

Friday, November 98:30–9:00 amContinental breakfastSponsored by Baker Hostetler

9:00–10:30 amGeneral Counsel roundtableThis panel, comprised of general counsels from leading hotel owners and brand compa-nies, will discuss the most pressing legal issues confronting the hotel and lodging industry.

Moderator

Kristin Campbell, Executive Vice President & General Counsel, Hilton Worldwide, Inc., McLean, VA

Panelists

Lawrence Cuculic, Senior Vice President & General Counsel, Best Western International, Phoenix, AZ

Frederick D. McKalip, Senior Vice President & General Counsel, RLJ Lodging Trust, Bethesda, MD

Rena Hozore Reiss, General Counsel & Secretary, Hyatt Hotels Corporation, Chicago, IL

Edward A. Ryan, Executive Vice President & General Counsel, Marriott International, Inc., Bethesda, MD

William J. Tennis, Executive Vice President, General Counsel & Corporate Secretary, DiamondRock Hospitality Company, Bethesda, MD

About Georgetown Law CLEWith more than 30 years of experience, Georgetown Law

has an established reputation in providing the legal commu-

nity with high-quality CLE programs. Developed with the

profession’s continually changing needs in mind, the

programs also meet the mandatory CLE requirements of

numerous state bar associations. Located in the heart of

the nation’s capital, we feature the country’s leading

officials, judges, and practitioners.

10:30–10:45 amNetworking breakSponsored by Holland & Knight

10:45 am–12:15 pm

breakouT sessioNs

session arecent developments under the americans with disabilities actThis panel will explore significant develop-ments under the U.S. Americans with Disabilities Act (ADA) during the past two years, including amendments to the ADA that became effective during this period, new Justice Department regulations under ADA (including the disputed swimming pool lift requirements), and increased enforcement of the ADA.

Moderator

Robert W. Lannan, Lannan Legal PLLC, Washington, DC

Panelists

Douglas J. Anderson, LCM Architects, Chicago, IL

Franceen Gonzales, Vice President of Risk Management, Great Wolf Resorts, Inc., Madison, WI

Eve Hill, Senior Counselor to the Assistant Attorney General for the Civil Rights Division, U.S. Department of Justice, Washington, DC

Rosemary O’Shea, Baker Hostetler, Orlando, FL

Minh N. Vu, Seyfarth Shaw LLP, Washington, DC

session bLabor & employment Law: What in-house and outside Counsel in the hotel industry should knowThis panel will discuss current labor and employment issues challenging the hotel industry. While the hotel industry has become the holy grail for organized labor, UNITE HERE does not organize through the traditional election process. Instead, it uses negotiations, arbitration, and corporate campaigns to secure card-check neutrality agreements. In this session we will discuss the effects of card-check and each of the tools that labor uses to achieve these agreements. Meanwhile, mandatory arbitration of employment disputes has been the center-piece for several hospitality employers’ employment relations programs. After a recent U.S. Supreme Court decision, it seems that such agreements can be used to eliminate class actions. Should unionized and non-unionized employers adopt mandatory arbitration systems? The panel will consider this issue as well. Finally, the National Labor Relations Act (NLRA) is not just for unionized employers anymore. The National Labor Relations Board has taken the position that the NLRA prohibits class-action waivers and protects employees from discipline related to Facebook posting in non-union settings.

This session discusses how the NLRA is relevant for non-union employers.

Moderator

Professor David Sherwyn, John and Melissa Ceriale Professor of Hospitality Human Resources, Cornell University School of Hotel Administration, Ithaca, NY

Panelists

Michael J. Gray, Jones Day, Chicago, IL

Mary Helen Medina, Revel Entertainment Group, LLC, Atlantic City, NJ

Melinda Renshaw, Senior Attorney, InterContinental Hotels Group, Atlanta, GA

Paul Salvatore, Proskauer Rose LLP, New York, NY

Paul E. Wagner, Stokes, Roberts & Wagner, Ithaca, NY

12:15–1:30 pmNetworking LunchSponsored by Lannan Legal PLLC

1:30–3:00 pmNegotiating Franchise agreements and management agreementsAttorneys who negotiate management and franchise agreements for hotel owners, management companies, and franchisors will discuss issues related to these negotia-tions, including: factors in choosing between management by a brand and brand franchise with third-party management, performance testing, and term lengths in today’s market.

Moderator

Joseph A. Guay, Holland & Knight, New York, NY

Panelists

Susannah Bennett, Vice President & Senior Counsel, Marriott International, Inc., Bethesda, MD

Margaret C. Egan, Vice President & Associate General Counsel, Hyatt Hotels Corporation, Chicago, IL

Richard J. Fildes, Lowndes, Drosdick, Doster, Kantor & Reed, PA, Orlando, FL

Timothy Q. Hudack, Eckert, Seamans, Cherin & Mellott, LLC, Pittsburgh, PA

Amy King, Senior Counsel, Hilton Worldwide, Inc., McLean, VA

About the American Hotel & Lodging Association Serving the hospitality industry for more than a century,

AH&LA is the sole national association representing all

sectors and stakeholders in the lodging industry, including

individual hotel property members, hotel companies,

students and faculty members, and industry suppliers.

Headquartered in Washington, DC, AH&LA provides

members with national advocacy on Capitol Hill, public

relations and image management, education, research and

information, and other value-added services to provide

bottom-line savings and ensure a positive

business climate for the lodging industry.

3:00–3:15 pmNetworking breakSponsored by Seyfarth Shaw LLP

3:15–4:30 pmdesign disputes between owners and brandsCastillo Grand LLC v. Sheraton Operating Corp. (involving the St. Regis Ft. Lauderdale) and other recent cases have highlighted disputes between hotel owners and brand companies over designs, brand standards, and project management. What is the responsibility of the brand company to provide design standards? Do today’s design standards exceed what is necessary for a hotel to be competitive? What discretion do brand companies need to meet customer expectations in a competitive lodging market? How can a well-drafted management/franchise/technical-assistance agreement define standards and roles and minimize disputes?

Moderator

Tara Gorman, Greenberg Traurig LLP, Washington, DC

Panelists

Alexandra Cole, Perkins Coie, Chicago, IL

Nancy Gourley, Vice President, Franchise Legal, LaQuinta Inns & Suites, Irving, TX

Paula Maggio, Senior Vice President, Secretary & General Counsel, Strategic Hotels & Resorts, Inc., Chicago, IL

Allison McCarthy, Holland & Knight LLP,

Ft. Lauderdale, FL

4:30 pmadjournment

Advisory Board MembersProgram Co-ChairsJ. Weili Cheng, Deputy General Counsel & Corporate Secretary, The Ritz-Carlton Hotel Company, LLC, Chevy Chase, MD

Robert W. Lannan, Lannan Legal PLLC, Washington, DC

advisory board membersElizabeth Abdoo, Executive Vice President & General Counsel, Host Hotels & Resorts, Inc, Bethesda, MD

Terence P. Badour, Executive Vice President, Law & Administration, Fairmont Raffles Hotels International, Toronto, ON

Kathleen Barlow, Senior Vice President & Assistant General Counsel, Marsh, Inc., Washington, DC

Christopher L. Bennett, Chief Administrative Officer & General Counsel, Interstate Hotels & Resorts, Arlington, VA

Banks Brown, McDermott, Will & Emery, General Counsel, American Hotel & Lodging Association, New York, NY

Kristin Campbell, Executive Vice President & General Counsel, Hilton Worldwide, Inc., McLean, VA

Courtney G. Capute, Venable LLP, Baltimore, MD

Mark Chloupek, Executive Vice President & General Counsel, LaQuinta Inns & Suites, Irving, TX

Tracy Colden, Law Offices of Tracy M.J. Colden, Miami Beach, FL

Lawrence Cuculic, Senior Vice President & General Counsel, Best Western International, Phoenix, AZ

Pierre Donahue, Executive Vice President & General Counsel, Barcelo Crestline Corporation, Fairfax, VA

Richard J. Fildes, Lowndes, Drosdick, Doster, Kantor & Reed, PA, Orlando, FL

Jared Garner, Associate General Counsel, Americas, Carlson Rezidor Hotel Group, Minnetonka, MN

Joseph A. Guay, Holland & Knight, New York, NY

Nancy Haggerty, Michael, Best & Friedrich, LLP, Chair, Committee on Hotels, Resorts and Tourism, ABA Real Property Trust & Estate Law Section, Milwaukee, WI

Forrest A. Hainline, Goodwin Procter LLP, San Francisco, CA

James H. Hunter, Executive Vice President & General Counsel, Marriott Vacations Worldwide Corporation, Orlando, FL

J. Michael Jarrard, Jarrard & Lowrey, Gaithersburg, MD

Jerome J. Kraisinger, Senior Vice President & General Counsel, Avendra, LLC, Rockville, MD

Richard Lucas, Executive Vice President & General Counsel, Walker & Dunlop, Inc., Bethesda, MD

Raymond D. Martz, Executive Vice President & Chief Financial Officer, Pebblebrook Hotel Trust, Bethesda, MD

Andrea M. Mattei, Group Vice President—Legal, Wyndham Worldwide Corporation, Parsippany, NJ

Frederick D. McKalip, Senior Vice President & General Counsel, RLJ Lodging Trust, Bethesda, MD

Mary Helen Medina, Senior Vice President & General Counsel, Revel Entertainment Group, LLC, Atlantic City, NJ

Nelson F. Migdal, Greenberg Traurig LLP, Washington, DC

Laura B. Mutterperl, Senior Director & Associate General Counsel, Starwood Hotels & Resorts Worldwide, Inc., Stamford, CT

Bruce E. Parmley, Hogan Lovells, Washington, DC

Rena Hozore Reiss, General Counsel & Secretary, Hyatt Hotels Corporation, Chicago, IL

Edward A. Ryan, Executive Vice President & General Counsel, Marriott International, Inc., Bethesda, MD

Steven W. Smith, Senior Vice President & General Counsel, Americas, InterContinental Hotels Group, Atlanta, GA

William J. Tennis, Executive Vice President, General Counsel & Corporate Secretary, DiamondRock Hospitality Company, Bethesda, MD

Kimberly A. Wachen, Arent Fox LLP, Washington, DC

Simone Wu, Senior Vice President, General Counsel & Corporate Secretary, Choice Hotels International, Inc., Silver Spring, MD

Get a Head Start!For your convenience, all course materials will be emailed to you prior to the program. Benefits of downloadable course materials include:

Effortless search features. Save time by using key-words to search downloadable course materials rather than flipping through a course book.

More in-depth content. Without page constraints, speakers will have the opportunity to provide more comprehensive materials. Materials will also be updated one week after the Summit and this version will be emailed to you.

Easily transportable. There’s no need to lug around a heavy course book. Download the materials to a flash drive or laptop, or only print the articles that you need. You can revisit the materials online even after the program has concluded.

Environmental savings. Review all the course files in advance and print only those that you need or find helpful.

Using a tablet?

All course materials are

now fully accessible on all

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Program Details Hotel Reservations

Take advantage of Georgetown Law’s corporate rate at three nearby hotels—use the codes noted below when making your reservation.

Hyatt Regency Washington D.C. on Capitol Hill 400 New Jersey Avenue NW, Washington, DC 20001 800.233.1234www.washingtonregency.hyatt.com (Corporate/Group code #58549)When reserving via phone, ask for Corporate Number 58549.

The Liaison Capitol Hill, an Affinia Hotel415 New Jersey Avenue NW, Washington, DC 20001 202.638.1616http://bit.ly/liaison_capitol_hillWhen reserving via phone, ask for the Georgetown Rate.

The Hotel George15 E Street NW, Washington, DC 20001 800.576.8331www.hotelgeorge.com (Use the Georgetown Law Rate Code GUL)When reserving via phone, ask for the Georgetown Rate.

DisclaimerSpeakers are subject to change.

Special Needs or Dietary RestrictionsCall 202.662.9890 or email cle@law.georgetown.edu

ScholarshipsGeorgetown Law CLE makes every effort possible to provide equal educational opportunities to all. We provide a limited number of scholar-ships on a case-by-case basis. Apply online at www.law.georgetown.edu/cle or apply in writing no later than 5:00 pm EST on Monday, October 15, 2012 to:Scholarship Committee, Georgetown Law CLE,600 New Jersey Avenue NW, Washington, DC 20001 or fax to 202.662.9891.

Cancellations/Rain Checks/SubstitutionsPlease send your cancellation notice via fax to 202.662.9891 or email cle@law.georgetown.edu by 5:00 pm EST on Thursday, November 1, 2012 for a refund (less $100 administrative fee). Rain checks for a future program will be granted for cancellations received after November 1, and prior to the start of the program. Substitutions are accepted at any time prior to the program.

Course Materials As part of Georgetown Law’s efforts to “go green,” all course materials will be provided to you via email prior to the program. Please note, you will not receive a hard-copy book or CD-ROM including the materials. Additionally, there will not be a printer available on-site for printing. We encourage you to download the course materials and preprint any materials you would like to reference during the program. Please consider the environment before printing your materials.

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GEORGETOWN LAW C O N T I N U I N G L E G A L E D U C AT I O N

The 2012 Hotel & Lodging Legal Summit

Thursday & Friday, November 8–9 , 2012

GEOrGETOwN UNIvErSITy LAw CENTEr, wASHINGTON, DC