Real Estate Police Officer

Michael B. Schwegler

**** ****** **** *****************@*****.*** 615-***-****(C/H)

Nashville, Tennessee 37221

Legal Experience

McGlinchey Stafford PLLC, Nashville, Tennessee

Member, September 2021 - October 2022

Advise creditors, lenders, businesses and FinTech companies in transactional and litigation engagements, with experience in every phase of commercial lending operations, including negotiating transaction terms and preparing loan documents, as well as developing compliant loan products, services, and programs; business formation and governance; and closing loans, including real estate, construction, industrial, and asset-backed loans. Practice areas include Bankruptcy and creditors’ rights; workouts; real estate development, zoning, and land use; Article 9 and other UCC transactions and compliance advice; real and personal property sales; and lien priority issues, as well as the law of most other related disciplines, including consumer finance compliance; consumer finance litigation; regulation of financial institutions; aircraft financing; purchase and sale of professional practices; resolution of real estate, land use, title, and leasehold issues and disputes; commercial, single-family, and multi-family repossessions, foreclosures, and post-foreclosure deficiencies; collections; and commercial litigation in state and federal trial and appellate courts.

Stites & Harbison, PLLC, Nashville, Tennessee

Member, December 2018 – August 2021

Represent lenders, creditors and businesses in commercial and consumer lending transactions, UCC disputes, consumer finance regulation and compliance, Bankruptcy and creditors’ rights, real estate and workout engagements, as well as mortgage, construction, condominium, financial services and general commercial litigation matters. Specific expertise preparing, drafting and enforcing commercial loan documents for lenders in real estate, C & I, construction and asset-backed finance transactions. Additional experience serving as counsel for indenture trustees; reviewing, drafting and preparing transportation industry transit and purchase and sale agreements; and advising landlords in large multi-state Bankruptcy cases.

Ernest B. Williams IV, PLLC and MBSLaw, PLLC, Nashville, Tennessee

Member/Owner, June 2015 – November 2018

Associate, 2010 - 2015

Represented and advised community banks, regional banks, thrifts, other lenders and businesses in litigation matters and all aspects of consumer and commercial lending operations, including but not limited to: negotiating terms of business transactions; preparation of loan documents; development of consumer financial regulation-compliant loan products, services and programs; business formation; closing consumer and commercial loans, including construction loans; Bankruptcy and creditors’ rights; workouts; real estate development, zoning and land use; resolution of real estate, land use, title and leasehold issues and disputes; commercial, single-family and multi-family repossessions, foreclosures and post-foreclosure deficiencies; collections; aircraft financing; purchases and sales of professional practices; Article 9 transactions, sales and lien priority issues; and consumer financial regulation and compliance, such as ECOA/Reg. B, RESPA/Reg. X, TILA/Reg. Z, PTFA, portions of Dodd Frank, and applicable state regulations.

Other, smaller, practice areas included general litigation; restaurant and hospitality industry transactions and litigation; plaintiffs’ personal injury litigation; federal civil rights and constitutional litigation; labor and employment litigation; insurance coverage disputes; administrative review litigation; criminal defense; and estate planning litigation.

Mills & Cooper, Attorneys at Law, Brentwood, Tennessee

Associate, 2006 – 2009

State and federal trial and appellate litigation practice representing municipal entity defendants, private plaintiffs and private defendants in civil rights, municipal liability, personal injury, medical malpractice, insurance coverage, contract dispute, land use, employment, education and administrative review litigation.

State of Tennessee, Office of the Attorney General and Reporter, Civil Rights and Claims Division, Nashville, Tennessee

Assistant Attorney General, 2003 – 2006

Defense counsel for the state of Tennessee in civil rights, personal injury, state taxation, workers’ compensation and administrative cases, managed all facets of civil litigation from initial investigation through discovery, preparation of all pre-trial motions and materials, trial and appeal.

Publications

Author, Tennessee Section, Commercial Lending Law, Third Edition: A Jurisdiction-by-Jurisdiction Guide to U.S. and Canadian Law, American Bar Association, Business Law Section (2023, pending).

Author, Hearts and Thoughts Fade Away, but a Dragnet Clause Means Your Deed of Trust’s Lien May Not, The Tennessee Banker, September/October 2022 (republished in JDSupra and other resources).

Author, Understanding the Role of Inventory as Assets, Auto Finance News, May 2022.

Co-Author, United States: Ninth Circuit Holds Delta-8 THC Products Are Federally Legal, Cannabis Law Report, May 2022 (republished in JDSupra and other resources).

Co-Author, Proposed Federal Marijuana Reform: Financial Services Industry Primer, Cannabis Law Report, April 2022 (republished in JDSupra and other resources).

Author, The Importance to Lenders of Standard Mortgage Clauses in Insurance Policies, The Tennessee Banker, September/October 2020.

Author, Finally: The CFPB Has Returned . . . To The Final Rule Implementing the FDCPA In The 21st Century, Mondaq, November 2020.

Author, The Tennessee COVID-19 Recovery Act, Mondaq, August 2020.

Co-Author, GSEs Announce New Fee for Consumer Residential Loan Refinances: Lenders Brace for Added Costs and Potential Compliance Concerns, Mondaq, August 2020.

Co-Author, Main Street Loan Program, Mondaq, July 2020.

Author, Real Estate 2019: Irregular Transactions and Real Estate Essentials 2019, Tennessee Bar Association, June 2019.

Co-Author, Tennessee Section, Commercial Lending Law, Second Edition: A Jurisdiction-by-Jurisdiction Guide to U.S. and Canadian Law, American Bar Association, Business Law Section (2016).

Co-Author, Tennessee Section, The Law of Guaranties: A Jurisdiction-by-Jurisdiction Guide to U.S. and Canadian Law, American Bar Association, Business Law Section (2013).

Co-Author, Tennessee Foreclosure Practice Update: What We Now Know Following Recent Changes to Foreclosure Practice, The Tennessee Banker, January 2013.

Education

Vanderbilt University Law School, Nashville, Tennessee

Juris Doctor, 2002

Articles Editor, Vanderbilt Journal of Entertainment and Technology Law

Vice President, Phi Delta Phi

Participant, Moot Court

Miami University, Oxford, Ohio

Bachelor of Arts, History and Diplomacy & Foreign Affairs, 1999

Admissions

Licensed to practice in all Tennessee state and appellate courts; U.S. Court of Appeals, Sixth Circuit; U.S.D.C, M.D. Tenn.; U.S.Bankr.C., M.D. Tenn.; U.S.D.C., W.D. Tenn.; U.S.Bankr.C., W.D. Tenn.; U.S.D.C., E.D. Tenn.; U.S.Bankr.C., E.D. Tenn.

Affiliations

American Bar Association

Member, Business Law Section; Chair, Real Estate Finance Subcommittee of the Commercial Finance Committee;

Member, Section of Real Property, Trust and Estate Law

Tennessee Bar Association, Member

Nashville Bar Association, Member

Tennessee Bankers Association, Affiliate Member; TBA, Lawyers’ Committee

Association of Commercial Finance Attorneys, Member

Conference on Consumer Finance Law, Member

International Factoring Association, Affiliate Member

Tennessee Consumer Finance Association, Member

Tennessee Supreme Court Historical Society, Member

Urban Land Institute, Member

Representative Engagements and Accomplishments

See Attached.

Representative Engagements and Accomplishments

Advised nation-wide lenders and finance providers as to compliance with new commercial finance transaction disclosure requirements in California, New York, Utah and Virginia.

Prepared and drafted Tennessee-specific commercial real estate loan document forms and templates for numerous nation-wide lenders.

Prepared and drafted commercial loan document forms and templates for use by lender in commercial loans secured by liens on exotic motor vehicles.

Advised nation-wide commercial auto financers with respect to compliance with lessees’ and borrowers’ cannabis-related business activities.

Advised lenders and FinTech businesses as to commercial lending models and principles in cutting-edge consumer-facing end-use products and business-to-business applications.

Advised manufactured home financers on new regulatory distinctions for “modular” homes, and as to developments in the consumer loan market for indebtedness secured by loans on real property.

Successful representation of transferee relative in Adversary Proceeding by Chapter Trustee alleging debtor’s fraudulent transfers to relative.

Advised lenders and FinTech businesses as to applicability of UCC Article 5 and ISP 98 principles, terms and requirements in novel uses of letter-of-credit financing for consumer products.

Advised lenders and FinTech clients as to detailed, sometimes arcane, distinctions between commercial and consumer lending operations, and regulatory compliance issues related to same.

Represented lender and borrower in Tennessee portions of $350MM refinance transaction involving multi-state real property and personalty collateral.

Advised industrial and manufacturing client in transportation contracts, purchase and sale agreements and general corporate contracts.

Advised affordable housing lender and developer in new Tennessee projects.

Successfully represented national bank in litigation against credit union for breach of presentment warranties under UCC Articles 3 and 4.

Assisted in negotiations for long-term lease for luxury hotel development in Downtown Nashville.

Prepared and drafted commercial loan document forms and templates for use by hard money lender in commercial loans secured by liens on residential renovation/redevelopment collateral.

Successful representation of high-profile restaurant owner and guarantor in lease dispute following termination of business.

Advised nation-wide depository financial institution as to federal and state regulatory compliance for program of large unsecured loans to high-net worth Tennessee consumers.

Advised lenders as to compliance with Tennessee statutory governance of remote and online signature, execution, notarization and recordation of loan documents and recordable instruments, including deeds, deeds of trust, and subordination and non-disturbance agreements.

Successful representation of several landlord creditors in nation-wide retailers’ Chapter 11 reorganizations.

Local counsel for lender on a prominent, large mixed-use development in Downtown Nashville—including both $350MM construction finance and post-completion refinance transactions.

Successfully represented lender holding oversecured claims on debtor’s dirt collateral in Chapter 11 Bankruptcy of automobile dealer.

Regular representation of insureds in title insurance coverage and claims engagements, including successful representations of lien holders in coverage cases.

Secured summary judgment for client in a multi-million dollar will contest.

Successful representation of judgment creditor in receivership over and subsequent liquidation of judgment debtor’s extensive real estate holdings, resulting in complete recovery for creditor, including payment of all attorneys’ fees and costs of collection.

Successful recovery of creditors’ collateral in numerous federal civil seizure engagements, including exotic motor vehicles and resolution of federal title and lien claims upon real property.

Successful representation of lender in commercial foreclosure proceedings and civil action by borrower alleging defective lien and security instrument.

Local counsel on large corporate indenture transactions.

Successfully represented judgment creditor in judgment debtor’s individual Chapter 11 case following imposition of seven-figure jury verdict against judgment debtor.

Successfully represented unit owners in connection with HOA’s multi-million dollar assessment for structural and other repairs against small segment of all unit owners.

Represented property owners in title, lien priority, boundary, partition and other real estate disputes.

Engineered the conversion of a seven-story office building from multi-unit office condominium consisting of numerous parcels to a single parcel to accomplish sale of the building.

Assisted in drafting national bank’s loan documents for luxury boutique hotel in Downtown Nashville.

Successfully represented nation-wide finance lessor in fraud and breach of contract dispute with vendor under UCC Article 2A.

In two separate, lengthy engagements involving the same collateral, (a) obtained full repayment for first-priority secured lender in representation, negotiations and complex litigation—in U.S. District and Bankruptcy Courts, and North Carolina state court—on behalf of lender involving owner of firearms manufacturer borrower’s alleged violations of federal firearm export statutes and regulations, federal criminal investigation, UCC Article 9 sale of borrower’s collateral, 11 U.S.C. § 363 asset sale, and ultimate resolution; and (b) resolved subsequent lender’s claim to and lien rights in firearm collateral (i.e 4,000 “machine guns” as defined by the NFA and other applicable federal law) physically seized and held by the ATF during a second Article 9 sale.

Advised and represented secured lender in multi-state transactional negotiation, litigation and ultimate workout situation involving foreclosure of lender’s first priority interest in residential Tennessee real estate; lender’s exercise of rights following default as to cross-collateralized Florida commercial property; complex title disputes, including dispute with other secured lender; complex contractual/leasehold interest disputes; and subsequent state trial and appellate court litigation in Tennessee and Florida.

Advised and represented primary lender (pursuant to participation agreement) in foreclosure of high-rise, multi-family, high-end condominium development; subsequent reorganization of horizontal property regime and sale of residential units; and resolution of post-foreclosure deficiency indebtedness due and owing from commercial guarantors.

Advised and represented secured lender in large workout and settlement involving subcontractor, two general contractors, a property owner/developer, a bank and an attorney; foreclosure-related issues; involving a partially completed residential real estate development; with lengthy litigation in at least one state court case; issues involving priority of purchase, M&M and construction liens, pursuant to Tennessee statutes; and land use and easement issues.

Advised and represented secured lender in large workout and settlement involving very large, partially completed residential real estate development; foreclosure; one U.S. District Court case and two Bankruptcy cases; bank participation issues; subsequent control and sale of development; commercial purchase rights; title issues; and negotiated and closed ultimate REO sale of subject property.

Advised and represented investor in (ultimately, successfully mediated) dispute with LLC co-member with respect to multi-million dollar contributions to and distributions from LLC.

Advised and represented defendant mortgage lender in litigation and ultimate settlement of consumer dispute with unorthodox proceedings in state and Bankruptcy courts, and numerous communications with state and federal administrative, regulatory and legislative entities.

Resolved and closed on millions of dollars’ worth of settlements, nonjudicial foreclosures, judicial foreclosures, Article 2A repossessions and collections, and work out deals in other consumer, commercial and construction-related lending disputes, including litigation in all Tennessee state, federal and Bankruptcy courts.

Obtained multiple six figure judgments against commercial and consumer borrowers and guarantors on unpaid home equity lines of credit; unpaid unsecured loans; pre-foreclosure unpaid secured commercial loans; post-foreclosure deficiencies, and have collected hundreds of thousands of dollars in connection therewith.

Post-judgment recovery of over $350,000.00 from commercial guarantor in default who attempted to shield assets in overfunded tax-advantaged retirement accounts designated as tenants by the entireties.

Obtained favorable settlement for first-priority mortgagee from homeowners’ insurance carrier following homeowner’s “foreclosure rage” destruction of mansion, as part of large dispute between community bank and co-borrowers on separate lines of indebtedness involving a workout, two state court cases and one appeal, one Bankruptcy case, at least one foreclosure and execution issues following entry of judgment against one borrower.

Drafted proposed amendment to Tennessee fire loss statute to require the use of a standard mortgage clause in policies insuring property.

Obtained appellate reversal of qualified immunity denial for seven individual-capacity defendants in Fourth Amendment invasion of privacy case.

Second-chaired defense in five-week long personal injury trial where jury assigned comparative fault to minor plaintiffs’ attorneys and parents.

Obtained summary judgment and appellate affirmance for school board, employee and contractors on claims asserted under § 1983, § 504 and IDEA in wrongful death case.

For plaintiff, obtained appellate affirmation of denial of qualified immunity for police officer on Fourth Amendment claims.

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