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R. Marshall Grodner

Adams & Reese

PartnerBaton Rouge, LA
Commercial FinanceBaton Rouge, LA

Recognized for

Commercial Finance

The Elite Counsel Perspective

Marshall’s judgment in major commercial finance transactions is exceptional, backed by the stature of a former president of the American College of Commercial Finance Lawyers.

Marshall’s judgment in major commercial finance transactions is exceptional, backed by the stature of a former president of the American College of Commercial Finance Lawyers.

— Elite Counsel
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Overview

Marshall’s practice centers on commercial finance and secured lending, alongside commercial transactions, opinion letters and commercial real estate. He represents Louisiana and out-of-state lenders in large transactions at the local, regional and national levels. His work in commercial finance is complemented by leadership in professional organizations: he is a former president of the American College of Commercial Finance Lawyers and a past president of the Association of Commercial Attorneys. He has also held leadership roles with the American Bar Association’s Commercial Finance Committee, its Loan Documentation Subcommittee and the Business Law Section’s Joint Task Force for Deposit Account Control Agreements.

In real estate finance, Marshall has represented both lenders and borrowers in large Louisiana transactions involving acquisition, construction and project financing, as well as refinancing. The properties have included casinos, offices, industrial sites, auto dealerships and apartment complexes. He has served as local Louisiana counsel on numerous national and multi-state commercial real estate transactions and has advised several lenders on multi-state transactions involving real estate outside Louisiana.

Marshall also acts as general and local counsel for borrowers in complex local, regional and multi-state transactions. He regularly provides legal opinions addressing secured transactions, real estate finance and securitizations, including standard third-party closing, true sale and non-consolidation opinions. A licensed Louisiana title insurance agent for most major title insurance companies, he regularly issues policies to lenders, purchasers and lessees of Louisiana property. His professional involvement in commercial real estate includes active membership in the American College of Real Estate Lawyers and the American College of Mortgage Attorneys.

Representative Experience

  • Represented sellers in numerous sale/securitization transactions involving electronic chattel paper. These transactions involved complex securitization issues as well as the formation of a titling trust. The opinions issued for each transaction involved an eVault storage system UCC opinion, as well as detailed true sale and non-consolidation opinions, in addition to standard closing opinions.
  • Served as local Louisiana counsel to the purchaser of approximately 16 car dealerships in the greater Baton Rouge area. This transaction involved the purchase of 16 individual properties, including some with complex title issues.
  • Served on a multi-disciplinary team of transactional, real estate, commercial finance, and environmental lawyers collaborating regarding a complex agreement with the seller (and adjacent property owner) to complete a $9.4 million re-subdivision and purchase of the property in question.
  • Played an instrumental role in a high-profile acquisition for a leading provider of colocation, cloud, and cybersecurity services.
  • Played a pivotal role in orchestrating a highly successful commercial real estate transaction for a large student housing developer.
  • Represented a national real estate developer as local counsel regarding its acquisition of two commercial properties purchased for the development of retail strip centers: reviewed purchase agreements, titles, surveys, and all closing documents, and saw the properties through closing.
  • Served as local Louisiana counsel to a private real estate investment and operating company regarding its acquisition of numerous apartment complexes located throughout the United States. Four of the properties were located in Baton Rouge. The total acquisition costs for the Baton Rouge properties were close to $100 million.
  • Represented a subsidiary regarding a public offering and credit facility: rendered advice on state real estate issues and rendered local counsel opinions regarding the offering and credit facility.
  • Served as general counsel to a bank regarding a loan and amendments thereto to an auto premium finance company. The matter involved complicated insurance regulatory and UCC issues.
  • Issued approximately 20 UCC perfection opinions based on various states’ versions of the UCC regarding at least two tranches of this transaction.
  • Represented the client as local counsel in the financing and acquisition of a large industrial processing facility in south Louisiana from a seller in the midst of bankruptcy proceedings.
  • Served as local counsel and title agent regarding the acquisition of approximately nine separate parcels of land. The acquisition involved multiple different owners and a complicated servitude parking agreement with the city.
  • Reviewed the title for several locations for the owner/operator of medical office buildings for a national health care provider: reviewed title abstracts on the properties being purchased, prepared title commitments, and issued title insurance policies.
  • Served as local counsel for the refinance of two existing apartment complexes: prepared and approved all lending documents, underwrote title, and issued title insurance.
  • Served as lead counsel to an agricultural refinery regarding a term loan, bond facility, and refinancing of a working capital facility totaling $300,000,000: negotiated the credit facility documents and issued a legal opinion based on multiple states’ laws.
  • Served as lead counsel to an industrial vendor and its subsidiaries regarding their primary $100,000,000 credit facility: negotiated the credit facility documents and issued a closing opinion.
  • Served as local counsel and title agent regarding construction financing for a student housing project.
  • Served as local counsel and title agent to a bank regarding a synthetic lease transaction involving a syncrolift and related leasehold mortgage.

Education

  • Louisiana State University Paul M. Hebert Law Center, J.D. | 1990
  • Louisiana State University, B.A. | 1983

Admissions

Bar Admissions

  • Louisiana

Court Admissions

  • United States District Court for the Eastern District of Louisiana
  • United States District Court for the Middle District of Louisiana
  • United States District Court for the Western District of Louisiana
  • United States Court of Appeals for the Fifth Circuit

Honors & Recognition

  • Chambers USA Guide, Louisiana Real Estate, 2024-2026
  • Martindale-Hubbell™, AV Preeminent® Peer Review Rated Lawyer
  • Best Lawyers® - Commercial Transactions/UCC Law, Equipment Finance Law, 2007–2027
  • Best Lawyers Baton Rouge, Commercial Transactions / UCC Law Practice “Lawyer of the Year,” 2022 and 2025
  • Louisiana Super Lawyers, (Business/Corporate, Real Estate), 2007, 2009–2012, 2014–2025

Professional Associations

  • Louisiana State Law Institute, Reporter, Uniform Commercial Code Committee
  • American Bar Association, Business Law Section, Member, Council; Past Chair, Commercial Finance Committee; Co-Chair, Joint Task Force on Deposit Account Control Agreements; Founding Chair, Asset Based Lending, Factoring and Floor Planning Subcommittee of the Commercial Finance Committee; Past Chair, Loan Documentation Subcommittee of the Commercial Finance Committee
  • American Bar Association, Real Property, Trust, and Estate Law Section, Member, Editorial Board, “Opinion Matters;”; Past Group Chair, Real Property Litigation and Ethics and Professionalism Group; Past Chair, Ethics and Professionalism Committee
  • American College of Commercial Finance Lawyers, Chair, Legal Opinions Committee (2022-present); Fellow (2005–present); President (2021–2022); President Elect (2020–2021); Vice President (2019–2020); Treasurer (2017–2019); Regent (2006–2009)
  • Association of Commercial Finance Attorneys, Member, Board of Directors (2006–present); President (2017–2019)
  • American College of Real Estate Lawyers, Vice Chair, Professional Responsibility Committee (2025-present); Fellow (2007–present); Secretary, Attorneys’ Opinion Committee (2017–2019)
  • American College of Mortgage Attorneys, Co-Chair, Attorneys’ Opinions Committee, (2025-present); Fellow, (2022-present)
  • Uniform Law Commission (ULC), Observer, Commercial Finance Disclosure Study Committee (2023-present); Observer, Model 2022 Amendments to the Uniform Commercial Code: UCC and Emerging Technologies Drafting Committee (2019-2022)
  • Secured Finance Network (SFNet), Member Education Committee (2020-present); Member, Editorial Board, Compendium of Secured Finance Law (2022-present)
  • International Conference of Shopping Centers (ICSC)
  • Equipment Leasing and Finance Association
  • Louisiana State Law Institute, Member, Uniform Commercial Code Committee; Reporter, Adjudicated Property Committee
  • Louisiana Bankers Association, Member, Bank Counsel Committee
  • Louisiana State Bar Association
  • Louisiana Land Title Association
  • Baton Rouge Bar Association

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