In one sentence
The attorney representing the borrower, negotiating documents and delivering the entity and authority items the lender requires.
The longer version
Borrower's counsel negotiates for the borrower and produces its side of the file: organizational documents, resolutions, and the legal opinion. Their responsiveness is often the pacing factor on the borrower side.
Much of what borrower's counsel owes is early-collectible, which is why deals that request entity items at kickoff avoid a late scramble.
Common questions
- What does borrower's counsel do in a loan closing?
- Negotiates the loan documents, delivers organizational and authority documents, gives the legal opinion, and coordinates the borrower's signatures and deliveries.
- Why does borrower's counsel give a legal opinion?
- Because the lender relies on independent confirmation that the borrower exists, is authorized and that the documents are enforceable, and borrower's counsel is best placed to give it.
- What slows borrower's counsel down?
- Waiting on the client for entity documents, signatures and consents, and late-arriving third-party items such as estoppels.
Keep reading
- The commercial loan closing checklistWhat goes on the list and who owns each line.
- The due diligence checklist, built to be runChecklists as systems, not documents.
- The commercial loan closing processThe five stages from term sheet to funded.
- Commercial loan softwareWhere this sits in the lending stack.