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R. Marshall Grodner

Partner

Corporate

Baton Rouge

225.378.2174
Marshall_Grodner
  • Overview
  • Recognitions
  • Experience
  • Affiliations
  • Insights

Overview

Marshall Grodner concentrates primarily on commercial transactions, secured transactions, commercial finance, opinion letters, and commercial real estate.

In commercial finance, especially secured lending, Marshall represents both Louisiana and out-of-state lenders in large commercial transactions locally, regionally, and nationally. His acknowledged experience and reputation in commercial finance have led to his former presidency of the American College of Commercial Finance Lawyers (ACCFL) and past presidency of the Association of Commercial Attorneys. He has also served in numerous leadership roles for the Commercial Finance Committee of the Business Law Section of the American Bar Association (ABA), the Joint Task Force for Deposit Account Control Agreements of the Business Law Section of the ABA, and the Loan Documentation Subcommittee of the Commercial Finance Committee of the Business Law Section of the ABA.

In real estate finance, specifically, Marshall has served as both lender’s and borrower’s counsel regarding large commercial real estate financing transactions, including acquisition finance, construction finance, project finance, and refinancing, on casinos, offices, industrial sites, auto dealerships, and apartment complexes in Louisiana. He has also served as local Louisiana counsel on numerous national and multi-state commercial real estate transactions. In multi-state transactions involving real estate outside of Louisiana, Marshall has advised several lenders. As general and local counsel for borrowers in complex multi-state, regional, and local transactions, Marshall regularly issues legal opinions concerning secured transactions and real estate finance and securitizations, including standard third-party closing opinions, true sale opinions, non-consolidation opinions, and other opinions.

Marshall is a licensed Louisiana title insurance agent for most of the major title insurance companies and regularly issues title insurance policies to lendrs, purchasers, and lessees of property in Louisiana. Well known in the commercial real estate sphere, Marshall has served as an active member in organizations such as the American College of Real Estate Lawyers (ACREL) and the American College of Mortgage Attorneys.

A frequent author, speaker, and educator on real estate and finance-related topics, Marshall writes and gives presentations nationally on opinion letter topics and issues. He has served as a contributing reporter for the Real Property Trust & Estate Law Journal and is a member of the Editorial Board of “Opinion Matters,” a publication of the Trust and Estate Section of the ABA dealing with legal opinion issues. His list of publications and presentations spans decades. He has authored or co-authored numerous articles in law reviews and other publications dealing with secured transactions, commercial real estate, opinion letters, and other business law issues. He has also delivered lectures and papers throughout the country dealing with loan documentation, transactions, ethics and professionalism in the transactional context, and real estate law. As an educator, Marshall served as an adjunct professor at the Louisiana State University Law Center.

Publications & Presentations

  • “What You Can Do and What Should You Do: Some Moral and Ethical Dilemmas in the Transactional Context,” May 8, 2023
  • “What Louisiana companies need to know about cryptocurrency and digital transactions,” Greater Baton Rouge Business Report, November 21, 2022
  • “A Modest Proposal: Follow-On Legal Opinions,” January 13, 2021
  • “4 Applications for Titling Trusts,” December 4, 2019
  • “Purchase Money Security Interests (PMSI),” 2012
  • “Additional Report of the Joint Task Force on Deposit Account Control Agreements.” May 2009
  • “Louisiana Chapter in Commercial Lending Law: A State By State Guide,” 2009
  • “Form Borrower’s Counsel Perfection Opinion,” 2009
  • "Basics of UCC Articles 9 and 12 – Your Guide to Security Interests," American Bar Association Learning Webinar, January 14, 2026
  • American Bar Association (ABA) 2025 Business Law Fall Meeting, September 18-19, 2025
  • "Navigating UCC Issues in Real Estate Finance Opinions: The ABA/ACMA/ACREL/ACCFL Opinion Report," Strafford Webinar, August 7, 2025
  • "Ruminations on Ethics and Professionalism," The Association of Commercial Finance Attorneys 2025 Continuing Legal Education Weekend, June 1, 2025
  • "Bordering on the Edge: Multijurisdictional Practice Issues for Inside and Outside Counsel," ABA's 37th Annual Real Property, Trust, and Estate (RPTE) National CLE Conference, April 30, 2025
  • American Bar Association (ABA) 2025 Business Law Spring Meeting, April 24-26, 2025
  • "Follow-on Legal Opinions in Real Estate and Uniform Commercial Code Loan Modifications," Stafford Webinar, December 20, 2024
  • "Why Does My Lawyer Have to Do That? Ruminations on Legal Ethics and Professionalism," SFNet 80th Annual Convention, November 14, 2024
  • "The Nuts and Bolts of Asset-Based Lending," American Bar Association Business Law Section, November 6, 2024
  • "Legal News CEOs Can Use," ELFA Annual Convention, October 28, 2024
  • "UCC3 Financing Statement Amendments: Avoiding Loss of Lien Perfection or Priority," June 20, 2024
  • "Discovering NFTs: What Your Company Needs to Know About NFTs in 2023," December 11, 2023
  • "Navigating UCC Issues in Real Estate Finance Opinions: The ABA/ACMA/ACREL/ACCFL Opinion Report," August 29, 2023
  • "Structuring Opinions of Counsel in Real Estate Finance Transactions," May 31, 2023
  • "Security Interests in Limited Liability Company and Partnership Interests: How to Get It and What Do You Get," April 28, 2023
  • "Unpacking the Future: What You and Your Clients Need to Know About Transacting in Digital Assets and Electronic Commerce," February 16, 2023
  • "Unpacking the Boom: What Your Company Needs to Know about NFTs 2022," November 10, 2022
  • "Finance Transactions: Structuring Legal Opinions for Amendments, Joinders, New Collateral, and Extensions," October 11, 2022
  • "Ethical and Professionalism Dilemmas in the Transactional Context: Can You Do It and Should You Do It?," September 16, 2022
  • "Structuring Opinions of Counsel in Real Estate Finance Transactions," September 13, 2022
  • "Practice Area Insights — Digital Assets: A Brave New World," June 28, 2022
  • "Structuring Opinions of Counsel in Real Estate Finance Transactions," May 4, 2022
  • "NFTs, Tokenization, and You: Lessons for Business Lawyers," November 18, 2021
  • "Tokenization of Intellectual Property Rights and Digital Assets via NFTs and Use of NFTs as Collateral," September 22, 2021
  • "Finance Transactions: Structuring Legal Opinions for Amendments, Joinders, New Collateral, and Extension," July 22, 2021
  • "A Primer on Commercial Finance Legal Opinions: The Basics that Opinion Givers and Opinion Recipients Need to Know," June 24, 2021
  • "The Ethics of RON (Remote Online Notary) Practice," April 22, 2021
  • "COVID-19 Infects Real Property: The Impact on the Real Estate Market and its Implications for the Real Estate Attorney," April 22, 2021
  • "Amendments, Joinders, and Reaffirmations: Follow On Legal Opinions in Commercial Finance," April 21, 2021
  • "COVID-19 and Real Property: What Lenders and Borrowers Need to Know," April 20, 2021
  • "Navigating U.C.C. Issues in Real Estate Finance Opinions,", March 24, 2021
  • "Delivering Digital Lending Solutions in the COVID-19 Era," October 7, 2020
  • "The UCC and Emerging Technologies: Transactional Conundrums," September 10, 2020
  • "Navigating UCC Issues in Real Estate Finance Opinions," September 3, 2020
  • "The Aftermath of the CARES Act: What Lenders and Borrower Need to Know," June 18, 2020
  • "Red Flags in Appraisals – What the Savvy Lawyer Can Spot in Appraisal Reports," May 14, 2020
  • "Ethics and Professionalism in the Transactional Context: Ruminations Part 9.5," November 15, 2019
  • "Are your Loan Documents up to Date?—Divisions, Registered and Protected Series and the Like," November 15, 2019
  • "Uniform Commercial Code Opinions in Real Estate Finance Transactions," November 6, 2019
  • "Electronic Chattel Paper and Electronic Vaults," October 15, 2019
  • "Ethical Considerations When Using Appraisers in Transactions and Litigation," May 9, 2019
  • "Uniform Commercial Code Opinions in Real Estate Finance Transactions: The UCC Opinions Report," May 9, 2019
  • "Ethics in Contract Negotiations," April 10, 2019
  • "Basics in Inventory Finance," February 11, 2019
  • "Basics of UCC Article 9 — Your Guide to Security Interests," June 28, 2018
  • "Opinion Letters: What’s New and What’s Market," October 24, 2017
  • "Keeping Your Interests Secure: UCC Article 9 Opinion Practice For “Dirt” Lawyers (It’s Harder Than It Looks)," October 21, 2017
  • "What Commercial Finance Lawyers Need to Know about Consumer Finance," June 3, 2017
  • "UCC Security Interests," April 11, 2017
  • "Inventory Financing,", February 6, 2017
  • "Ruminations on Ethics and Professionalism, Part VI," May 2016
  • "Ruminations on Ethics and Professionalism, Part V," May 2016
  • "Inventory Financing Issues," February 2016
  • "Ruminations on Ethics and Professionalism, Part 5.5," November 2015
  • "Inventory Financing Issues," March 11, 2013
  • "Inventory Financing," April 2012
  • "Primer on Financing Goods: Back to the Basics," October 20, 2010
  • "Ethics in a World of Change: Consolidating Clients, Disappearing Firms and Other Ethical Issues in the Transactional Context," August 2009
  • "Tax Sales and Adjudicated Property: Act 819 of 2008," April 2009
  • "Ruminations on Ethics and Professionalism," 2009
  • "Tax Sales and Adjudicated Property: Act 819 of 2008," December 2008
  • "Tax Sales and Adjudicated Property: Act 819 of 2008," November 2008
  • "Tax Sales and Adjudicated Property: Act 819 of 2008," November 2008
  • "It’s a Wrap!: The Model Deposit Account Control Agreement Final Report," August 2008
  • "Topsy Turvy Markets: When Lenders and Credit Providers are in Financial Trouble," August 2008
  • "Adjudicated Property and Tax Sales: The Proposed Revision," December 5, 2007
  • "Security Interest in Deposit Accounts and Investment Property," November 15, 2007
  • "The American Bar Association Task Force And Model Deposit Account Control Agreement: A Model For Acceptance And A Touchstone For Negotiation By Borrowers, Secured Creditors And Depository Financial Institutions," October 18, 2007
  • "Using the New Inserts to the Model Deposit Account Control Agreement, Task Force on Deposit Account Control Agreements," August 10, 2007

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Education

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

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

Languages

  • French

Related Services

Recognitions

  • Chambers USA Guide, Louisiana Real Estate, 2024-2025
  • Martindale-Hubbell™, AV Preeminent® Peer Review Rated Lawyer
  • The Best Lawyers in America®, Commercial Transactions/UCC Law, Equipment Finance Law, 2007–present
  • 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

Education

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

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

Languages

  • French

Related Services

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

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

Languages

  • French

Related Services

Affiliations

  • 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

Education

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

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

Languages

  • French

Related Services