Environmental Transactions

The Firm’s attorneys regularly assist clients in addressing the environmental aspects of transactions and the issues that arise during the purchase, sale, foreclosure on and financing of real estate and corporate transactions, including the sale of public and private companies involving the transfer of stock and/or assets. On behalf of our clients, we conduct environmental due diligence, work with consultants to quantify environmental liabilities associated with transactions, review Phase I and Phase II reports on real property, negotiate environmental representations and warranties and indemnities, negotiate access agreements necessary to access property that has been sold to address retained environmental issues, and more broadly, help clients identify, mitigate and allocate the risk of exposure presented by environmental liabilities.

Our Approach

The Firm’s team is uniquely suited to advise clients on environmental transactions. In doing so, we have the ability to draw on our broad range of experience. For example, we draw on our experience in the litigation context while reviewing and negotiating the environmental provisions of a purchase and sales agreement in order to understand how those provisions might play out in the event of future disputes. Similarly, we are able to draw on our experience in both the compliance and litigation context in working with the technical consultants to assess the scope of liabilities being retained, assumed or potentially transferred.

With the above in mind, in a real estate or corporate transaction, we assist the client in understanding the scope of the environmental liabilities at issue, with a focus on understanding to what extent the client is willing to take on or retain those liabilities. To accomplish that, we undertake to understand the extent to which environmental issues are driving the transaction. Accordingly, we closely coordinate with the client and its corporate or real estate counsel.

Representative Transactional Matters

• Assist client with potential acquisition of industrial property, including due diligence, negotiation of Brownfields agreement, negotiation of real property purchase agreement, and retention of consultants to assist on transaction.
• Assist client with sale of real property, including negotiation of purchase agreement and indemnity agreement, disclosure of environmental conditions at the property, and assist on finalization of land use covenant and associated documentation.
• Regularly assist clients with the environmental aspects of corporate transactions, including negotiation of representations and warranties, indemnities, access agreements for ongoing investigation and remediation, and deed restrictions.
• Perform environmental compliance audits for numerous clients, including major chemical manufacturer, aerospace component manufacturer, drill rig manufacturer, gear manufacturer and metal forming operations.
• Advise numerous clients on environmental aspects of corporate transactions, including business acquisitions, reorganizations, lending activities, bankruptcy, SEC disclosure, and real estate development and transfers.
• Participate in Phase I and Phase II due diligence reviews of facilities in numerous industries, including zinc manufacturer, photo developers, printing companies, steel manufacturer, and soundproofing material manufacturer.
• Perform environmental audit of abandoned pesticide plant on behalf of lending institution.
• Advise clients on successor liability issues associated with acquisition of corporate assets.
• Advise clients on property transfer disclosure laws.
• Negotiate representations and warranties and indemnity provisions of stock and asset purchase agreements.
• Draft Phase I and Phase II scopes of work for bid requests to environmental consultants.
• Negotiate consulting agreements, including addressing insurance coverage and indemnity issues, with environmental consultants.
• Conduct due diligence and negotiate environmental provisions in real property transactions.
• Conduct due diligence and negotiate environmental provisions in ESOP transactions.