Due Diligence, Redevelopment & Remediation
The attorneys in the Environmental, Safety & Toxic Torts Practice Group have been involved in hundreds of transactions ranging in complexity from multi-site stock acquisitions of industrial companies, to the sale or purchase of single site commercial real estate.
Our attorneys have substantial experience in the environmental aspects of corporate, lending, and real estate transactions across a broad range of commercial and industrial businesses. We assist clients both in traditional environmental due diligence to assess risks associated with soil and groundwater contamination, and also in transactions (particularly stock deals) where we assess environmental and OSHA liabilities that will be assumed by the purchaser. We apply the results of due diligence and compliance assessments to identify risks and the associated compliance costs to advise our clients and their lenders regarding these risks, draft appropriate contract language, negotiated any purchase price adjustments, shift environmental risks, determine the materiality of associated costs, and plan post-acquisition transitions to new owners.
We are familiar with the varying due diligence requirements, notification obligations, and clean-up statutes of nearly every state. Furthermore, we have extensive experience in litigation associated with transactions, including prosecuting and defending environmental indemnification claims. We also have experience representing purchasers against former owners of property and against claims arising under CERCLA, RCRA citizens suits, and common law claims involving property damage, nuisance, and other common law torts.
Our attorneys have counseled clients and overseen pre-acquisition due diligence for the purchase or lease of hundreds of commercial and industrial properties, and have experience in all aspects of transactions. In addition to issues relating to soils and groundwater contamination, asbestos and lead-based paint, environmental compliance, underground storage tanks, and abandoned waste containers, we have been involved in numerous transactions involving wetlands requiring federal, state or local permitting, payment into wetlands banks, and onsite and offsite mitigation, including steam relocation. Further, we have handled the sales and acquisition of landfills with solid and hazardous waste, PCBs, lead, asbestos, methane gas and construction debris; some of these landfills were redeveloped with our assistance into commercial properties. We have on numerous occasions counseled clients as to their obligations (whether as seller or buyer) to notify the state environmental protection agency where soils and groundwater contamination are first discovered during environmental due diligence, or during demolition or modification of newly acquired buildings. We assist clients in identifying and obtaining environmental insurance, and work with our client’s lenders to help achieve objectives.
We are intimately familiar with the tools that can facilitate deal closings, including environmental insurance products, prospective purchaser agreements, indemnifications and releases, establishing third party liability defenses and the CERLA “innocent purchaser” and bona fide prospective purchaser defense. To minimize risks in transactions we also have experience negotiating prospective purchaser agreements and covenants not to sue with USEPA and state regulators. With this background, we can take a broader view of transactions to develop the best strategies to reduce risks and help our clients achieve their business goals.