Our transactions/due diligence experience includes:

• Advising a global manufacturing company’s transactional team on permit transfer and environmental issues associated with the sale of a division, including analyzing the transfer requirements for approximately 100 environmental permits at facilities across the U.S. on a two-stage divestiture project - first, transferring assets into a new subsidiary and second, transferring the subsidiary’s ownership.
• Drafting and negotiating environmental provisions in an asset purchase agreement on behalf of a seller of hydrocarbon development leases and production assets that included apportionment of environmental liabilities for known conditions, liability caps and floors, and tight time bars for liability claims.
• Advising an industrial client on the environmental issues associated with the potential sale of a hazardous waste treatment facility in California and assisting with structuring due diligence, drafting environmental provisions in transactional documents, negotiating with the purchaser, and resolving site remediation issues.
• Drafting and advising an international manufacturer on EHS due diligence procedures for corporate acquisitions, including development of due diligence questionnaires, and environmental provisions in purchase and sale agreements, such as representations and warranties, indemnities, escrow provisions, and other terms.
• Advising a Fortune 500 clothing manufacturer in real estate matters arising from the company’s spin-off from its parent, including negotiating a companywide real estate matters spin-off agreement, reviewing diligence documents, and structuring the transfer of more than 400 leased and 50 owned properties.
• Performing environmental due diligence reviews on the assets of an independent energy producer with fifteen facilities throughout the country. Assets involved a variety of different power production methods across multiple states and required an understanding of the permitting and regulatory structures for each type of asset.
• Conducting environmental due diligence on behalf of a private equity firm that identified significant on-site contamination at the primary manufacturing facility owned by a company our client was considering for a significant investment.
• Reviewing the potential environmental liabilities of a Fortune 100 company before its acquisition by our client and providing a range of cost estimates for major identified liabilities, an evaluation of the potential for additional Superfund liability for past acts of former subsidiaries, and a site-specific evaluation of representative facilities.
• Conducting environmental due diligence and investment guidelines for global private equity firms, including recommending structural alternatives for investments to minimize the risk of environmental liabilities.
• Reviewing environmental liabilities associated with a number of facilities of a large chemical company in the U.S. and abroad before their acquisition by our client and evaluating reports prepared by the target company for completeness and reliability, identified major areas of concern, and recommended areas for further investigation.