Representative Matters

Transactions

  • Advised a global manufacturing company’s transactional team on permit transfer and environmental issues associated with the sale of a division. Our work included 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.
  • Drafted and negotiated environmental provisions in an asset purchase agreement on behalf of a seller of hydrocarbon development leases and production assets. The provisions included apportionment of environmental liabilities for known conditions, liability caps and floors, and tight time bars for liability claims.
  • Advised an industrial client on the environmental issues associated with the potential sale of a hazardous waste treatment facility in California. Our team assisted with structuring due diligence, drafting environmental provisions in transactional documents, negotiating with the purchaser, and resolving site remediation issues.
  • Advised a Fortune 500 clothing manufacturer in real estate matters arising from the company’s spin-off from its parent. Our work included 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.

Due Diligence

  • Conducted 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.
  • Reviewed the potential environmental liabilities of a Fortune 100 company before its acquisition by our client. Our team provided 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.
  • Conducted environmental due diligence on behalf of a global private equity organization and advised it in structural alternatives for its investments to minimize the risk of environmental liabilities.
  • Reviewed 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. Our team evaluated reports prepared by the target company for completeness and reliability, identified major areas of concern, and recommended areas for further investigation.