Allocating Environmental Risks and Liabilities

Structuring Contract Provisions to Limit Risk in Commercial Transactions

Recording of a 90-minute CLE webinar with Q&A

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Conducted on Thursday, September 13, 2012

Recorded event now available

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Course Materials

This CLE course will provide guidance for environmental counsel to structure and negotiate representations and warranties, indemnities, and other provisions to allocate environmental risks and liabilities in commercial transactions.


Parties in commercial transactions need to know and carefully consider the risks of environmental liabilities involved in the transaction. Environmental risks may impact property value, hurt revenue-generating potential, cause business interruptions, and create direct liability for purchasers.

Counsel structuring commercial transactions involving environmental risk should evaluate and allocate risks and liabilities, known and unknown. This enables clients and counsel to value the anticipated transaction and to minimize the likelihood of future environmental liabilities and regulatory compliance issues.

Performing adequate due diligence prior to structuring and negotiating a commercial transaction is essential. Counsel should allocate environmental risks and liabilities using pertinent drafting and non-contractual techniques.

Listen as our authoritative panel of environmental attorneys provide a brief overview of relevant environmental laws, highlight effective due diligence approaches and tools; present practical drafting techniques to use in purchase agreements to limit and allocate environmental risks and liabilities; and discuss non-contractual alternatives that can be used to address some of these risks and liabilities.



  1. Overview of potentially applicable environmental laws
  2. Effective due diligence: its scope and objectives
  3. Distinctions among equity, asset and real estate deals
  4. Drafting techniques for allocating environmental risks and liabilities
  5. Non-contractual alternatives to commercial transaction risk allocation


The panel will review these and other key questions:

  • What factors should the parties consider when drafting provisions for allocating environmental risks and liabilities?
  • What are the key environmental issues when negotiating the representations and warranties provisions in the contract?
  • How should the parties seek to expand or limit the scope of the indemnity provision for breaches of representations and warranties?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Edward L. Strohbehn, Jr.
Edward L. Strohbehn, Jr.

Of Counsel
Bingham McCutchen

He advises clients regarding regulatory compliance and environmental risk issues associated with the redevelopment of...  |  Read More

William J. Squires, III
William J. Squires, III

Bingham McCutchen

He focuses his practice on environmental, real estate and land use matters. He counsels clients on environmental...  |  Read More

Michael S. McDonough
Michael S. McDonough
Bingham McCutchen

He represents municipalities and private entities in complex environmental litigation, administrative and enforcement...  |  Read More

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