Identifying and Managing Environmental Risks in Commercial Transactions

Identifying, Quantifying and Allocating Potential Liabilities and Long-Term Environmental Obligations

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


Conducted on Thursday, February 9, 2017

Recorded event now available

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Program Materials

This CLE webinar will provide guidance for counsel on key due diligence issues involved in corporate transactions. The panel will examine the impact of the deal structure and discuss due diligence methods and scope to identify environmental risks and liabilities as well as offer best practices for developing strategies to address and allocate these risks.

Description

Almost all corporate and commercial transactions involve environmental compliance considerations or potential environmental liabilities. Environmental due diligence is critical to assessing the viability of the pending deal and the allocation of liabilities between the parties.

The methods and scope of due diligence and its use have been evolving in recent years. Depending on the deal structure and size of the deal, the scope and timing of the due diligence can vary widely. The increasing prevalence of representation and warranty insurance can also affect the nature of the due diligence.

Environmental due diligence in corporate transactions involves the evaluation of the known and potential liabilities and obligations related to the target company’s properties and operations. Counsel for buyers, sellers and lenders must be prepared to address those liabilities and understand the interplay between the limits on due diligence pre or post-closing and the remedies in the deal.

Listen as our authoritative panel examines how the deal structure affects environmental due diligence. The panel will also discuss preparations for due diligence, including determining the method and scope, and what is sufficient for environmental due diligence. The panel will also explore the potential risks discovered and the available protections. The panel will offer best practices for developing strategies to deal with these issues in the transaction approach and business planning.

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Outline

  1. Purpose of environmental due diligence
    1. Common environmental risks
    2. Identify and quantify environmental risks
    3. Determine whether there are pre- or post-closing environmental requirements (e.g., permit transfers, notices related to transfer, CTA/ISRA, disclosure obligations)
  2. Conducting environmental due diligence
    1. Types of environmental due diligence
    2. Impact of deal structure (e.g., asset v. stock, merger, bankruptcy sale)
    3. Buyer/seller/lender perspectives
    4. Common mistakes
  3. Allocating and mitigating environmental risks
    1. Key contractual concepts and provisions
    2. Contractually allocating environmental risks
    3. Use of federal and state mitigation tools
    4. Environmental insurance
  4. Review of recent cases interpreting environmental provisions in contracts

Benefits

The panel will review these and other key issues:

  • What impact will the deal structure have on assessing the environmental risks and liabilities?
  • What factors help determine the scope of environmental due diligence sufficient for corporate transactions?
  • What are the best practices for evaluating and managing environmental risks in corporate transactions?

Faculty

Schnapf , Lawrence
Lawrence P. Schnapf

Principal
Schnapf LLC

Mr. Schnapf primarily concentrates on environmental risks associated with corporate, real estate and Brownfield...  |  Read More

Squires, William
William J. Squires, III

Partner
Hinckley Allen & Snyder

Mr. Squires represents buyers, sellers and lenders in the purchase and sale of operating businesses, real property and...  |  Read More

Other Formats
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Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

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