Managing Environmental Risks in Mergers, Acquisitions, Spin-Offs and Reorganizations

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

A live 90-minute CLE webinar with interactive Q&A

Tuesday, October 10, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, September 22, 2017

This CLE webinar will provide guidance for environmental counsel on managing the environmental risks involved in complex commercial transactions. The panel will outline approaches to identify and allocate potential, contingent and long-term environmental risks and liabilities to get the deal done.


Risk allocation of environmental liabilities is often essential to the terms of the deal. Spin-offs and other deal or reorganization structures call for counsel to meet the challenge of identifying, quantifying and allocating environmental risk, including avoiding fraudulent conveyance to corporate spin-offs designed to shed legacy liabilities.

The challenge in handling legacy liabilities is illustrated by the bankruptcy case Tronox Inc. v. Kerr-McGee Corp. In that case, the court held that Kerr-McGee’s transfer of valuable oil and gas assets to a new company and spin-off of the legacy liabilities to newly formed Tronox constituted fraudulent transfer and that the transaction, which left Tronox insolvent, was not made for reasonably equivalent value.

In commercial reorganizational transactions, counsel must carefully consider negotiation options to allocate potential, contingent and long-term environmental liabilities.

Listen as our panel of environmental attorneys provides insight on how outside counsel can successfully guide companies in effectively managing environmental risks in complex transactions.


  1. Challenges and pitfalls of complex commercial transactions for managing environmental risks
    1. Identifying and quantifying environmental risk
    2. Contingencies, uncertainties and long gestation periods of environmental liabilities
  2. Valuing environmental or other contingent liabilities when evaluating a transaction
  3. Best practices for managing environmental risks in complex transactions


The panel will review these and other key issues:

  • What lessons can be learned from cases like Tronox regarding the allocation of environmental liabilities in commercial transactions?
  • What are the challenges and pitfalls for allocating contingent and long-term environmental obligations?
  • What are the best practices for evaluating and managing environmental risks in complex commercial transactions?


Daniella D. Landers, Partner
Reed Smith, Houston

Ms. Landers focuses her practice on a broad range of environmental compliance, transactional and litigation matters. She counsels energy companies, manufacturers, industrial facilities, financial institutions, real estate interests and other businesses on complex environmental and related land use issues, including environmental risk assessment, environmental permitting and compliance, environmental due diligence in acquisitions and transactions, and natural resources damages claims, among others. Ms. Landers is a prolific speaker and writer on environmental and regulatory litigation issues.

Michael O. Hill, Esq.
Alba Risk Management Services, Washington, D.C.

Mr. Hill is a licensed insurance broker and attorney, focusing on environmental law and environmental insurance. He previously served as Chairman of Marsh, Inc.’s Environmental Practice, as partner in a large Washington, D.C. law firm, and as a Trial Attorney with the U.S. Department of Justice. Following his nomination by the White House Council on Environmental Quality, he also helped establish and served as Chief Operating Officer and General Counsel of the $773M Trust created to remediate and redevelop the 89 industrial properties left behind in the General Motors bankruptcy. He is a member of the bar in Washington, DC, New York, and Vermont.

David J. Owens, Atty
Leger Ketchum & Cohoon, The Woodlands, Texas

Mr. Owens has over 29 years of experience counseling clients in matters concerning energy law, environmental and natural resource law, and environmental and toxic tort litigation. He advises and counsels clients on projects concerning environmentally distressed property development; regulatory and administrative enforcement and compliance; permitting; environmental aspects of real estate and commercial transactions; international and domestic merger and due diligence investigations; pollution prevention; environmental and ecological risk assessments; environmental audits; waste recycling and reclamation; hazardous substance spill contingency plans, release response and reporting; remediation; governmental affairs and legislation; climate change and natural resource damages.

Live Webinar

Live Webinar $247.00

Includes Early Discount Savings of $50.00 (through 09/22/17)

Add a colleague on the same connection in the same room for only $97.00 in the shopping cart or by calling customer service.

This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 09/22/17)

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Recorded Event

Includes full event recording plus handouts (available after live webinar).

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email to place your order.

Recorded Webinar Download $247.00
Available 48 hours after the live event

Includes Early Discount Savings of $50.00 (through 09/22/17)

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Recorded Audio Download (MP3) $247.00
Available 24 hours after the live event

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DVD (Slide Presentation with Audio) $247.00 plus $9.45 S&H
Available ten business days after the live event

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Registration Plus Recorded Event

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Live Webinar & Webinar Download $344.00

Includes Special Savings of $250.00 (through 09/22/17)

Live Webinar & Audio Download $344.00

Includes Special Savings of $250.00 (through 09/22/17)

Live Webinar & DVD $344.00 plus $9.45 S&H

Includes Special Savings of $250.00 (through 09/22/17)


Strafford webinars offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.

Early Registration
Discount Deadline
September 22, 2017
(about 9 hours)

or call 1-800-926-7926

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Customer Reviews

The presentations were excellent and timely, and I thought the Q&A was very good.

J. Thomas Carrato

Monsanto Company

The content was very helpful and the presenters clearly knew the subject matter inside and out.

Nicole Squires

Chapman and Cutler

I was impressed with the examples and the practical applications of the concepts.

Connie Sue Martin

Bullivant Houser Bailey

The seminar was very informative and the speakers provided great handouts that will be a great reference tool in the future.

Michelle Rosenthal

Garvey Schubert Barer

I liked that the presentation was in-depth with useful information and provided excellent written materials.

Dan J. Jordanger

Hunton & Williams

or call 1-800-926-7926

Environmental Law Advisory Board

John J. Allen


Allen Matkins

Albert M. Cohen


Loeb & Loeb

Aaron Courtney


Stoel Rives

Andrew N. Davis


Shipman & Goodwin

David R. Gillay


Barnes & Thornburg

Brian D. Israel


Arnold & Porter Kaye Scholer

Thomas J. P. McHenry


Gibson Dunn & Crutcher

James B. Slaughter


Beveridge & Diamond

Jeffrey A. Smith

Senior Counsel

Sidley Austin

E. Gail Suchman

Special Counsel

Stroock & Stroock & Lavan

Gregory D. Trimarche

Senior Counsel

Ring Bender

or call 1-800-926-7926

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