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M&A Agreements: Drafting Real Estate and Environmental Contract Provisions

Structuring Environmental Liability Protections and Real Estate-Specific Representations, Indemnification and Post-Closing Adjustments

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Wednesday, September 20, 2017

Recorded event now available

or call 1-800-926-7926

This CLE course will provide guidance to M&A counsel for structuring and drafting real estate-specific representations, indemnification and post-closing adjustment clauses and environmental contract provisions in M&A agreements. The panel will outline effective approaches for identifying, allocating, and mitigating real estate and environmental risks and liabilities in purchase, merger or consolidation agreements.


Most M&A transactions require consideration of complex legal issues related to the target company’s real estate, environmental compliance and liability exposure. Due diligence regarding potential real estate and environmental liabilities is critical to assessing the viability of the deal, maximizing the deal’s value, and minimizing unexpected liabilities.

Counsel for buyers and targets must be prepared to negotiate and draft provisions in the purchase, merger or consolidation agreement that effectively allocate all known and potential liabilities and obligations related to the target company’s real property. This is generally accomplished through written representations, indemnification provisions and post-closing adjustments.

Listen as our authoritative panel provides their perspectives on how deal counsel can successfully guide buyers and sellers in managing and allocating real estate and environmental risks and liability exposure in complex transactions through carefully structured contract provisions in the M&A agreement.



  1. Real estate considerations in M&A deals
    1. Due diligence: title, surveys, appraisals, zoning
    2. Contractually allocating real estate risks
      1. Real-estate specific representations
      2. Indemnification
      3. Post-closing adjustments
    3. Negotiation Strategies
  2. Environmental considerations in M&A deals
    1. Due diligence: environmental reports, contaminated property
    2. Contractually allocating environmental risks
    3. Brownfield programs and environmental insurance


The panel will review these and other key issues:

  • Best practices for conducting real estate due diligence in M&A
  • Best practices for conducting environmental due diligence in M&A
  • How to leverage real estate-specific representations, indemnification and post-closing adjustments in M&A agreements


Knowlton, Leah J.
Leah J. Knowlton

Taylor English Duma

Ms. Knowlton has more than 25 years of experience counseling clients on environmental regulatory matters and...  |  Read More

Meacham, Brian
Brian D. Meacham

Smith Anderson Blount Dorsett Mitchell & Jernigan

Mr. Meacham has experience representing public and private companies in mergers and acquisitions and commercial...  |  Read More

Jonathan B. Wilson
Jonathan B. Wilson

Taylor English Duma

Mr. Wilson applies his more than 20 years of experience as an in-house lawyer, and business adviser to help...  |  Read More

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