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

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

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


Wednesday, September 20, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, August 25, 2017


This CLE webinar 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.

Description

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.

Outline

  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
  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

Benefits

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

Faculty

Leah J. Knowlton, Partner
Taylor English Duma, Atlanta

Ms. Knowlton has more than 25 years of experience counseling clients on environmental regulatory matters and representing them in criminal and civil litigation involving chemical contamination and other environmental violations. Ms. Knowlton regularly develops and implements environmental compliance management systems and advises clients on chemical safety and security matters. She has extensive experience assessing environmental risk and negotiating contracts and remediation plans in corporate and real estate transactions. 

Brian D. Meacham, Partner
Smith Anderson Blount Dorsett Mitchell & Jernigan, Raleigh, N.C.

Mr. Meacham has experience representing public and private companies in mergers and acquisitions and commercial transactions, counseling clients with regard to general commercial and corporate law issues, and representing clients in connection with leasing, buying and selling commercial real estate. He is a frequent presenter on real estate issues related to mergers and acquisitions, among other topics.

Jonathan B. Wilson, Partner
Taylor English Duma, Atlanta

Mr. Wilson applies his more than 20 years of experience as an in-house lawyer, and business adviser to help business executives and owners achieve negotiated solutions to technology and financial transactions. He is a member of the firm’s Corporate and Business practice group and his practice includes corporate securities, corporate finance and governance, mergers and acquisitions, and intellectual property. He previously was the general counsel or chief legal officer of Interland Inc., Web.com Group Inc. and EasyLink Services International Corp., where he advised senior management and the boards of directors on SEC reporting, NASDAQ compliance, Sarbanes-Oxley matters, corporate governance, governmental affairs, contracts, litigation, intellectual property and mergers and acquisitions.


Live Webinar

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

CLE credits are not available for PR.

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Includes Special Savings of $250.00 (through 08/25/17)


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Mergers and Acquisitions Law Advisory Board

Charles H. Baker

Partner

O’Melveny

Igor Kirman

Partner

Wachtell Lipton Rosen & Katz

Kevin C. Logue

Partner

Paul Hastings Janofsky & Walker

Mark D. Williamson

Principal

Gray Plant Mooty

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