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

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

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

Conducted on Tuesday, October 10, 2017

Recorded event now available

or call 1-800-926-7926
Program Materials

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?


Landers, Daniella
Daniella D. Landers

Reed Smith

Ms. Landers focuses her practice on a broad range of environmental compliance, transactional and litigation matters....  |  Read More

Hill, Michael O.
Michael O. Hill

Founder & Principal
Alba Risk Management Services

Mr. Hill is an attorney and also a surplus lines insurance broker, and his firm is a surplus lines insurance brokerage...  |  Read More

Owens, David J.
David J. Owens

Leger Ketchum & Cohoon

Mr. Owens has over 29 years of experience counseling clients in matters concerning energy law, environmental and...  |  Read More

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