Capabilities
Environmental

Real Estate and Corporate Transactions

Our lawyers work on all aspects of real estate and corporate matters to help clients identify and manage environmental liabilities in business transactions.

Real Estate. We represent buyers, sellers, lessors, lessees, investors, lenders, and venture capital funds in environmental issues related to real estate transactions including:

  • Contract negotiation and liability allocation
  • Environmental issues encountered during construction
  • Government brownfield and voluntary cleanup programs
  • Environmental insurance and other third-party risk transfer agreements
  • Land use
  • Post-closing issues

Mergers & Acquisitions. We represent buyers, sellers, investors, lenders, and venture capital funds in navigating environmental issues encountered in mergers, acquisitions, and asset sales, as well as in financing and other corporate transactions, including:

  • Contract negotiation and liability allocation
  • Environmental insurance and other third-party risk transfer agreements
  • Post-closing issues

Due Diligence. We coordinate environmental due diligence in real estate and M&A transactions. This includes compliance with EPA and ASTM standards in order to obtain "innocent landowner" and "bona fide purchaser" protection under the Superfund law and similar state laws.

Allocation and Management of Risk. We bring deep experience in the many different tools used for the contractual allocation and management of environmental risk in both real estate and corporate transactions, including:

  • Covenants, indemnities and releases
  • Purchase price adjustment
  • Escrows, letters of credit, corporate guarantees, other financial assurances
  • Environmental insurance
  • Liability transfers to third parties (e.g., guaranteed fixed price remediation contracts)
  • Deed restrictions.

Brownfields Redevelopment. We provide legal services for developers dealing with contaminated sites, from site assemblage and entitlements to equity and debt financing to design/construction and lease-up. A special area of expertise is the conversion of contaminated sites (Brownfields) to productive uses. Our projects typically involve:

  • Cleanup under government agency oversight
  • Obtaining a viable "no further action" letter (with statutory protection, where possible)
  • Pollution legal liability insurance
  • Contractual protections
  • Seller disclosures
  • Tax credits and other brownfields benefits, where available

Land Use. We take complex development projects from concept to completion. Our lawyers obtain the governmental approvals needed for construction projects; prepare the necessary documentation, including permit applications and environmental impact statements; and handle any ensuing litigation.

Post-Closing. We represent clients in all phases of post-closing application of contractual agreements, including implementation of contractual allocation structures, prosecuting and defending indemnity and other contractual claims, negotiating resolutions, and, where necessary, litigating contractual environmental disputes.

Experience

Fortune 100 company Redevelopment of a 100 year-old chemical plant
Advise on participation in state brownfield program, use of a guaranteed fixed price remediation contract, and purchase of environmental issue.
Large natural resources company Environmental liability risk transfer
Advised on risk transfer of environmental liabilities in connection with the sale of approximately 180 properties to nearly 100 different buyers.
Fortune 500 energy company Divestments
National environmental counsel to Fortune 500 company in divestments.
Property Developers Contaminated parcel redevelopment
Assist multiple real estate property owners and developers in the commercial redevelopment of contaminated parcels in the District of Columbia. 
California Homebuilders Contaminated parcel redevelopment
Assist clients in contaminated site redevelopment for residential housing, including negotiations with environmental regulatory agencies.
More

Perspectives

Survey of 2016 Cases Under New York State Environmental Quality Review Act (pdf)
New York Law Journal, Volume 258, No. 08
Approaches to Environmental Due Diligence in a Competitive M&A Market

Environmental Transactions and Brownfields Committee Newsletter, Volume 17, No. 2

Overview

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