Company or Facility Sale & Acquisition
The firm’s environmental, health and safety capabilities are showcased nationally and internationally in the context of our broad array of transactional services. Our Environmental attorneys regularly represent major chemical, natural resources, manufacturing and financial services buyers and sellers in a wide variety of transactions (including Brownfields deals and Bankruptcy proceedings) that vary in value from several million to $10 billion. Our extensive experience in closing multi-plant, multi-jurisdiction transactions enables us to address a number of the most hotly-contested issues early in the process that include:
- the scope, timing and cost of Environmental, Health and Safety due diligence, including oversight of consultants;
- liability allocation, including the pros and cons of seeking bona fide prospective purchaser or innocent purchaser status or other special status conferred by state Brownfields programs;
- Internal and external liability-shifting mechanisms like indemnities and insurance; and
- Complex shared services agreements when portions of large complexes are sold, and access agreements when pre-Close remediation liabilities are retained by sellers.
Significantly, our Environmental business transaction attorneys not only participate as part of the transaction team when the firm’s business services group is handling the entire deal, but we regularly partner with other firms who have been requested to take the corporate lead in large transactions. We have partnered with firms in cities such as New York, Philadelphia, Chicago, Los Angeles and San Francisco domestically, and with firms in Canada, Mexico, Europe and South America on international transactions. We have also developed an excellent network of Environmental counsel abroad to assist us with transactions that include operations in foreign jurisdictions.
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“Nearly all complex transactions involve the negotiation and allocation of environmental, health and safety liabilities. In transactions involving large chemical and other manufacturing entities, these issues are often the most difficult to resolve. Development and implementation of tailored strategies to navigate this intricate area of the law – from the letter of intent through closing the deal – require a level of judgment and knowledge that can only be obtained from decades of experience.”
– Dean A. Calland
