Environmental Risk Management in Transactions
LeaderPatrick J. Larkin
DirectorRod E. Williamson
Clark Hill Environmental and Natural Resources attorneys help clients to identify, monetize, and mitigate environmental risk and liability in mergers and acquisitions, real estate development and portfolio deals, loans and financing agreements, corporate restructuring, and a wide variety of other commercial transactions. Our team designs and directs compliance audits and legacy liability diligence, negotiates environmental representations, indemnities and liability transfer agreements, and helps clients to transfer or acquire necessary permits and approvals to ensure smooth transfer of facility operations. In projects involving contaminated properties, our team obtains brownfields designations and financing, directs technical teams in voluntary cleanups, and documents due care obligations to maximize liability protections and defenses.
Our Environmental and Natural Resources team assists clients with environmental issues in transactional matters, including:
- Due Diligence: We design and direct our clients’ environmental due diligence in domestic and international transactions. We support in-house and firm corporate and real estate teams’ project development, negotiations, and execution of mergers and acquisitions, real estate deals, loans and financing agreements, and corporate restructurings. Our team partners with technical consultants to perform environmental site assessments, negotiate and execute remediation agreements, and ensure federal and state “Innocent Purchaser” and similar liability defenses are properly established and documented.
- Project Development Feasibility and Permitting: Our regulatory attorneys work with in-house development teams and consultants to identify and quantify project impacts or feasibility considerations arising from permitting, offsets, mitigation, and similar regulatory obligations.
- Allocating Environmental Risk and Liability: We represent clients in negotiation of environmental covenants and indemnities, environmental representations and warranties, environmental insurance policies, and other agreements allocating environmental risk, including complex environmental liability transfer agreements.
- Permit Transfers: We work with clients, counter-parties, and state and federal regulators to transfer permits, authorizations, and other approvals necessary for continued business operations after a transaction is complete. Our attorneys assess requirements for notice to regulators and third parties to ensure that environmental liability protections transfer when real estate is acquired.
- Brownfields and Remediation: We help clients to evaluate and manage contaminated parcels and portfolios, obtain brownfields designations, and establish liability defenses for contaminated properties. We help clients to design and direct cleanups under state and federal voluntary and enforcement-directed cleanup programs across the country.
- Internal Compliance and Auditing: We assist clients in all aspects of environmental compliance and internal auditing, including the development of new programs and improvement of existing environmental, health, and safety (EHS) auditing programs to minimize enforcement exposure. We design and conduct compliance audits and provide counseling on responses to findings from audits, including self-reporting of violations under the EPA’s Audit Policy as applied to new owners of businesses. We work with clients’ staff on audit policies and requirements, best practices, and the development and implementation of Standard Operating Procedures (SOPs) to avoid repeat violations.