Attention:

SEER Essentials: The ABCs of Corporate Due Diligence Regarding Environmental Conditions


Level: Intermediate
Runtime: 88 minutes
Recorded Date: May 17, 2019
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Agenda


  • Quick Review of Environmental Due Diligence 101
  • Key Laws
  • Corporate Transactions
  • Structure Matters
  • Other Preliminary Considerations
  • The Environmental Due Diligence Process
  • Representation/Warranties
  • Resolving Issues
  • Voluntary Self-Disclosure Process
  • Concluding Thoughts
Runtime: 1 hour and 28 minutes
Recorded: May 17, 2019

Description

The type of due diligence needed for buying a business is different than that for buying property. As the in-house counsel, environmental lawyer, and/or specialist, you need to understand the nature of environmental risks and how the due diligence process works to protect against these risks.

This program will provide you with what you need to know about environmental due diligence beyond the Phase I environmental site assessment, teaching the basics of conducting environmental due diligence during corporate transactions.

This program was recorded on May 17th, 2019.

Provided By

American Bar Association

Panelists

Pamela K. Elkow

Partner
Carmody Torrance Sandak Hennessey, LLP

Pamela Elkow has nearly 30 years of experience representing clients in remediating or redeveloping brownfields; purchasing or selling businesses or real estate with significant environmental liabilities or challenges; obtaining permits; providing environmental, health, and safety compliance counseling; and responding to governmental enforcement. Her clients include large companies engaged in the remediation of legacy properties, portfolio companies in the business of acquiring and remediating contaminated property for investment or resale, and municipalities engaged in redevelopment efforts.

Pam’s approach to clients and their issues is pragmatic and business-oriented. With respect to property redevelopment, she understands that every client has a different risk profile and each property has a different intended use, and any remedial strategy must fit those criteria, while being cost-effective and protective of human health and the environment. When representing the buyer or seller in a transaction, she works with the transaction team to manage due diligence and negotiate the allocation of environmental liabilities, with awareness that the role of the environmental attorney is not simply to identify the risks associated with the deal but to find a solution if one exists.

Many of Ms. Elkow’s clients are manufacturers or other large institutions, such as universities, with ongoing environmental health and safety issues associated with their business operations. She advises them on day-to-day compliance and permitting issues, works with them to compile or review health and safety manuals, and defends them against enforcement actions resulting from allegations of violations of environmental or occupational health and safety regulations.

A Fellow of the American Colleague Environmental Lawyers, Pamela is also a member of the American Bar Association’s Section of Energy, Environment and Resources Council, and a past Chair of the Section’s Environmental Transactions and Brownfields Committee. She is a frequent lecturer and writer on environmental issues for audiences such as developers, environmental consultants, and other lawyers. She is also on the Board of Directors and Executive Committee of the Business Council of Fairfield County, and the Board of Directors of the Connecticut Port Authority.

Seth Davis

Senior Advisors
Elias Group, LLP

Mr. Davis is the former Chair of the American Bar Association’s Section of Environment, Energy, and Resources (“SEER.”). He handles a wide variety of environmental issues arising out of a wide range of corporate and real estate transactions, regularly represents responsible parties in site remediation and cleanup negotiations, and counsels clients on compliance with all the environmental statutes. Previously, Mr. Davis was a partner in Huber Lawrence & Abell in New York City for 12 years.

Prior to his return to private practice, he practiced environmental law in the law departments of Revlon, Inc. and the Celanese Corporation. During the more than 30 years he has specialized in the area, Mr. Davis has worked in just about every area of environmental, health and safety law.

Mr. Davis received his J.D. from Harvard University in 1975, and his B.A., Summa cum laude, in 1972 from Wesleyan University, where he was elected to Phi Beta Kappa. He is an Adjunct Professor at Pace University Law School, teaching a course in Environmental Law in Commercial Transactions.

Matthew E. Cohn

Officer
Greensfelder, Hemker & Gale, P.C.

Matthew Cohn’s practice focuses on all aspects of environmental law, pairing his legal experience with a professional background in environmental science. His work includes litigation, environmental due diligence and counseling on regulatory compliance.

Issues Matt frequently litigates include CERCLA cost recovery and contribution cases, RCRA citizen suits, toxic tort cases, permitting and insurance coverage disputes, and enforcement actions for violations of air, water and waste laws. He also counsels businesses on Clean Air Act and Clean Water Act regulations and has managed due diligence projects including site assessments under the EPA’s All Appropriate Inquiries Rule and the investigation and remediation of contaminated properties.

Before becoming an attorney, Matt spent several years as a hydrogeologist for a global environmental engineering and consulting firm. That experience included planning and implementing environmental investigations, assessing risks and identifying cost-effective remedies.

Matt regularly writes and speaks on environmental law topics including fracking and vapor intrusion. He also plans and contributes to continuing legal education programs sponsored by the Illinois State Bar Association’s Environmental Law Section Council.

Amy L. Edwards

Partner
Holland & Knight, LLP.

Amy L. Edwards is a partner in Holland & Knight's Public Policy & Regulation Group, where she serves as co-chair for the firm's national Environment Team, as well as its Military Installation Redevelopment Team. Ms. Edwards has been practicing environmental and energy law for more than 25 years. She routinely counsels developers, lenders and corporations about effective strategies for structuring real estate and corporate transactions to minimize environmental and financial risk. Ms. Edwards represents local governments, developers, and financial institutions on base closure and privatization of military housing issues. She also represents companies in litigation and enforcement proceedings. Ms. Edwards was an observer/advisor to the National Conference of Commissioners on Uniform State Laws while it developed a model Uniform Environmental Covenants Act.

Ms. Edwards has represented real estate developers, corporations and financial institutions on environmental issues associated with real estate, including environmental site assessments, environmental insurance, energy benchmarking, carbon offsets, guaranteed fixed price remediation options, environmental indemnification agreements, cleanup requirements (including the use of engineering and institutional controls), renewable energy power purchase agreements (PPAs), vapor intrusion and cost recovery issues. She has provided extensive risk management advice on protective risk-based cleanups at brownfields sites being reused for commercial or residential purposes.

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