Practice Areas: Environmental Solutions

Environmental Aspects of Transactions

Over the last decade, environmental issues have become one of the major components in business and real estate transactions. Whether the concern is the assumption of past liability in the purchase of stock of a company or the mechanics of remediation after closing of a real estate transaction, our firm is experienced with the environmental issues. We endeavor to not only identify the issues, but also to resolve them in a manner that protects our clients and allows realization of the ultimate goal of closing the transaction.

We represent sellers, purchasers, landlords, tenants and lenders in all aspects of due diligence and addressing liability issues. Our attorneys who practice in this area provide value to the client by having environmental expertise as well as a thorough understanding of business and real estate transactions. The specific services we offer in this practice area include:

• Drafting and negotiation of environmental language for transaction documents, including purchase contracts, leases, loan agreements and environmental indemnification agreements.
• Advice on transaction driven environmental requirements such as notifications to governmental authorities or to private parties as under the Lead-Based Paint Disclosure Rule.
• Coordination of environmental consultants in providing Phase I’s, Phase II’s, asbestos surveys, lead inspections, environmental compliance audits, wetlands assessments, archeological assessments and other environmental reviews.
• Drafting and negotiation of access and indemnity agreements allowing for liability allocation and site access for remediation after closing.
• Advice on environmental requirements and liabilities in proposed modifications of existing uses or initiating new uses of property, including impacts concerning wetlands, endangered species and historic resources.
• Review and negotiation of scopes of work and consulting agreements with environmental consultants.
• Advice on liability for existing environmental conditions and structuring of ownership or possessory interests to avoid or minimize liability.
• Rendering legal opinions regarding environmental and land use permitting and approvals, and priority of liens of lenders over future liens potentially arising under environmental laws.
• Advice on indoor air quality and building material issues and concerns including asbestos, lead-based paint, lead in water, radon, urea-formaldehyde insulation and sick-building syndrome.
• We also provide environmental services in transactions as described in the other practice areas. In particular, please see Permitting, Wetlands, Environmental Compliance Auditing, Natural Resources Development and Brownfields.

Representative Work

• Coordinated the environmental due diligence and negotiated terms of environmental provisions in deal documents as a part of the overall representation of the purchaser in the acquisition of a chain of fast food restaurants with one hundred six locations throughout five states in the southeast.
• Rendered detailed environmental and land use permitting opinions in the purchase of two malls in Virginia.
• Coordinated the environmental due diligence and negotiated terms of environmental provisions in deal documents as a part of the overall representation of the purchaser in the acquisition of a retailer with twenty-five locations in Puerto Rico.
• Drafted and negotiated detailed asbestos removal contract for a multimillion dollar removal of asbestos for the renovation of a hotel.
• Coordinated responses and resolved issues with regard to the environmental due diligence as a part of the overall representation of the purchaser in the sale of the stock of a developer with twenty-nine industrial office park properties located throughout a four state area in the east.
• Drafted and negotiated documents for the construction of a cap and use of surface by adjoining property owner of a property contaminated with hazardous substances.
• Coordinated the environmental due diligence and negotiated terms of environmental provisions in deal documents as a part of the overall representation in the potential purchase of a chain of gas stations with approximately fifty locations throughout a seven state area in the east.
• Rendered opinion regarding the creation and priority of environmental liens in sale of assets at a site substantially contaminated with hazardous substances in Virginia.
• Coordinated the environmental due diligence and negotiated the terms of environmental provisions in deal documents as a part of the overall representation of the purchaser in the purchase of a chain of retail stores with approximately one hundred thirty locations in five states in the west and southwest.