Corporate Due Diligence

Companies routinely transfer assets or stock. Although specific transactions may range from purchase or sale of business assets, acquisition or divestment of business units, vigilance for environmental liabilities is a necessary constant. Such liabilities can be central in cases involving the transfer of property that has been used for (or is located near) industrial or commercial purposes

Businesses must also comply with environmental and permitting requirements pertaining to ongoing industrial and commercial operations. Failure to do so can have a significant impact on the value and future operation of the business or assets being acquired.

The starting point for evaluating potential liabilities is effective due diligence. From working with a broad range of clients on regulatory, litigation and transactional matters, our attorneys are familiar with a wide variety of industrial and commercial operations. As a result, we are positioned to perform thorough, yet cost-effective due diligence. If liabilities are identified, our attorneys can fashion transactional provisions that allocate those liabilities with two primary goals in mind: to protect the client and to close the deal.

Our purchase and sale of assets or stock experience includes the following:

  • Represented a transportation company in the acquisition of more than 90 properties in the United States and Canada. Performed environmental due diligence, expedited the transfer of facility permits and drafted and negotiated environmental terms of the asset purchase agreement.
  • Assisted a textile chemical manufacturing company in conjunction with the sale of one of its facilities to a large, privately owned chemical manufacturer, including due diligence and contract negotiations. We also reviewed the facility’s compliance with the Toxic Substances Control Act, the Clean Air Act Risk Management Program requirements, the Department of Transportation hazardous materials shipping regulations and the Department of Homeland Security’s Chemical Facility Anti-Terrorism Standards.
  • Served as environmental counsel to a pulp and paper company in the asset purchase of an inactive paper mill. The transaction involved transferring numerous environmental permits and obtaining concurrence from regulatory agencies to ensure that the restart of the mill would not trigger new source review under the Clean Air Act's Prevention of Significant Deterioration program.
  • Represented a large investor-owned utility in connection with its purchase of three non-utility generators. Successfully assisted the company in complying with Title IV of the Acid Rain Program on a very accelerated schedule.
  • Assisted a Fortune 100 heavy-equipment manufacturer in acquiring the stock of a French-owned tractor company and a heavy-equipment manufacturing and distribution company located in Brazil.
  • Provided counsel to an independent power producer in the acquisition of an interest in the government-owned power generation facilities of Trinidad and Tobago. Activities included commissioning and evaluating Phase I and II Environmental Site Assessments and, as part of the transactional documents, developing site remediation criteria consistent with United States and World Bank standards.
  • Represented a large utility holding company in the $1.8 billion acquisition of a utility in Southwest England and a $2.7 billion acquisition of the largest independent power producer in Asia.
  • Provided counsel on asset purchase of flax mills located in the United States, Canada and France in connection with the spin-off of the specialty products division of a paper products company.
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