Transactional Due Diligence
At Phillips Lytle, we counsel banking and financial service clients with respect to a full range of environmental issues that arise in connection with the origination, administration, restructuring, workout and foreclosing of loans and financial transactions. Our experience includes:
- Real property due diligence involving Phase I and Phase II environmental site assessments and “all appropriate inquiries”; the identification, analysis and estimation of environmental liability risks; the engagement and management of environmental consultants; the negotiation of appropriate access, remediation, indemnity and escrow agreements; and the analysis of reporting obligations.
- Assisting our Banking & Financial Services Practice Group in the drafting and negotiation of loan documents. We provide expertise, particularly with respect to the allocation of responsibility for environmental liabilities, indemnity, insurance, collateral inspection and preservation, environmental audits, reporting obligations and numerous other issues, in part to assure that the financial transaction and the client’s activities in connection therewith remain consistent with the protections afforded secured creditors under state and federal environmental law.
- Assisting our Bankruptcy & Creditors’ Rights Team with workouts, loan restructuring and foreclosures, and their efforts to maximize clients’ recovery and minimize the extent to which any environmental liability of their borrowers might affect the value of secured collateral. We also work to ensure our clients avoid unnecessarily incurring any environmental liability by participating directly in the management of their borrowers’ businesses or contributing to any environmental conditions with respect to any real property collateral.
We use an interdisciplinary approach when advising our business clients with mergers, acquisitions and divestitures. Our Environmental Team assists our Corporate and Securities attorneys with a broad array of environmental issues and challenges. Our experience counseling clients with such corporate transactions includes:
- Coordinating Phase I and Phase II environmental site assessments, environmental regulatory compliance audits and other investigations – with respect to both real property and business operations – to identify, analyze and estimate potential liabilities and the probable costs required to address them.
- Negotiating environmental provisions in purchase, sale and merger documents, including appropriate representations and warranties, covenants intended to allocate and mitigate environmental risks, environmental insurance, and indemnity and escrow arrangements intended to address pre- and post-closing claims.
- Coordinating site characterization and remediation activities, including the negotiation of stipulations, agreements and orders with administrative agencies, and contracts with environmental engineers and construction companies to facilitate the remediation of contaminated property prior to, and immediately following, the closing of corporate transactions.
- Coordinating notice, transfer, close-out, reissuance, renewal or reapplication of environmental permits, registrations, administrative orders or other approvals or consents needed to operate or own and properly sell or transfer a facility, land or environmental equipment or improvements.