Environmental Transactional and Risk Management

In recent years, our team has been involved in all environmental aspects of a large number of corporate, real estate and financing transactions. We are actively engaged in drafting and negotiating the environmental provisions in key transaction documents and in structuring transactions.

In addition, we organize, supervise and review environmental due diligence; evaluate and quantify environmental risks; and develop mechanisms to mitigate the environmental risks, including indemnities, hold backs or escrows, environmental insurance and participation in regulatory programs.

These transactions include:

• Vector Capital, a global private equity firm focusing on the technology sector, in connection with its cross-border sale of Gerber Technology to American Industrial Partners.
• Graham Partners, a private investment firm focused on investing in advanced manufacturing and industrial technology businesses, in connection with its acquisition of Acme Cryogenics.
• An investment management fund in the transportation and infrastructure sector in connection with its purchase and redevelopment of the DuPont Repauno site, an approximately 1,850 acre former munitions and chemical manufacturing site located in Gibbstown, New Jersey.
• SP Lab Holdings, a Graham Partners portfolio company, in connection with its sale, via a reverse, triangular merger, to an entity affiliated with Harbour Group, a private equity firm.
• Barclays Bank PLC, a London-based bank, as special counsel in connection with numerous loan originations and subsequent securitizations involving commercial real estate located around the United States.
• Berwind, a family-owned investment management company, in connection with its sale of Elmer’s Products, Inc. to Newell Rubbermaid, a global marketer of consumer and commercial products.
• Wyle, an aerospace engineering firm, in connection with its sale by Court Square Capital Partners to KBR, an engineering and construction firm.
• Crown Holdings, a global consumer packaging company, in connection with the sale of Crown’s European Industrial Specialty Packaging Group to Stuttgart-based HUBER Packaging Group.
• Centre Partners, a middle market private equity firm, and its related funds in the acquisition of Sun Orchard.
• Infiltrator Systems, a Graham Partners portfolio company, in its sale, via a reverse-triangular merger, to an entity affiliated with private equity firm Ontario Teachers’ Pension Plan.
• OCI Enterprises, the North American subsidiary of OCI Company Ltd. of Seoul, Korea, in connection with its sale of an approximately 73% limited partner interest in OCI Resources LP, as well as its 2% general partner interest and related incentive distribution rights, to Park Holding A.S., a subsidiary of Ciner Group of Istanbul, Turkey.
• Crown Holdings, a global consumer packaging company, in connection with its acquisition of EMPAQUE, a Mexican manufacturer of aluminum cans and ends, bottle caps and glass bottles for the beverage industry, from affiliates of Heineken N.V.

The group’s lawyers have a deep understanding of U.S. and European environmental laws and advise on cross-border transactions involving entities and properties throughout the world.  They work collaboratively with the firm’s corporate, M&A, finance and financial restructuring lawyers to identify and manage the impact of relevant environmental and jurisdictional regulations in multinational transactions.

For complex transactions, the most crucial step is structuring due diligence to identify all relevant environmental risks and legacy liability issues, and understand their legal and practical implications. Our lawyers conduct due diligence investigations, evaluate the data and assess the client’s risk.

Our lawyers know how to leverage due diligence data to address risk. They help determine its proper allocation between buyer and seller or lender and borrower. They negotiate and draft agreements, identify appropriate extra-contractual mitigation devices, like environmental insurance and participation in regulatory programs, and call for other mitigation mechanisms, including contractual indemnities, hold backs and escrows. In addition to unearthing existing and potential risk and liabilities, our lawyers consider the potential costs of compliance, noncompliance, investigations and remediation.

When an environmental matter stemming from a transaction becomes adversarial, Dechert’s litigators step in to represent clients in third-party actions, actions for recovery of clean-up costs from responsible private parties and actions against clients’ insurance carriers. Our litigators have in-depth experience in all phases of federal, state and local administrative and judicial proceedings as well as in (U.S. and international) ADR-based mediation and arbitration.