Environmental Issues in Corporate Transactions

(1306 Ratings)

Produced on: February 18, 2016

Course Format On Demand Audio

Taught by

Categories:

Course Description

Time 63 minutes
Difficulty Intermediate

With ever-increasing interest and scrutiny from regulators, investors, and the broader public, environmental issues are a critical and high-stakes aspect of corporate transactions. The underlying laws are complicated, evolving and often misunderstood, the liabilities can sometimes be latent or unquantifiable, the risks can be huge and long-lasting, and the reputational damage can be profound. Engaging counsel to help navigate the due diligence process and negotiate contractual and other protection with respect to environmental risks is crucial.  

 

This course is designed to help in-house counsel and environmental lawyers and specialists understand the nature of environmental risks and how parties to a transaction can use the diligence process, the transaction documents, and insurance to protect themselves against these risks. Join Davis Polk counsel Betty Moy Huber and David A. Zilberberg as they use a “buy-side” hypothetical case study to provide a practical, hands-on introduction to environmental risks, the purpose and process of environmental due diligence, and the methods to negotiate contractual and other protection from environmental risks. 

 

Learning Objectives:

I.     Learn the key sources of environmental liabilities and the risk they pose in a transaction

II.    Understand the process and purpose of environmental due diligence and how to tailor it to the nature of the transaction and the client’s objectives

III.    Explore how to best protect against those risks and liabilities via contractual provisions, with drafting and negotiating examples of recent approaches reflecting different deal dynamics, as well as via cutting-edge insurance products

 

 

Faculty

Betty Moy Huber

Davis Polk & Wardwell LLP

Ms. Huber is Co-Head of the Environmental Group in Davis Polk’s Corporate Department. She has provided environmental transactional advice for over 19 years to numerous companies and boards spanning all types of industries, including utilities, oil and gas, coal, manufacturing, chemicals, pharmaceuticals, transportation and food, covering mergers and acquisitions, capital markets, financing, bankruptcy and corporate governance matters.

 

Ms. Huber is cited as an environmental law expert in numerous publications, including the Financial Times' Agenda, Environment and Energy (E&E) Publishing’s Greenwire, Law360.com, The Society Alert (the newsletter of the Society of Corporate Secretaries & Governance Professionals), CFO.com, Corporate Counsel magazine, Directorship magazine, Financier Worldwide and Dow Jones Private Equity Analyst.

 

Ms. Huber, the winner of Euromoney LMG’s Americas Women in Business Law Awards in Environment, is recognized as a leading transactional and environmental lawyer in numerous legal industry publications, including (i) Band 1, New York: Environment – Chambers USA 2015 (since 2007); (ii) Environmental Law – Best Lawyers 2016; (iii) Law Business Research’s Who’s Who Legal – The International Who’s Who of Business Lawyers – Environment 2015 (since 2010); (iv) Legal 500 U.S. 2015 in Environment: Transaction and Regulatory Law (since 2011); (v) Practical Law Company’s Which lawyer? – USA, New York - Environment: Corporate; (vi) Super Lawyers 2015 (since 2010). She is also the recipient of the Lawyers Alliance for New York’s Cornerstone Award honoring outstanding pro bono legal services.

 

Work Highlights

Mergers & Acquisitions

  • Emera on its pending acquisition of TECO Energy
  • El Paso Electric on the pending sale of its interest in the Four Corners Coal-Fired Power Plant located in the Navajo Nation to the Arizona Public Service Company
  • Baker Hughes on its pending combination with Halliburton
  • Emerson Electric on its sale of its Power Transmissions Solutions business to Regal Beloit Corporation and of its InterMetro Business to Ali Group
  • Roche’s acquisition of InterMune
  • Tyson Food’s acquisition of Hillshire Farms and its sale of its Mexican and Brazilian poultry business
  • Smith and Nephew’s acquisition of ArthroCare
  • China Hydroelectric Corporation’s going-private transaction
  • Heinz’s acquisition by a consortium comprised of Berkshire Hathaway and 3G Capital
  • Warner Chilcott’s acquisition by Actavis
  • Edwards Group’s acquisition by Atlas Copco
  • Murphy Oil Corporation’s sale of its Meraux refinery to Valero and its Superior refinery to Calumet
  • Daikin Industries’ acquisition of Goodman Global
  • Toyo Seikan’s acquisition of Stolle Machinery Company

 

Capital Markets

  • Delphi's $1.3 billion senior notes offering
  • Nexteer Automotive's IPO
  • Geopark's IPO
  • Affimed NV's IPO
  • Delphi Automotive's IPO

 

Bank Financings and Other Matters

  • Sociedad Minera Cerro Verde’s mine expansion project financing
  • Acquisition financing for Clayton Dubilier & Rice’s acquisition of Ashland Water Technologies
  • Debt restructuring for Foxwoods
  • Universal Orlando’s joint venture, construction, development and financing of the Cabana Bay Beach Resort

 

Memberships

  • Member, Sustainability Accounting Standards Board, Advisory Council
  • Environment, Energy and Resources Division, American Bar Association
  • Environmental Law Institute

 

David A. Zilberberg

Davis Polk & Wardwell LLP

Mr. Zilberberg is counsel in Davis Polk's Corporate Department, practicing in the Environmental Group. He advises clients with respect to environmental, sustainability and mass tort liability issues in connection with all aspects of complex corporate and real estate transactions. He has worked on transactions relating to a wide variety of environmentally sensitive industries, including oil and gas exploration and refining, transportation, consumer products and chemical manufacturing.

 

Outside of the transactional context, Mr. Zilberberg advises clients with respect to compliance with environmental laws and regulations, development of internal environmental policies and procedures, assessment of environmental and mass- tort risks and liabilities and contractual disputes and enforcement proceedings relating to environmental matters.

 

Professional History

  • Counsel, Davis Polk since 2015
  • Special Counsel, Fried, Frank, Harris, Shriver & Jacobson, 2013-2015
  • Associate, Fried, Frank, Harris, Shriver & Jacobson, 1998-2013

Publications

  • EPA Issues Ambitious Clean Power Plan Mandating Significant Reductions to GHG Emissions from the Power Industry by 2030 | Pratt's Energy Law Report, Vol. 15-9, LexisNexis, October 2015
  • Bona Fide Prospective Purchaser Defense: Why Has It Failed to Deliver? | New York Law Journal, Vol. 248 - No. 26, August 7, 2012

 

Reviews

MB
Michael B.

Very good update on Environmental Law Topics relating to legal liability issues.

KS
Kenneth S.

very relevant

LC
Lawrence C.

Excellent program.

RV
Ron V.

Good synopsis of M&A terms re environmental issues. Very well organized. You could tell the instructors spent a lot of time organizing their materials.

IH
Ingrid H.

practical and sophisticated presentation; covered a good range of issues well.

PB
Peter B.

Very Good --The hypothetical was most useful in explaining the issues .

SO
Stephanie O.

Excellent presentation; very helpful to filter the information through a hypothetical transaction.

JN
John N.

Both speakers covered their topics thoroughly and identified key areas of concern in allocating environmental responsibility in an acquisition.

SA
Sharon A.

Informative presentation

MM
Marcia M.

Thorough Presentation!!

JD
Joseph D.

Betty was excellent.

LB
lynne b.

excellent faculty, esp Barbara Moy Huber.

MB
Marcelle B.

Great presentation.

DB
David B.

excellent written materials!

JO
John O.

Excellent content, technology and support

BP
Brian P.

I enjoyed the way that the speakers and had clearly designed the flow of the back-and-forth between each other. It was well done.

JF
Joel F.

written material was particularly helpful

ML
Marcus L.

Great examples in the written materials provided. Not just in the slides and the examples for language to use in negotiated documents and conversations, but also creating a checklist for these types of actions.

PW
Pamela W.

Good summary of the issues.

SG
Stephen G.

Excellent presentation.

PD
Peter D.

Great suggestions and language in the accompanying materials

ED
Emily D.

Great use of slides!

CJ
Chris J.

Lots of great information. Appreciate the contract provisions.

SK
STEPHEN K.

Both Great speakers

BK
Bohdan K.

This program was thorough and constituted effective instruction.

DS
Donald S.

Good presentation.

EF
Elizabeth F.

Panel did a good job of organizing information.

JC
John C.

Well prepared

RC
Robert C.

Good program

PC
Peter C.

Very thorough written materials

RM
Robert M.

Great practical examples to modest and how to protect the buyer.

KF
Kim F.

good overview of issues and ways to address them.

WC
William C.

very substantive

JM
John A. M.

Excellent course. Well presented by highly knowledgeable practitioners.

WD
William D.

I was really glad to see sample contract markups in the slide presentation for future reference.

MS
Michael S.

She was great

WK
William K.

Good overview

DH
David H.

Excellent high-level overview.

LO
Lynda O.

Very, very interesting. Wonder if these two are doing another course?

KB
Kelvin B.

This course was excellent! In addition to highlighting the environmental issues it also addressed M&A

RG
Robert G.

Good discussion on reps & warrs negotiations, for both sides.

CM
Charles M.

Excellent program.

JC
Joseph C.

Nice Course

CM
Charles M.

Great Information

AA
Angela A.

Excellent presentation from speakers who know their stuff!

MW
Michael W.

Well done and informative course with sufficient detail to provide meaningful insight to pitfalls and traps.

PB
Paul B.

Interesting topic

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