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.
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
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.
Mergers & Acquisitions
Bank Financings and Other Matters
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.
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.
practical and sophisticated presentation; covered a good range of issues well.
Very Good --The hypothetical was most useful in explaining the issues .
Excellent presentation; very helpful to filter the information through a hypothetical transaction.
Both speakers covered their topics thoroughly and identified key areas of concern in allocating environmental responsibility in an acquisition.
Betty was excellent.
excellent faculty, esp Barbara Moy Huber.
excellent written materials!
Excellent content, technology and support
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.
written material was particularly helpful
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.
Good summary of the issues.
Great suggestions and language in the accompanying materials
Great use of slides!
Lots of great information. Appreciate the contract provisions.
Both Great speakers
This program was thorough and constituted effective instruction.
Panel did a good job of organizing information.
Very thorough written materials
Great practical examples to modest and how to protect the buyer.
good overview of issues and ways to address them.
Excellent course. Well presented by highly knowledgeable practitioners.
I was really glad to see sample contract markups in the slide presentation for future reference.
She was great
Excellent high-level overview.
Very, very interesting. Wonder if these two are doing another course?
This course was excellent! In addition to highlighting the environmental issues it also addressed M&A
Good discussion on reps & warrs negotiations, for both sides.
Excellent presentation from speakers who know their stuff!
Well done and informative course with sufficient detail to provide meaningful insight to pitfalls and traps.
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