Navigating environmental risk in deal transactions is a multi-faceted endeavor. It requires an in-depth understanding of several moving parts that together comprise environmental liability risk for any business concern involved in a deal, including: a panoply of environmental law and regulation in the United States and those of other countries where transactions involve international assets and corporate entities, the potential magnitude of site contamination or regulatory non-compliance risk at play in comparison with a deal’s size, and the practical realities associated with impacts on development or operating costs and timeframes. Proper allocation of risk as between buyer and seller, target and acquirer and lender and borrower is, at its base, an exercise in liability/litigation risk management. An awareness of the modern tools for environmental due diligence investigations, third-party risk transfer mechanisms, is key to effective management of those risks.
Using several case studies as examples of deal types, two veteran attorneys from Kelley Drye & Warren’s Environmental Practice Group, Michael Dobbs and Steven Humphreys, take an in-depth look at how to effectively identify and approach environmental concerns in a variety of deal settings so that it does not get in the way of a timely deal signing and closing.
Gain insight on options for achieving effective contractual risk allocations quickly and efficiently
Identify the modern innovative tools for shifting risk to third-party vendors (e.g., insurance and guaranteed remediation contracts)
Grasp how to minimize potential liability and litigation exposure for cost recovery, personal injury and property damage claims and to preserve rights to pursue cost recovery claims against other responsible parties
Steve Humphreys is special counsel in the firm's Parsippany office, where he concentrates in all aspects of environmental law and related counseling of businesses. He also assists business clients in such emerging fields as environmental sustainability business auditing, renewable energy development and energy conservation infrastructure. Other areas of emphasis in Mr. Humphreys' practice include litigation and regulatory compliance counseling in matters arising under CERCLA, the federal Resource Conservation and Recovery Act (RCRA), Clean Air Act, Clean Water Act, and various state and local environmental laws, as well as environmental aspects of business transactions.
Mr. Humphreys represents purchasers and sellers of contaminated or potentially contaminated and “brownfields” properties in transactions involving single and multiple properties, both in the United States and abroad, and he represents lenders and borrowers in commercial loan transactions and loan workouts. He has particular experience in developing strategies for the identification, management and allocation of environmental risk in business transactions, including the use of environmental insurance products, guaranteed remediation contracts and governmental liability protections to offset risk.
Mr. Humphreys also represents owners of real property seeking to manage environmental liabilities through voluntary cleanup programs and property transfer laws such as the New Jersey Industrial Site Recovery Act. He has experience retaining and managing environmental engineering firms, including response action contractors, for projects involving the investigation and remediation of contaminated property.
Another aspect of Mr. Humphreys' practice involves the representation of clients in prosecuting and defending claims under the federal Superfund law (CERCLA) and comparable state statutes for recovery of costs associated with cleaning up environmental contamination at various types of industrial and commercial properties. Mr. Humphreys also has represented corporate clients regarding regulatory enforcement actions and/or obligations arising under CERCLA, RCRA, the Clean Air Act, Clean Water Act, federal Insecticide, Fungicide, and Rodenticide Act (FIFRA), and various state and local environmental laws. In addition, Mr. Humphreys has represented corporate clients and property owners in the prosecution of several insurance recovery cases, leading to the recovery of millions of dollars in proceeds under insurance policies for environmental-related damages and losses.
Mr. Humphreys' practice also includes counseling clients in a wide range of compliance issues arising under federal and state environmental laws, primarily with regard to hazardous waste regulation and water and air permitting matters. He has participated in the development of significant federal rulemakings under CERCLA and RCRA through the submission of comments on behalf of affected parties.
Mr. Humphreys has written numerous articles on various environmental law issues, including environmental considerations in real estate and corporate transactions, criminal enforcement of environmental laws and hazardous waste cleanup cost recovery. He also is a frequent speaker at conferences and seminars on environmental law topics. His recent speaking engagements have included such topics as "Water Rights and Resource Management," "Buying and Selling Contaminated Properties" and "New York's Brownfields Cleanup Program."
Environmental Aspects of Transactions
Oversaw environmental due diligence and negotiation of contractual allocations of environmental risk in the following transactions:
Regulatory Enforcement Actions
Memberships & Associations
Honors & Awards
Micheal Dobbs has nearly two decades of experience in commercial, environmental and tort litigation matters, with an emphasis on environmental litigation and regulatory matters. He has served in leading roles in some of the largest and most complex environmental litigation matters in the country, and has been at the forefront of contaminated waterway issues. Micheal represents clients in a wide range of other environmental matters, including CERCLA, RCRA, the Oil Pollution Act, the Clean Water Act and property-damage claims. In addition, he has extensive experience representing clients in a variety of commercial litigation matters, including matters involving condemnation, breach of contract, breach of fiduciary duty, fraud, negligent misrepresentation and contract interpretation.
Micheal also spends significant time resolving real estate and environmental regulatory matters, including negotiating and facilitating the purchase, sale, lease and cleanup of environmentally impacted properties. In connection with these transactional matters, Micheal provides particular expertise in property transfer issues, easement and leasehold negotiations, indemnity protections and the negotiation and administration of property cleanup and remediation agreements. He also handles environmental regulatory matters before state and federal agencies.
Micheal has resolved environmental claims valued into the hundreds of millions of dollars. Micheal serves as special counsel to the Attorney General of the state of New Jersey in pursuing remediation costs, economic damages and natural resource damages associated with the dioxin contamination of the Passaic River and Newark Bay. This decade-long litigation settled for $355 million in costs and damages, including $67.5 million in restoration projects, and up to an additional $400 million for future remediation costs. Micheal also represented the Port of Houston Authority in litigation against a neighboring pesticide plant for releases of hazardous substances into the adjacent property and navigable waters. The port obtained a settlement valued at $100 million, which the National Law Journal named as one of the ten most significant settlements in Texas that year.
Micheal Dobbs is also an Eagle Scout and is active in the Boy Scouts of America.
This was exactly the right program at the right time for some issues I am working through right now.
Right on point, extremely helpful.
this is one of the better environmental law course I've taken in the past eight years. it succinctly summarizes all the key US Federal environmental categories an attorney should know if they are involved with environmental issues.
Excellent overview of environmental law and practice
Course was pretty good.