Environmental Transactions

Brownfields Redevelopment

Holland & Knight has a national practice assisting real estate developers, corporations and municipalities in transforming contaminated lands into economically productive, environmentally safe projects that help communities grow. We utilize skilled teams of attorneys knowledgeable in every aspect of brownfields redevelopment in order to provide you with an extensive network of contacts, up-to-the-minute analysis of changing federal and state voluntary cleanup requirements, and regulatory and risk management tools to quantify environmental risks and structure transactions in ways that minimize potential environmental liabilities.

We have substantial experience negotiating pollution legal liability, remediation cost cap, blended finite risk and secured creditor policies to facilitate these deals. In addition, we have been leaders in developing policies and practices that govern the implementation, monitoring and enforcement of institutional controls (aka land use restrictions) on contaminated sites. We also have extensive experience bringing federal, state and local financial incentives to the table to facilitate these deals.

For example, we have:

• facilitated the redevelopment of industrial, manufactured gas, chemical and gasoline service station sites in many jurisdictions, including without limitation, Massachusetts, Rhode Island, New York, New Jersey, Pennsylvania, Maryland, Virginia, District of Columbia, Georgia, Florida, Texas, Illinois, Michigan and California
• developed an institutional controls strategy for a 300-acre Superfund site in California that had previously been redeveloped into an industrial-business park
• negotiated and implemented institutional controls and long-term inspection/monitoring programs in several states
• chaired the ASTM Task Group that developed E 2091 - 11 (Standard Guide on the Use of Activity and Use Limitations, Including Institutional and Engineering Controls)
• advised the National Conference of Commissioners on Uniform State Laws on the development of a model Uniform Environmental Covenants Act
• compiled and edited the first-of-its-kind book on land use controls titled Implementing Institutional Controls at Brownfields and Other Contaminated Sites, for the American Bar Association

Environmental Components of Corporate and Real Estate Transactions

Our environmental lawyers have substantial experience performing due diligence inquiries in connection with domestic and international business transactions. Holland & Knight's National Environmental Team works closely with the corporate and real estate groups on mergers and acquisitions, financings and real estate transactions where the environmental condition of property and assets is relevant.

We have substantial experience in assisting you in obtaining environmental insurance policies to facilitate real estate and corporate acquisitions. These products include pollution legal liability, remediation cost cap, blended finite risk and secured creditor policies. Our environmental attorneys work closely with the leading environmental insurance brokers and carriers and remain up-to-date on the latest insurance pricing and trends. Additionally, we have substantial experience with the implementation, monitoring and enforcement of institutional controls (aka land use restrictions) on contaminated sites.

For example, we have:

• reviewed hundreds of Phase I and Phase II Environmental Site Assessments and actively participated in the development of the standards that govern those inquiries
• counseled corporations on environmental issues during mergers and acquisitions, including facilitating the transfer of permits at power plant and manufacturing facilities
• negotiated environmental indemnities, environmental representations and warranties and environmental insurance policies to allocate environmental risks in transactions
• negotiated innovative risk transfer mechanisms, such as a guaranteed fixed-price remediation contract together with environmental insurance policies, to facilitate the sale of 200 convenience stores from a bankrupt entity to a new owner
• conducted multistate environmental due diligence in the corporate asset restructuring of a resins and composites manufacturing company with facilities in eight states
• conducted multinational environmental due diligence in the acquisition of the printed circuit board assembly portion of the business of a major electronics manufacturer, with facilities in nine countries outside of the U.S.

Environmental Insurance

We are experienced in handling insurance coverage issues involving contaminated properties ─ both in the courtroom and at the negotiating table. Our experience includes handling insurance coverage issues arising with respect to contamination of property owned by the insured or by third parties, including insurance coverage for cleanup costs at hazardous waste disposal sites. We also have substantial experience in assisting clients in obtaining environmental insurance policies to facilitate real estate and corporate acquisitions. These products include pollution legal liability, remediation cost cap, blended finite risk and secured creditor policies.

This includes negotiating dozens of pollution legal liability (PLL) and “cost cap” environmental insurance policies with all of the primary carriers to facilitate real estate and corporate transfers.

Compliance Auditing and Corporate Governance

We assist you in conducting environmental compliance audits, including preparing the audit survey for completion by each audited facility, interviewing plant personnel and drafting the audit report. Such audits are prepared in accordance with both federal and state audit laws to ensure that, if the findings are disclosed to federal or state agencies, you can obtain mitigation of the penalties for any violations discovered.

In addition, we have extensive experience with environmental disclosure obligations under the Sarbanes-Oxley Act of 2002 and the establishment of internal disclosure controls. We have assisted clients in implementing environmental management systems under ISO 14000 as adopted by the International Organization for Standardization. Holland & Knight also has capabilities working with correspondent law firms in Europe, Mexico, Latin America, the Middle East and the Pacific Rim to counsel domestic corporations on environmental compliance and liability issues in virtually any country in the world.

For example, we have:

• conducted comprehensive environmental compliance audits for clients in multiple jurisdictions under the attorney/client privilege for internal use
• assisted clients in preparing and conducting environmental compliance audits to enable clients to comply with state audit privilege and immunity laws as well as satisfy U.S. EPA’s audit disclosure policy to take advantage of penalty reductions for voluntary reporting
• coordinated and conducted an environmental compliance audit for the client to implement an environmental management system under the ISO 14000 standard series for the client’s facilities located throughout the United States