Environmental Transactional

Environmental Transactional

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The purchase of assets and businesses can expose the buyer to potentially significant liabilities under numerous environmental laws and regulations. Undertaking a comprehensive due diligence review of assets and business operations can minimize the risk of acquiring such liabilities.

This type of due diligence is often conducted in transactions, typically on behalf of a buyer, through the review of environmental documents and the tailoring of representations and warranties and indemnities, and it forms an important part of the vast majority of transactions.

Due diligence also refers to the concept of being “duly diligent” to prevent environmental noncompliance. The steps taken at the operational level or before a sale occurs may help to avoid noncompliance claims and may also provide a defense for alleged noncompliances. In this respect, an environmental compliance program can provide many benefits to the organization, not the least of which is the protection of its senior management from personal liability for the conduct of the most junior of employees. These programs can also be used by corporations to make sure that there are no outstanding environmental issues before they embark on a major new development or approach to their business.

We have significant experience across multiple jurisdictions and legal regimes in all aspects of transactional work, due diligence and risk assessment/management. It is particularly critical in multinational transactions, where contractual terms may implicate a number of domestic and international environmental standards. We work with technical and environmental advisers to provide you with comprehensive advice and practical solutions to transactional issues. We have experience:

assisting in the preparation and implementation of environmental compliance programs
performing regulatory compliance audits and advising clients with respect to noncompliance matters
advising on particular environmental issues, such as contamination and site remediation, which may form an obstacle to future transactions.

Key service areas

We have developed our significant expertise through work on all kinds of transactions, including share and asset deals, property sales, and transactions dealing with oil and gas assets, waste, manufacturing, logistics, and real estate, by conducting and advising on:

vendor’s due diligence
purchaser’s due diligence
environmental matters relevant to lenders and other financial agents
due diligence on project finance transactions, particularly asset and project finance in the energy and mining sectors
project risks
language to allocate environmental risks in all kinds of transactions
the nature of certain environmental risks and issues for boards of directors and executives
innovative risk allocation mechanisms on heavily contaminated sites
the tax treatment of environmental costs and governmental incentives and grants for environmental projects
government relations and media management.

More About Environmental Transactional

Experience

BP Canada: Advising on the sale of Natural Gas Liquids (NGL) business to Plains Midstream Canada ULC, a wholly owned subsidiary, for CA$1.67 billion. This is the most recent of several billion-dollar-plus transactions where Dentons has partnered with BP. The NGL business owns, operates and has contractual rights to a wide range of assets from both production and distribution functions, from extraction though to wholesale distribution of NGL products across Canada and in the Midwest United States.
Pogo Producing Co.: Advising with respect to conducting environmental due diligence on the CA$2 billion sale of Calgary-based Northrock Resources Ltd. to Abu Dhabi National Energy Co. (TAQA). Previous representation of Pogo in its CA$1.8 billion acquisition of Northrock from Unocal Corp meant that extensive environmental reviews of Northrock's oil and gas properties in western Canada were conducted as part of both transactions.
Sasol Petroleum International: Advising on the CA$1.05 billion acquisition of a 50 percent working interest in Talisman Energy Inc.’s (Talisman) Farrell Creek shale gas assets in the Montney Basin area of northeastern British Columbia, a subsequent transaction with Talisman for similar consideration of CA$1.05 billion, which expanded Sasol’s gas reserves in the area, with a view to the further development of a gas-to-liquids plant to be located in Canada and to serve the North American liquid fuels markets.
Teledyne Technologies Inc.: Advising on its $337 million acquisition of publicly traded DALSA Corporation (TSX: DSA) (DALSA) by plan of arrangement. Teledyne is a leading provider of sophisticated instrumentation, digital imaging products and software, aerospace and defense electronics, and engineered systems with operations primarily located in the United States, Canada, the United Kingdom and Mexico. DALSA, now Teledyne DALSA, Inc., is an international leader in high performance digital imaging and semiconductors. The company designs, develops, manufactures and markets digital imaging products and solutions, in addition to providing specialized semiconductor foundry services, with core competencies in advanced integrated circuit and electronics technology, software, and highly engineered semiconductor wafer processing.
Tembec Industries Inc.: Advising on a variety of transactions, notably the $98.5 million sale of its OSB business to Jolina Capital Inc., the acquisition of St-Anne-Nackawic Pulp Mill by AV Nackawic Inc. (controlled by Tembec Inc. and by Aditya Birla Group of Mumbai) and the joint reorganization with Domtar of key sawmills in Northeastern Ontario. This last transaction required innovative real estate structures in order to address environmental liability matters.

Recognition

Dentons secures 141 individual and 42 practice rankings in Legal 500 US 2017

June 6, 2017

Dentons earned 141 individual and 42 practice rankings in the most recent edition of Legal 500 US 2017, an annual legal directory, which catalogues the nation's best lawyers and law firms based on in-depth research and interviews.

Dentons secures 123 individual and 38 practice rankings in Chambers USA

May 26, 2017

Global law firm Dentons earned 123 individual and 38 practice rankings in the most recent edition of Chamber USA, a well-known annual legal directory that identifies the world's best lawyers and law firms based on in-depth, objective research.

Dentons Boosts Rankings in 2015 Edition of Legal 500 US

June 11, 2015

The 2015 edition of The Legal 500 US recognizes 24 Dentons practices and 75 lawyers.

Insights

Climate justice is required when locating new energy sources

July 24, 2024

South Africa: When looking at the merits, or concerns around, fracking we need to consider more viewpoints than just that of lobby groups, as important as these are, because there are other socio-economic issues at play, writes Noor Kapdi, Chairman of Dentons South Africa.

A Sea Change in Environmental Law: The Supreme Court Just Up-Ended Administrative Review and Enforcement As We Knew It

July 1, 2024

United States: The Supreme Court of the United States (Supreme Court) just handed down three blockbuster rulings and granted certiorari in a third case to be argued next term.

Climate Change Newsletter - Issue 11

July 13, 2016

Welcome to the Dentons' Climate Change Newsletter. Combining our regional practices from around the world, we intend in upcoming newsletters to provide short articles from several of our offices to present an overview of current developments globally in the climate change space. Please do not hesitate to reach out to any of these authors, to any member of the Environment and Natural Resources practice or to our Energy group for information on these or other topics of interest.

View all insights for Environmental Transactional

News and Events

Recent Press Releases

Dentons advises on PLN 335 million financing of the Nozdrzec wind farm

January 18, 2024

Dentons has advised Yevulei Shemesh Renewable Energy Group Ltd as sponsor on the PLN 335 million financing extended by mBank and EBRD for the construction and operation of a 48 MW onshore wind farm in south-eastern Poland. The project consists of 16 wind turbines and is expected to generate 138 GWh of electricity per annum allowing the reduction of up to 100,000 tons of CO2 emissions annually.

Dentons advises P Capital Partners on a senior debt financing for a 167 MW portfolio of renewable energy projects in Poland

January 16, 2024

Dentons has advised P Capital Partners (PCP) on providing a Euro-denominated senior debt package to project companies controlled by SUSI Partners, a Swiss fund manager specializing in sustainable energy infrastructure investments, acting on behalf of the SUSI Energy Transition Fund (SETF), for a 167 MW portfolio of photovoltaic and wind power projects in Poland.

Dentons secures 141 individual and 42 practice rankings in Legal 500 US 2017

June 6, 2017

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Environmental Transactional

Environmental Transactional

Key service areas

More About Environmental Transactional

Experience

Recognition

Dentons secures 141 individual and 42 practice rankings in Legal 500 US 2017

Dentons secures 123 individual and 38 practice rankings in Chambers USA

Dentons Boosts Rankings in 2015 Edition of Legal 500 US

Insights

Climate justice is required when locating new energy sources

A Sea Change in Environmental Law: The Supreme Court Just Up-Ended Administrative Review and Enforcement As We Knew It

Climate Change Newsletter - Issue 11

News and Events

Recent Press Releases

Dentons advises on PLN 335 million financing of the Nozdrzec wind farm

Dentons advises P Capital Partners on a senior debt financing for a 167 MW portfolio of renewable energy projects in Poland

Dentons secures 141 individual and 42 practice rankings in Legal 500 US 2017

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