M&A Agreements: Drafting Real Estate and Environmental Contract Provisions
Structuring Environmental Liability Protections and Real Estate-Specific Representations, Indemnification and Post-Closing Adjustments
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will provide guidance to M&A counsel for structuring and drafting real estate-specific representations, indemnification and post-closing adjustment clauses and environmental contract provisions in M&A agreements. The panel will outline effective approaches for identifying, allocating, and mitigating real estate and environmental risks and liabilities in purchase, merger or consolidation agreements.
Outline
- Real estate considerations in M&A deals
- Due diligence: title, surveys, appraisals, zoning
- Contractually allocating real estate risks
- Real-estate specific representations
- Indemnification
- Post-closing adjustments
- Negotiation Strategies
- Environmental considerations in M&A deals
- Due diligence: environmental reports, contaminated property
- Contractually allocating environmental risks
- Brownfield programs and environmental insurance
Benefits
The panel will review these and other key issues:
- Best practices for conducting real estate due diligence in M&A
- Best practices for conducting environmental due diligence in M&A
- How to leverage real estate-specific representations, indemnification and post-closing adjustments in M&A agreements
Faculty
Leah J. Knowlton
Partner
Taylor English Duma
Ms. Knowlton has more than 25 years of experience counseling clients on environmental regulatory matters and... | Read More
Ms. Knowlton has more than 25 years of experience counseling clients on environmental regulatory matters and representing them in criminal and civil litigation involving chemical contamination and other environmental violations. Ms. Knowlton regularly develops and implements environmental compliance management systems and advises clients on chemical safety and security matters. She has extensive experience assessing environmental risk and negotiating contracts and remediation plans in corporate and real estate transactions.
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Brian D. Meacham
Partner
Smith Anderson Blount Dorsett Mitchell & Jernigan
Mr. Meacham has experience representing public and private companies in mergers and acquisitions and commercial... | Read More
Mr. Meacham has experience representing public and private companies in mergers and acquisitions and commercial transactions, counseling clients with regard to general commercial and corporate law issues, and representing clients in connection with leasing, buying and selling commercial real estate. He is a frequent presenter on real estate issues related to mergers and acquisitions, among other topics.
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Jonathan B. Wilson
Partner
Taylor English Duma
Mr. Wilson applies his more than 20 years of experience as an in-house lawyer, and business adviser to help... | Read More
Mr. Wilson applies his more than 20 years of experience as an in-house lawyer, and business adviser to help business executives and owners achieve negotiated solutions to technology and financial transactions. He is a member of the firm’s Corporate and Business practice group and his practice includes corporate securities, corporate finance and governance, mergers and acquisitions, and intellectual property. He previously was the general counsel or chief legal officer of Interland Inc., Web.com Group Inc. and EasyLink Services International Corp., where he advised senior management and the boards of directors on SEC reporting, NASDAQ compliance, Sarbanes-Oxley matters, corporate governance, governmental affairs, contracts, litigation, intellectual property and mergers and acquisitions.
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