Corporate and Real Estate Transactions

EPA PCB Reinterpretation Will Help Facilitate Brownfield Development

Brownfields, Corporate and Real Estate Transactions, Environmental Due Diligence, Hazardous Waste / By

This post is the first installment of a new series discussing common mistakes and best practices for brownfield development. In this piece, we discuss PCBs in building materials. The unexpected presence of PCBs in building materials is a common source of cost overruns in brownfield redevelopment projects are costs and delays. Recently, EPA announced a […]

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Ct Finds Reheater Replacement Projects Triggered New Source Review

Air Pollution, Corporate and Real Estate Transactions, Environmental Due Diligence / By

In United States v. La. Generating, LLC, 2012 U.S. Dist. LEXIS 134195 (M.D. La. 9/19/12), a federal district court ruled that reheater replacement projects for a coal-fired power plant did not qualify for the Routine Maintenance, Repair and Replacement (RMRR) exception to the New Source Review (NSR) program. As a result, the defendant who acquired the coal plant

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EB-5 Visa Program Becomes Important Source of Project Funding in NYC

Brownfields, Corporate and Real Estate Transactions, Environmental Due Diligence / By

In parts of NYC, it feels like 2006 again with construction projects on every block. How is this possible at a time when lenders still shying away from construction loans and equity investors demand 20% returns? One popular source of relatively cheap financing is the so-called EB-5 visa program that is available to foreigners who invest

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Ct in MGP Case Awards Orphan Share For Civil War Era

CERCLA, Corporate and Real Estate Transactions / By

When environmental lawyers explain the scope of CERCLA liability to property owners, we frequently tell them that they could be liable for all contamination at a property even that dating back to the Civil War. Of course, an southern attorney might refer to that 19th century conflict as the War Between the States or the

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Settlement Reached in Securities Class Action Suit For Inadequate Environmental Disclosure

bankruptcy, Corporate and Real Estate Transactions, Disclosure of Environmental Liabilities / By

The 2009 bankruptcy filing of Tronox, Inc. has spawned some interesting litigation. A trial commenced in May in the bankruptcy court for the Southern District of New York where a Litigation Trust formed as part of the Tronox reorganization plan is seeking $25B in damages from Kerr-McGee, a subsidiary of Anadarko Petroleum. Tronox, a manufacturer

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7th Circuit Declines To Apply Third Restatement of Torts in Apportionment Case

CERCLA, Corporate and Real Estate Transactions / By

In U.S. v. NCR Corp., 2012 U.S. App. LEXIS 16097 (7th Cir. 8/3/12) the United States Court of Appeals for the Seventh Circuit declined to adopt the Third Restatement of Torts reflecting a national trend away from joint liability. This ruling seems to fly in the face of the legislative history of the Comprehensive Environmental

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Obamacare Survives But Will CERCLA or RCRA?

Corporate and Real Estate Transactions, Hazardous Waste / By

A majority of justices found that the individual mandate of the Affordable Care Act violated the Commerce Clause  of the U.S. Constitution in National Federation of Independent Businesses v Sebelius. The Commerce Clause is the underpinning for the jurisdiction of the federal government to enact and enforce environmental laws such as CERCLA and RCRA. Thus,

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Environmental Liability and “Fractional” Property Interests

CERCLA, Corporate and Real Estate Transactions, Environmental Due Diligence / By

Last week, we discussed due diligence for transactions involving purchases of equity interests in entities that own property that are in technical default of the mortgages. This post discusses potential environmental liability for fractional ownership interests in the underlying property. First year saw students are taught in Real Property Class that property ownership consists of

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Non-Reliance Clause Bars Walk-Away Bidder From Recouping Diligence Costs

Corporate and Real Estate Transactions, Disclosure of Environmental Liabilities, Environmental Due Diligence / By

The Delaware Supreme Court ruled that a bidder that declined to proceed with a $170 million could not recover recoup $1.2 million in due diligence and negotiation costs. In RAA Management, LLC v. Savage Sports Holdings, Inc., 2012 Del. LEXIS 271 (Del. 5/18/12) , investment fund RAA Management (RAA) was invited by an investor bank

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Environmental Saga Involves Successor Liability, Bankruptcy and Environmental Justice

bankruptcy, CERCLA, common law, Corporate and Real Estate Transactions, Hazardous Waste / By

The most recent decision in Flake v. Schrader-Bridgeport Int’l, Inc., 2011 U.S. Dist. LEXIS 30372  (M.D. Tenn., Mar. 23, 2011) is just another chapter in this long-running environmental saga involving a successor liability, bankruptcy, toxic tort and environmental justice issues along with a piece of American automotive history. This well-traveled case began in a Tennessee county

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