Environmental Due Diligence and Transactions

Businesses encounter environmental and natural resources issues in all forms of mergers, acquisitions and strategic alliances, whether they are acquiring another company or being acquired.

Our environmental attorneys form a team to structure these alliances in a way that best suits the needs of our individual clients. Our lawyers work with environmental professionals to evaluate and assess the risks and liabilities in complex transactions, many of them involving multiple properties across several jurisdictions, in order to assist clients in handling legal issues relating to environmental assessments. Our attorneys handle environmental due diligence during corporate mergers and acquisitions, including pre-transaction reviews and assessments, and consider major federal and state actions that may affect the transaction.

Ice Miller environmental attorneys work closely with corporate, financial and private equity advisors, as well as our client's technical and environmental engineering consultants, to reach comprehensive, practical solutions to challenges involving contamination, potential contamination and permitting issues. Our team-based approach and internal resources allow us to integrate seamlessly with our clients and their consultants. We serve a broad range of businesses in highly regulated industries, including oil and gas, health care, automotive redistribution, advanced manufacturing, specialty chemicals, agriculture and alternative energy.

Our services include:

Due diligence, pre-acquisition structuring and review
Environmental due diligence in mergers & acquisitions
Assessment of facility siting and permitting
Closure assessments and implementation
Regulatory program reviews
Permitting assessments and completion in change of control

Representative Experience

Citizens Energy Group: assisted with environmental structuring and due diligence, including the permitting and licensing required for the acquisition by CEG of the water and wastewater assets of the City of Indianapolis.
CountryMark Cooperative LLP: structured due diligence for acquisition of oil and gas wells in the Illinois basin, including coordination and implementation with environmental consultant and insurance coverage team.
Greif International: We assisted the client with structuring environmental due diligence for the acquisition of industrial container recycling businesses in seven European countries, with negotiation of environmental representations and purchase indemnities in the transaction agreement and the pursuit of indemnification claims.
The Buckingham Companies: Ice Miller's environmental attorneys support Buckingham in its real estate purchases and construction. This includes construction in wetlands and floodways, asbestos and lead paint issues when buildings are rehabilitated, Phase 1 investigations, Phase 2 investigations and storm water issues.

Additional Experience

A multi-disciplinary team of Ice Miller attorneys served as lead counsel for the $3.85 billion lease of the Indiana Toll Road. The lease, part of then-Governor Mitch Daniels' Major Moves initiative, allowed the state to transfer operations and maintenance of the 157-mile highway across northern Indiana to an Australian-Spanish consortium. In addition to negotiating the lease, the transaction involved 3,000 parcels of land, a major piece of legislation, and three lawsuits. The Ice Miller team negotiated the transaction, prepared the legislation to make it possible and then worked with the Indiana General Assembly to make it a reality. We also defended our client against three separate lawsuits which challenged the constitutionality of the legislation and what it was enacted to accomplish. Ice Miller's environmental lawyers completed the assessment and disposition of the environmental permitting for the 157-mile highway, associated rest stops, infrastructure and storage tanks. All of this was accomplished under the microscope of the media and a short deadline.
Ice Miller environmental attorneys assisted a milk products manufacturer with environmental due diligence and compliance audits, as well as permit transfers and resolution of legacy environmental issues for multi-state acquisition and expansion of production.
In corporate and real estate transactions, our environmental attorneys are important team members. Oftentimes the environmental issues are not complex and do not dominate the transaction. Sometimes, though, environmental issues can make or break the deal. One such corporate transaction involved a century old paint company that we were helping the stockholders sell. Unsurprisingly, the Phase 1 report recommended a detailed Phase 2. This normally would not present a challenge, but due to an unrelated matter, a Phase 2 could not be agreed upon. Counsel for both parties, along with their environmental and financial consultants, became central to the transaction and worked toward an agreement with representations and warranties related to environmental risks and allocations. After lengthy negotiations, and with the input of our clients' financial consultants, the parties were able to craft escrow agreements that addressed the environmental risks and pending environmental litigation. Ice Miller's environmental attorneys played a central role in getting the deal done.

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3/16/2022 - Environmental Protection Agency Publishes Rule Officially Allowing New ASTM Standard for All Appropr

Professionals

Name	Position	Phone
Amy Berg	Partner	317-236-2247
Terri A. Czajka	Partner	317-236-2262
Thomas W. Dimond	Partner	312-726-7125
Freedom S.N. Smith	Partner	317-236-5893
Donald M. Snemis	Senior Counsel	317-236-2341
Lauren Baldwin	Associate	317-236-2324

Practice Contacts

Thomas W. Dimond, Partner

thomas.dimond@icemiller.com

Freedom S.N. Smith, Partner

freedom.smith@icemiller.com