Practice Areas & Industries: Bracewell & Giuliani LLP

Practice/Industry Group Overview

Complex environmental problems require integrated risk-planning. Our Environmental practice marries regulatory and policy experience with the firm's superior knowledge of risk management in development projects, strategic business acquisitions, divestitures and disclosures.

Issues of environmental liability can become major concerns when assets, businesses, or companies are bought or sold.  As part of the due diligence process, our lawyers identify environmental liabilities, then structure and document transactions to protect the client's business objectives.

Services Available

We regularly perform environmental due diligence on both domestic and international transactions, including mergers, acquisitions, lending/financing and real estate ventures.  Our team evaluates prior or current business location operations, on-site and off-site disposal practices, and potential liability to or from adjacent property owners.  We help clients achieve their strategic objectives while protecting against and allocating risk and liability. 

Representative Matters

We advised on the acquisition and integration of more than 50 facilities acquired in a $1.2 billion acquisition spanning North America, South America, the Caribbean and Europe, and later assisted in decommissioning dozens of redundant facilities in numerous countries during the post-integration phase of planned consolidation, all without precipitating a single environmental enforcement action or an unplanned environmental capital expenditure.

In the $1.8 billion acquisition of an international chemical manufacturer with facilities in twenty-two countries producing lubricants, additives and resins for industrial applications and applications in the food and beverage and personal care, we performed due diligence and assisted in integrating the multi-million-dollar legacy indemnities acquired in the deal.

Negotiated a landmark agreement with EPA providing that environmental due diligence findings at over 100 U.S. facilities in a $3.5 billion merger of two international chemical companies were eligible for disclosure and penalty relief pursuant to EPA's audit policy, saving millions of dollars in penalties and transactions costs associated with enforcement defense. 

For an energy company based abroad, comprehensive environmental advice with respect to the acquisition of a petroleum refinery in the United States.

Advised a private equity group regarding the asset purchase of surface and subsurface coal mining operations, including orchestration of EHS due diligence and negotiation of purchase and finance agreements.

Advised a multinational independent liquid terminal operator regarding a potential joint venture involving North American assets, including coordination of affirmative and responsive EHS due diligence and negotiation of JV terms.

Advised a private equity group regarding the purchase of beef slaughtering, cooking and packaging operations.

On behalf of an international bank, investigation and assessment of environmental risks and liabilities associated with extensive energy-related assets (upstream, midstream and downstream), in support of a major credit facility for a large energy company.

Advised a potential joint venture investor regarding the EHS risks and liabilities associated with in-situ uranium mining on state and tribal lands in the American Southwest.

Conducted environmental due diligence and negotiated environmental terms in the formation of a new worldwide aviation fueling and ground services company with major operations at airports throughout the U.S. and Canada.

Advised seller with respect to alleged releases attributed to underground fuel supplies at a major airport facility, involving complex issues of environmental assessment, governmental ownership and use, and numerous onsite operators.

$2,600,000,000 leveraged acquisition of a multinational paper and forest products company with manufacturing operations throughout Europe, Australia and United States.

$1,325,000,000 acquisition of a manufacturer of sports equipment and operator of sports centers throughout Europe, Asia, Australia and United States.

$1,800,000,000 merger of two fertilizer manufacturers with mines and production facilities in Canada and United States, forming one of the world’s largest integrated fertilizer companies.