Practice Areas & Industries: Sullivan & Cromwell LLP

Practice/Industry Group Overview

Sullivan & Cromwell's Environmental Practice Group continues to be at the forefront of all aspects of environmental law. For the fifth consecutive year, Chambers USA recognized S&C as one of the leading environmental firms in the United States. Its 2007 edition notes that the group "is felt by market sources to maintain the firm's strong reputation in M&A, and its highly coordinated approach makes for a very prompt turn-around on matters." The 2006 edition similarly remarked that "[c]lients appreciated the attorneys' 'commercial acumen in addition to their in-depth knowledge of environmental law.'"

S&C provides expertise in virtually every aspect of environmental law. Some of the most sophisticated and demanding companies in the world, including those in the environmentally sensitive manufacturing, chemicals, petroleum and mining sectors, entrust environmental work to the Firm. The Firm's environmental work is handled by an interdisciplinary team of lawyers who combine environmental law expertise with extensive corporate or litigation experience. We have deep experience:

• Providing environmental advice in commercial transactions, including risk analysis, negotiations and the development of protective transaction structures and efficient indemnity and cost sharing arrangements.
• Advising clients on ways to minimize environmental risks, including advice concerning environmental law requirements; structuring transactions and relationships with corporate affiliates to avoid alter ego and successor liability; preparing environmental policy statements and compliance programs; and obtaining reimbursement for losses under applicable indemnities and insurance policies.
• Handling a broad array of environmental statutory and toxic tort litigation involving CERCLA (Superfund), RCRA, Clean Water Act and other environmental laws, as well as complex contribution, indemnity and insurance issues relating thereto.
• Conducting negotiations with regulatory authorities to resolve environmental issues.

Selected Clients

Clients S&C has represented in environmental law matters include, among others, Adelphia Communications, Andalex, Angiotech Pharmaceuticals, the Canadian Government, CSR, Dubai Ports, First Manhattan Co., Goldman Sachs, Health Care Property Investors, Inco, Lend Lease Corporation, Mack Trucks, Macquarie Securities, Mitsui & Co. (U.S.A.), Philips Electronics North America, Rhone Capital, Suez, Tenaris, Thomson and Total.

Environmental Practice Highlights

Among others, significant environmental transactional matters include representing:

• Dubai Ports in connection with the disposition of U.S. port facilities of P&O Ports North America, a matter that presents a number of important environmental issues, including analysis of liability risks with respect to environmental conditions at waterfront terminals owned or leased by port authorities.
• Mitsui & Co. (U.S.A.), Inc. in its acquisition of Steel Technologies Inc., which operates 24 steel processing facilities throughout the U.S., Canada and Mexico, including with respect to environmental assessments of compliance and contamination risks at key facilities.
• Rhône Capital in the purchase of International Paper's Arizona Chemical Company, a leading global supplier of pine chemicals for adhesives, inks and coatings, including with respect to complex environmental issues relating to facility separation, historical liability allocation and future compliance obligations.
• Macquarie Securities in connection with its acquisition by a consortium led by Macquarie Infrastructure Partners of Duquesne Light Holdings. This transaction presented a host of environmental issues in the context of ongoing globalization of the utility industry, and required predictions concerning the nature and impact of future U.S. greenhouse gas emissions and other environmental regulations on the target.
• Health Care Property Investors in connection with its US$ 5.2 billion acquisition of CNL Retirement Properties requiring an environmental analysis of risks associated with some 800 properties in 44 U.S. states.

Among others, significant environmental litigation matters include representing:

• CSR Limited in obtaining settlements totaling more than A$280 million (approximately $222 million) in asbestos insurance coverage litigation against more than 60 insurers worldwide.
• First Manhattan in a pending Second Circuit appeal that raises significant issues concerning (1) whether CERCLA preempts state dissolution laws, and therefore permits suit against a long-dissolved Delaware corporation to require clean-up of contaminated property even though the corporation is no longer subject to suit under Delaware law, and (2) whether, in order to satisfy the dissolved corporation's CERCLA obligations, First Manhattan and other former shareholders of the company are required under the so-called "trust fund" doctrine to return liquidating distributions made to them more than 20 years ago.
• The Canadian Government as amicus curiae in connection with the appeal by a Canadian company, Teck Cominco, to the United States Court of Appeals for the Ninth Circuit. Canada took the position that disputes concerning discharges by Teck Cominco in Canadian waters, which allegedly result in contamination in the United States, should be resolved at the sovereign level by Canada and the United States, pursuant to established bilateral dispute resolution procedures, rather than by a suit against Teck Cominco in the United States under CERCLA.
• Andalex in obtaining judgment in its favor in CERCLA litigation alleging Andalex' liability on alter ego and successor liability theories.
• Inco in connection with environmental claims against it at various sites, environmental coverage litigation, and environmental indemnity litigation.
• Mack Trucks in connection with the litigation and settlement of EPA claims pertaining to alleged violations of engine exhaust emissions.
• Dozens of other clients regarding a variety of environmental and related indemnity.

Practice Contacts

Matthew J. Brennan
New York
P +1-212-558-4724
F +1-212-558-3588
brennanm@sullcrom.com

Mark F. Rosenberg
New York
P +1-212-558-3647
F +1-212-558-3588
rosenbergm@sullcrom.com